Exhibit 3.2





                            CERTIFICATE OF AMENDMENT

                    OF THE CHARTER AS AMENDED AND RESTATED OF

                         THE TRAVELERS INSURANCE COMPANY

              BY ACTION OF THE BOARD OF DIRECTORS AND SHAREHOLDERS

         We, the undersigned, C. Robert Henrikson and Gwenn L. Carr, being
respectively the President and Secretary of The Travelers Insurance Company, DO
HEREBY CERTIFY that:

         1.       The name of the corporation is The Travelers Insurance Company
(the "Company").

         2.       The Charter of The Travelers Insurance Company, as heretofore
amended and restated (the "Charter"), is hereby further amended as follows:

                  Section 1 of the Charter is hereby amended and restated in its
entirety to read as follows:

                           Section 1. The name of the corporation shall be
                           MetLife Insurance Company of Connecticut.

         3.       The foregoing amendment of the Charter was approved and
adopted by the Board of Directors on October 26, 2005 and by the sole
shareholder of said corporation on November 23, 2005 in the manner required by
Conn. Gen. Stat. ss.ss.33-600 to 33-998, inclusive, and by the certificate of
incorporation.

         4.       Vote of the shareholders:

                                                     
                  Number of shares entitled to vote:    40,000,000
                  Total voting power:                   40,000,000
                  Vote required for adoption:           20,000,001
                  Vote favoring adoption:               40,000,000



         5.       The effective date of the foregoing amendment shall be May 1,
2006.

         We hereby declare that the statements made in the foregoing certificate
are true.

         Signed at Long Island City, New York this 10 day of February, 2006.

                                          /s/ C. Robert Henrikson
                                          -----------------------
                                          C. Robert Henrikson
                                          President

                                          /s/ Gwenn L. Carr
                                          -----------------
                                          Gwenn L. Carr
                                          Secretary