METROPOLITAN LIFE INSURANCE COMPANY
                      METROPOLITAN LIFE SEPARATE ACCOUNT UL

                                   METFLEX(SM)
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

                       Supplement dated December 16, 2010
              To the Prospectus dated May 1, 2010 (as supplemented)

I. SUBSTITUTION NOTICE
   -------------------

     Metropolitan Life Insurance Company (the "Company") has filed an
application with the Securities and Exchange Commission ("SEC") requesting an
order to allow the Company to remove a variable investment option ("Existing
Fund") and substitute a new option ("Replacement Fund") as shown below. The
Replacement Fund is a portfolio of Met Investors Series Trust. To the extent
that the Replacement Fund is not currently available as an investment option
under your Policy, such Replacement Fund will be added as an investment option
on or before the date of the substitution. Please retain this supplement and
keep it with the prospectus.

     To the extent required by law, approval of the proposed substitution is
being obtained from the state insurance regulators in certain jurisdictions.

     The Company believes that the proposed substitution is in the best interest
of policy holders. The Replacement Fund will have at least similar investment
objectives and policies as the Existing Fund. The Company will bear all expenses
related to the substitution, and it will have no tax consequences for you. The
Company anticipates that, if such order is granted, the proposed substitution
will occur on or about May 1, 2011.

     The proposed substitution and advisers and/or sub-advisers for the
above-listed policy are:



EXISTING FUND AND CURRENT ADVISER
(WITH CURRENT SUB-ADVISER AS NOTED)                    REPLACEMENT FUND AND SUB-ADVISER
- ---------------------------------------------------    ------------------------------------------------
                                                    
Delaware VIP Small Cap Value Series (Service Class)    Third Avenue Small Cap Value Portfolio (Class B)
- ---------------------------------------------------    ------------------------------------------------
Delaware Management Company                            Third Avenue Management LLC


Please note that:

     .    No action is required on your part at this time. You will not need to
          file a new election or take any immediate action if the SEC approves
          the substitution.

     .    The elections you have on file for allocating your cash value, premium
          payments and deductions will be redirected to the Replacement Fund
          unless you change your elections and transfer your funds before the
          substitution takes place.

     .    You may transfer amounts in your policy among the variable investment
          options and the fixed option as usual. The substitution itself will
          not be treated as a transfer for purposes of the transfer provisions
          of your policy, subject to the Company's restrictions on transfers to
          prevent or limit "market timing" activities by policy owners or agents
          of policy owners.




     .    If you make one transfer from the above Existing Fund into one or more
          other subaccounts before the substitution, or from the Replacement
          Fund after the substitution, any transfer charge that might otherwise
          be imposed will be waived from the date of this Notice through the
          date that is 30 days after the substitution. In addition, if you make
          one transfer from an Existing Fund into a subaccount before the
          substitution or from a Replacement Fund within 30 days after the
          substitution, the transfer will not be treated as one of a limited
          number of transfers (or exchanges) permitted under your policy.

     .    On the effective date of the substitution, your cash value in the
          variable investment option will be the same as before the
          substitution. However, the number of units you receive in the
          Replacement Fund will be different from the number of units in your
          Existing Fund, due to the difference in unit values.

     .    There will be no tax consequences to you.

     In connection with the substitution, we will send you a prospectus for the
Replacement Fund as well as notice of the actual date of the substitution and
confirmation of transfer.

     Please contact your registered representative if you have any questions.

II. DESIGNATED OFFICE ADDRESS AND PHONE NUMBER CHANGE
    -------------------------------------------------

  Effective JANUARY 21, 2011, the following changes will affect your Policy:

       .    The Designated Office address set forth in the "Contacting Us"
            section on page 6 and elsewhere in the Prospectus is amended as
            follows:

                MetLife - Specialized Benefit Resources ("SBR")
                501 Route 22
                Bridgewater, NJ  08807

       .    The SBR phone number is revised from 732-602-6400 to 908-253-1400.

  Please contact your registered representative if you have any questions.

THIS SUPPLEMENT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

                                                            MetFlex.Dec2010.supp