EXHIBIT 5.3

                            [BRYAN CAVE LETTERHEAD]


August 25, 2003

Reinsurance Group of America, Incorporated
1370 Timberlake Manor Parkway
Chesterfield, Missouri 63017-6039

Ladies and Gentlemen:

We have acted as special New York counsel to Reinsurance Group of America,
Incorporated, a Missouri corporation (the "Company"), in connection with the
Registration Statement on Form S-3 (the "Registration Statement") filed by the
Company and RGA Capital Trust III and RGA Capital Trust IV, each a Delaware
statutory trust (each, a "Trust", and collectively, the "Trusts"), with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), relating to (i) shares of common stock of the
Company, par value $0.01 per share (the "Common Stock"); (ii) warrants to
purchase Common Stock (the "Common Stock Warrants"); (iii) shares of Preferred
Stock of the Company, par value $0.01 per share, (the "Preferred Stock"), which
may be represented by depositary shares (the "Depositary Shares") evidenced by
depositary receipts (the "Receipts"); (iv) warrants to purchase Preferred Stock
(the "Preferred Stock Warrants"); (v) debt securities, which may be senior (the
"Senior Debt Securities"), subordinated (the "Subordinated Debt Securities") or
junior subordinated (the "Junior Subordinated Debt Securities" and, collectively
with the Senior Debt Securities and the Subordinated Debt Securities, the "Debt
Securities"); (vi) warrants to purchase Debt Securities (the "Debt Security
Warrants"); (vii) warrants to purchase other securities ("Other Warrants" and,
collectively with the Common Stock Warrants, the Preferred Stock Warrants and
the Debt Security Warrants, the "Securities Warrants"); (viii) contracts for the
purchase and sale of Common Stock, Preferred Stock, Debt Securities, Depositary
Shares or Securities Warrants (the "Purchase Contracts"); and (ix) Units (the
"Units") of the Company, consisting of one or more of Common Stock, Preferred
Stock, Depositary Shares, Debt Securities, Securities Warrants, Purchase
Contracts, Trust Preferred Securities (as hereinafter defined), Guarantees (as
hereinafter defined) and debt obligations of third parties, including U.S.
Treasury Securities (the "Third Party Debt Securities"). The Registration
Statement also relates to the registration under the Act of trust preferred
securities of the Trusts (the "Trust Preferred Securities") and guarantees of
the Trust Preferred Securities by the Company (the "Guarantees"). The Common
Stock, the Preferred Stock, the Depositary Shares, the Debt Securities, the
Securities Warrants, the Purchase Contracts, the Guarantees and the Units are
hereinafter referred to collectively as the "Securities." The Securities may be
issued and sold or delivered from time to time




Reinsurance Group of America, Incorporated
August 25, 2003
Page 2


as set forth in the Registration Statement, any amendment thereto, the
prospectus contained therein (the "Prospectus") and supplements to the
Prospectus (the "Prospectus Supplements") filed pursuant to Rule 415 under the
Act for an aggregate initial offering price not to exceed $800,000,000 or the
equivalent thereof in one or more foreign currencies or composite currencies.

The Senior Debt Securities will be issued under a Senior Indenture, dated as of
December 19, 2001, between the Company and The Bank of New York, as Trustee (the
"Senior Trustee"), as supplemented (the "Senior Indenture"). The Subordinated
Debt Securities will be issued under an indenture (the "Subordinated Indenture")
between the Company and the subordinated indenture trustee (the "Subordinated
Indenture Trustee"). The Junior Subordinated Debt Securities will be issued
under a Junior Subordinated Indenture, dated as of December 18, 2001, between
the Company and The Bank of New York, as Trustee (the "Junior Subordinated
Indenture Trustee"), as supplemented (the "Junior Subordinated Indenture"). The
Senior Indenture, the Subordinated Indenture and the Junior Subordinated
Indenture are hereinafter referred to collectively as the "Indentures."

The Depositary Shares will be issued pursuant to a deposit agreement between the
Company and a depositary agent to be specified therein (the "Depositary Agent").

The Common Stock Warrants will be issued under a common stock warrant agreement
(the "Common Stock Warrant Agreement") between the Company and a common stock
warrant agent to be specified therein. The Preferred Stock Warrants will be
issued under a preferred stock warrant agreement (the "Preferred Stock Warrant
Agreement") between the Company and a preferred stock warrant agent to be
specified therein. The senior debt security warrants will be issued under a
senior debt security warrant agreement (the "Senior Debt Security Warrant
Agreement") among the Company, the senior debt security warrant agent and the
Senior Trustee. The subordinated debt security warrants will be issued under a
subordinated debt security warrant agreement (the "Subordinated Debt Security
Warrant Agreement") among the Company, a subordinated debt security warrant
agent to be specified therein and the Subordinated Indenture Trustee. The Other
Warrants will be issued under a warrant agreement (the "Other Warrant
Agreement") between the Company, the applicable Trustee and a warrant agent to
be specified therein. The Common Stock Warrant Agreement, the Preferred Stock
Warrant Agreement, the Senior Debt Security Warrant Agreement, the Subordinated
Debt Security Warrant Agreement and the Other Warrant Agreement are hereinafter
referred to collectively as the "Warrant Agreements." Each party to a Warrant
Agreement other than the Company is referred to hereinafter as a "Counterparty."

The Purchase Contracts will be issued pursuant to a purchase contract agreement
(the "Purchase Contract Agreement") between the Company and a purchase contract
agent to be specified therein (the "Purchase Contract Agent").






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The Units will be issued under a unit agreement (the "Unit Agreement") between
the Company and a unit agent to be specified therein (the "Unit Agent").

The Guarantees will be issued pursuant to a guarantee agreement (the "Guarantee
Agreement") between the Company and a guarantee trustee to be specified therein
(the "Guarantee Trustee").

In connection herewith, we have examined and relied without investigation as to
matters of fact upon the Registration Statement, including the Senior Indenture,
the Junior Subordinated Indenture, the form of the Subordinated Indenture and
the form of the Guarantee Agreement attached thereto as Exhibits 4.1, 4.2, 4.3
and 4.12, respectively, and such certificates, statements and results of
inquiries of public officials and officers and representatives of the Company
and such other documents, corporate records, certificates and instruments as we
have deemed necessary or appropriate to enable us to render the opinions
expressed herein. We have assumed the genuineness of all signatures on all
documents examined by us, the legal competence and capacity of each person that
executed documents, the authenticity of documents submitted to us as originals,
and the conformity to authentic originals of documents submitted to us as
certified copies or photocopies.

We also have assumed that: (1) at the time of execution, authentication,
issuance and delivery of the Senior Debt Securities, the Senior Indenture will
be the valid and legally binding obligation of the Senior Indenture Trustee; (2)
at the time of execution, authentication, issuance and delivery of the
Subordinated Debt Securities, the Subordinated Indenture will be the valid and
legally binding obligation of the Subordinated Indenture Trustee; (3) at the
time of execution, authentication, issuance and delivery of the Junior
Subordinated Debt Securities, the Junior Subordinated Indenture will be the
valid and legally binding obligation of the Junior Subordinated Indenture
Trustee; (4) at the time of execution, issuance and delivery of the Receipts,
the Deposit Agreement will be the valid and legally binding obligation of the
Depositary Agent; and (5) at the time of the execution, issuance and delivery of
the Purchase Contracts, the Purchase Contract Agreement will be the valid and
legally binding obligation of the Purchase Contract Agent; (6) at the time of
the execution, issuance and delivery of the Guarantees, the Guarantee Agreement
will be the valid and legally binding obligation of the Guarantee Trustee; (7)
at the time of the execution, countersignature, issuance and delivery of any
Securities Warrants, the related Warrant Agreement will be the valid and legally
binding obligation of each Counterparty thereto; and (8) at the time of the
execution, countersignature, issuance and delivery of the Units, the related
Unit Agreement will be the valid and legally binding obligation of the Unit
Agent.

We have assumed further that: (1) at the time of execution, authentication,
issuance and delivery of the Senior Debt Securities, the Senior Indenture will
continue to be in full force and effect and will not have been terminated or
rescinded by the Company or the Senior Indenture Trustee; (2) at the time of
execution, authentication, issuance and delivery of the Subordinated Debt
Securities, the Subordinated Indenture will have been duly authorized, executed
and delivered by the Company and the Subordinated Indenture Trustee; (3) at the
time of execution, authentication, issuance and delivery of the Junior
Subordinated Debt Securities, the Junior Subordinated Indenture will continue to
be in full force and effect and will not have been terminated or rescinded by
the Company or the Junior Subordinated Indenture Trustee; (4) at the time of
execution, issuance and delivery of the Purchase Contracts, the Purchase
Contract Agreement will have been duly authorized, executed and delivered by the
Company; (5) at the time of execution, issuance and delivery of the Receipts,
the




Reinsurance Group of America, Incorporated
August 25, 2003
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Deposit Agreement will have been duly authorized, executed and delivered by the
Company and the Depositary Agent; (6) at the time of execution,
countersignature, issuance and delivery of any Securities Warrants, the related
Warrant Agreement will have been duly authorized, executed and delivered by the
Company; (7) at the time of execution, issuance and delivery of the Guarantee,
the Guarantee Agreement will have been duly authorized, executed and delivered
by the Company; (8) at the time of execution, issuance and delivery of the
Units, the Unit Agreement will have been duly authorized, executed and delivered
by the Company; and (9) at the time of the issuance and sale of any of the
Securities, the terms of the Securities, and their issuance and sale, will have
been established so as not to violate any applicable law or result in a default
under or breach of any agreement or instrument binding upon the Company and so
as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company.

Based upon the foregoing, in reliance thereon and subject to the exceptions,
qualifications and limitations stated herein and the effectiveness of the
Registration Statement under the Act, we are of the opinion that:

         1. With respect to the Receipts, assuming the (a) taking  of all
necessary corporate action to authorize and approve the issuance and terms of
the related Preferred Stock, (b) due filing of Articles of Amendment to the
Articles of Incorporation of the Company authorizing and establishing the terms
of the Preferred Stock, (c) terms of the Depositary Shares and of their issuance
and sale have been duly established in conformity with the terms of a valid and
legally binding Deposit Agreement conforming to the description thereof in the
Prospectus, (d) due issuance and delivery of the related Preferred Stock, upon
payment of the consideration therefor provided in the applicable definitive
purchase, underwriting or similar agreement approved by the Board of Directors
of the Company, or a duly constituted committee thereof (collectively, the
"Board"), and (e) due issuance and delivery of Receipts evidencing the
Depositary Shares against the deposit of the Preferred Stock in accordance with
the Deposit Agreement, such Receipts will be validly issued and will entitle the
holders thereof to the rights specified in the Deposit Agreement.

         2. With respect to the Debt Securities, assuming the (a) taking of all
necessary corporate action to authorize and approve the issuance and terms of
any Debt Securities, the terms of the offering thereof and related matters and
(b) due execution, authentication, issuance and delivery of such Debt
Securities, upon payment of the consideration therefor provided for in the
applicable definitive purchase, underwriting or similar agreement approved by
the Board and otherwise in accordance with the provisions of the applicable
Indenture, such Debt Securities will constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
their terms.

         3. With respect to the Guarantees, assuming the (a) taking of all
necessary corporate action to authorize and approve the issuance and terms of
the Guarantees, the terms of the offering thereof and related matters and (b)
due execution, issuance and delivery of the



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August 25, 2003
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Guarantees upon payment of the consideration thereof provided for in the
applicable definitive purchase, underwriting or similar agreement approved by
the Board and otherwise in accordance with the provisions of the applicable
Guarantee Agreement, such Guarantees will constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
their terms.

         4. With respect to the Purchase Contracts, assuming the (a) taking of
all necessary corporate action to authorize and approve the issuance and terms
of the Purchase Contracts, the terms of the offering thereof and related matters
and (b) due execution, issuance and delivery of the Purchase Contracts, upon
payment of the consideration for such Purchase Contracts provided for in the
applicable definitive purchase, underwriting or similar agreement approved by
the Board and otherwise in accordance with the provisions of the applicable
Purchase Contract Agreement, the Purchase Contracts will constitute valid and
legally binding obligations of the Company, enforceable against the Company in
accordance with their terms.

         5. With respect to the Securities Warrants, assuming the (a) taking of
all necessary corporate action to authorize and approve the issuance and terms
of the Securities Warrants, the terms of the offering thereof and related
matters and (b) due execution, countersignature, issuance and delivery of such
Securities Warrants, upon payment of the consideration for such Securities
Warrants provided for in the applicable definitive purchase, underwriting or
similar agreement approved by the Board and otherwise in accordance with the
provisions of the applicable Warrant Agreement, such Securities Warrants will
constitute valid and legally binding obligations of the Company, enforceable
against the Company in accordance with their terms.

         6. With respect to the Units, assuming the (a) taking of all necessary
corporate action to authorize and approve the issuance, and terms of the Units
and to authorize and approve the issuance of the Securities which are components
of the Units, the terms of the offering thereof and related matters, (b) taking
by the third parties of all necessary corporate or other action to authorize and
approve the issuance and terms of any Third Party Debt Securities which are
components of the Units the terms of the offering thereof and related matters
and (c) due execution, countersignature (where applicable), authentication,
issuance and delivery of the Units, the Securities, that are components of such
Units, and such Third Party Debt Securities, in each case upon the payment of
the consideration therefor provided for in the applicable definitive purchase,
underwriting or similar agreement approved by the Board, and otherwise in
accordance with the provisions of the applicable (i) Deposit Agreement, in the
case of Depositary Shares or Receipts, (ii) Warrant Agreement, in the case of
Securities Warrants, (iii) Guarantee Agreement, in the case of the Guarantees,
(iv) Purchase Contract Agreement, in the case of Purchase Contracts, (v)
Indenture, in the case of Debt Securities, (vi) Certificate of Trust and Trust
Agreement, in the case of Trust Preferred Securities, and (vii) indenture or
other authorizing document, in the case of Third Party Debt Securities, such
Units will constitute valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their terms.





Reinsurance Group of America, Incorporated
August 25, 2003
Page 6


In addition to the limitations set forth above, the opinions set forth herein
are further limited by, subject to and based upon the following:

         (a) Our opinions expressed above are subject to and limited by the
effects of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization,
receivership, moratorium and other similar laws now or hereafter in effect
relating to or affecting creditors' rights generally, (ii) general equitable
principles, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability of
specific performance, injunctive relief or other equitable remedies, regardless
of whether enforceability is considered in a proceeding in equity or at law,
(iii) requirements that a claim with respect to any Debt Securities or
Guarantees denominated other than in United States dollars (or a judgment
denominated other than in United States dollars with respect to such a claim) be
converted into United States dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law, and (iv) governmental authority to limit,
delay or prohibit the making of payments outside the United States or in foreign
currency or composite currency.

         (b) Our opinions expressed above are limited to the laws of the State
of New York and the federal laws of the United States of America. The opinions
expressed herein are based upon the law in effect (and published or otherwise
generally available) on the date hereof, and we assume no obligation to revise
or supplement these opinions should such law be changed by legislative action,
judicial decision or otherwise. In rendering our opinions, we have not
considered, and hereby disclaim any opinion as to, the application or impact of
any laws, decisions, rules or regulations of any other jurisdiction, court or
administrative agency.

         (c) You have informed us that you intend to issue the Securities from
time to time on a delayed or continuous basis, and this opinion is limited to
the laws, including the rules and regulations, as in effect on the date hereof.
We understand that prior to issuing any Securities you will afford us an
opportunity to review the operative documents pursuant to which such Securities
are to be issued (including the applicable prospectus supplement) and will file
such supplement or amendment to this opinion (if any) as we may reasonably
consider necessary or appropriate by reason of the terms of such Securities.

         (d) We call your attention to the fact that John C. Danforth, a partner
of Bryan Cave LLP, is on the Board of Directors of MetLife, Inc. ("MetLife"),
the majority shareholder of the Company. This opinion does not take into account
any matters that may come to the attention of John C. Danforth in his capacity
as a director of MetLife.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus. We also consent to your filing copies of this
opinion as an exhibit to the Registration Statement with agencies of such states
as you deem necessary in the course of complying with the laws of such states
regarding the offering and sale of the Securities. In giving such consent, we do
not thereby concede that we are within the



Reinsurance Group of America, Incorporated
August 25, 2003
Page 7


category of persons whose consent is required under Section 7 of the Act or the
Rules and Regulations of the Commission thereunder.

                                                     Very truly yours,

                                                     /s/ Bryan Cave LLP