UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 8 TO
                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934

                                  MetLife, Inc.
                                (Name of Issuer)

                     Common Stock, par value $.01 per share
                         (Title of Class of Securities)

                                    59156R108
                                 (CUSIP Number)

                              Gary A. Beller, Esq.
               Senior Executive Vice-President and General Counsel
                                  MetLife, Inc.
                               One Madison Avenue
                             New York, NY 10010-3690
                                 (212) 578-2211
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
                                Communications)


                                 March 18, 2002
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(3), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

                                  SCHEDULE 13D

CUSIP No. 59156R108                                           Page 2 of 10 Pages
--------------------------------------------------------------------------------

(1)   Names of Reporting Persons            Board of Directors of MetLife, Inc.,
                                            as an entity
      S.S. or I.R.S. Identification
      Nos. of Above Persons                 Not applicable

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

(2)   Check the Appropriate Box                                       (a) [    ]
      if a Member of a Group                                          (b) [    ]
--------------------------------------------------------------------------------

(3)   SEC Use Only

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

(4)   Source of Funds                                 Not Applicable. See Item 4
--------------------------------------------------------------------------------

(5)   Check if Disclosure of Legal
      Proceedings is Required Pursuant
      to Items 2(d) or 2(e)                                               [    ]
--------------------------------------------------------------------------------

(6)   Citizenship or Place of
      Organization                                                        U.S.A.
--------------------------------------------------------------------------------

Number of Shares      (7)  Sole Voting Power                                   0
Beneficially Owned  ------------------------------------------------------------
by Each Reporting
Person With           (8)  Shared Voting Power                      410,921,596*
                    ------------------------------------------------------------

                      (9)  Sole Dispositive Power                              0
                    ------------------------------------------------------------

                      (10) Shared Dispositive Power                            0
--------------------------------------------------------------------------------

(11)     Aggregate Amount Beneficially

         Owned by Each Reporting Person                              410,921,596
--------------------------------------------------------------------------------

(12)     Check if the Aggregate Amount

         in Row (11) Excludes Certain Shares                              [    ]
--------------------------------------------------------------------------------

(13)     Percent of Class Represented

         by Amount in Row 11                                              57.85%
--------------------------------------------------------------------------------

(14)     Type of Reporting Person                                             OO
--------------------------------------------------------------------------------
* Unless otherwise indicated, all information relating to beneficial ownership
of the Shares by the Reporting Persons is as of February 28, 2002.

                                  SCHEDULE 13D

CUSIP No. 59156R108                                           Page 3 of 10 Pages



Items 4 and 5 are amended as set forth below:

ITEM 4.  PURPOSE OF TRANSACTION.

                  The Board of Directors is reporting beneficial ownership of
410,921,596 shares of Common Stock (the "Shares") held by the MetLife
Policyholder Trust (the "Trust") under the Plan of Reorganization, dated
September 28, 1999, as amended (the "Plan"), of Metropolitan Life Insurance
Company ("MetLife").

                  On April 7, 2000, 494,466,664 Shares were issued to the Trust
pursuant to Section 5.2(d) of the Plan, a copy of which is filed as an exhibit
to this statement. No consideration has been separately provided therefor by any
member of the Board of Directors, except for Shares allocated to such member
pursuant to the Plan. Since April 7, 2000, transactions by Beneficiaries under
the Purchase and Sale Program provided for by the Trust Agreement (as defined
below) have resulted in a decrease in the number of Shares held by the Trust
from 494,466,664 to 410,921,596 (as adjusted to reflect refinements in the
calculation of the number of Shares issued to the Trust under the Plan).

                  Under the Plan and the MetLife Policyholder Trust Agreement,
dated as of November 3, 1999 (as amended, the "Trust Agreement"), by and among
MetLife, the Issuer, Wilmington Trust Company (the "Trustee") and ChaseMellon
Shareholder Services, L.L.C., as custodian (the "Custodian"), a copy of which is
attached as an exhibit to this statement, certain eligible policyholders of
MetLife ("Trust Eligible Policyholders") have been allocated a number of
interests in the Trust ("Trust Interests") equal to the number of shares of
Common Stock allocated to the Trust Eligible Policyholders in accordance with
the Plan. The assets of the Trust principally are the Shares issued to the Trust
for the benefit of the Trust Eligible Policyholders and permitted transferees
(collectively, the "Beneficiaries"). The Shares are held in the name of the
Trustee, on behalf of the Trust, which has legal title over the Shares. The
Beneficiaries do not have legal title to any part of the assets of the Trust.
The Trust Interests represent undivided fractional interests in the Shares and
other assets of the Trust beneficially owned by a Trust Beneficiary through the
Custodian.

                  The Trust Agreement provides the Trustee with directions as to
the manner in which to vote, assent or consent the Shares at all times during
the term of the Trust. On all matters brought for a vote before the stockholders
of the Issuer, with the exception of a Beneficiary Consent Matter (as defined
below), the Trustee will vote in accordance with the recommendation given by the
Board of Directors of the Issuer to its stockholders or, if no such
recommendation is given, as directed by the Board. On all Beneficiary Consent
Matters, the Trustee will vote all of the Shares in favor of, in opposition to
or abstain from the matter in the same ratio as the Trust Interests of the
Beneficiaries that returned voting instructions to the Trustee indicated
preferences for voting in favor of, in opposition to or abstaining from such
matter. The Trust Agreement also contains provisions allowing Beneficiaries to
instruct the Custodian to withdraw their allocated Trust Shares to participate
in any tender or exchange offer for the Common Stock and to make any cash or
share election, or perfect any dissenter's rights, in connection with a merger
of the Issuer.

                                  SCHEDULE 13D

CUSIP No. 59156R108                                           Page 4 of 10 Pages



                  A "Beneficiary Consent Matter" is:

      (i)   a contested election of directors or, subject to certain conditions,
            the removal of a director,

      (ii)  a merger or consolidation, a sale, lease or exchange of all or
            substantially all of the assets or a recapitalization or dissolution
            of the Issuer, if it requires a vote of stockholders under
            applicable Delaware law,

      (iii) any transaction that would result in an exchange or conversion of
            the Shares for cash, securities or other property,

      (iv)  issuances of Common Stock prior to the first anniversary of the
            effective date of the Plan (the "Effective Date") at a price
            materially below the prevailing market price, if a vote is required
            to approve the issuance under Delaware law, other than issuances in
            an underwritten public offering or pursuant to an employee benefit
            plan,

      (v)   before the first anniversary of the Effective Date, any matter that
            requires approval by a vote of more than a majority of the
            outstanding stock of the Issuer entitled to vote thereon under
            Delaware law or the certificate of incorporation or the by-laws of
            the Issuer, and any amendment to the certificate of incorporation or
            by-laws of the Issuer that is submitted to a vote of stockholders
            for approval, and

      (vi)  proposals submitted to stockholders requiring the Board of Directors
            to amend the Issuer's Stockholder Rights Plan, or redeem rights
            under that plan, other than a proposal with respect to which the
            Issuer has received advice of nationally-recognized legal counsel to
            the effect that the proposal is not a proper subject for stockholder
            action under Delaware law.

                  The Trust Agreement contains provisions enabling the
Beneficiaries to withdraw the Shares allocated to them under the Plan and the
Trust Agreement for resale or otherwise and to receive dividends on such Shares.

                                  SCHEDULE 13D

CUSIP No. 59156R108                                           Page 5 of 10 Pages



ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

(a)  As an entity, the Board of Directors of the Issuer beneficially owns
     410,921,596 shares or 57.85% of the Issuer's outstanding Common Stock. The
     Board of Directors of the Issuer is deemed to beneficially own the shares
     of Common Stock held by the Trust because the Board will direct the voting
     of these shares on certain matters submitted to a vote of stockholders. See
     Item 4.

(b)   As an entity, the Board of Directors of the Issuer has shared voting power
      with respect to 410,921,596 shares of Common Stock.

(c)  Except as described in Item 4, there were no transactions in the class of
     securities reported on that were effected by the Reporting Persons since
     October 31, 2001 other than transactions by Beneficiaries under the
     Purchase and Sale Program provided for by the Trust Agreement, resulting in
     a decrease in the number of shares of Common Stock held by the Trust from
     420,431,781 to 410,921,596.

(d)   The Beneficiaries of the Trust have the right to receive or the power to
      direct the receipt of dividends from, or the proceeds from the sale of,
      the Shares allocated to them under the Plan and the Trust Agreement. See
      Item 4.

                                  SCHEDULE 13D

CUSIP No. 59156R108                                           Page 6 of 10 Pages



                  SIGNATURES.

                  After reasonable inquiry and to the best of my knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.

Dated:  March 18, 2002



            *
--------------------------------------------
Robert H. Benmosche

            *
--------------------------------------------
Curtis H. Barnette

            *
--------------------------------------------
Gerald Clark

            *
--------------------------------------------
Joan Ganz Cooney

            *
--------------------------------------------
John C. Danforth

            *
--------------------------------------------
Burton A. Dole, Jr.

            *
--------------------------------------------
James R. Houghton

            *
--------------------------------------------
Harry P. Kamen

            *
--------------------------------------------
Helene L. Kaplan

            *
--------------------------------------------
Catherine R. Kinney

                                  SCHEDULE 13D

CUSIP No. 59156R108                                           Page 7 of 10 Pages






            *
--------------------------------------------
Charles M. Leighton

            *
--------------------------------------------
Allen E. Murray

            *
--------------------------------------------
Stewart G. Nagler

            *
--------------------------------------------
John J. Phelan, Jr.

            *
--------------------------------------------
Hugh B. Price

            *
--------------------------------------------
William C. Steere, Jr.



      * By  /s/ Gwenn L. Carr
            ---------------------------------------
            Gwenn L. Carr
            Attorney-in-fact