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

                              AMENDMENT NO. 39 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)

                             James L. Lipscomb, Esq.
                  Executive Vice-President and General Counsel
                                  MetLife, Inc.
                                 200 Park Avenue
                             New York, NY 10166-0188
                                 (212) 578-2211
       (Name, Address and Telephone Number of Person Authorized to Receive
                           Notices and Communications)

                                 November 3, 2009
            (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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].

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).

                               Page 1 of 10 Pages


                                  SCHEDULE 13D

CUSIP No. 59156R108                                           Page 2 of 9 Pages

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(1)  Names of Reporting Persons             Board of Directors of MetLife, Inc.,
                                            as an entity

     I.R.S. Identification
     Nos. of Above Persons                  Not applicable

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

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(3)  SEC Use Only

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

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

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

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Number of Shares          (7)  Sole Voting Power                              0
Beneficially Owned
by Each Reporting      ---------------------------------------------------------
Person With
                          (8)  Shared Voting Power                  234,475,354*
                       ---------------------------------------------------------

                          (9)  Sole Dispositive Power                         0

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

                          (10) Shared Dispositive Power                       0

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

(11) Aggregate Amount Beneficially
     Owned by Each Reporting Person
                                                                    234,475,354*
--------------------------------------------------------------------------------

(12) Check if the Aggregate Amount
     in Row (11) Excludes Certain
     Shares                                                                  [ ]

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

(13) Percent of Class Represented
     by Amount in Row 11                                                   28.6%
--------------------------------------------------------------------------------

(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 October 30, 2009.



                                  SCHEDULE 13D

CUSIP No. 59156R108                                           Page 3 of 9 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
234,475,354 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 attached 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 (i) under the Purchase and Sale Program provided for by the Trust
Agreement (as defined below), and (ii) pursuant to the Issuer's split-off of its
majority-owned subsidiary, Reinsurance Group of America, Incorporated, in
September 2008, have resulted in a decrease in the number of Shares held by the
Trust from 494,466,664 to 234,475,354 (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 (now known as Mellon Investor
Services LLC, 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 9 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 9 Pages

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a)   As an entity, the Board of Directors of the Issuer beneficially owns
      234,475,354 shares or 28.6% 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 234,475,354 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
      July 31, 2009 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
      237,697,997 to 234,475,354.

(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.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

      Exhibit 99.1  Joint Filing Agreement under Rule 13d-1(k)(1)




                                  SCHEDULE 13D

CUSIP No. 59156R108                                           Page 6 of 9 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: November 3, 2009

                *
   ----------------------------
   C. Robert Henrikson

                *
   ----------------------------
   Sylvia Mathews Burwell

                *
   ----------------------------
   Eduardo Castro-Wright

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

                *
   ----------------------------
   Cheryl W. Grise

                *
   ----------------------------
   R. Glenn Hubbard

                *
   ----------------------------
   John M. Keane

                *
   ----------------------------
   Alfred F. Kelly, Jr.

                *
   ----------------------------
   James M. Kilts

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




                                  SCHEDULE 13D

CUSIP No. 59156R108


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

                *
   ----------------------------
   David Satcher, M.D.

                *
   ----------------------------
   Kenton J. Sicchitano

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

                *
   ----------------------------
   Lulu C. Wang



            * By /s/ Jeffrey A. Welikson
                 -------------------------
                 Jeffrey A. Welikson
                 Attorney-in-fact