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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
    Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file
    number 000-30195
  MetLife Policyholder
    Trust
 (Exact name of registrant as
    specified in its charter)
  Delaware

51-6516897(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)Rodney Square North
    1100 North Market Street
    Wilmington, DE(Address of principal 
    executive offices)

19890(Zip code)   (302) 651-1000
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to section 12(b) of the
    Act: None
 Securities registered pursuant to section 12(g) of the
    Act:
    Beneficial interests in the MetLife Policyholder Trust
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
   Large accelerated
    filer o

Accelerated
    filer oNon-accelerated
    filer þ(Do not check if a smaller
    reporting company)

Smaller reporting company o   Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE: None.




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Table of
    Contents
  PageNumberPart IItem 1.

Business


3Item 1A.

Risk Factors


6Item 1B.

Unresolved Staff Comments


7Item 2.

Properties


7Item 3.

Legal Proceedings


7Item 4.

Submission of Matters to a Vote of Security
    Holders


7Part IIItem 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


8Item 6.

Selected Financial Data


8Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


10Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


11Item 8.

Financial Statements and Supplementary Data


12Item 9.

Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


13Item 9A(T).

Controls and Procedures


13Item 9B.

Other Information


13Part IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


14Item 11.

Executive Compensation


14Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


14Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


14Item 14.

Principal Accountant Fees and Services


14Part IVItem 15.

Exhibits and Financial Statement Schedules


15Signatures


16Exhibit Index


E-1EX-3.2: AMENDMENT TO POLICYHOLDER TRUST AGREEMENTEX-31.1: CERTIFICATIONEX-32.1: CERTIFICATION




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Note
    Regarding Forward-Looking Statements
  Form 10-K,
 2




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Part I  Item 1.
    Business.                   3




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4




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5




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out-of-pocket out-of-pocket
      Item 1A.
    Risk
    Factors.  The
    Trust has limited resources and is dependent upon the Holding
    Company.
  Form 10-K
  Beneficiaries
    do not have legal title to any part of the Trust assets and have
    only certain limited rights.
   6




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There
    is no existing trading market for the Trust Interests and
    Beneficiaries may transfer their Trust Interests only in
    limited circumstances.
    The
    Trusts assets are concentrated in Common
    Stock.
    A
    representative may be appointed for certain Beneficiaries in
    legal proceedings.
    Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.    Item 3.
    Legal
    Proceedings.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.   7




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Part II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.    Item 6.
    Selected
    Financial Data.    For the Years Ended December 31,2007


2006


2005


2004


2003(In thousands)Changes in Net Assets DataOperationsNet investment income

$
194,176


$
164,414


$
156,880


$
149,073


$
84,006Net realized investment gains


516,837



432,372



335,984



255,741



164,731Change in net unrealized investment (losses)/gains


(52,050
)


2,007,740



1,939,573



1,395,265



2,047,797Net (decrease) increase in net assets resulting from
    operations


658,963



2,604,526



2,432,437



1,800,079



2,296,534Distributions to holders of trust interestsFrom net investment income


(194,176
)


(164,414
)


(156,880
)


(149,073
)


(84,006
)From net realized investment gains


(516,837
)


(432,372
)


(335,984
)


(255,741
)


(164,731
)Total distributions


(711,013
)


(596,786
)


(492,864
)


(404,814
)


(248,737
)Trust interest transactionsCost of trust interests issued


6,491



5,474



7,631



5,635



5,523Cost of trust interests redeemed


(147,310
)


(160,930
)


(159,422
)


(167,873
)


(163,428
)Cost of trust interests withdrawn


(85,675
)


(152,229
)


(164,170
)


(420,723
)


(232,142
)Net decrease in net assets resulting from trust interest
    transactions


(226,494
)


(307,685
)


(315,961
)


(582,961
)


(390,047
)Total increase (decrease) in net assets


(278,544
)


1,700,055



1,623,612



812,304



1,657,750Net assetsBeginning of year


16,340,130



14,640,075



13,016,463



12,204,159



10,546,409End of year

$
16,061,586


$
16,340,130


$
14,640,075


$
13,016,463


$
12,204,159   8




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2007


2006


2005


2004


2003(In thousands, except Trust Interest amounts)Balance Sheet DataAssets:Equity securities, at fair value

$
16,061,586


$
16,340,130


$
14,640,075


$
13,016,463


$
12,204,159Other assets


7,129



10,067



8,504



6,094



5,626Total assets


16,068,715



16,350,197



14,648,579



13,022,557



12,209,785Total liabilities


7,129



10,067



8,504



6,094



5,626Net assets

$
16,061,586


$
16,340,130


$
14,640,075


$
13,016,463


$
12,204,159Net assets consist of:Trust interests

$
3,758,832


$
3,985,326


$
4,293,011


$
4,608,972


$
5,191,933Net unrealized investment gains


12,302,754



12,354,804



10,347,064



8,407,491



7,012,226Net assets, for 260,655,407; 276,904,422; 298,777,053;
    321,314,794; and 362,463,884 trust interests outstanding,
    respectively

$
16,061,586


$
16,340,130


$
14,640,075


$
13,016,463


$
12,204,159Other DataTrust interest rollforwardTrust interests, January 1


276,904,422



298,777,053



321,314,794



362,463,884



390,029,917Trust interests issued


100,817



103,485



170,425



155,874



193,261Trust interests redeemed


(10,337,547
)


(11,293,360
)


(11,187,498
)


(11,780,561
)


(11,468,650
)Trust interests withdrawn


(6,012,285
)


(10,682,756
)


(11,520,668
)


(29,524,403
)


(16,290,644
)Balance, December 31


260,655,407



276,904,422



298,777,053



321,314,794



362,463,884  9




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.    Executive
    Summary
        Results
    of Operations
  Discussion
    of Results
  Year
    ended December 31, 2007 compared with the year ended
    December 31, 2006
   10




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Year
    ended December 31, 2006 compared with the year ended
    December 31, 2005
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.   11




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Item 8.
    Financial
    Statements and Supplementary Data.  Index To
    Financial Statements
  PageReport of Independent Registered Public
    Accounting Firm


F-1Financial Statements at December 31, 2007 and 2006 and for
    the years ended December 31, 2007, 2006 and 2005:Statements of Assets and Liabilities


F-2Statements of Operations


F-3Statements of Changes in Net Assets


F-4Notes to Financial Statements


F-5   12




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Report of
    Independent Registered Public Accounting Firm          DELOITTE &
    TOUCHE LLP
    F-1




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MetLife
    Policyholder TrustStatements of Assets and Liabilities
    December 31, 2007 and 2006
    (In thousands, except Trust Interest and per
    Trust Interest amounts)
  2007


2006AssetsEquity securities, at fair value (cost, $3,758,832 and
    $3,985,326, respectively)

$
16,061,586


$
16,340,130Cash and cash equivalents


112



58Receivable for investments sold


7,017



10,009Total assets


16,068,715



16,350,197LiabilitiesPayable for investments purchased


112



58Payable for trust interests redeemed


7,017



10,009Total liabilities


7,129



10,067Net assets

$
16,061,586


$
16,340,130Net assets consist of:Trust interests

$
3,758,832


$
3,985,326Net unrealized investment gains


12,302,754



12,354,804Net assets, for 260,655,407 and 276,904,422 trust
    interests outstanding, respectively

$
16,061,586


$
16,340,130Net asset value, offering price and redemption price per
    trust interest ($16,061,586 / 260,655,407) and ($16,340,130 /
    276,904,422) trust interests, respectively

$
61.62


$
59.01    F-2




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MetLife
    Policyholder TrustStatements of Operations
    For the Years Ended December 31, 2007, 2006 and 2005
    (In thousands)
  2007


2006


2005Net investment income

$
194,176


$
164,414


$
156,880Net investment gainsNet realized investment gains


516,837



432,372



335,984Change in net unrealized investment (losses)/gains


(52,050
)


2,007,740



1,939,573Net gain


464,787



2,440,112



2,275,557Net increase in net assets resulting from operations

$
658,963


$
2,604,526


$
2,432,437    F-3




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MetLife
    Policyholder TrustStatements of Changes in Net Assets
    For the Years Ended December 31, 2007, 2006 and 2005
    (In thousands, except Trust Interest amounts)
  2007


2006


2005OperationsNet investment income

$
194,176


$
164,414


$
156,880Net realized investment gains


516,837



432,372



335,984Change in net unrealized investment (losses)/gains


(52,050
)


2,007,740



1,939,573Net increase in net assets resulting from operations


658,963



2,604,526



2,432,437Distributions to holders of trust interestsFrom net investment income


(194,176
)


(164,414
)


(156,880
)From net realized investment gains


(516,837
)


(432,372
)


(335,984
)Total distributions


(711,013
)


(596,786
)


(492,864
)Trust interest transactionsCost of trust interests issued


6,491



5,474



7,631Cost of trust interests redeemed


(147,310
)


(160,930
)


(159,422
)Cost of trust interests withdrawn


(85,675
)


(152,229
)


(164,170
)Net decrease in net assets resulting from trust interest
    transactions


(226,494
)


(307,685
)


(315,961
)Total (decrease)/increase in net assets


(278,544
)


1,700,055



1,623,612Net assetsBeginning of year


16,340,130



14,640,075



13,016,463End of year

$
16,061,586


$
16,340,130


$
14,640,075Other informationTrust interest rollforwardTrust interests, January 1


276,904,422



298,777,053



321,314,794Trust interests issued


100,817



103,485



170,425Trust interests redeemed


(10,337,547
)


(11,293,360
)


(11,187,498
)Trust interests withdrawn


(6,012,285
)


(10,682,756
)


(11,520,668
)Balance, December 31


260,655,407



276,904,422



298,777,053    F-4




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MetLife
    Policyholder Trust
  Notes
    to Financial Statements
 (In
    thousands unless otherwise stated)
  1.
    Significant
    Accounting Policies  Description
    of Trust
        out-of-pocket out-of-pocket
  Equity
    Securities
   F-5




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MetLife
    Policyholder Trust
  Notes to
    Financial Statements  (Continued)
  first-in
    Cash
    and Cash Equivalents
    Income
    Taxes
    2.
    Purchase
    and Sale Program      3.
    Commitments
    and Contingencies    4.
    Beneficiary
    Voting Rights   F-6




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Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure.    Item 9A(T).
    Controls
    and Procedures.  Rule 13a-15(e) 15d-15(e)
  Rule 13a-15(f)
  Managements
    Annual Report on Internal Control Over Financial
    Reporting
    Internal Control 
    Integrated Framework
    Form 10-K
  page F-1.
  Item 9B.
    Other
    Information.   13




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Part III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.      Item 11.
    Executive
    Compensation.    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.      Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    Item 14.
    Principal
    Accountant Fees and Services.    Independent
    Auditors Fees for 2007 and 2006
  2007


2006Audit Fees

$
20,830


$
19,838Audit-Related Fees

$



$
Tax Fees

$



$
All Other Fees

$



$
      14




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Part IV  Item 15.
    Exhibits
    and Financial Statement Schedules.              page E-1.
 15




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Signatures      By:
    Wilmington Trust Company, not in its individual capacity, but
    solely as trustee for the TrustBy:
    /s/  Joseph
    B. Feil       16




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Exhibit Index  Exhibit No.



Description3
.1



MetLife Policyholder Trust Agreement (Incorporated by reference
    to Exhibit 10.12 to MetLife, Inc.s Registration Statement
    on Form S-1 (File No. 333-91517) (the S-1 Registration
    Statement)).3
.2



Amendment to MetLife Policyholder Trust Agreement.4
.1



Amended and Restated Certificate of Incorporation of MetLife,
    Inc. (Incorporated by reference to Exhibit 3.1 to MetLife,
    Inc.s Annual Report on Form 10-K for the fiscal year ended
    December 31, 2006 (the 2006 Annual Report).4
.2



Certificate of Designation, Preferences and Rights of Series A
    Junior Participating Preferred Stock of MetLife, Inc., filed
    with the Secretary of State of Delaware on April 7, 2000
    (Incorporated by reference to Exhibit 3.2 to the 2006 Annual
    Report).4
.3



Certificate of Designations of Floating Rate Non-Cumulative
    Preferred Stock, Series A, of MetLife, Inc., filed with the
    Secretary of State of Delaware on June 10, 2005 (Incorporated by
    reference to Exhibit 99.5 to MetLife, Inc.s Registration
    Statement on Form 8-A filed on June 10, 2005).4
.4



Certificate of Designations of 6.50% Non-Cumulative Preferred
    Stock, Series B, of MetLife, Inc., filed with the Secretary of
    State of Delaware on June 14, 2005 (Incorporated by reference to
    Exhibit 99.5 to MetLife, Inc.s Registration Statement
    on Form 8-A filed on June 15, 2005).4
.5



MetLife, Inc. Amended and Restated By-laws, effective June 19,
    2007 (Incorporated by reference to Exhibit 3.1 to MetLife,
    Inc.s Current Report on Form 8-K dated June 25, 2007).4
.6



Form of Certificate of Common Stock, par value $0.01 per share
    (Incorporated by reference to Exhibit 4.1 to the S-1
    Registration Statement).4
.7



Rights Agreement, dated as of April 4, 2000, between MetLife,
    Inc. and ChaseMellon Shareholder Services, L.L.C. (predecessor
    to Mellon Investor Services LLC) (Incorporated by reference to
    Exhibit 4.48 to the 2006 Annual Report).31
.1



Certification pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.32
.1



Certification pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.  E-1