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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, 2008ORo

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


16Signatures


17Exhibit Index


E-1EX-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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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.
    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.    Years Ended December 31,2008


2007


2006


2005


2004(In thousands)Changes in Net Assets DataOperations:Net investment income

$
180,305


$
194,176


$
164,414


$
156,880


$
149,073Net realized investment gains


394,316



516,837



432,372



335,984



255,741Change in net unrealized investment gains


(7,348,282
)


(52,050
)


2,007,740



1,939,573



1,395,265Net (decrease) increase in net assets resulting from operations


(6,773,661
)


658,963



2,604,526



2,432,437



1,800,079Distributions to holders of trust interests:From net investment income


(180,305
)


(194,176
)


(164,414
)


(156,880
)


(149,073
)From net realized investment gains


(394,316
)


(516,837
)


(432,372
)


(335,984
)


(255,741
)Total distributions


(574,621
)


(711,013
)


(596,786
)


(492,864
)


(404,814
)Trust interest transactions:Cost of trust interests issued


5,239



6,491



5,474



7,631



5,635Cost of trust interests redeemed


(143,413
)


(147,310
)


(160,930
)


(159,422
)


(167,873
)Cost of trust interests withdrawn


(113,765
)


(85,675
)


(152,229
)


(164,170
)


(420,723
)Net decrease in net assets resulting from trust interest
    transactions


(251,939
)


(226,494
)


(307,685
)


(315,961
)


(582,961
)Total (decrease) increase in net assets


(7,600,221
)


(278,544
)


1,700,055



1,623,612



812,304Net assets:Beginning of year


16,061,586



16,340,130



14,640,075



13,016,463



12,204,159End of year

$
8,461,365


$
16,061,586


$
16,340,130


$
14,640,075


$
13,016,463   8




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Years Ended December 31,2008


2007


2006


2005


2004(In thousands except for Trust Interest amounts)Balance Sheet DataAssets:Equity securities, fair value

$
8,461,365


$
16,061,586


$
16,340,130


$
14,640,075


$
13,016,463Other assets


113,766



7,129



10,067



8,504



6,094Total assets


8,575,131



16,068,715



16,350,197



14,648,579



13,022,557Total liabilities


113,766



7,129



10,067



8,504



6,094Net assets

$
8,461,365


$
16,061,586


$
16,340,130


$
14,640,075


$
13,016,463Net assets consist of :Trust interests

$
3,506,893


$
3,758,832


$
3,985,326


$
4,293,011


$
4,608,972Net unrealized investment gains


4,954,472



12,302,754



12,354,804



10,347,064



8,407,491Net assets, for 242,724,190; 260,655,407; 276,904,422;
    298,777,053; and 321,314,794 trust interests outstanding,
    respectively

$
8,461,365


$
16,061,586


$
16,340,130


$
14,640,075


$
13,016,463Other DataTrust interest rollforward:Trust interests, January 1


260,655,407



276,904,422



298,777,053



321,314,794



362,463,884Trust interests issued


116,363



100,817



103,485



170,425



155,874Trust interests redeemed


(10,064,054
)


(10,337,547
)


(11,293,360
)


(11,187,498
)


(11,780,561
)Trust interests withdrawn


(7,983,526
)


(6,012,285
)


(10,682,756
)


(11,520,668
)


(29,524,403
)Balance, December 31


242,724,190



260,655,407



276,904,422



298,777,053



321,314,794  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, 2008 compared with the year ended
    December 31, 2007
   10




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Year
    ended December 31, 2007 compared with the year ended
    December 31, 2006
    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, 2008 and 2007 and for
    the years ended December 31, 2008, 2007 and 2006: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              F-1




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MetLife
    Policyholder TrustStatements of Assets and Liabilities
    December 31, 2008 and 2007
    (In thousands, except Trust Interest and per
    Trust Interest amounts)
  2008


2007AssetsEquity securities, at estimated fair value (cost: $3,506,893 and
    $3,758,832, respectively)

$
8,461,365


$
16,061,586Cash and cash equivalents


40



112Receivable for investments sold


2,866



7,017Receivable from MetLife, Inc.


110,860



Total assets

$
8,575,131


$
16,068,715LiabilitiesPayable for investments purchased

$
40


$
112Payable for trust interests redeemed


2,866



7,017Dividends payable to Trust Beneficiaries


110,860



Total liabilities


113,766



7,129Net assets

$
8,461,365


$
16,061,586Net assets consist of:Trust interests

$
3,506,893


$
3,758,832Net unrealized investment gains


4,954,472



12,302,754Net assets, for 242,724,190 and 260,655,407 trust
    interests outstanding, respectively

$
8,461,365


$
16,061,586Net asset value, offering price and redemption price per
    trust interest ($8,461,365/242,724,190) and
    ($16,061,586/260,655,407) trust interests, respectively

$
34.86


$
61.62    F-2




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MetLife
    Policyholder TrustStatements of Operations
    For the Years Ended December 31, 2008, 2007 and 2006
    (In thousands)
  2008


2007


2006Net investment income

$
180,305


$
194,176


$
164,414Net investment gains (losses)Net realized investment gains


394,316



516,837



432,372Change in net unrealized investment (losses) gains


(7,348,282
)


(52,050
)


2,007,740Net (losses) gains


(6,953,966
)


464,787



2,440,112Net increase in net assets resulting from operations

$
(6,773,661
)

$
658,963


$
2,604,526    F-3




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MetLife
    Policyholder TrustStatements of Changes in Net Assets
    For the Years Ended December 31, 2008, 2007 and 2006
    (In thousands, except Trust Interest amounts)
  2008


2007


2006OperationsNet investment income

$
180,305


$
194,176


$
164,414Net realized investment gains


394,316



516,837



432,372Change in net unrealized investment gains (losses)


(7,348,282
)


(52,050
)


2,007,740Net (decrease) increase in net assets resulting from
    operations


(6,773,661
)


658,963



2,604,526Distributions to holders of trust interestsFrom net investment income


(180,305
)


(194,176
)


(164,414
)From net realized investment gains


(394,316
)


(516,837
)


(432,372
)Total distributions


(574,621
)


(711,013
)


(596,786
)Trust interest transactionsCost of trust interests issued


5,239



6,491



5,474Cost of trust interests redeemed


(143,413
)


(147,310
)


(160,930
)Cost of trust interests withdrawn


(113,765
)


(85,675
)


(152,229
)Net decrease in net assets resulting from trust interest
    transactions


(251,939
)


(226,494
)


(307,685
)Total (decrease) increase in net assets


(7,600,221
)


(278,544
)


1,700,055Net assetsBeginning of year


16,061,586



16,340,130



14,640,075End of year

$
8,461,365


$
16,061,586


$
16,340,130Other InformationTrust interest rollforward:Trust interests, January 1


260,655,407



276,904,422



298,777,053Trust interests issued


116,363



100,817



103,485Trust interests redeemed


(10,064,054
)


(10,337,547
)


(11,293,360
)Trust interests withdrawn


(7,983,526
)


(6,012,285
)


(10,682,756
)Balance, December 31


242,724,190



260,655,407



276,904,422    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
         F-5




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MetLife
    Policyholder Trust
    Notes to Financial Statements  (Continued)
  Equity
    Securities
  first-in
  Cash
    and Cash Equivalents
    Receivable
    from MetLife, Inc. and Liability for Dividends Payable to Trust
    Beneficiaries.
    Income
    Taxes
    2.
    Purchase
    and Sale Program      3.
    Commitments
    and Contingencies   F-6




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MetLife
    Policyholder Trust
    Notes to Financial Statements  (Continued)
  4.
    Beneficiary
    Voting Rights   F-7




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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 2008 and 2007
  2008


2007Audit Fees

$
49,950


$
20,830Audit-Related Fees

$



$
Tax Fees

$



$
All Other Fees

$



$
      14




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15




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Part IV  Item 15.
    Exhibits
    and Financial Statement Schedules.              page E-1.
 16




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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   Title:
    Vice President   17




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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
    (Incorporated by reference to the MetLife Policyholder
    Trusts Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2007).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