<PAGE>

================================================================================

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

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

                                    FORM 10-K

(Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                   FOR 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                   (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NO.)

                               RODNEY SQUARE NORTH
                            1100 NORTH MARKET STREET
                              WILMINGTON, DE 19890
                                 (302) 651-1000
   (ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

        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

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

      Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

      As of February 28, 2005, 317,387,457 Trust Interests were outstanding. The
Trust Interests are not transferable except in limited circumstances and have no
market value.

                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      NONE.

================================================================================
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           PAGE
                                                                          NUMBER
<S>                                                                       <C>
                                     PART I
        Item 1.  Business                                                     4
        Item 2.  Properties                                                   7
        Item 3.  Legal Proceedings                                            7
        Item 4.  Submission of Matters to a Vote of Security Holders          7

                                     PART II
        Item 5.  Market for Registrant's Common Equity, Related
                 Stockholder Matters and Issuer Purchases of Equity
                 Securities                                                   8
        Item 6.  Selected Financial Data                                      8
        Item 7.  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                         10
        Item 7A. Quantitative and Qualitative Disclosures About
                 Market Risk                                                 11
        Item 8.  Financial Statements and Supplementary Data                 12
        Item 9.  Changes in and Disagreements With Accountants on
                 Accounting and Financial Disclosure                         19
        Item 9A. Controls and Procedures                                     19
        Item 9B. Other Information                                           19

                                    PART III
        Item 10. Directors and Executive Officers of the Registrant          20
        Item 11. Executive Compensation                                      20
        Item 12. Security Ownership of Certain Beneficial Owners
                 and Management and Related Stockholder Matters              20
        Item 13. Certain Relationships and Related Transactions              20
        Item 14. Principal Accountant Fees and Services                      20

                                     PART IV
        Item 15. Exhibits and Financial Statement Schedules                  22

SIGNATURES                                                                   23
EXHIBIT INDEX                                                                24
</TABLE>


                                       2
<PAGE>
NOTE REGARDING FORWARD-LOOKING STATEMENTS

      This Annual Report on Form 10-K, including the Management's Discussion and
Analysis of Financial Condition and Results of Operations, contains statements
which constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements relating to
trends in the operations and financial results of the Registrant, as well as
other statements including words such as "anticipate," "believe," "plan,"
"estimate," "expect," "intend" and other similar expressions. Forward-looking
statements are made based upon current expectations and beliefs concerning
future developments and their potential effects on the MetLife Policyholder
Trust (the "Trust"). Such forward-looking statements are not guarantees of
future performance. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."


                                       3
<PAGE>
                                     PART I

ITEM 1. BUSINESS.

      The MetLife Policyholder Trust (the "Trust") was established under the
Metropolitan Life Insurance Company ("Metropolitan Life") plan of reorganization
(the "Plan") and pursuant to the MetLife Policyholder Trust Agreement dated as
of November 3, 1999, by and among Metropolitan Life, MetLife, Inc. (the "Holding
Company"), Wilmington Trust Company (not in its individual capacity, but solely
as trustee for the Trust, the "Trustee") and ChaseMellon Shareholder Services
LLC, as custodian (now known as Mellon Investor Services LLC, the "Custodian"),
as amended on November 8, 2001 (the "Trust Agreement"), in connection with the
conversion of Metropolitan Life from a mutual life insurance company to a stock
life insurance company. The Trust is a single-purpose trust that does not engage
in any business or activity other than voting and holding the Trust Shares (as
defined below) and certain closely related activities, such as distributing cash
dividends. The Trust has no employees.

      Under the Plan and the Trust Agreement, each policyholder's membership
interest was extinguished and certain eligible policyholders of Metropolitan
Life (the "Trust Eligible Policyholders") received, in exchange for that
interest, a number of interests in the Trust ("Trust Interests") equal to the
number of shares of common stock of the Holding Company, par value $0.01 per
share (the "Common Stock"), allocated to them in accordance with the Plan. The
assets of the Trust consist principally of the shares of Common Stock issued to
the Trust (the "Trust Shares") for the benefit of the Trust Eligible
Policyholders and permitted transferees (collectively, the "Beneficiaries"). The
Trust Shares are held in the name of the Trustee, on behalf of the Trust, which
has legal title over the Trust 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 Trust Shares and other assets of the Trust
beneficially owned by a Trust Beneficiary through the Custodian. On April 7,
2000, the date of demutualization of Metropolitan Life, the Holding Company
distributed to the Trust 494,466,664 shares of Common Stock for the benefit of
policyholders of Metropolitan Life. At December 31, 2004, withdrawals by
Beneficiaries of Trust Shares, transactions by Beneficiaries under the Purchase
and Sale Program (as defined below), and escheatment of unclaimed Trust Shares
resulted in a decrease in the number of Trust Shares to 321,314,794.

      A Trust Interest entitles the Beneficiary to certain rights, including the
right to: (i) receive dividends distributed upon Trust Shares; (ii) have Trust
Shares withdrawn from the Trust to be sold for cash through a purchase and sale
program established by the Holding Company pursuant to the Plan (the "Purchase
and Sale Program"); (iii) deposit in the Trust additional shares of Common Stock
purchased through the Purchase and Sale Program; (iv) withdraw Trust Shares; and
(v) instruct the Trustee to vote the Trust Shares on certain matters, each as
further described in and limited by the terms of the Trust Agreement. The
Trustee has no beneficial interest in the Trust Shares.

      As a general rule, Beneficiaries are prohibited from selling, assigning,
transferring, encumbering, or granting any option or any other interest in their
Trust Interests; however, Trust Interests may be transferred:

      (i) from the estate of a deceased Beneficiary to one or more beneficiaries
      taking by operation of law or pursuant to testamentary succession;

      (ii) to the spouse or issue of a Beneficiary or to an entity selected by a
      Beneficiary, provided that transfers to such entity are deductible for
      federal income, gift and estate tax purposes under Sections 170, 2055 and
      2522 of the Internal Revenue Code of 1986, as amended, or to a trust
      established for the exclusive benefit of one or more of the following: (x)
      Beneficiaries, (y) individuals described in this clause (ii), or (z)
      entities described in this clause (ii);

      (iii) to a trust established to hold Trust Interests on behalf of an
      employee benefit plan;

      (iv) if the Beneficiary is not a natural person, by operation of law to
      the surviving entity upon the merger or consolidation of such Beneficiary
      into another entity, to the purchaser of substantially all the assets of
      such Beneficiary or to the appropriate persons upon the dissolution,
      termination or winding up of such Beneficiary;

      (v) by operation of law as a consequence of the bankruptcy or insolvency
      of such Beneficiary or the granting of relief to such Beneficiary under
      the Federal bankruptcy laws; or

      (vi) from a trust holding an insurance policy or annuity contract on
      behalf of the insured person under such policy or contract, to those
      persons to whom Trust Interests are required to be so transferred pursuant
      to the terms of such trust.


                                       4
<PAGE>
In addition, if the Board of Directors of the Holding Company determines, based
on the advice of legal counsel, that there is, at any time, a material risk that
the assets of the Trust may be characterized as "plan assets" under United
States Department of Labor Reg. Section 2510.3-101, as amended, the Board may
direct the Trustee to distribute to the Custodian, for distribution to one or
more Beneficiaries, a number of Trust Shares (not to exceed the total number of
such Beneficiaries' Trust Interests) as the Board may determine to be necessary
or appropriate to ensure that the assets of the Trust will not be so
characterized as "plan assets."

      A transferee of Trust Interests will become subject to the Trust
Agreement. Trust Interests are held in the name of the Custodian, which keeps a
record of the Trust Interests of the Beneficiaries on a book-entry system
maintained by the Custodian. The Trust Interests are not represented by
certificates or other evidences of ownership.

      Beneficiaries may instruct the program agent for the Purchase and Sale
Program to withdraw their allocated shares from the Trust for sale through the
Purchase and Sale Program. Beneficiaries holding a number of Trust Interests
that is less than 1,000 are also entitled to purchase in the Purchase and Sale
Program additional shares of Common Stock to be deposited in the Trust and
allocated to the Beneficiary, subject to the limitation that, after such
purchase, the Beneficiary will hold no more than 1,000 Trust Interests, and
further, subject to a minimum of $250 per purchase (or such lesser amount that
would cause the Beneficiary to hold the 1,000 maximum number of Trust
Interests). The number of Trust Interests allocated to Beneficiaries will be
adjusted for any shares of Common Stock purchased or sold in the Purchase and
Sale Program such that the Trust Interests held by a Beneficiary will always
equal the number of shares of Common Stock allocated to the Beneficiary.

      Beneficiaries may withdraw all, but generally, not less than all, of their
allocated shares of Common Stock at any time by providing written notice to the
Custodian.

      The Trust Agreement provides the Trustee with directions as to the manner
in which to vote, assent or consent the Trust Shares at all times during the
term of the Trust. On all matters brought for a vote before the stockholders of
the Holding Company, with the exception of a Beneficiary Consent Matter (as
defined below), the Trustee will vote or abstain from voting in accordance with
the recommendation given by the Board of Directors of the Holding Company 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 Trust
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 Holding Company.

      A "Beneficiary Consent Matter" is a matter presented to stockholders of
the Holding Company concerning the following:

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

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

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

            (iv) proposals submitted to stockholders requiring the Board of
      Directors to amend the Holding Company's Stockholder Rights Plan, or
      redeem rights under that plan, other than a proposal with respect to which
      the Holding Company 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.

      Proxy solicitation materials, annual reports and information statements
received by the Custodian in connection with any matter not involving a
Beneficiary Consent Matter will be made available by the Holding Company to
Beneficiaries for their information on a website maintained by the Holding
Company or by mail upon request and at the Holding Company's expense, but voting
instructions to the Trustee will not be solicited and, if instructions are
received, they will not be binding on the Trustee.


                                       5
<PAGE>
      The Trust Agreement provides that regular cash dividends, if any,
collected or received by the Trustee with respect to the Trust Shares will be
distributed by the Custodian semi-annually to the Beneficiaries within 90 days
after receipt by the Trustee. Distribution of all other cash dividends will be
made by the Custodian to the Beneficiaries on the first business day following
the 30th day after the Trust receives the dividends. Alternatively, the Trustee
may arrange with the Holding Company for the direct payment by the Holding
Company of such cash dividends to the Beneficiaries. The Trust Agreement further
provides that pending such distribution, cash dividends (unless distributed
directly by the Holding Company to Beneficiaries) shall be invested by the
Trustee in short-term obligations of or guaranteed by the United States, or any
agency or instrumentality thereof, and in certificates of deposit of any bank or
trust company having a combined capital and surplus not less than $500,000,000.
Dividends or other distributions in Common Stock will be allocated to the
Beneficiaries in proportion to their Trust Interests and held by the Trustee as
Trust Shares. Generally, all other distributions by the Holding Company to its
stockholders will be held and distributed by the Trustee to the Beneficiaries in
proportion to their Trust Interests.

      The Trust will terminate on the 90th day after the date on which the
Trustee will have received notice from the Holding Company that the number of
Trust Shares held by the Trust is equal to 10% or less of the number of issued
and outstanding shares of Common Stock or on the date on which the last Trust
Share will have been withdrawn, distributed or exchanged. The Trust may be
terminated earlier:

            (i) on the 90th day after the date on which the Trustee receives
      written notice from the Holding Company, given in the Holding Company's
      discretion at any time, that the number of Trust Shares is 25% or less of
      the number of issued and outstanding shares of Common Stock,

            (ii) on the date on which the Trustee receives written notice from
      the Holding Company that the Board of Directors of the Holding Company has
      determined, as a result of any amendment of, or change (including any
      announced prospective change) in the laws (or any regulations thereunder)
      of the United States or any State, Commonwealth or other political
      subdivision or authority thereof or therein, or any official
      administrative pronouncement or judicial decision interpreting or applying
      such law or regulation, or any changes in the facts or circumstances
      relating to the Trust, that maintaining the Trust is or is reasonably
      expected to become burdensome to the Holding Company or the Beneficiaries,

            (iii) on the date on which any rights issued under a stockholder
      rights plan adopted by the Holding Company and held by the Trust become
      separately tradable from the Trust Shares to which they relate, or

            (iv) on the date on which there is an entry of a final order for
      termination or dissolution of the Trust or similar relief by a court of
      competent jurisdiction.

The Trust may also have to be terminated at some point in time if the rule
against perpetuities applies.

      Upon termination of the Trust, the remaining Trust Shares will be
distributed in book entry form to each Beneficiary, or as otherwise directed by
such Beneficiary, together with the Beneficiary's proportionate share of all
unpaid distributions and dividends and interest earned thereon, if applicable.
The Trust Agreement provides that the Holding Company may, in its discretion,
offer to purchase such shares at the market price of the Common Stock at the
time of the purchase.

      The Trust Agreement may be amended from time to time by the Trustee, the
Custodian, the Holding Company and Metropolitan Life, without the consent of any
Beneficiary, (i) to cure any ambiguity, correct or supplement any provision
therein that may be inconsistent with any other provision therein, or to make
any other provision with respect to matters or questions arising under the Trust
Agreement, which will not be inconsistent with the other provisions of the Trust
Agreement, provided that the action does not adversely affect the Trust
Interests of the Beneficiaries, (ii) to modify, eliminate or add to any
provisions of the Trust Agreement to such extent as will be necessary to ensure
that the Trust will be classified for United States federal income tax purposes
as a grantor trust at all times or to ensure that the Trust will not be required
to register as an investment company under the Investment Company Act of 1940,
as amended, or (iii) to reflect the effect of a merger or consolidation in which
the Holding Company is not the surviving corporation and the other company into
which the Holding Company is merged or consolidated assumes its obligations
under the Trust Agreement. The Trust Agreement may also be amended or provisions
thereof waived with the consent of Beneficiaries representing more than one-half
of the Trust Interests, provided that no such amendment or waiver will, without
the consent of each Beneficiary affected thereby, reduce the Trust Interests or
otherwise eliminate or materially postpone the right of any Beneficiary to
receive dividends or other distributions or to make elections under the Purchase
and Sale Program or to withdraw Trust Shares.


                                       6
<PAGE>
      Beneficiaries will not have any preemptive rights with respect to the
Trust Interests. There is no provision for any sinking fund with respect to the
Trust Interests.

      On December 13, 2004, the Holding Company paid an annual dividend of $0.46
per share of its Common Stock to shareholders of record and Beneficiaries as of
November 5, 2004. On December 15, 2003, the Holding Company paid an annual
dividend of $0.23 per share of its Common Stock to shareholders of record and
Beneficiaries as of November 7, 2003.

      The Beneficiaries of the Trust are directed to the Holding Company's
Annual Report to Stockholders and the Exchange Act filings of the Holding
Company for information regarding the Holding Company. See Metropolitan Life
Insurance Company (1999 SEC No-Act. LEXIS 914) (Avail. Nov. 23, 1999). The
Trustee does not control the operations or activities of the Holding Company.
The Trustee relies on receiving information, reports and representations from
the Holding Company and the Custodian in the ordinary course of its business. In
executing and submitting this report on behalf of the Trust, the Trustee has
relied upon the accuracy of such reports and representations of the
aforementioned entities.

ITEM 2. PROPERTIES.

      The Trust does not as of the date of this filing hold in fee, own,
beneficially hold or lease any physical properties.

ITEM 3. LEGAL PROCEEDINGS.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

      During the year ended December 31, 2004, no matter was brought before the
Trustee to vote, assent or consent the Trust Shares that required a solicitation
of voting instructions from Beneficiaries.


                                       7
<PAGE>
                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.

      No public market exists for the Trust Interests.

ITEM 6. SELECTED FINANCIAL DATA.

      The following table sets forth selected financial information for the
Trust. The financial information for the years ended December 31, 2004, 2003 and
2002 and at December 31, 2004 and 2003, has been derived from the Trust's
audited financial statements included elsewhere herein. The financial
information for the year ended December 31, 2001 and for the period April 7,
2000 (date of inception) to December 31, 2000 and at December 31, 2002, 2001 and
2000 has been derived from the Trust's audited financial statements not included
herein. The following statements of changes in net assets and balance sheet data
have been prepared in conformity with accounting principles generally accepted
in the United States of America. The following information should be read in
conjunction with and is qualified entirely by the information contained in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and the financial statements appearing elsewhere herein.

<TABLE>
<CAPTION>
                                                                                                                 FOR THE PERIOD
                                                                                                                  APRIL 7, 2000
                                                             FOR THE YEARS ENDED DECEMBER 31,                       (DATE OF
                                             ---------------------------------------------------------------      INCEPTION) TO
                                                 2004             2003             2002              2001       DECEMBER 31, 2000
                                             ------------     ------------     ------------     ------------    -----------------
                                                                              (IN THOUSANDS)
<S>                                          <C>              <C>              <C>              <C>              <C>
CHANGES IN NET ASSETS DATA
Operations
  Net investment income                      $    149,073     $     84,006     $     83,475     $     84,064     $     91,913
  Net realized investment gains                   255,741          164,731          209,151          288,283          307,103
  Change in net unrealized investment
   gains                                        1,395,265        2,047,797       (2,234,370)      (2,230,398)       9,429,197
                                             ------------     ------------     ------------     ------------     ------------
    Net (decrease) increase in net assets
     resulting from operations                  1,800,079        2,296,534       (1,941,744)      (1,858,051)       9,828,213
                                             ------------     ------------     ------------     ------------     ------------
Distributions to holders of trust
 interests
  From net investment income                     (149,073)         (84,006)         (83,475)         (84,064)         (91,913)
  From net realized investment gains             (255,741)        (164,731)        (209,151)        (288,283)        (307,103)
                                             ------------     ------------     ------------     ------------     ------------
    Total distributions                          (404,814)        (248,737)        (292,626)        (372,347)        (399,016)
                                             ------------     ------------     ------------     ------------     ------------
Trust interest transactions
  Cost of trust interests deposited into
   the Trust                                           --               --               --               --        7,046,150
  Cost of trust interests issued                    5,635            5,523            7,593           15,999           31,292
  Cost of trust interests redeemed               (167,873)        (163,428)        (200,457)        (258,136)        (581,773)
  Cost of trust interests withdrawn              (420,723)        (232,142)        (147,412)        (331,276)              --
                                             ------------     ------------     ------------     ------------     ------------
  Net (decrease) increase in net assets
   resulting from trust interest
   transactions                                  (582,961)        (390,047)        (340,276)        (573,413)       6,495,669
                                             ------------     ------------     ------------     ------------     ------------
  Total increase (decrease) in net assets         812,304        1,657,750       (2,574,646)      (2,803,811)      15,924,866

Net assets
  Beginning of period                          12,204,159       10,546,409       13,121,055       15,924,866               --
                                             ------------     ------------     ------------     ------------     ------------
  End of period                              $ 13,016,463     $ 12,204,159     $ 10,546,409     $ 13,121,055     $ 15,924,866
                                             ============     ============     ============     ============     ============
</TABLE>


                                       8
<PAGE>
<TABLE>
<CAPTION>
                                                                              AT DECEMBER 31,
                                             ---------------------------------------------------------------------------------
BALANCE SHEET DATA                               2004              2003             2002            2001              2000
                                             -------------    -------------    -------------    -------------    -------------
                                                               (IN THOUSANDS, EXCEPT TRUST INTEREST AMOUNTS)
<S>                                          <C>              <C>              <C>              <C>              <C>
Assets:
Equity securities, at fair value             $  13,016,463    $  12,204,159    $  10,546,409    $  13,121,055    $  15,924,866
Other assets                                         6,094            5,626            8,644            4,493            8,020
                                             -------------    -------------    -------------    -------------    -------------
Total assets                                    13,022,557       12,209,785       10,555,053       13,125,548       15,932,886
                                             -------------    -------------    -------------    -------------    -------------


Total liabilities                                    6,094            5,626            8,644            4,493            8,020
                                             -------------    -------------    -------------    -------------    -------------
NET ASSETS                                   $  13,016,463    $  12,204,159    $  10,546,409    $  13,121,055    $  15,924,866
                                             =============    =============    =============    =============    =============
Net assets consist of:
  Trust interests                            $   4,608,972    $   5,191,933    $   5,581,980    $   5,922,256    $   6,495,669
  Unrealized investment gains                    8,407,491        7,012,226        4,964,429        7,198,799        9,429,197
                                             -------------    -------------    -------------    -------------    -------------
NET ASSETS, for 321,314,794;362,463,884;
 390,029,917;414,174,724 and 454,996,183
 trust interests outstanding, respectively   $  13,016,463    $  12,204,159    $  10,546,409    $  13,121,055    $  15,924,866
                                             =============    =============    =============    =============    =============

OTHER DATA
Trust interest rollforward
  Trust interests, January 1                   362,463,884      390,029,917      414,174,724      454,996,183               --
  Trust interests, deposited into the
    Trust, April 7, 2000                                --               --               --               --      494,466,664
  Trust interests issued                           155,874          193,261          267,080          540,804        1,355,653
  Trust interests redeemed                     (11,780,561)     (11,468,650)     (14,067,171)     (18,114,854)     (40,826,134)
  Trust interests withdrawn                    (29,524,403)     (16,290,644)     (10,344,716)     (23,247,409)              --
                                             -------------    -------------    -------------    -------------    -------------
  Balance, December 31                         321,314,794      362,463,884      390,029,917      414,174,724      454,996,183
                                             =============    =============    =============    =============    =============
</TABLE>


                                       9
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

      This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains statements which constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995, including statements relating to trends in the operations and financial
results of the Registrant, as well as other statements including words such as
"anticipate," "believe," "plan," "estimate," "expect," "intend" and other
similar expressions. Forward-looking statements are made based upon current
expectations and beliefs concerning future developments and their potential
effects on the MetLife Policyholder Trust (the "Trust"). Such forward-looking
statements are not guarantees of future performance. Actual results may differ
materially from those included in the forward-looking statements as a result of
risks and uncertainties including, but not limited to, the following: (i)
changes in state unclaimed property laws; (ii) results of litigation,
arbitration or regulatory investigations; (iii) the effects of business
disruption due to terrorism or other hostilities; and (iv) other risks and
uncertainties described from time to time in the Trust's filings with the U.S.
Securities and Exchange Commission. The Trust specifically disclaims any
obligation to update or revise any forward-looking statement, whether as a
result of new information, future developments or otherwise.

RESULTS OF OPERATIONS

      EXECUTIVE SUMMARY

      The Trust was established under the Metropolitan Life Insurance Company
("Metropolitan Life") plan of reorganization (the "Plan") and pursuant to the
MetLife Policyholder Trust Agreement (as amended, the "Trust Agreement"), dated
as of November 3, 1999, by and among Metropolitan Life, MetLife, Inc. (the
"Holding Company"), Wilmington Trust Company (not in its individual capacity,
but solely as trustee for the Trust, the "Trustee") and ChaseMellon Shareholder
Services LLC, as custodian (now known as Mellon Investor Services LLC, the
"Custodian"), in connection with the conversion of Metropolitan Life from a
mutual life insurance company to a stock life insurance company. The Trust is a
single-purpose trust that does not engage in any business or activity other than
voting and holding the shares of common stock of MetLife, Inc. issued to the
Trust for the benefit of certain eligible policyholders of Metropolitan Life
under the Plan and the Trust Agreement (the "Trust Shares") and certain closely
related activities, such as distributing cash dividends.

      Under the Plan and the Trust Agreement, each policyholder's membership
interest was extinguished and certain eligible policyholders of Metropolitan
Life (the "Trust Eligible Policyholders") received, in exchange for that
interest, a number of interests in the Trust ("Trust Interests") equal to the
number of shares of common stock of the Holding Company, par value $0.01 per
share (the "Common Stock"), allocated to them in accordance with the Plan. The
assets of the Trust consist principally of the Trust Shares for the benefit of
the Trust Eligible Policyholders and permitted transferees (collectively, the
"Beneficiaries").

      The number of Trust Interests outstanding at December 31, 2004 and 2003
was 321,314,794 and 362,463,884, respectively. The decrease of 41,149,090 in the
number of Trust Interests is primarily attributable to net Trust Interests
redeemed and Trust Interests withdrawn. Net assets of the Trust consist solely
of Trust Shares and will increase or decrease depending upon, among other
things, the movement of Trust Shares into or out of the Trust as directed by the
Beneficiaries.

      DISCUSSION OF RESULTS

      YEAR ENDED DECEMBER 31, 2004 COMPARED WITH THE YEAR ENDED DECEMBER 31,
      2003

      Net assets in the MetLife Policyholder Trust increased $812 million, or
7%, to $13,016 million for the year ended December 31, 2004 from $12,204 million
for the comparable 2003 period. This increase is primarily due to a change in
unrealized gains on the Trust Shares, partially offset by (i) the impact of
withdrawals by Beneficiaries from the Trust, and (ii) activity under the
MetLife, Inc. Purchase and Sale Program. Unrealized gains increased $1,395
million from the prior year and represent the difference between the fair value
and the cost basis of the Trust Shares at December 31, 2004. A net reduction of
41,149,090 Trust Interests resulted from a net decrease of 29,524,403 Trust
Interests due to withdrawals by Beneficiaries from the Trust and a net decrease
of 11,624,687 Trust Interests in connection with sales under the MetLife, Inc.
Purchase and Sale Program. The Trust Interests withdrawn primarily reflects the
escheatment of unclaimed cash and shares of Common Stock. As part of
Metropolitan Life's demutualization and the Holding Company's initial public
offering, the Holding Company issued shares of its Common Stock to certain
eligible policyholders of Metropolitan Life. Any unclaimed cash and Common Stock
become property of the state of last known residence, as is the case with other
types of unclaimed property. The schedule by which unclaimed property is
escheated varies by state, but is generally within three to five years of
abandonment. It is anticipated that the number of Trust Interests will continue
to decrease over time as state dormancy periods expire. Beginning on April 7,
2001, Beneficiaries were able to withdraw all, but generally, not less than all,
of their


                                       10
<PAGE>
allocated shares of Common Stock at any time by providing written notice to the
Custodian. Net redemptions by Beneficiaries through the MetLife, Inc. Purchase
and Sale Program and withdrawals by Beneficiaries from the Trust resulted in a
$162 million and $421 million decrease in net assets, respectively, for the year
ended December 31, 2004. Net investment income of $149 million, which consists
of dividends received from the Holding Company on its Common Stock, and net
realized investment gains recognized on the sale of Trust Shares sold in the
Purchase and Sale Program of $256 million were fully distributed to
Beneficiaries.

      YEAR ENDED DECEMBER 31, 2003 COMPARED WITH THE YEAR ENDED DECEMBER 31,
      2002

      Net assets in the MetLife Policyholder Trust increased $1,658 million, or
16%, to $12,204 million for the year ended December 31, 2003 from $10,546
million for the comparable 2002 period. This increase is primarily due to a
change in unrealized gains on the Trust Shares, partially offset by (i) the
impact of withdrawals by Beneficiaries from the Trust, and (ii) activity under
the MetLife, Inc. Purchase and Sale Program. Unrealized gains increased $2,048
million from the prior year and represent the difference between the fair value
and the cost basis of the Trust Shares at December 31, 2003. A net reduction of
27,566,033 Trust Interests resulted from a net decrease of 16,290,644 Trust
Interests due to withdrawals by Beneficiaries from the Trust and a net decrease
of 11,275,389 Trust Interests in connection with sales under the MetLife, Inc.
Purchase and Sale Program. The Trust Interests withdrawn primarily reflects the
escheatment of unclaimed cash and shares of Common Stock. As part of
Metropolitan Life's demutualization and the Holding Company's initial public
offering, the Holding Company issued shares of its Common Stock to certain
eligible policyholders of Metropolitan Life. Any unclaimed cash and Common Stock
become property of the state of last known residence, as is the case with other
types of unclaimed property. The schedule by which unclaimed property is
escheated varies by state, but is generally within three to five years of
abandonment. It is anticipated that the number of Trust Interests will continue
to decrease over time as state dormancy periods expire. Beginning on April 7,
2001, Beneficiaries were able to withdraw all, but generally, not less than all,
of their allocated shares of Common Stock at any time by providing written
notice to the Custodian. Net redemptions by Beneficiaries through the MetLife,
Inc. Purchase and Sale Program and withdrawals by Beneficiaries from the Trust
resulted in a $158 million and $232 million decrease in net assets,
respectively, for the year ended December 31, 2003. Net investment income of $84
million, which consists of dividends received from the Holding Company on its
Common Stock, and net realized investment gains recognized on the sale of Trust
Shares sold in the Purchase and Sale Program of $165 million were fully
distributed to Beneficiaries.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

      The Trust's principal investments are in equity securities, all of which
are exposed to two primary sources of investment risk: credit and market
valuation. The financial statement risks are those associated with the
recognition of dividend income, impairments and the determination of fair
values. The market valuation of equity securities can fluctuate in response to
political, market and economic developments and affect a single issuer, issuers
within an industry, an economic sector, a geographic region, or the market as a
whole. In the short-term, equity prices can fluctuate dramatically in response
to these developments.


                                       11
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                      INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
Report of Independent Registered Public Accounting Firm..................    13
Financial Statements as of December 31, 2004 and 2003 and for
 the years ended December 31, 2004, 2003 and 2002:
       Statements of Assets and Liabilities..............................    14
       Statements of Operations..........................................    15
       Statements of Changes in Net Assets...............................    16
       Notes to Financial Statements.....................................    17
</TABLE>


                                       12
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

MetLife Policyholder Trust:

      We have audited the accompanying statements of assets and liabilities of
the MetLife Policyholder Trust (the "Trust") as of December 31, 2004 and 2003,
and the related statements of operations and changes in net assets for the years
ended December 31, 2004, 2003 and 2002. These financial statements are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

      We conducted our audits in accordance with auditing standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Trust is
not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances but not for the purposes of expressing an
opinion on the effectiveness of the Trust's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

      In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Trust as of December 31, 2004 and 2003,
and the results of its operations and changes in its net assets for the years
ended December 31, 2004, 2003 and 2002, in conformity with accounting principles
generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

New York, New York
March 30, 2005


                                       13
<PAGE>
                           METLIFE POLICYHOLDER TRUST

                      STATEMENTS OF ASSETS AND LIABILITIES
                           DECEMBER 31, 2004 AND 2003
              (DOLLARS IN THOUSANDS, EXCEPT TRUST INTEREST AMOUNTS)

<TABLE>
<CAPTION>
                                                                       2004               2003
                                                                   -----------        -----------
<S>                                                                <C>                <C>
ASSETS
Equity securities, at fair value (cost, $4,608,972 and
  $5,191,933, respectively)                                        $13,016,463        $12,204,159
Cash and cash equivalents                                                  145                 76
Receivable for investments sold                                          5,949              5,550
                                                                   -----------        -----------
  Total assets                                                      13,022,557         12,209,785
                                                                   -----------        -----------

LIABILITIES
Payable for investments purchased                                          145                 76
Payable for trust interests redeemed                                     5,949              5,550
                                                                   -----------        -----------
  Total liabilities                                                      6,094              5,626
                                                                   -----------        -----------

NET ASSETS                                                         $13,016,463        $12,204,159
                                                                   ===========        ===========
Net assets consist of:
  Trust interests                                                  $ 4,608,972        $ 5,191,933
  Unrealized investment gains                                        8,407,491          7,012,226
                                                                   -----------        -----------
NET ASSETS, for 321,314,794 and 362,463,884 trust interests
  outstanding, respectively                                        $13,016,463        $12,204,159
                                                                   ===========        ===========
NET ASSET VALUE, offering price and redemption price per
  trust interest ($13,016,463 / 321,314,794) and
  ($12,204,159 / 362,463,884) trust interests, respectively        $     40.51        $     33.67
                                                                   ===========        ===========
</TABLE>


               SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.


                                       14
<PAGE>
                           METLIFE POLICYHOLDER TRUST

                            STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                          2004                2003               2002
                                                                       -----------        -----------        -----------
<S>                                                                    <C>                <C>                <C>
NET INVESTMENT INCOME                                                  $   149,073        $    84,006        $    83,475
                                                                       -----------        -----------        -----------
NET INVESTMENT GAINS
  Net realized investment gains                                            255,741            164,731            209,151
  Change in net unrealized investment gains                              1,395,265          2,047,797         (2,234,370)
                                                                       -----------        -----------        -----------
NET GAIN (LOSS)                                                          1,651,006          2,212,528         (2,025,219)
                                                                       -----------        -----------        -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS        $ 1,800,079        $ 2,296,534        $(1,941,744)
                                                                       ===========        ===========        ===========
</TABLE>


               SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.


                                       15
<PAGE>
                           METLIFE POLICYHOLDER TRUST

                       STATEMENTS OF CHANGES IN NET ASSETS
              FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
              (DOLLARS IN THOUSANDS, EXCEPT TRUST INTEREST AMOUNTS)

<TABLE>
<CAPTION>
                                                                  2004                   2003                 2002
                                                              -------------         -------------         -------------
<S>                                                           <C>                   <C>                   <C>
Operations
  Net investment income                                       $     149,073         $      84,006         $      83,475
  Net realized investment gains                                     255,741               164,731               209,151
  Change in net unrealized investment gains                       1,395,265             2,047,797            (2,234,370)
                                                              -------------         -------------         -------------
  NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
    OPERATIONS                                                    1,800,079             2,296,534            (1,941,744)
                                                              -------------         -------------         -------------
Distributions to holders of trust interests
  From net investment income                                       (149,073)              (84,006)              (83,475)
  From net realized investment gains                               (255,741)             (164,731)             (209,151)
                                                              -------------         -------------         -------------
    TOTAL DISTRIBUTIONS                                            (404,814)             (248,737)             (292,626)
                                                              -------------         -------------         -------------
Trust interest transactions
  Cost of trust interests issued                                      5,635                 5,523                 7,593
  Cost of trust interests redeemed                                 (167,873)             (163,428)             (200,457)
  Cost of trust interests withdrawn                                (420,723)             (232,142)             (147,412)
                                                              -------------         -------------         -------------
  NET DECREASE IN NET ASSETS RESULTING FROM TRUST
    INTEREST TRANSACTIONS                                          (582,961)             (390,047)             (340,276)
                                                              -------------         -------------         -------------
  TOTAL INCREASE (DECREASE) IN NET ASSETS                           812,304             1,657,750            (2,574,646)

NET ASSETS
  Beginning of period                                            12,204,159            10,546,409            13,121,055
                                                              -------------         -------------         -------------
  End of period                                               $  13,016,463         $  12,204,159         $  10,546,409
                                                              =============         =============         =============

OTHER INFORMATION
Trust interest rollforward
  Trust interests, January 1                                    362,463,884           390,029,917           414,174,724
  Trust interests issued                                            155,874               193,261               267,080
  Trust interests redeemed                                      (11,780,561)          (11,468,650)          (14,067,171)
  Trust interests withdrawn                                     (29,524,403)          (16,290,644)          (10,344,716)
                                                              -------------         -------------         -------------
  Balance, December 31                                          321,314,794           362,463,884           390,029,917
                                                              =============         =============         =============
</TABLE>


               SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.


                                       16
<PAGE>
                           METLIFE POLICYHOLDER TRUST

                          NOTES TO FINANCIAL STATEMENTS
                 (DOLLARS IN THOUSANDS UNLESS OTHERWISE STATED)

1. SIGNIFICANT ACCOUNTING POLICIES

      DESCRIPTION OF TRUST

      The MetLife Policyholder Trust (the "Trust") was established under the
Metropolitan Life Insurance Company ("Metropolitan Life") plan of reorganization
(the "Plan") and pursuant to the MetLife Policyholder Trust Agreement (as
amended, the "Trust Agreement"), dated as of November 3, 1999, by and among
Metropolitan Life, MetLife, Inc. (the "Holding Company"), Wilmington Trust
Company (not in its individual capacity, but solely as trustee for the Trust,
the "Trustee") and ChaseMellon Shareholder Services LLC, as custodian (now known
as Mellon Investor Services LLC, the "Custodian"), in connection with the
conversion of Metropolitan Life from a mutual life insurance company to a stock
life insurance company. The Trust is a single-purpose trust that does not engage
in any business or activity other than voting and holding the Trust Shares (as
defined below) and certain closely related activities, such as distributing cash
dividends.

      Under the Plan and the Trust Agreement, each policyholder's membership
interest was extinguished and certain eligible policyholders of Metropolitan
Life (the "Trust Eligible Policyholders") received, in exchange for that
interest, a number of interests in the Trust ("Trust Interests") equal to the
number of shares of common stock of the Holding Company, par value $0.01 per
share (the "Common Stock"), allocated to them in accordance with the Plan. The
assets of the Trust consist principally of the shares of Common Stock issued to
the Trust (the "Trust Shares") for the benefit of the Trust Eligible
Policyholders and permitted transferees (collectively, the "Beneficiaries"). The
Trust Shares are held in the name of the Trustee, on behalf of the Trust, which
has legal title over the Trust 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 Trust Shares and other assets of the Trust
beneficially owned by a Trust Beneficiary through the Custodian.

      A Trust Interest entitles the Beneficiary to certain rights, including the
right to: (i) receive dividends distributed upon Trust Shares; (ii) have Trust
Shares withdrawn from the Trust to be sold for cash through a purchase and sale
program established by the Holding Company pursuant to the Plan (the "Purchase
and Sale Program"); (iii) deposit in the Trust additional shares of Common Stock
purchased through the Purchase and Sale Program; (iv) withdraw Trust Shares
after the first anniversary of the effective date of the reorganization of
Metropolitan Life (the "Effective Date"); and (v) instruct the Trustee to vote
the Trust Shares on certain matters, each as further described in and limited by
the terms of the Trust Agreement. The Trustee has no beneficial interest in the
Trust Shares.

      EQUITY SECURITIES

      Equity securities are reported at their estimated fair value and
unrealized investment gains and losses on securities are recorded in the
Statements of Operations. Realized gains and losses on sales of securities are
determined on a first-in first-out basis. Cash dividends, if any, collected or
received by the Trustee with respect to the Trust Shares will be distributed by
the Custodian semi-annually to the Beneficiaries within 90 days after receipt by
the Trustee. Alternatively, the Trustee may arrange with the Holding Company for
the direct payment by the Holding Company of such cash dividends to the
Beneficiaries. All security transactions are recorded on a trade date basis.

      CASH AND CASH EQUIVALENTS

      The Trust considers all investments purchased with an original maturity of
three months or less to be cash equivalents.

      INCOME TAXES

      As a qualified regulated trust, the Trust is not subject to income taxes
to the extent that it distributes substantially all of its taxable income in its
fiscal year.


                                       17
<PAGE>
2. PURCHASE AND SALE PROGRAM

      Beneficiaries may instruct the program agent for the Purchase and Sale
Program to withdraw their allocated shares from the Trust for sale through the
Purchase and Sale Program. Trust Interests of 11,780,561, 11,468,650 and
14,067,171 for the years ended December 31, 2004, 2003 and 2002, respectively,
were withdrawn for this purpose. Beneficiaries allocated less than 1,000 shares
of Common Stock under the Plan are also entitled to purchase in the Purchase and
Sale Program additional shares to bring their Trust Interests up to 1,000
shares, subject to a minimum of $250 per purchase (or such lesser amount that
would cause the Beneficiary to hold the 1,000 maximum number of Trust
Interests), beginning on the first trading day following the 90th day after the
Effective Date, July 7, 2000. Trust Interests of 155,874, 193,261 and 267,080
for the years ended December 31, 2004, 2003 and 2002, respectively, were issued
for this purpose. The number of Trust Interests allocated to Beneficiaries will
be adjusted for any shares of Common Stock purchased or sold in the Purchase and
Sale Program such that the Trust Interests held by a Beneficiary will always
equal the number of shares of Common Stock allocated to the Beneficiary.

      Beginning April 7, 2001, one year after the Effective Date, Beneficiaries
may withdraw all, but generally, not less than all, of their allocated shares of
Common Stock at any time by providing written notice to the Custodian.

3. COMMITMENTS AND CONTINGENCIES

      None.

4. BENEFICIARY VOTING RIGHTS

      The Trust Agreement provides the Trustee with directions as to the manner
in which to vote, assent or consent the Trust Shares at all times during the
term of the Trust. On all matters brought for a vote before the stockholders of
the Holding Company, with the exception of a Beneficiary Consent Matter (as
defined in the Trust Agreement), the Trustee will vote or abstain from voting in
accordance with the recommendation given by the Board of Directors of the
Holding Company 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 Trust 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 Holding Company.


                                       18
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

      None.

ITEM 9A. CONTROLS AND PROCEDURES.

      The Trustee, with the participation of Joseph B. Feil, Assistant Vice
President of Wilmington Trust Company, the Trustee of the Trust, has evaluated
the effectiveness of the design and operation of the Trust's disclosure controls
and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end
of the period covered by this report. Based on that evaluation, Mr. Feil has
concluded that these disclosure controls and procedures are effective. The
Trustee and Mr. Feil, in making these determinations, have relied to the extent
reasonable on information provided by MetLife, Inc. and Mellon Investor Services
LLC. There were no changes in the Trust's internal control over financial
reporting as defined in Rule 13a-15(f) under the Exchange Act during the quarter
ended December 31, 2004 that have materially affected, or are reasonably likely
to materially affect, the Trust's internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

      None.


                                       19
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

      There are no directors, executive officers or employees of the Trust. The
Trustee of the Trust is Wilmington Trust Company. The Custodian of the Trust is
Mellon Investor Services LLC, formerly known as ChaseMellon Shareholder Services
LLC.

      The Trust has not adopted a code of ethics applicable to its principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions because the Trust does not
have any such officers.

ITEM 11. EXECUTIVE COMPENSATION.

      Not Applicable.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

      There are no directors or executive officers of the Trust. No person is
the beneficial owner of more than five percent of the Trust Interests.

      The Trust has no equity compensation plans.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      Not Applicable.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

      Deloitte & Touche LLP ("Deloitte") has served as the independent
registered public accounting firm of the Trust since its inception. Its
knowledge of the Trust has enabled it to carry out its audits of the Trust's
financial statements with effectiveness and efficiency.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S FEES FOR 2004 AND 2003

<TABLE>
<CAPTION>
                            2004            2003
                          --------        --------
<S>                       <C>             <C>
Audit Fees                $ 18,601        $ 17,500
Audit-Related Fees        $     --        $     --
Tax Fees                  $     --        $     --
All Other Fees            $     --        $     --
</TABLE>

      Audit fees include fees for services to perform an audit in accordance
with auditing standards of the Public Company Accounting Oversight Board (United
States) and services that generally only the Trust's independent auditor can
reasonably provide, such as attest services, consents and assistance with and
review of documents filed with the Securities and Exchange Commission.

      The Trust does not have an audit committee. The Audit Committee of the
Holding Company (the "Audit Committee") has pre-approved all of the fees
incurred by the Trust for 2004 set forth above in accordance with such Audit
Committee's pre-approval procedures.


                                       20
<PAGE>
      The Audit Committee has adopted pre-approval procedures as required under
the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley") and the rules of the
Securities and Exchange Commission. Pursuant to these procedures, the Audit
Committee approves Deloitte's audit and non-audit services in advance as
required under Sarbanes-Oxley and SEC rules. Under procedures adopted by the
Audit Committee, the Holding Company's general auditor (the "General Auditor")
gives the Audit Committee a schedule of particular audit services that the
General Auditor expects to be performed in the next fiscal year and an estimated
amount of fees for each particular audit service. At the same time, the General
Auditor gives the Audit Committee a schedule of audit-related, tax and other
permitted non-audit services that management may engage the independent auditor
to perform during the next fiscal year and an estimated amount of fees for each
of those services. The General Auditor also provides information on pre-approved
services in these categories provided by the independent auditor in the current
year.

      Based on this information, the Audit Committee pre-approves the audit
services that the General Auditor expects to be performed by the independent
auditor in connection with the audit of the Holding Company's financial
statements (including those of the Trust) for the next fiscal year, the
audit-related, tax and other permitted non-audit services that management may
desire to engage the independent auditor to perform during the next fiscal year,
and the terms of an engagement letter to be entered into by the Holding Company
with the independent auditor (on behalf of itself and its subsidiaries,
including the Trust).

      The General Auditor regularly provides the Audit Committee with a schedule
of fees and, where the audit, audit-related, tax and other permitted non-audit
fees exceed the previous estimates, the Audit Committee determines whether or
not to approve the excess fees. The auditor is paid the excess fees only to the
extent they are approved by the Audit Committee.

      The Audit Committee or a designated member of the Audit Committee may,
from time to time, upon request of the General Auditor, pre-approve additional
audit and non-audit services to be performed by the Holding Company's
independent auditor. The General Auditor presents to the Audit Committee at each
of its meetings a schedule indicating which services have been approved by
delegated authority.


                                       21
<PAGE>
                                     PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following documents are filed as part of this report:

      1.    Financial Statements

            The financial statements are listed in the Index to Financial
            Statements on page 12.

      2.    Financial Statement Schedules

            Not applicable.

      3.    Exhibits

            The exhibits are listed in the Exhibit Index on page 24.


                                       22
<PAGE>
                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated: March 30, 2005

                                        METLIFE POLICYHOLDER TRUST

                                        By: Wilmington Trust Company, not in
                                            its individual capacity, but
                                            solely as trustee for the Trust

                                        By: /s/ Joseph B. Feil
                                            ------------------------------------
                                            Name: Joseph B. Feil
                                            Title: Assistant Vice President


                                       23
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.                        DESCRIPTION                         PAGE NO.
-----------  --------------------------------------------------------  ---------
<S>          <C>                                                       <C>
 4.1 --      MetLife Policyholder Trust Agreement, incorporated
             herein by reference to Exhibit 10.12 to the MetLife,
             Inc. Registration Statement on Form S-1 (File No.
             333-91517) (the "S-1 Registration Statement").

 4.2 --      Amended and Restated Certificate of Incorporation of
             MetLife, Inc., incorporated herein by reference to
             Exhibit 3.1 to MetLife, Inc.'s Annual Report on Form
             10-K for the fiscal year ended December 31, 2000 (the
             "2000 Annual Report").

 4.3 --      Amended and Restated By-laws of MetLife, Inc., effective
             July 27, 2004, incorporated herein by reference to
             Exhibit 3.2 to MetLife, Inc.'s Quarterly Report on Form
             10-Q for the quarter ended June 30, 2004.


 4.4 --      Form of Certificate of Common Stock, par value $0.01 per
             share, incorporated herein by reference to Exhibit 4.1
             to the S-1 Registration Statement.

 4.5 --      Rights Agreement, between MetLife, Inc. and ChaseMellon
             Shareholder Services, Inc., incorporated herein by
             reference to Exhibit 10.6 to the 2000 Annual Report.

 4.6 --      Amendment to MetLife Policyholder Trust Agreement,
             incorporated herein by reference to Exhibit 4.6 to the
             MetLife Policyholder Trust's Annual Report on Form 10-K
             for the fiscal year ended December 31, 2001.

31.1 --      Certification pursuant to Section 302 of the
             Sarbanes-Oxley Act of 2002.                                      25


32.1 --      Certification pursuant to Section 906 of the
             Sarbanes-Oxley Act of 2002.                                      26
</TABLE>


                                       24