<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, 2001

                                       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.)

                            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 (ss. 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]

         As of March 8, 2002, 410,338,504 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>                                                                                                 <C>
PART I            Item 1.      Business............................................................................     2
                  Item 2.      Properties..........................................................................     5
                  Item 3.      Legal Proceedings...................................................................     5
                  Item 4.      Submission of Matters to a Vote of Security Holders.................................     5
PART II           Item 5.      Market for Registrant's Common Equity and Related Stockholder Matters...............     6
                  Item 6.      Selected Financial Data.............................................................     6
                  Item 7.      Management's Discussion and Analysis of Financial Condition and Results
                               of Operations.......................................................................     7
                  Item 7A.     Quantitative and Qualitative Disclosures About Market Risk..........................     8
                  Item 8.      Financial Statements and Supplementary Data.........................................     9
                  Item 9.      Changes in and Disagreements With Accountants on Accounting
                               and Financial Disclosure............................................................    16
PART III          Item 10.     Directors and Executive Officers of the Registrant..................................    17
                  Item 11.     Executive Compensation..............................................................    17
                  Item 12.     Security Ownership of Certain Beneficial Owners and Management......................    17
                  Item 13.     Certain Relationships and Related Transactions......................................    17
PART IV           Item 14.     Exhibits, Financial Statement Schedules, and Reports on Form 8-K....................    18
SIGNATURES         ................................................................................................    19
EXHIBIT INDEX      ................................................................................................   E-1
</TABLE>




                                       1
<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 (as
amended, the "Trust Agreement"), dated as of November 3, 1999, by and among
Metropolitan Life, MetLife, Inc. (the "Holding Company"), Wilmington Trust
Company (the "Trustee") and ChaseMellon Shareholder Services LLC, as custodian
(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 other 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, certain eligible policyholders
of Metropolitan Life (the "Trust Eligible Policyholders") were allocated 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; 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,
transferring, assigning, pledging or otherwise disposing of 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;


                                       2


<PAGE>



                  (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.

In addition, if the Board of Directors of the Holding Company determines 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 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 assets or a recapitalization or
         dissolution of the Holding Company, if it requires a vote of
         stockholders under applicable Delaware law,



                                       3
<PAGE>



                  (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.

         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 may be invested 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 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.


                                       4

<PAGE>



         Upon termination of the Trust, the remaining Trust Shares will be
distributed in book entry form to each Beneficiary, if book entry shares are
permitted by applicable law, 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 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.

         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 April 7, 2000, 494,466,664 shares of Common Stock were issued to the
Trust. At December 31, 2001, transactions by Beneficiaries under the Purchase
and Sale Program resulted in a decrease in the number of Trust Shares to
414,174,724.

         On December 14, 2001, the Holding Company paid a dividend of $.20 per
share of its Common Stock to shareholders of record and Beneficiaries as of
November 6, 2001.

         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 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.

         The Trust is not, as of the date of this filing, a party to any pending
legal proceeding.

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

         During the fourth quarter of 2001, no matter was brought before the
Trustee to vote, assent or consent the Trust Shares that required a solicitation
of voting instructions from Beneficiaries.


                                       5

<PAGE>



                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         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 year ended December 31, 2001 and for
the period April 7, 2000 (date of inception) to December 31, 2000 have been
derived from the Trust's audited financial statements included elsewhere 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           (DATE OF
                                                                YEAR ENDED       INCEPTION) TO
                                                                DECEMBER 31,     DECEMBER 31,
                                                                   2001               2000
                                                                ------------    -------------
                                                                   (Dollars in thousands)
<S>                                                             <C>             <C>
CHANGES IN NET ASSET DATA
Operations
  Net investment income                                         $     84,064    $      91,913
  Net realized investment gains                                      288,283          307,103
  Change in net unrealized investment gains                       (2,230,398)       9,429,197
                                                                ------------    -------------
     Net (decrease) increase in net assets resulting from
       operations                                                 (1,858,051)       9,828,213
                                                                ------------    -------------
Distributions to holders of trust interests
  From net investment income                                         (84,064)         (91,913)
  From net realized investment gains                                (288,283)        (307,103)
                                                                ------------    -------------
     Total distributions                                            (372,347)        (399,016)
                                                                ------------    -------------
Trust interest transactions
  Trust interests deposited into the Trust                              --          7,046,150
  Trust interests issued                                              15,999           31,292
  Cost of trust interests redeemed                                  (258,136)        (581,773)
  Cost of trust interests withdrawn                                 (331,276)            --
                                                                ------------    -------------
  Net (decrease) increase in net assets resulting from trust
     interest transactions                                          (573,413)       6,495,669
                                                                ------------    -------------
  Total (decrease) increase in net assets                         (2,803,811)      15,924,866
Net assets
  Beginning of period                                             15,924,866             --
                                                                ------------    -------------
  End of period                                                 $ 13,121,055    $  15,924,866
                                                                ============    =============
</TABLE>



                                       6

<PAGE>

BALANCE SHEET DATA


<TABLE>
<CAPTION>
                                                                                       AT DECEMBER 31,
                                                                              ---------------------------------
                                                                                  2001                2000
                                                                              -------------       -------------
                                                                                   (IN THOUSANDS, EXCEPT
                                                                                   TRUST INTEREST AMOUNTS)
<S>                                                                           <C>                 <C>
Assets:
Equity securities, at fair value                                              $  13,121,055       $  15,924,866
Other assets                                                                          4,493               8,020
                                                                              -------------       -------------
Total assets                                                                     13,125,548          15,932,886
                                                                              -------------       -------------

Total liabilities                                                                     4,493               8,020
                                                                              -------------       -------------
NET ASSETS                                                                    $  13,121,055       $  15,924,866
                                                                              =============       =============
Net assets consist of:
  Trust interests                                                             $   5,922,256       $   6,495,669
  Unrealized investment gains                                                     7,198,799           9,429,197
                                                                              -------------       -------------
NET ASSETS, for 414,174,724 and 454,996,183 trust interests outstanding,
  respectively                                                                $  13,121,055       $  15,924,866
                                                                              =============       =============
</TABLE>

OTHER DATA

<TABLE>
<CAPTION>

                                                                                   2001                2000
                                                                              -------------       -------------
<S>                                                                           <C>                 <C>
Trust interest rollforward
  Trust interests, January 1, 2001                                              454,996,183                  --
  Trust interests deposited into the Trust, April 7, 2000                                --         494,466,664
  Trust interests issued                                                            540,804           1,355,653
  Trust interests redeemed                                                      (18,114,854)        (40,826,134)
  Trust interests withdrawn                                                     (23,247,409)                 --
                                                                              -------------       -------------
  Balance, December 31                                                          414,174,724         454,996,183
                                                                              =============       =============
</TABLE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

SUMMARY OF CRITICAL ACCOUNTING POLICIES

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to adopt accounting policies and make estimates and assumptions that
affect amounts reported in the Trust's financial statements. The critical
accounting policies and related judgments underlying the Trust's financial
statements require management to make subjective judgments that frequently
require estimates about matters that are inherently uncertain. The Trust's
general accounting policies are described in detail in Note 1 of Notes to
Financial Statements.

         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 effect 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.


                                       7

<PAGE>


RESULTS OF OPERATIONS

          FOR THE YEAR ENDED DECEMBER 31, 2001

          Net assets in the MetLife Policyholder Trust decreased $2,804 million
for the year ended December 31, 2001. This decrease is primarily due to a change
in unrealized gains on the Trust Shares and the impact of withdrawals by
Beneficiaries from the Trust and the Purchase and Sale Program. Unrealized gains
decreased $2,230 million and represent the difference between the market value
and the cost basis of the Trust Shares at December 31, 2001. In addition, a net
decrease of 17,574,050 Trust Interests in connection with the Purchase and Sale
Program and a net decrease of 23,247,409 Trust Interests due to withdrawals by
Beneficiaries from the Trust contributed to the decrease. 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 Purchase
and Sale Program and withdrawals by Beneficiaries from the Trust resulted in a
$242 million and $331 million decrease in net assets, respectively. Net
investment income of $84 million, which consists of dividends received from the
Holding Company's Common Stock, and net realized investment gains recognized on
the sale of Trust Shares sold in the Purchase and Sale Program of $288 million
were fully distributed to Beneficiaries.

         FOR THE PERIOD APRIL 7, 2000 (DATE OF THE ESTABLISHMENT OF THE METLIFE
         POLICYHOLDER TRUST) THROUGH DECEMBER 31, 2000

         Net assets in the MetLife Policyholder Trust increased $15,925 million
for the period April 7, 2000 through December 31, 2000. This increase is
primarily due to the initial capitalization of the Trust from the deposit of the
Trust Shares on the Effective Date and unrealized gains on the Trust Shares. The
Trust was established on April 7, 2000 in conjunction with Metropolitan Life's
conversion from a mutual life insurance company to a stock life insurance
company. In accordance with the Plan, each Beneficiary's policyholder membership
interest was extinguished and Beneficiaries in the aggregate received, in
exchange for such interests, Trust Interests of $7,046 million, representing
494,466,664 shares of Common Stock to be held in the Trust, valued at the
initial public offering price of the Common Stock. Unrealized gains of $9,429
million on the Trust Shares for the period from April 7, 2000 through December
31, 2000 represent the difference between the market value and the cost basis of
the Trust Shares at December 31, 2000. These increases are offset by a net
decrease of 39,470,481 Trust Interests in connection with the Purchase and Sale
Program. Net redemptions by Beneficiaries through the Purchase and Sale Program
resulted in a $550 million decrease in net assets. Net investment income of $92
million, which consists of dividends received from the Holding Company's Common
Stock, and net realized investment gains recognized on the sale of Trust Shares
sold in the Purchase and Sale Program of $307 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 effect 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.


                                       8

<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                                      Page
                                                                                                                      ----
<S>                                                                                                                    <C>
Independent Auditors' Report.......................................................................................    10
Financial Statements as of December 31, 2001 and 2000 and for the year ended
December 31, 2001 and for the period April 7, 2000 (date of inception) through December 31, 2000:
         Statements of Assets and Liabilities......................................................................    11
         Statements of Operations..................................................................................    12
         Statements of Changes in Net Assets.......................................................................    13
         Notes to Financial Statements.............................................................................    14
</TABLE>


                                       9

<PAGE>



                          INDEPENDENT AUDITORS' REPORT

MetLife Policyholder Trust:

         We have audited the accompanying statements of assets and liabilities
of the MetLife Policyholder Trust (the "Trust") as of December 31, 2001 and
2000, and the related statements of operations and changes in net assets for the
year ended December 31, 2001 and for the period April 7, 2000 (date of
inception) to December 31, 2000. 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 generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes 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 referred to above present
fairly, in all material respects, the net assets of the Trust as of December 31,
2001 and 2000, the results of its operations and changes in its net assets for
the year ended December 31, 2001 and for the period April 7, 2000 (date of
inception) to December 31, 2000, in conformity with accounting principles
generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

New York, New York
March 13, 2002


                                       10

<PAGE>



                           METLIFE POLICYHOLDER TRUST

                      STATEMENTS OF ASSETS AND LIABILITIES
                           DECEMBER 31, 2001 AND 2000
                  (IN THOUSANDS, EXCEPT TRUST INTEREST AMOUNTS)

<TABLE>
<CAPTION>
                                                                                       2001              2000
                                                                                    ------------   -------------
<S>                                                                                 <C>            <C>
ASSETS

Equity securities, at fair value (cost, $5,922,256 and $6,495,669, respectively)    $ 13,121,055   $  15,924,866
Cash and cash equivalents                                                                     63             309
Receivable for investments sold                                                            4,430           7,711
                                                                                    ------------   -------------
     Total assets                                                                     13,125,548      15,932,886
                                                                                    ------------   -------------
LIABILITIES

Payable for investments purchased                                                             63             309
Payable for trust interests redeemed                                                       4,430           7,711
                                                                                    ------------   -------------
     Total liabilities                                                                     4,493           8,020
                                                                                    ------------   -------------
Commitments and contingencies (Note 3)
NET ASSETS                                                                          $ 13,121,055   $  15,924,866
                                                                                    =============  =============
Net assets consist of:
     Trust interests                                                                $  5,922,256   $   6,495,669
     Unrealized investment gains                                                       7,198,799       9,429,197
                                                                                    ------------   -------------
NET ASSETS, for 414,174,724 and 454,996,183 trust interests outstanding,
  respectively                                                                      $  13,121,055  $  15,924,866
                                                                                    =============  =============
NET ASSET VALUE, offering price and redemption price per trust interest
  ($13,121,055/ 414,174,724) and ($15,924,866/ 454,996,183) trust interests,
  respectively                                                                      $       31.68  $       35.00
                                                                                    =============  =============
</TABLE>




                       See accompanying notes which are an
                  integral part of these financial statements.


                                       11

<PAGE>



                           METLIFE POLICYHOLDER TRUST

                            STATEMENTS OF OPERATIONS
                    FOR THE YEAR ENDED DECEMBER 31, 2001 AND
                FOR THE PERIOD APRIL 7, 2000 (DATE OF INCEPTION)
                            THROUGH DECEMBER 31, 2001
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                         2001              2000
                                                                     -----------       -----------
<S>                                                                  <C>               <C>
NET INVESTMENT INCOME                                                $    84,064       $    91,913
                                                                     -----------       -----------
NET INVESTMENT GAINS
   Net realized investment gains                                         288,283           307,103
   Change in net unrealized investment gains                          (2,230,398)        9,429,197
                                                                     -----------       -----------
NET GAIN (LOSS)                                                       (1,942,115)        9,736,300
                                                                     -----------       -----------
NET (DECREASE) INCREASE IN NET ASSETS RESULTING FROM OPERATIONS      $(1,858,051)      $ 9,828,213
                                                                     ===========       ===========
</TABLE>




                       See accompanying notes which are an
                  integral part of these financial statements.



                                       12
<PAGE>



                           METLIFE POLICYHOLDER TRUST

                       STATEMENTS OF CHANGES IN NET ASSETS
                    FOR THE YEAR ENDED DECEMBER 31, 2001 AND
                FOR THE PERIOD APRIL 7, 2000 (DATE OF INCEPTION)
                            THROUGH DECEMBER 31, 2000
                  (IN THOUSANDS, EXCEPT TRUST INTEREST AMOUNTS)

<TABLE>
<CAPTION>
                                                                                              2001          2000
                                                                                        ------------   -------------
<S>                                                                                     <C>            <C>
Operations
  Net investment income                                                                 $     84,064   $      91,913
  Net realized investment gains                                                              288,283         307,103
  Change in net unrealized investment gains                                               (2,230,398)      9,429,197
                                                                                        ------------   -------------
  NET (DECREASE) INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                         (1,858,051)      9,828,213
                                                                                        ------------   -------------
Distributions to holders of trust interests
  From net investment income                                                                 (84,064)        (91,913)
  From net realized investment gains                                                        (288,283)       (307,103)
                                                                                        ------------   -------------
     TOTAL DISTRIBUTIONS                                                                    (372,347)       (399,016)
                                                                                        ------------   -------------
Trust interest transactions
  Trust interests deposited into the Trust                                                        --       7,046,150
  Trust interests issued                                                                      15,999          31,292
  Cost of trust interests redeemed                                                          (258,136)       (581,773)
  Cost of trust interests withdrawn                                                         (331,276)             --
                                                                                        ------------   -------------
  NET (DECREASE) INCREASE IN NET ASSETS RESULTING FROM TRUST INTEREST TRANSACTIONS          (573,413)      6,495,669
                                                                                        ------------   -------------
  TOTAL (DECREASE) INCREASE IN NET ASSETS                                                 (2,803,811)     15,924,866
NET ASSETS
  Beginning of period                                                                     15,924,866              --
                                                                                        ------------   -------------
  End of period                                                                         $ 13,121,055   $  15,924,866
                                                                                        ============   =============
OTHER INFORMATION
Trust interest rollforward
  Trust interests, January 1, 2001                                                       454,996,183              --
  Trust interests deposited into the Trust, April 7, 2000                                         --     494,466,664
  Trust interests issued                                                                     540,804       1,355,653
  Trust interests redeemed                                                               (18,114,854)    (40,826,134)
  Trust interests withdrawn                                                              (23,247,409)             --
                                                                                        ------------   -------------
  Balance, December 31                                                                   414,174,724     454,996,183
                                                                                        ============   =============
</TABLE>





                       See accompanying notes which are an
                  integral part of these financial statements.


                                       13

<PAGE>



                           METLIFE POLICYHOLDER TRUST

                          NOTES TO FINANCIAL STATEMENTS
            (DOLLAR AMOUNTS ARE 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 (the "Trustee") and ChaseMellon Shareholder Services LLC, as custodian
(the "Custodian"), in connection with the conversion of Metropolitan Life from a
mutual life insurance company to a stock life insurance company.

         Under the Plan and the Trust Agreement, certain eligible policyholders
of Metropolitan Life (the "Trust Eligible Policyholders") were allocated 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.

 SUMMARY OF CRITICAL ACCOUNTING POLICIES

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to adopt accounting policies and make estimates and assumptions that
affect amounts reported in the Trust's financial statements. The critical
accounting policies and related judgments underlying the Trust's financial
statements require management to make subjective judgments that frequently
require estimates about matters that are inherently uncertain.

         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 effect 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.


                                       14

<PAGE>




 GENERAL ACCOUNTING POLICIES

          EQUITY SECURITIES

         Equity securities are reported at their estimated fair value.
Unrealized gains and losses on securities are recorded in the Statement 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.
All security transactions are recorded on a trade date basis.

         CASH AND CASH EQUIVALENTS

         The Trust considers all liquid 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.

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. 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. 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

         The Trust is not as of the date of this filing a party to any pending
legal proceeding.

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 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.


                                       15

<PAGE>



ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         None.


                                       16

<PAGE>



                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

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

ITEM 11. EXECUTIVE COMPENSATION.

         Not Applicable.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         No person is the beneficial owner of more than five percent of the
Trust Interests.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Not Applicable.


                                       17

<PAGE>



                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(A)      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 7.

         2.       Financial Statement Schedules
                  Not applicable.

         3.       Exhibits
                  The exhibits are listed in the Exhibit Index which begins on
                  page E-1.

(B)      Reports on Form 8-K:

         There were no Reports on Form 8-K filed during the fourth quarter of
         2001.



                                       18

<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 28, 2002

                               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: Senior Financial Services Officer






                                       19


<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., incorporated herein by
           reference to Exhibit 3.2 to the 2000 Annual Report.

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.                              22
</TABLE>


                                      E-1