UNITED STATES 
                     SECURITIES AND EXCHANGE COMMISSION 
                           WASHINGTON, D.C. 20549 
                 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) 
                   OF THE SECURITIES EXCHANGE ACT OF 1934 
                                      
                                 FORM 10-Q 
                                      
[x]   Quarterly report pursuant to Section 13 or 15(d) of the 
      Securities Exchange Act of 1934 
 
For the quarterly period ended September 30, 1996 
                               ------------------ 
                           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 33-20104 
                       -------- 
                       MetLife Texas Holdings, Inc. 
------------------------------------------------------------------------ 
           (Exact name of registrant as specified in its charter) 
         Delaware                                  13-3437648 
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(State or other jurisdiction of                (I.R.S. Employer 
 incorporation or organization)                 Identification No.) 
 One Madison Avenue, New York, New York                    10010 
------------------------------------------------------------------------ 
(Address of principal executive offices)                 (Zip Code) 
Registrants telephone number, including area code     (212)578-3437 
                                                      --------------- 
                              Not Applicable 
------------------------------------------------------------------------ 
(Former name, former address and former fiscal year, if changed since last 
                                  report) 
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        . 
                                                      ------       ------ 
 
                   APPLICABLE ONLY TO CORPORATE ISSUERS 
 
Indicate the number of shares outstanding of each of the issuers classes 
of common stock, as of the latest practicable date. 
Common Stock, $1.00 Par Value                            1,000 
-----------------------------            --------------------------------- 
       Title of Class                    Outstanding at September 30, 1996 
 
METLIFE TEXAS HOLDINGS, INC. 
 
                                   INDEX 
                                   ----- 
Part I.   FINANCIAL INFORMATION                         Page No(s) 
                                                       ---------- 
Item 1.   Financial Statements 
 
          Condensed Consolidated Statements of 
          Income for the quarters and years-to-date 
          ended September 30, 1996 and 1995 (Unaudited)     3-4 
 
          Condensed Consolidated Balance Sheets 
          as of September 30, 1996 (Unaudited) and 
          December 31, 1995                                 5 
 
          Condensed Consolidated Statements of 
          Cash Flows for the years-to-date ended 
          September 30, 1996 and 1995 (Unaudited)           6 
 
          Notes to Condensed Consolidated Financial 
          Statements (Unaudited)                            7-9 
 
Item 2.   Managements Discussion and Analysis of 
          Financial Condition and Results of Operations     10-15 
 
Part II.  OTHER INFORMATION 
 
Item 1.   Legal Proceedings                                 16 
 
Item 6.   Exhibits and Reports on Form 8-K 
          (including Exhibit Index)                         16 
 
Signatures                                                  17 
 
 
METLIFE TEXAS HOLDINGS, INC. 
 
PART I - FINANCIAL INFORMATION 
 
Item 1.  Financial Statements 
METLIFE TEXAS HOLDINGS INC. AND SUBSIDIARY 

<TABLE> 
<CAPTION> 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME 
(Unaudited) 
                                                For the Quarter Ended       For the Nine Months Ended 
                                                   September 30,                September 30, 
                                                  1996       1995           1996           1995 
                                                -------    -------          -------        ------- 
                                                                  (In Thousands) 
<S>                                             <C>        <C>             <C>            <C>  
Revenues: 
Insurance revenues 
  Traditional life insurance premiums........   $ 3,588    $  3,246        $10,467        $ 9,211 
  Universal life and investment product 
    policy charges...........................     3,858       3,171         11,257         10,463 
Investment income (less related expenses)....     8,069       7,799         24,197         22,997 
Trading securities-unrealized loss...........         0           0           (205)             0 
Realized gain on investments.................     1,225         258            873            263 
Other income.................................         2         112            220            284 
                                                -------     -------        -------        ------- 
                                                 16,742      14,586         46,809         43,218 
                                                -------     -------        -------        ------- 
Benefits, Claims and Expenses: 
Policyholder benefits and claims.............     4,054       3,384         10,130          9,113 
Change in liability for future 
  policyholder benefits......................     5,794       5,918         18,210         16,997 
Operating expenses...........................     1,988       1,830          6,098          5,361 
Commissions, taxes and fees..................       874         868          2,592          2,462 
Amortization of policy acquisition costs.....       839       1,127          2,627          2,773 
Amortization of cost of insurance acquired...       525         547          1,573          1,669 
 
                                                -------     -------        -------        ------- 
                                                 14,074      13,674         41,230         38,375 
                                                -------     -------        ------        ------- 
Income before income taxes...................     2,668         912          5,579          4,843 
                                                -------     -------        -------        ------- 
 
Provision (benefit) for federal income taxes 
  Current....................................       839         550          2,120          1,989 
  Deferred...................................       (67)       (261)          (303)          (258) 
                                                -------     -------        -------        ------- 
                                                    772         289          1,817          1,731 
                                                -------     -------        -------        ------- 
Net income...................................   $ 1,896     $   623        $ 3,762        $ 3,112 
                                                =======     =======        =======        ======= 
</TABLE> 
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
METLIFE TEXAS HOLDINGS, INC. AND SUBSIDIARY 
CONDENSED CONSOLIDATED BALANCE SHEETS 
(In Thousands)                           September 30,  December 31, 
                                               1996       1995 
                                         ------------- ------------ 
ASSETS                                     (Unaudited) 
Investments: 
     Fixed maturities available for sale.... $264,759  $276,101 
     Fixed maturities held to maturity......   53,401    59,406 
     Fixed maturities held for trading......        0    13,134 
     Equity securities......................    2,510     3,362 
     Mortgage loans.........................   33,203    35,155 
     Cash and cash equivalents..............   62,990    20,930 
     Policy loans...........................   30,358    29,642 
     Other..................................    3,539     3,550 
                                             --------  -------- 
                                              450,760   441,280 
Deferred policy acquisition costs...........   47,685    38,474 
Cost of insurance acquired..................   41,161    36,911 
Goodwill....................................    4,203     4,352 
Investment income due and accrued...........    5,405     6,194 
Amounts due from reinsurers.................    5,834     4,706 
Other.......................................    3,481     4,803 
                                             --------  -------- 
TOTAL ASSETS                                 $558,529  $536,720 
                                             ========  ======== 
LIABILITIES AND STOCKHOLDERS EQUITY 
Liabilities: 
Policy liabilities..........................  $402,964 $384,825 
Deferred federal income tax.................    15,667   17,044 
Contingent notes payable....................     7,874    7,874 
Notes payable to affiliates.................    12,500   12,500 
Accrued general expenses....................    10,959    9,659 
Other.......................................    17,370   15,138 
                                              -------- -------- 
Total Liabilities...........................   467,334  447,040 
                                              -------- -------- 
Stockholders Equity: 
Common stock, par value $1.00 (1,000 shares 
  authorized, issued and outstanding).......         1        1 
Additional paid-in capital..................    60,200   60,200 
Retained earnings...........................    30,608   26,845 
Net unrealized investment gains on 
  fixed maturities available for sale and 
  equity securities.........................       386    2,634 
                                              -------- -------- 
Total Stockholders Equity..................    91,195   89,680 
                                              -------- -------- 
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY    $558,529 $536,720 
                                              ======== ======== 
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. 
METLIFE TEXAS HOLDINGS, INC. AND SUBSIDIARY 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
(Unaudited) 
(In Thousands) 
                                                    For the 
                                               Year-to-Date Ended 
                                                  September 30, 
                                                 1996       1995 
                                               -------    ------- 
OPERATING ACTIVITIES 
  Net Income..................................$  3,762    $ 3,112 
  Adjustments to reconcile net income to cash 
  provided by operating activities: 
    Decrease in liability for future 
      policy benefits and other policy 
      liabilities.............................    (511)    (1,055) 
    Amortization and depreciation.............   4,768      4,677 
    Increase in other assets..................  (1,805)    (2,047) 
    Increase in deferred policy 
      acquisition costs.......................  (7,774)    (6,936) 
    Increase in other non-policy related 
      liabilities.............................   2,912      3,819 
    Decrease(increase) in trading securities..  13,134    (12,514) 
    Interest credited to policyholder accounts  14,385     13,693 
                                              --------    ------- 
CASH PROVIDED BY OPERATING ACTIVITIES.........  28,871      2,749 
                                              --------    ------- 
INVESTING ACTIVITIES 
  Purchase of investments and loans made......(127,796)  (48,064) 
  Sale or maturities of investments and 
    receipts from repayment of loans.......... 136,406    50,886 
                                              --------   ------- 
CASH PROVIDED BY INVESTING ACTIVITIES.........   8,610     2,822 
                                              --------   ------- 
FINANCING ACTIVITIES 
  Net receipts from universal life policyholders 
    credited to policyholder account balances.   4,265     2,637 
  Other.......................................     314       291 
                                              --------   ------- 
CASH PROVIDED BY FINANCING ACTIVITIES.........   4,579     2,928 
                                              --------   ------- 
INCREASE IN CASH AND CASH EQUIVALENTS.........  42,060     8,499 
CASH AND CASH EQUIVALENTS AT BEGINNING OF 
  PERIOD......................................  20,930    10,092 
                                              --------   ------- 
CASH AND CASH EQUIVALENTS AT END OF PERIOD....$ 62,990   $18,591 
                                              ========   ======= 
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. 
METLIFE TEXAS HOLDINGS, INC. AND SUBSIDIARY 
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
 
September 30, 1996 (Unaudited) 
 
The accompanying unaudited condensed consolidated financial statements have 
been prepared in accordance with generally accepted accounting principles 
for interim financial information and the instructions to Form 10-Q and 
Article 10 of Regulation S-X.  Accordingly, they do not include all of the 
information and footnotes required by generally accepted accounting 
principles for complete financial statements.  In the opinion of 
management, all adjustments (consisting of normal recurring adjustments) 
considered necessary for a fair presentation have been included.  Operating 
results for the nine months ended September 30, 1996 are not necessarily 
indicative of the results that may be expected for the year ending December 
31, 1996.  For further information, refer to the consolidated financial 
statements and footnotes thereto included in the Registrants Annual Report 
on Form 10-K for the year ended December 31, 1995. 
 
NOTE 1 - CONTINGENT PAYMENT NOTES 
 
MetLife Texas Holdings, Inc. (Holdings) issued 9.41% Contingent Payment 
Notes (Notes) in the face amount of $12,800,000 in connection with its 
acquisition of Texas Life Insurance Company (TLIC) on July 31, 1988.  The 
principal amount of these Notes is due on December 31, 1997 (unless 
redeemed earlier at the option of Holdings) and interest is payable semi- 
annually at the stated interest rate of 9.41%.  The principal and interest 
payments on the Notes are, however, subject to reduction.  In general, the 
reduction is equal to the difference between the contractual terms of, and 
amounts of principal and interest payments actually received by TLIC on, 
certain specified real estate mortgage notes receivable (Pool Loans).  The 
holders of the Notes received no interest for the nine months ended 
September 30, 1996 and 1995. 
 
The carrying value of the Notes in the accompanying Condensed Consolidated 
Balance Sheets was reduced by a valuation allowance for possible losses of 
$4,703,000 at both September 30, 1996 and December 31, 1995.  The carrying 
value of the related Pool Loans was reduced by a valuation allowance of 
$2,603,000 at September 30, 1996 and $2,451,000 at December 31, 1995. 
 
See Note 9 to the consolidated financial statements included in the 
Registrants Annual Report on Form 10-K for the fiscal year ended December 
31, 1995 for a description of certain restrictions on Holdings contained in 
the indenture pursuant to which the Notes were issued. 
 
NOTE 2 - NOTES PAYABLE TO AFFILIATES 
 
On June 30, 1989, TLIC issued a $7,000,000 note payable (called a surplus 
debenture) to Metropolitan Life Insurance Company (Metropolitan), the 
 
METLIFE TEXAS HOLDINGS, INC. AND SUBSIDIARY 
 
parent of Holdings.  Such note has no specified maturity date and semi- 
annual principal payments will not begin until TLICs statutory surplus, as 
calculated under Texas insurance regulations, increases to $50,000,000. 
TLICs statutory surplus amounted to $28,980,000 at September 30, 1996. 
Interest is payable semi-annually at any time TLICs statutory surplus is 
in excess of $12,798,000.  The note bears interest at a rate of 7.60% per 
annum until June 30, 1999, at which time, it will be adjusted to a rate 
equal to 0.75% over the then five year U.S. Treasury note rate.  Interest 
of $266,000 was paid on July 9, 1996, January 2, 1996, June 30, 1995 and 
January 2, 1995. 
 
An additional $5,500,000 note payable (also called a surplus debenture) was 
issued by TLIC to MetLife Credit Corp., a wholly-owned subsidiary of 
Metropolitan, on December 31, 1990.  Such note has no specified maturity 
date and annual principal payments will not begin until TLICs statutory 
surplus, as calculated under Texas insurance regulations, increases to 
$40,000,000.  This note must be repaid in full before TLIC can make any 
principal payments on the $7,000,000 note payable to Metropolitan discussed 
above.  Interest is payable monthly, at a variable interest rate which is 
set by MetLife Credit Corp. on the first of each month, at any time TLICs 
statutory surplus exceeds $10,000,000.  $295,000 of interest was paid for 
the first nine months of 1996 and $315,000 was paid for the comparable 
period of 1995. 
 
NOTE 3 - REINSURANCE 
 
Reinsurance receivables of $5,565,000 and $5,385,000 are recorded in 
accordance with Statement of Financial Accounting Standards No. 113 
Accounting and Reporting for Reinsurance of Short-Duration and Long- 
Duration Contracts, and are included in other assets in the accompanying 
September 30, 1996 and December 31, 1995 Condensed Consolidated Balance 
Sheets, respectively.  For the nine months ended September 30, 1996 and 
September 30, 1995, earned premiums ceded were $6,136,000 and $5,550,000, 
respectively, and recoveries recognized under reinsurance contracts were 
$3,549,000 and $3,253,000, respectively. 
 
NOTE 4 - INVESTMENTS 
 
As of January 1, 1994, Holdings adopted Statement of Accounting Standards 
No. 115 Accounting for Certain Investments in Debt and Equity Securities 
(SFAS No. 115).  SFAS No. 115 establishes standards of financial accounting 
and reporting for investments in equity securities that have readily 
determinable fair values and for all investments in debt securities.  As a 
result of the adoption of SFAS No. 115, stockholders equity at September 
30, 1996 and December 31, 1995, as shown on the Condensed Consolidated 
Balance Sheets, were impacted as follows:  at September 30, 1996 
stockholders equity was decreased approximately $1,994,000 after positive 
adjustments of $4,063,000 for deferred acquisition costs, $1,074,000 for 
deferred federal income taxes, and $5,823,000 for the cost of insurance 
 
METLIFE TEXAS HOLDINGS, INC. AND SUBSIDIARY 
 
acquired; and at December 31, 1995 stockholders equity was increased 
approximately $2,634,000 after negative adjustments of $8,029,000 for 
deferred acquisition costs, $1,281,000 for deferred federal income taxes 
and $11,059,000 for the cost of insurance acquired. 
 
NOTE 5 - MORTGAGE LOANS 
 
As of January 1, 1995, Holdings adopted Statement of Accounting Standards 
No. 114, Accounting by Creditors for Impairment of a Loan, as amended by 
SFAS No. 118, Accounting by Creditors for the Impairment of a Loan - 
Income Recognition and Disclosure, which addresses the accounting by 
creditors for the impairment of certain loans.  Total impaired loans and 
the allowance for all known credit losses on mortgages were $2,952,000 and 
$3,306,000, respectively, at September 30, 1996.  Holdings primary policy 
is to utilize the cash basis of accounting for the recognition of interest 
income on impaired loans. 
 
The average recorded investment in impaired loans during the nine months 
ended September 30, 1996 was $2,952,000  and the related interest income 
recognized during the period related to impaired loans was $22,000 on both 
the accrual and cash bases of accounting. 
 
Activity in the allowance for credit losses for the nine months ended 
September 30, 1996 was as follows: 
 
             Balance at December 31, 1995       $3,302,000 
             Provision for impaired loans                - 
             Write-downs                          (310,000) 
             Recoveries                            314,000 
                                                ---------- 
             Balance at September 30, 1996      $3,306,000 
                                                ========== 
METLIFE TEXAS HOLDINGS, INC. 
 
Item 2.  Managements Discussion and Analysis of Financial Condition 
         and Results of Operations 
 
RESULTS OF OPERATIONS 
 
HISTORICAL RESULTS OF OPERATIONS 
 
MetLife Texas Holdings, Inc. (Holdings) is a wholly-owned subsidiary of 
Metropolitan Life Insurance Company (Metropolitan) and was formed for the 
purpose of acquiring Texas Life Insurance Company (TLIC).  Holdings 
unconsolidated revenues are exclusively attributable to its interest 
bearing investments.  Therefore, the changes in the Condensed Consolidated 
Statements of Income that are discussed below are primarily attributable to 
TLIC. 
 
THIRD QUARTER RESULTS 
 
TLICs sales in annualized premiums, which represent the annualization of 
first year premiums on business issued during the current period and are 
used to measure production, were $2.5 million for the quarter ended 
September 30, 1996, up $90,000, or 3.7%, from the quarter ended September 
30, 1995.  This reflected a $187,000, or 16.8%, increase in universal life 
product sales, reflecting the success of the Convenient Life product, with 
partially offsetting decreases of $52,000, or 4.9%, in permanent 
traditional life product sales and $45,000, or 16.7%, in term life sales. 
 
Consolidated third quarter revenues increased $2,156,000, or 14.8%, 
primarily because of (i) a $342,000, or 10.5%, increase in traditional life 
insurance premiums and a $687,000, or 21.7%, increase in universal life and 
investment product policy charges, both related to the increase in sales 
over the past few years, and (ii) a $967,000 increase in realized gains 
primarily related to a rebalancing of the mortgage-backed securities 
portfolio in the third quarter of 1996. 
 
Consolidated third quarter 1996 benefits, claims and expenses increased 
$400,000, or 2.9%, over the comparable period of 1995.  This was primarily 
attributable to a $670,000, or 19.8%, increase in policyholder benefits and 
claims related to a $686,000, or 274.4%, increase in traditional life 
surrenders caused by the surrender of several large policies. This increase 
was partially offset by a $288,000, or 25.6%, decrease in the amortization 
of deferred policy acquisition costs caused by a slowing down of the rate 
of amortization in the third quarter of 1996 versus the comparable period 
of 1995 as a result of the change in product mix. 
 
Federal income taxes increased $483,000, or 167.1%, for the third quarter 
of 1996 versus the comparable period of 1995.  This resulted from a 
$289,000 increase in current taxes and a $194,000 decrease in deferred tax 
benefits.  Current taxes increased $190,000 due to an increase in 
 
METLIFE TEXAS HOLDINGS, INC. 
 
statutory income and $110,000 as a result of the increase in realized 
capital gains discussed above.  Deferred tax benefits decreased $203,000 
due primarily to the increase in the difference between the book and tax 
bases of deferred policy acquisition costs in the third quarter of 1996 
versus the third quarter of 1995. 
 
As a result of the items discussed above, net income increased $1,273,000, 
or 204.3%, for the third quarter of 1996 versus the comparable period of 
1995. 
 
YEAR-TO-DATE RESULTS 
 
TLICs sales in annualized premiums were $6.7 million for the nine months 
ended September 30, 1996, up $517,000, or 8.4%, over the comparable period 
of 1995.  During this period, universal life sales increased $393,000, or 
12.7%, due primarily to the success of TLICs Convenient Life product, 
sales of permanent traditional life products increased $121,000, or 5.3%, 
while sales of term life products were flat. 
 
Consolidated year-to-date revenue increased $3,591,000, or 8.3%, over the 
first nine months of 1995 primarily related to (i) a $1,256,000, or 13.6%, 
increase in traditional life premiums and a $794,000, or 7.6%, increase in 
universal life and investment product policy charges, both attributable to 
increased sales in recent years, (ii) a $1,200,000, or 5.2%, increase in 
net investment income attributable to an increase in invested assets and 
higher yields on invested assets and (iii) a $610,000 increase in realized 
gains primarily related to the sale of mortgage-backed securities in the 
third quarter of 1996. 
 
Benefits, claims and expenses increased $2,855,000, or 7.4%, for the first 
nine months of 1996 over the comparable period of 1995.  This increase is 
primarily attributable to (i) a $1,017,000, or 11.2%, increase in 
policyholder benefits and claims related primarily to a $484,000, or 37.0%, 
increase in traditional life surrenders, as discussed in third quarter 
results above, and a $390,000, or 6.0%, increase in death claims, primarily 
on universal life products, (ii) a $1,213,000, or 7.1%, increase in the 
change in liability for future policyholder benefits related to the 
increase in traditional life insurance in force resulting from increased 
sales and the aging of the block of traditional life business in force, and 
(iii) a $737,000, or 13.7%, increase in operating expenses primarily 
related to the increase in sales. 
 
Federal income taxes increased $86,000, or 5.0%, for the first nine months 
of 1996 versus the first nine months of 1995.  This resulted from a 
$131,000, or 6.6%, increase in current taxes partially offset by a $45,000 
increase in deferred tax benefits. 
 
 
 
 
METLIFE TEXAS HOLDINGS, INC. 
 
As a result of the items discussed above, net income for the nine months 
ended September 30, 1996 increased $650,000, or 20.9%, from the comparable 
period of 1995. 
 
LIQUIDITY AND CAPITAL RESOURCES 
 
Holdings sole activities consist of the investment of its assets in 
certain high grade, liquid investments permitted by the indenture pursuant 
to which its Contingent Payment Notes (Notes) were issued (see Note 1 to 
the accompanying consolidated condensed financial statements), 
administration of its Notes and ownership of the outstanding stock of its 
wholly-owned subsidiary, TLIC.  Since payment of principal on the Notes is 
not required until 1997, Holdings does not have substantial short-term 
liquidity needs.  Nevertheless, on September 30, 1996, Holdings had $17.7 
million of high grade, liquid investments which will be available to make 
the required principal payments, if any, on the Notes in 1997.  It is 
likely that Holdings will be required to make a payment on the Notes at 
their maturity in December 1997; however, it is impossible to predict, at 
this time, the magnitude of such payment. 
 
For the nine months ended September 30, 1996 Holdings had a loss of 
$19,000, on a stand alone basis, versus a loss of $9,000 for the comparable 
period of 1995.  September 30, 1996 results are not necessarily indicative 
of the results that may be expected for the year ended December 31, 1996. 
No interest payments on the Notes were required to be made in 1996 or 1995. 
Holdings does not expect to be required to make any interest payments on 
the Notes in 1997.  Holdings funds, including earnings on its investments, 
are sufficient to make any required payments on the Notes. 
 
On June 30, 1989, TLIC issued a $7 million note payable to Metropolitan 
and, on December 31, 1990, it issued a $5.5 million note payable to MetLife 
Credit Corp., a wholly-owned subsidiary of Metropolitan (see Note 2 to the 
accompanying financial statements).  While both of these notes are 
considered a liability by the Registrant on a GAAP basis, they are surplus 
for TLIC on a statutory basis.  The $7 million note payable was issued to 
provide additional statutory surplus to TLIC for expansion of premium 
writings.  Increases in first year premium volume reduce statutory surplus 
since, for statutory purposes, acquisition costs are expensed rather than 
deferred.  The $5.5 million note payable is being used to provide a 
voluntary statutory reserve for mortgage loans and foreclosed properties. 
The Registrant has no outstanding borrowings other than the Notes and 
TLICs notes payable to Metropolitan and MetLife Credit Corp. and has no 
need or plans to borrow funds in the foreseeable future other than 
additional notes which may be issued to affiliates by TLIC to provide 
 
 
 
 
 
METLIFE TEXAS HOLDINGS, INC. 
 
additional statutory surplus.  Borrowings by Holdings are prohibited by the 
terms of the indenture pursuant to which the Notes were issued. 
 
The Registrant is involved in the life insurance business solely through 
its ownership of TLIC.  The liabilities of TLIC are predominantly long-term 
in nature and, therefore, in order to match these liabilities with assets, 
TLIC has long-term fixed maturity investments such as bonds and mortgages. 
 
Most of TLICs invested assets are investment grade securities to provide 
ample protection for its policyholders.  As of September 30, 1996, TLIC had 
$4,976,000 of securities rated below investment grade by the National 
Association of Insurance Commissioners, representing 1.4% of its total 
investment securities.  Two of these investments, which are carried on the 
balance sheet at $183,000, were in default as to interest at September 30, 
1996. 
 
TLIC has mortgage loans with a carrying value of $33,203,000 ($36,509,000 
book value less $3,306,000 reserve for losses) at September 30, 1996.  The 
carrying value of these mortgage loans comprises 7.7% of total invested 
assets.  The reserve represents 9.1% of total mortgage loan book value. 
Management believes that the reserve for losses is adequate. 
 
Delinquent mortgage loans (those overdue more than 90 days) totaled 
$2,952,000 at both September 30, 1996 and December 31, 1995 and are 
comprised of three performing cash flow commercial loans.  Expressed as a 
percentage of mortgage loans, delinquencies were 8.1% at September 30, 
1996, 7.7% at December 31, 1995 and 8.0% at September 30, 1995. 
 
Included in the mortgage loan balance is $3,421,000 of loans on watch 
(i.e., loans which are not delinquent over 90 days but are being monitored 
more closely for possible problems in the future).  Of the ten loans 
included in this category, nine loans (totaling $3,201,000) are current and 
one loan (with a balance of $220,000) is 60 days overdue. 
 
TLICs mortgage loan portfolio includes $17,938,000 of commercial loans, 
$18,187,000 of agricultural loans, $63,000 of loans on apartments and 
$321,000 of residential loans.  50.2% of these loans are in Texas and the 
remaining 49.8% are spread over 13 states.  The gross yield on all mortgage 
loans was 8.3% for the nine months ended September 30, 1996 and for the 
year ended December 31, 1995. 
 
Since its acquisition by Holdings, TLIC has made twelve new commercial 
mortgage loans, with a book value aggregating $5,038,000, fifteen purchase 
money mortgages on foreclosed real estate aggregating $4,163,000 and 44 
agricultural loans aggregating $20,203,000 through Metropolitans 
Agricultural Investments Department, for a total of $29,404,000.  Since the 
 
 
METLIFE TEXAS HOLDINGS, INC. 
 
acquisition, TLICs policy relating to new loans is not to loan more than 
75% of appraised value based on earnings conditions at the time of the 
loan.  Additionally, these loans are issued to borrowers having strong 
financial backgrounds.  Collateral on loans generally includes personal 
guarantees for the entire amount of the mortgage indebtedness as well as a 
lien on the mortgaged property.  Loans generally mature within ten years, 
with recent ten year loans containing a provision for adjustment in the 
interest rate after three or five years. 
 
As of September 30, 1996, TLIC had $982,000 of foreclosed real estate which 
had a loss of $6,000 in the first nine months of 1996.  This consists of 
one acreage loan with a book value of $982,000. 
 
Due to the relatively small amount of TLICs below investment grade and non- 
performing investments, they have not had, and are not expected to have, a 
material effect on TLICs financial condition or results of operations. 
 
TLIC maintains liquidity through its selection of investments.  Over 80 
percent of its securities at September 30, 1996 were readily marketable 
securities, primarily publicly traded bonds and stocks.  TLIC must maintain 
adequate liquidity to provide funds needed to make current payments to 
policyholders.  Significant changes in market interest rates could affect 
TLICs liquidity.  TLIC has utilized an asset/liability matching process to 
help determine the investment rate it can credit to its policyholders. 
TLICs universal life insurance products are credited an interest rate 
based upon earnings from allocated assets less an interest rate margin. 
Managements philosophy has been to maintain a credited interest rate based 
on the returns on its allocated investments rather than to credit current 
market rates to its previously issued policies.  Significant increases in 
its competitors credited rates could cause TLIC either to reduce its 
margin or to credit a rate that may be noncompetitive, which may result in 
surrenders of policies.  However, TLIC has high surrender charges on most 
of its universal life products during the first ten policy years (and 
during the ten years following any increases in the policy face amount) 
that would discourage surrenders or result in low surrender values.  A 
reduction in market interest rates could reduce the reinvestment rate of 
its fixed investments and result in a lower than expected yield.  However, 
in this environment, TLIC could reduce the rates credited to the products 
underlying these investments and maintain its interest rate margin without 
risking significant amounts of surrenders of policies.  Thus, changes 
(other than sudden significant changes) in the interest rate environment 
and the resulting changes in the interest rates credited to policyholders 
would not significantly affect withdrawal experience because of the 
significance of surrender charges to policyholders. 
 
 
 
 
 
 
METLIFE TEXAS HOLDINGS, INC. 
 
However, a sudden significant increase in current market rates could have a 
material adverse impact on TLICs liquidity because policyholders might 
convert to products of competitors to which higher rates are credited. 
Conversely, sudden declines in interest rates could materially increase 
TLICs liquidity if the issuers of TLICs fixed rate long-term investments 
exercise their bond call options or refinance at lower rates the mortgages 
that are owned by TLIC.  Although they can significantly affect TLICs 
liquidity, the impact of sudden increases or decreases in the interest rate 
environment would be tempered by the fact that 40% of TLICs insurance in 
force is traditional life insurance, which is not as susceptible to changes 
in the interest rate environment (31% of TLICs insurance in force is term 
insurance, which has no cash surrender value and is not impacted by changes 
in the interest rate). 
 
In addition to the large amount of readily marketable securities referred 
to above, it is also TLICs policy to maintain at least $5,000,000 of cash 
and short-term investments less any commitments for investment purchases 
within the next month.  At September 30, 1996, it had approximately 
$616,000 of cash and $57,100,000 of short-term investments and investment 
commitments of $48,300,000 for October. 
 
 
 
 
METLIFE TEXAS HOLDINGS, INC. 
 
PART II - OTHER INFORMATION 
 
Item 1.   Legal proceedings 
 
Neither Holdings nor its subsidiary are involved in any pending or 
threatened legal proceedings. 
 
Item 6.   Exhibits and Reports on Form 8-K 
 
     (a)  Exhibits 
 
          Exhibit Index 
 
          4.1  Form of Indenture, dated as of July 27, 1988, between 
               Registrant and Bankers Trust Company, as Trustee, is herein 
               incorporated by reference to Exhibit 4.1 to Registrants 
               Form S-1 filed with the Securities and Exchange Commission 
               (File No. 33-20104), which became effective on May 13, 1988. 
 
         28.1  Registrants Form 10-K for the fiscal year ended December 
               31, 1995, filed with the Securities and Exchange Commission 
               on March 28, 1996, is herein incorporated by reference. 
 
     (b) Reports on Form 8-K - No report on Form 8-K was filed during the 
         quarter ended September 30, 1996. 
 
METLIFE TEXAS HOLDINGS, INC. 
 
 
                                SIGNATURES 
 
     Pursuant to the requirements 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. 
 
 
                                         METLIFE TEXAS HOLDINGS, INC. 
                                                 (Registrant) 
 
 
 
 
Date:  November 13, 1996                   By    Myron O. Schlanger 
                                            ----------------------------- 
                                                 Myron O. Schlanger 
                                            Vice-President and Controller 
                                              (Chief Financial Officer)