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, 1997
                               ------------------
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
------------------------------------------------------------------------
(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        .                 
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, 1997



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 nine months
          ended September 30, 1997 and 1996 (Unaudited)     3-4

          Condensed Consolidated Balance Sheets
          as of September 30, 1997 (Unaudited) and
          December 31, 1996                                 5

          Condensed Consolidated Statements of
          Cash Flows for the nine months ended
          September 30, 1997 and 1996 (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>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)                                           
                                               For the Quarter Ended       For the Nine Months Ended
                                                   September 30,                September 30,
                                                  <C>       <C>               <C>           <C>             
                                                  1997       1996            1997           1996
                                                -------    -------          -------        -------
                                                                (In Thousands)
Revenues
Insurance revenues
  Traditional life insurance premiums........   $ 3,573    $ 3,588         $10,660       $10,467
  Universal life and investment product
    policy charges...........................     4,544      3,858          13,079        11,257
Investment income (less related expenses)....     8,540      8,069          25,404        24,197
Trading securities-unrealized gain (loss)....         -          -               -          (205)
Realized gain on investments.................       180      1,225             274           873 
Other income.................................       271          2             772           220
                                                -------    -------         -------       -------
                                                 17,108     16,742          50,189        46,809
                                                -------    -------         -------       -------
Benefits, Claims and Expenses
Policyholder benefits and claims.............     3,994      4,054          12,425        10,130
Change in liability for future
  policyholder benefits......................     6,294      5,794          20,476        18,210
Operating expenses...........................     2,405      1,988           7,070         6,098
Commissions, taxes and fees..................       900        874           2,734         2,592
Amortization of policy acquisition costs.....       983        839           2,984         2,627
Amortization of cost of insurance acquired...       462        525           1,366         1,573
                                                -------    -------         -------       -------
                                                 15,038     14,074          47,055        41,230
                                                -------    -------         -------       -------
Income before income taxes...................     2,070      2,668           3,134         5,579
                                                -------    -------         -------       -------

                                                         -3



Provision (benefit) for federal income taxes
  Current....................................       792         839          1,629         2,120
  Deferred...................................      (276)        (67)          (818)         (303)
                                                -------     -------        -------       -------
                                                    516         772            811         1,817
                                                -------     -------        -------       -------
Net income...................................   $ 1,554     $ 1,896        $ 2,323       $ 3,762
                                                =======     =======        =======       =======                                   
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. 

</TABLE>




























                                                  -4-



METLIFE TEXAS HOLDINGS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
                                              <C>         <C>                                     
(In Thousands)                           September 30, December 31,              
                                        ------------- ------------
ASSETS                                     (Unaudited)
Investments
     Fixed maturities available for sale.... $345,891  $321,578
     Fixed maturities held to maturity......   49,630    53,145
     Equity securities......................    4,235     2,854
     Mortgage loans.........................   29,530    31,910
     Cash and cash equivalents..............   13,647    16,369
     Policy loans...........................   30,803    30,230
     Other..................................    4,045     3,541
                                             --------  --------
                                              477,781   459,627
Deferred policy acquisition costs...........   52,347    48,348
Cost of insurance acquired..................   35,830    39,033
Goodwill....................................    4,005     4,154
Investment income due and accrued...........    5,773     6,473
Amounts due from reinsurers.................    5,478     7,423
Other.......................................    3,930     3,922
                                       --------  --------
TOTAL ASSETS                                 $585,144  $568,980
                                             ========  ========
LIABILITIES AND STOCKHOLDERS EQUITY
Liabilities
Policy liabilities.......................... $416,271  $408,441
Deferred federal income tax.................   16,732    16,933
Contingent notes payable....................    7,874     7,874
Notes payable to affiliates.................   12,500    12,500
General expenses............................   12,578     8,668
Other.......................................   21,675    20,602
                                             --------  --------
Total Liabilities...........................  487,630   475,018
                                             --------  --------
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...........................   34,476    32,153
Net unrealized investment gains on
  fixed maturities available for sale and 
  equity securities.........................    2,837     1,608
                                             --------  --------
Total Stockholders Equity..................   97,514    93,962
                                             --------  --------
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY   $585,144  $568,980
                                             ========  ========
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

</TABLE>




                                     -5



METLIFE TEXAS HOLDINGS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
<TABLE>
                                                    For the 
                                                Nine Months Ended
                                                  September 30,
                                                <C>       <C>
                                               1997       1996
                                               -------    -------
OPERATING ACTIVITIES
  Net Income...................................$ 2,323   $ 3,762
  Adjustments to reconcile net income to cash
  provided by operating activities
    Decrease in liability for future policy
      benefits and other policy liabilities.... (2,737)     (511)
    Amortization and depreciation..............  4,919     4,768
    Decrease (increase) in other assets........  1,880    (1,805)
    Deferred policy acquisition costs.......... (8,455)   (7,774)
    Increase in other non-policy related
      liabilities..............................  4,149     2,912
    Decrease in trading securities.............      -    13,134
    Interest credited to policyholder accounts. 14,783    14,385
                                               -------   -------
CASH PROVIDED BY OPERATING ACTIVITIES.......... 16,862    28,871
                                               -------   -------
INVESTING ACTIVITIES
  Purchase of investments and loans made.......(57,120) (127,796)
  Sale or maturities of investments and
    receipts from repayment of loans........... 41,736   136,406
                                               -------   -------
CASH(USED FOR)PROVIDED BY INVESTING ACTIVITIES.(15,384)    8,610 
                                               -------   -------
FINANCING ACTIVITIES
  Net receipts from (withdrawals by) universal
    life policyholders credited to (withdrawn 
    from) policyholder account balances........ (4,216)    4,265
  Other........................................     16       314
                                               -------   -------
CASH(USED FOR)PROVIDED BY FINANCING ACTIVITIES. (4,200)    4,579
                                               -------   -------
(DECREASE)INCREASE IN CASH AND CASH EQUIVALENTS (2,722)   42,060
CASH AND CASH EQUIVALENTS AT BEGINNING OF
  PERIOD....................................... 16,369    20,930
                                               -------   -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.....$13,647   $62,990
                                               =======   =======
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

</TABLE>





                                  -6


METLIFE TEXAS HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 1997 (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, 1997 are not necessarily indicative of the results that 
may be expected for the year ending December 31, 1997.  For further 
information, refer to the consolidated financial statements and 
footnotes thereto included in the Registrants Annual Report on Form 10-
K for the fiscal year ended December 31, 1996.

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, 1997 and 1996.

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, 1997 and December 
31, 1996.  The carrying value of the related Pool Loans was reduced by 
a valuation allowance of $2,603,000 at both September 30, 1997 and 
December 31, 1996. 

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, 1996 for a description of certain restrictions on Holdings 
contained in the indenture pursuant to which the Notes were issued.





                                  -7


METLIFE TEXAS HOLDINGS, INC. AND SUBSIDIARY

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 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 $29,015,000 at September 30, 1997.  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 June 30, 1997, January 2, 1997, July 9, 1996 and 
January 2, 1996.

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.  $292,000 of interest was paid for the first nine months 
of 1997 and $295,000 was paid for the comparable period of 1996.

NOTE 3 - REINSURANCE

Reinsurance receivables of $5,238,000 and $6,569,000 are recorded in 
accordance with Statement of Financial Accounting Standards No. 113 
Accounting and Reporting for Reinsurance of Short-Duration and Long-
Duration Contracts in the accompanying September 30, 1997 and December 
31, 1996 Condensed Consolidated Balance Sheets, respectively.  For the 
nine months ended September 30, 1997 and September 30, 1996, earned 
premiums ceded were $6,133,000 and $6,136,000, respectively, and 
recoveries recognized under reinsurance contracts were $4,680,000 and 
$3,549,000, respectively.











                                   -8


METLIFE TEXAS HOLDINGS, INC. AND SUBSIDIARY

NOTE 4 - 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 $2,954,000 and $3,306,000, respectively, at September 
30, 1997.  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, 1997 was $2,953,000 and the related interest 
income recognized during the period related to impaired loans was 
$97,000 on both the accrual and cash bases of accounting.

Activity in the allowance for credit losses for the nine months ended 
September 30, 1997 was as follows

             Balance at December 31, 1996       $3,306,000
             Provision for impaired loans                -
             Write-downs                                 -
             Recoveries                                  -
                                                ----------
             Balance at September 30, 1997      $3,306,000
                                                ==========
























                                     -9


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 $2.2    million for the quarter 
ended September 30, 1997, down $315,000, or      12.5%, from the 
quarter ended September 30, 1996.  This reflected a $21,000, or 1.0%, 
increase in universal life product sales with decreases of $207,000, or 
74.2%, in permanent traditional life product sales and $129,000, or 
57.6%, in term life sales.

Consolidated third quarter 1997 revenues increased $366,000, or 2.2%, 
over the third quarter of 1996 primarily related to a $686,000, or 
17.8%, increase in universal life and investment product policy charges 
related to increased universal life sales, a $471,000, or 5.8%, 
increase in net investment income related to an increase in invested 
assets and increased yields on invested assets, and a $269,000 increase 
in other income related primarily to an increase in supplemental 
contract considerations.  These increases were partially offset by a 
$1,045,000, or 85.3%, decrease in realized capital gains ($180,000 of 
gains in the third quarter of 1997 versus $1,225,000 of gains for the 
comparable period of 1996 resulting from TLICs aggressive mortgage-
backed securities sales program in 1996). 

Consolidated third quarter 1997 benefits, claims and expenses increased 
$964,000, or 6.8%, over the comparable period of 1996.  This was 
primarily attributable to a $500,000, or 8.6%, increase in the change 
in liability for future policyholder benefits and claims related to the 
increased traditional life business in force and the aging of the block 
of business in force, and a $417,000, or 21.0%, increase in operating 
expenses related to the introduction of new universal life products.            
Federal income taxes decreased $256,000, or 33.2%, for the third 
quarter of 1997 versus the comparable period of 1996.  This resulted 
from a $47,000 decrease in current taxes and a $209,000 decrease in 
deferred tax benefits.  Deferred tax benefits decreased $353,000 due to 
the difference between tax and book basis of invested assets and  
$73,000 due to temporary differences between tax and book 
                          -10-


                   
 METLIFE TEXAS HOLDINGS, INC.

policyholder reserves.  These decreases were offset by increases of 
$107,000 due to the difference between tax and book basis of deferred 
policy acquisition costs and $103,000 due to the difference between tax 
basis and book basis of furniture and equipment.

As a result of the items discussed above, net income decreased 
$342,000, or 18.0%, for the third quarter of 1997 versus the comparable 
period of 1996.

YEAR-TO-DATE RESULTS

TLICs sales in annualized premiums were $6.5 million for the nine 
months ended September 30, 1997, down $229,000, or 3.4%, from the 
comparable period of 1996.  During this period, sales of universal life 
products increased $681,000, or 13.1%, while sales of traditional life 
products decreased $447,000, or 62.9%, and sales of term life products 
decreased $463,000, or 58.3%.

Consolidated year-to-date revenue increased $3,380,000, or 7.2%, over 
the first nine months of 1996 primarily related to (i) a $1,822,000, or 
16.2%, increase in universal life and investment product policy charges 
related to increased sales of new products and the increase in business 
in force, (ii) a $1,207,000, or 5.0%, increase in net investment income 
related to an increase in invested assets and increased yields on 
invested assets and (iii) a $552,000, or 250.9%, increase in other 
income related primarily to an increase in supplemental contract 
considerations.  These increases were partially offset by a $599,000, 
or 68.6%, decrease in realized capital gains (from a gain of $873,000 
for the nine months ended September 30, 1996 resulting from the 1996 
mortgage-backed securities sales program mentioned previously).

Benefits, claims and expenses increased $5,825,000, or 14.1%, for the 
first nine months of 1997 over the comparable period of 1996.  This 
increase is primarily attributable to a $2,266,000, or 12.4%, increase 
in the change in liability for future policyholder benefits related to 
the increase in traditional life insurance in force resulting from 
sales and the aging of the block of traditional life business in force, 
and a $2,295,000, or 22.7%, increase in policyholder benefits primarily 
related to increased death claims.  Additionally, operating expenses 
increased $972,000, or 15.9%, over the same period due to expenses 
related to the introduction of new universal life products.

Federal income taxes decreased $1,006,000, or 55.4%, for the first nine 
months of 1997 versus 1996.  This resulted from a $491,000, or 23.2%, 
decrease in current taxes and a $515,000, or 170.0%, increase in 
deferred tax benefits.  Current income taxes decreased $779,000 due to 
a decrease in statutory earnings with a partially offsetting increase 
of $353,000 due to the difference between the tax and book basis of 
policyholder reserves. Deferred income tax benefits increased $502,000 
due to the difference between the tax and book basis of policyholder 
reserves, $75,000 related to the difference between the tax and book 
basis of non-policy related liabilities and 

                               -11


METLIFE TEXAS HOLDINGS, INC.

certain non-investment related assets and $162,000 due to the 
difference between the tax basis and book basis of invested assets. 
These increases were partially offset by $226,000 due to the difference 
between the tax basis and book basis of deferred policy acquisition 
costs.

As a result of the items discussed above, net income for the nine 
months ended September 30, 1997 decreased $1,439,000, or 38.3%, from 
the comparable period of 1996.

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 financial statements), administration of its 
Notes and ownership of the outstanding stock of its wholly-owned 
subsidiary, TLIC. Holdings has $18,500,000 of high-grade liquid 
investments to make any required payments of principal and interest on 
the maturity of the Contingent Payment Notes on December 31, 1997.  
Holdings expects to make a payment on the Notes at their maturity. 
Holdings does not have any other short-term liquidity needs.

For the nine months ended September 30, 1997 Holdings had a loss of 
$199,000, on a stand alone basis, versus a loss of $19,000 for the 
comparable period of 1996.  September 30, 1997 results are not 
necessarily indicative of the results that may be expected for the year 
ended December 31, 1997.  No interest payments on the Notes were 
required to be made in 1997 or 1996.

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 condensed consolidated financial 
statements).  While both of these notes are considered a liability by 
the Registrant for financial reporting purposes under generally 
accepted accounting principles, 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 additional statutory surplus.  Borrowings by Holdings 
are prohibited by the terms of the indenture pursuant to which the 
Notes were issued.

                                 -12


METLIFE TEXAS HOLDINGS, INC.

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, 
1997, TLIC had $4,836,000 of securities rated below investment grade by 
the National Association of Insurance Commissioners, representing 1.25% 
of its total investment securities.  One of these investments, which is 
carried on the balance sheet at $86,000, was in default as to interest 
at September 30, 1997.

TLIC has mortgage loans with a carrying value of $29,530,000 
($32,836,000 book value less $3,306,000 reserve for losses) at 
September 30, 1997.  The carrying value of these mortgage loans 
comprises 6.2% of total invested assets.  The reserve represents 10.1% 
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 
$2,954,000 at September 30, 1997 and $2,951,000 at December 31, 1996 
and are comprised of three performing cash flow commercial loans and 
one performing residential loan. Expressed as a percentage of mortgage 
loans, delinquencies were 9.0% at September 30, 1997, 8.4% at December 
31, 1996 and 8.1% at September 30, 1996.

Included in the mortgage loan balance is $2,266,000 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 
six loans included in this category, five loans totaling $2,196,000 are 
current and one loan totaling $70,000 is 30 days overdue.

TLICs mortgage loan portfolio includes $14,973,000 of commercial loans, 
$17,625,000 of agricultural loans, $43,000 of loans on apartments and 
$195,000 of residential loans.  62.6% of these loans are in Texas and 
the remaining 37.4% are spread over 13 states.  The gross yield on all 
mortgage loans was 7.8% for the nine months ended September 30, 1997 
and 8.1% for the year ended December 31, 1996.

Since its acquisition by Holdings, TLIC has made eleven 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 45 agricultural loans aggregating $20,953,000 through 
Metropolitans Agricultural Investments Department, for a total of 
$30,154,000.  Since the 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 garantees for the entire amount of 
the mortgage
                                  -13


METLIFE TEXAS HOLDINGS, INC.

indebtedness as well as a first 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, 1997, TLIC had $1,210,000 of foreclosed real estate 
consisting of one acreage property and one industrial warehouse.

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 adverse 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, 1997 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.

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.

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METLIFE TEXAS HOLDINGS, INC.

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 35.4% of TLICs insurance in force is traditional life 
insurance, which is not as susceptible to changes in the interest rate 
environment (27.6% 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, 1997, it 
had approximately $1,638,000 of cash and $5,946,000 of short-term 
investments.  There were $3,980,000 of investment commitments for 
October 1997.


































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METLIFE TEXAS HOLDINGS, INC.

PART II - OTHER INFORMATION

Item 1.   Legal proceedings

Neither Holdings nor its subsidiary are involved in any material 
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, 1996, filed with the Securities and 
              Exchange Commission on March 31, 1997 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, 1997.

























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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, 1997            By      Myron O. Schlanger
                                     -----------------------------
                                          Myron O. Schlanger
                                      Vice-President and Controller
                                        (Chief Financial Officer)































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