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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, 2003
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____ TO ____
COMMISSION FILE NUMBER 000-30195
METLIFE POLICYHOLDER TRUST
 (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  DELAWARE                              51-6516897
       (STATE OR OTHER JURISDICTION OF               (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)

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

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
BENEFICIAL INTERESTS IN THE METLIFE POLICYHOLDER TRUST
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No | |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |X|
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes | | No |X|
As of March 1, 2004, 351,051,700 Trust Interests were outstanding. The Trust Interests are not transferable except in limited circumstances and have no market value.
DOCUMENTS INCORPORATED BY REFERENCE:
NONE.

TABLE OF CONTENTS

                                                                                                     PAGE
                                                                                                    NUMBER
                                                                                                    ------
PART I    Item 1.  Business                                                                            4
          Item 2.  Properties                                                                          6
          Item 3.  Legal Proceedings                                                                   7
          Item 4.  Submission of Matters to a Vote of Security Holders                                 7

PART II   Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters               8
          Item 6.  Selected Financial Data                                                             8
          Item 7.  Management's Discussion and Analysis of Financial Condition and Results
                   of Operations                                                                       9
          Item 7A. Quantitative and Qualitative Disclosures About Market Risk                         10
          Item 8.  Financial Statements and Supplementary Data                                        11
          Item 9.  Changes in and Disagreements With Accountants on Accounting
                   and Financial Disclosure                                                           17
          Item 9A. Controls and Procedures                                                            17

PART III  Item 10. Directors and Executive Officers of the Registrant                                 18
          Item 11. Executive Compensation                                                             18
          Item 12. Security Ownership of Certain Beneficial Owners and Management and
                   Related Stockholder Matters                                                        18
          Item 13. Certain Relationships and Related Transactions                                     18
          Item 14. Principal Accountant Fees and Services                                             18

PART IV   Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K                   20

SIGNATURES                                                                                            21

EXHIBIT INDEX                                                                                         22	

2

NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, including the Management's Discussion and Analysis of Financial Condition and Results of Operations, contains statements which constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to trends in the operations and financial results of the Registrant, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend" and other similar expressions. Forward-looking statements are made based upon current expectations and beliefs concerning future developments and their potential effects on the MetLife Policyholder Trust (the "Trust"). Such forward-looking statements are not guarantees of future performance. Actual results may differ materially from those included in the forward-looking statements as a result of risks and uncertainties including, but not limited to, the following: (i) changes in state unclaimed property laws;
(ii) results of litigation, arbitration or regulatory investigations; (iii) the effects of business disruption due to terrorism or other hostilities; and (iv) other risks and uncertainties described from time to time in the Trust's filings with the U.S. Securities and Exchange Commission. The Trust specifically disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
3

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 (not in its individual capacity, but solely as trustee for the Trust, the "Trustee") and ChaseMellon Shareholder Services LLC, as custodian (now known as Mellon Investor Services LLC, the "Custodian"), in connection with the conversion of Metropolitan Life from a mutual life insurance company to a stock life insurance company. The Trust is a single-purpose trust that does not engage in any business or activity other than voting and holding the Trust Shares (as defined below) and certain closely related activities, such as distributing cash dividends. The Trust has no employees.
Under the Plan and the Trust Agreement, each policyholder's membership interest was extinguished and certain eligible policyholders of Metropolitan Life (the "Trust Eligible Policyholders") received, in exchange for that interest, a number of interests in the Trust ("Trust Interests") equal to the number of shares of common stock of the Holding Company, par value $0.01 per share (the "Common Stock"), allocated to them in accordance with the Plan. The assets of the Trust consist principally of the shares of Common Stock issued to the Trust (the "Trust Shares") for the benefit of the Trust Eligible Policyholders and permitted transferees (collectively, the "Beneficiaries"). The Trust Shares are held in the name of the Trustee, on behalf of the Trust, which has legal title over the Trust Shares. The Beneficiaries do not have legal title to any part of the assets of the Trust. The Trust Interests represent undivided fractional interests in the Trust Shares and other assets of the Trust beneficially owned by a Trust Beneficiary through the Custodian. On April 7, 2000, the date of demutualization of Metropolitan Life, the Holding Company distributed to the Trust 494,466,664 shares of Common Stock for the benefit of policyholders of Metropolitan Life. At December 31, 2003, transactions by Beneficiaries under the Purchase and Sale Program (as defined below) resulted in a decrease in the number of Trust Shares to 362,463,884.
A Trust Interest entitles the Beneficiary to certain rights, including the right to: (i) receive dividends distributed upon Trust Shares; (ii) have Trust Shares withdrawn from the Trust to be sold for cash through a purchase and sale program established by the Holding Company pursuant to the Plan (the "Purchase and Sale Program"); (iii) deposit in the Trust additional shares of Common Stock purchased through the Purchase and Sale Program; (iv) withdraw Trust Shares; and
(v) instruct the Trustee to vote the Trust Shares on certain matters, each as further described in and limited by the terms of the Trust Agreement. The Trustee has no beneficial interest in the Trust Shares.
As a general rule, Beneficiaries are prohibited from selling, assigning, transferring, encumbering, or granting any option or any other interest in their Trust Interests; however, Trust Interests may be transferred:
(i) from the estate of a deceased Beneficiary to one or more beneficiaries taking by operation of law or pursuant to testamentary succession;
(ii) to the spouse or issue of a Beneficiary or to an entity selected by a Beneficiary, provided that transfers to such entity are deductible for federal income, gift and estate tax purposes under Sections 170, 2055 and 2522 of the Internal Revenue Code of 1986, as amended, or to a trust established for the exclusive benefit of one or more of the following: (x) Beneficiaries, (y) individuals described in this clause (ii), or (z) entities described in this clause (ii);
(iii) to a trust established to hold Trust Interests on behalf of an employee benefit plan;
(iv) if the Beneficiary is not a natural person, by operation of law to the surviving entity upon the merger or consolidation of such Beneficiary into another entity, to the purchaser of substantially all the assets of such Beneficiary or to the appropriate persons upon the dissolution, termination or winding up of such Beneficiary;
(v) by operation of law as a consequence of the bankruptcy or insolvency of such Beneficiary or the granting of relief to such Beneficiary under the Federal bankruptcy laws; or
(vi) from a trust holding an insurance policy or annuity contract on behalf of the insured person under such policy or contract, to those persons to whom Trust Interests are required to be so transferred pursuant to the terms of such trust.
In addition, if the Board of Directors of the Holding Company determines, based on the advice of legal counsel, that there is, at any time, a material risk that the assets of the Trust may be characterized as "plan assets" under United States Department of Labor Reg. Section 2510.3-101, as amended, the Board may direct the Trustee to distribute to the Custodian, for distribution to one or more Beneficiaries, a number of Trust Shares (not to exceed the total number of such Beneficiaries' Trust Interests) as the Board may determine to be necessary or appropriate to ensure that the assets of the Trust will not be so characterized as "plan assets."
4

A transferee of Trust Interests will become subject to the Trust Agreement. Trust Interests are held in the name of the Custodian, which keeps a record of the Trust Interests of the Beneficiaries on a book-entry system maintained by the Custodian. The Trust Interests are not represented by certificates or other evidences of ownership.
Beneficiaries may instruct the program agent for the Purchase and Sale Program to withdraw their allocated shares from the Trust for sale through the Purchase and Sale Program. Beneficiaries holding a number of Trust Interests that is less than 1,000 are also entitled to purchase in the Purchase and Sale Program additional shares of Common Stock to be deposited in the Trust and allocated to the Beneficiary, subject to the limitation that, after such purchase, the Beneficiary will hold no more than 1,000 Trust Interests, and further, subject to a minimum of $250 per purchase (or such lesser amount that would cause the Beneficiary to hold the 1,000 maximum number of Trust Interests). The number of Trust Interests allocated to Beneficiaries will be adjusted for any shares of Common Stock purchased or sold in the Purchase and Sale Program such that the Trust Interests held by a Beneficiary will always equal the number of shares of Common Stock allocated to the Beneficiary.
Beneficiaries may withdraw all, but generally, not less than all, of their allocated shares of Common Stock at any time by providing written notice to the Custodian.
The Trust Agreement provides the Trustee with directions as to the manner in which to vote, assent or consent the Trust Shares at all times during the term of the Trust. On all matters brought for a vote before the stockholders of the Holding Company, with the exception of a Beneficiary Consent Matter (as defined below), the Trustee will vote or abstain from voting in accordance with the recommendation given by the Board of Directors of the Holding Company to its stockholders or, if no such recommendation is given, as directed by the Board. On all Beneficiary Consent Matters, the Trustee will vote all of the Trust Shares in favor of, in opposition to or abstain from the matter in the same ratio as the Trust Interests of the Beneficiaries that returned voting instructions to the Trustee indicated preferences for voting in favor of, in opposition to or abstaining from such matter. The Trust Agreement also contains provisions allowing Beneficiaries to instruct the Custodian to withdraw their allocated Trust Shares to participate in any tender or exchange offer for the Common Stock and to make any cash or share election, or perfect any dissenter's rights, in connection with a merger of the Holding Company.
A "Beneficiary Consent Matter" is a matter presented to stockholders of the Holding Company concerning the following:
(i) subject to certain conditions, a contested election of directors or the removal of a director,
(ii) a merger or consolidation, a sale, lease or exchange of all or substantially all of the property or assets or a recapitalization or dissolution of the Holding Company, if it requires a vote of stockholders under applicable Delaware law,
(iii) any transaction that would result in an exchange or conversion of Trust Shares for cash, securities or other property, and
(iv) proposals submitted to stockholders requiring the Board of Directors to amend the Holding Company's Stockholder Rights Plan, or redeem rights under that plan, other than a proposal with respect to which the Holding Company has received advice of nationally-recognized legal counsel to the effect that the proposal is not a proper subject for stockholder action under Delaware law.
Proxy solicitation materials, annual reports and information statements received by the Custodian in connection with any matter not involving a Beneficiary Consent Matter will be made available by the Holding Company to Beneficiaries for their information on a website maintained by the Holding Company or by mail upon request and at the Holding Company's expense, but voting instructions to the Trustee will not be solicited and, if instructions are received, they will not be binding on the Trustee.
The Trust Agreement provides that regular cash dividends, if any, collected or received by the Trustee with respect to the Trust Shares will be distributed by the Custodian semi-annually to the Beneficiaries within 90 days after receipt by the Trustee. Distribution of all other cash dividends will be made by the Custodian to the Beneficiaries on the first business day following the 30th day after the Trust receives the dividends. Alternatively, the Trustee may arrange with the Holding Company for the direct payment by the Holding Company of such cash dividends to the Beneficiaries. The Trust Agreement further provides that pending such distribution, cash dividends (unless distributed directly by the Holding Company to Beneficiaries) shall be invested by the Trustee in short-term obligations of or guaranteed by the United States, or any agency or instrumentality thereof, and in certificates of deposit of any bank or trust company having a combined capital and surplus not less than $500,000,000. Dividends or other distributions in Common Stock will be allocated to the Beneficiaries in proportion to their Trust Interests and held by the Trustee as Trust Shares. Generally, all other distributions by the Holding Company to its stockholders will be held and distributed by the Trustee to the Beneficiaries in proportion to their Trust Interests.
The Trust will terminate on the 90th day after the date on which the Trustee will have received notice from the Holding Company that the number of Trust Shares held by the Trust is equal to 10% or less of the number of issued and outstanding shares of Common
5

Stock or on the date on which the last Trust Share will have been withdrawn, distributed or exchanged. The Trust may be terminated earlier:
(i) on the 90th day after the date on which the Trustee receives written notice from the Holding Company, given in the Holding Company's discretion at any time, that the number of Trust Shares is 25% or less of the number of issued and outstanding shares of Common Stock,
(ii) on the date on which the Trustee receives written notice from the Holding Company that the Board of Directors of the Holding Company has determined, as a result of any amendment of, or change (including any announced prospective change) in the laws (or any regulations thereunder) of the United States or any State, Commonwealth or other political subdivision or authority thereof or therein, or any official administrative pronouncement or judicial decision interpreting or applying such law or regulation, or any changes in the facts or circumstances relating to the Trust, that maintaining the Trust is or is reasonably expected to become burdensome to the Holding Company or the Beneficiaries,
(iii) on the date on which any rights issued under a stockholder rights plan adopted by the Holding Company and held by the Trust become separately tradable from the Trust Shares to which they relate, or
(iv) on the date on which there is an entry of a final order for termination or dissolution of the Trust or similar relief by a court of competent jurisdiction.
The Trust may also have to be terminated at some point in time if the rule against perpetuities applies.
Upon termination of the Trust, the remaining Trust Shares will be distributed in book entry form to each Beneficiary, or as otherwise directed by such Beneficiary, together with the Beneficiary's proportionate share of all unpaid distributions and dividends and interest earned thereon, if applicable. The Trust Agreement provides that the Holding Company may, in its discretion, offer to purchase such shares at the market price of the Common Stock at the time of the purchase.
The Trust Agreement may be amended from time to time by the Trustee, the Custodian, the Holding Company and Metropolitan Life, without the consent of any Beneficiary, (i) to cure any ambiguity, correct or supplement any provision therein that may be inconsistent with any other provision therein, or to make any other provision with respect to matters or questions arising under the Trust Agreement, which will not be inconsistent with the other provisions of the Trust Agreement, provided that the action does not adversely affect the Trust Interests of the Beneficiaries, (ii) to modify, eliminate or add to any provisions of the Trust Agreement to such extent as will be necessary to ensure that the Trust will be classified for United States federal income tax purposes as a grantor trust at all times or to ensure that the Trust will not be required to register as an investment company under the Investment Company Act of 1940, as amended, or (iii) to reflect the effect of a merger or consolidation in which the Holding Company is not the surviving corporation and the other company into which the Holding Company is merged or consolidated assumes its obligations under the Trust Agreement. The Trust Agreement may also be amended or provisions thereof waived with the consent of Beneficiaries representing more than one-half of the Trust Interests, provided that no such amendment or waiver will, without the consent of each Beneficiary affected thereby, reduce the Trust Interests or otherwise eliminate or materially postpone the right of any Beneficiary to receive dividends or other distributions or to make elections under the Purchase and Sale Program or to withdraw Trust Shares.
Beneficiaries will not have any preemptive rights with respect to the Trust Interests. There is no provision for any sinking fund with respect to the Trust Interests.
On December 15, 2003, the Holding Company paid an annual dividend of $0.23 per share of its Common Stock to shareholders of record and Beneficiaries as of November 7, 2003. On December 13, 2002, the Holding Company paid an annual dividend of $0.21 per share of its Common Stock to shareholders of record and Beneficiaries as of November 8, 2002.
The Beneficiaries of the Trust are directed to the Holding Company's Annual Report to Stockholders and the Exchange Act filings of the Holding Company for information regarding the Holding Company. See Metropolitan Life Insurance Company (1999 SEC No-Act. LEXIS 914) (Avail. Nov. 23, 1999). The Trustee does not control the operations or activities of the Holding Company. The Trustee relies on receiving information, reports and representations from the Holding Company and the Custodian in the ordinary course of its business. In executing and submitting this report on behalf of the Trust, the Trustee has relied upon the accuracy of such reports and representations of the aforementioned entities.
ITEM 2. PROPERTIES.
The Trust does not as of the date of this filing hold in fee, own, beneficially hold or lease any physical properties.
6

ITEM 3. LEGAL PROCEEDINGS.
The Trust is not, as of the date of this filing, a party to any pending legal proceeding. However, the Trustee, the Holding Company, Metropolitan Life and certain present and former individual directors and officers of Metropolitan Life were named as defendants in a lawsuit filed in the United States District Court for the Eastern District of Texas in July 2002 on behalf of a proposed class comprised of the settlement class in the Metropolitan Life sales practices class action settlement approved in December 1999 by the United States District Court for the Western District of Pennsylvania. After the defendants' motion to transfer the lawsuit to the Western District of Pennsylvania was granted, plaintiffs filed an amended complaint that dropped all claims against the Trustee and the individual directors and officers. In the amended complaint, plaintiffs alleged that the treatment of the cost of the sales practices settlement in connection with the demutualization of Metropolitan Life breached the terms of the settlement. Plaintiffs sought compensatory and punitive damages, as well as attorneys' fees and costs. In October 2003, the court granted the defendants' motion to dismiss the action. Plaintiffs filed a notice of appeal to the United States Court of Appeals for the Third Circuit. In January 2004, the appeal was dismissed.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the year ended December 31, 2003, no matter was brought before the Trustee to vote, assent or consent the Trust Shares that required a solicitation of voting instructions from Beneficiaries.
7

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

                                                                                                                 FOR THE PERIOD
                                                                   FOR THE YEARS ENDED DECEMBER 31,               APRIL 7, 2000
                                                          --------------------------------------------------   (DATE OF INCEPTION)
                                                              2003               2002               2001       TO DECEMBER 31, 2000
                                                          ------------       ------------       ------------   --------------------
                                                                                     (IN THOUSANDS)
CHANGES IN NET ASSETS DATA
Operations
   Net investment income                                  $     84,006       $     83,475       $     84,064       $     91,913
   Net realized investment gains                               164,731            209,151            288,283            307,103
   Change in net unrealized investment gains                 2,047,797         (2,234,370)        (2,230,398)         9,429,197
                                                          ------------       ------------       ------------       ------------
      Net (decrease) increase in net assets resulting
        from operations                                      2,296,534         (1,941,744)        (1,858,051)         9,828,213
                                                          ------------       ------------       ------------       ------------

Distributions to holders of trust interests
   From net investment income                                  (84,006)           (83,475)           (84,064)           (91,913)
   From net realized investment gains                         (164,731)          (209,151)          (288,283)          (307,103)
                                                          ------------       ------------       ------------       ------------
      Total distributions                                     (248,737)          (292,626)          (372,347)          (399,016)
                                                          ------------       ------------       ------------       ------------
Trust interest transactions
   Cost of trust interests deposited into the Trust                 --                 --                 --          7,046,150
   Cost of trust interests issued                                5,523              7,593             15,999             31,292
   Cost of trust interests redeemed                           (163,428)          (200,457)          (258,136)          (581,773)
   Cost of trust interests withdrawn                          (232,142)          (147,412)          (331,276)                --
                                                          ------------       ------------       ------------       ------------
   Net (decrease) increase in net asses resulting from
      trust interest transactions                             (390,047)          (340,276)          (573,413)         6,495,669
                                                          ------------       ------------       ------------       ------------

   Total increase (decrease) in net asses                    1,657,750         (2,574,646)        (2,803,811)        15,924,866
Net assets
   Beginning of period                                      10,546,409         13,121,055         15,924,866                 --
                                                          ------------       ------------       ------------       ------------
   End of period                                          $ 12,204,159       $ 10,546,409       $ 13,121,055       $ 15,924,866
                                                          ============       ============       ============       ============	

8

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

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

OTHER DATA                                       2003               2002               2001               2000
                                             ------------       ------------       ------------       ------------
Trust interest rollforward
    Trust interests, January l                390,029,917        414,174,724        454,996,183                 --
    Trust interests, deposited into the
        Trust, April 7, 2000                           --                 --                 --        494,466,664
    Trust interests issued                        193,261            267,080            540,804          1,355,653
    Trust interests redeemed                  (11,468,650)       (14,067,171)       (18,114,854)       (40,826,134)
    Trust interests withdrawn                 (16,290,644)       (10,344,716)       (23,247,409)                --
                                             ------------       ------------       ------------       ------------
    Balance, December 31                      362,463,884        390,029,917        414,174,724        454,996,183
                                             ============       ============       ============       ============	

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2003 COMPARED WITH THE YEAR ENDED DECEMBER 31,
2002
Executive Summary
The MetLife Policyholder Trust (the "Trust") was established under the Metropolitan Life Insurance Company ("Metropolitan Life") plan of reorganization (the "Plan") and pursuant to the MetLife Policyholder Trust Agreement (as amended, the "Trust Agreement"), dated as of November 3, 1999, by and among Metropolitan Life, MetLife, Inc. (the "Holding Company"), Wilmington Trust Company (not in its individual capacity, but solely as trustee for the Trust, the "Trustee") and ChaseMellon Shareholder Services LLC, as custodian (now known as Mellon Investor Services LLC, the "Custodian"), in connection with the conversion of Metropolitan Life from a mutual life insurance company to a stock life insurance company. The Trust is a single-purpose trust that does not engage in any business or activity other than voting and holding the shares of common stock of MetLife, Inc. issued to the Trust for the benefit of certain eligible policyholders of Metropolitan Life under the Plan and the Trust Agreement (the "Trust Shares") and certain closely related activities, such as distributing cash dividends.
Under the Plan and the Trust Agreement, each policyholder's membership interest was extinguished and certain eligible policyholders of Metropolitan Life (the "Trust Eligible Policyholders") received, in exchange for that interest, a number of interests in the Trust ("Trust Interests") equal to the number of shares of common stock of the Holding Company, par value $0.01 per share (the "Common Stock"), allocated to them in accordance with the Plan. The assets of the Trust consist principally of the Trust Shares for the benefit of the Trust Eligible Policyholders and permitted transferees (collectively, the "Beneficiaries").
The number of Trust Interests outstanding at December 31, 2003 and 2002 was 362,463,884 and 390,029,917, respectively. The decrease of 27,566,033 in the number of Trust Interests is primarily attributable to net Trust Interests redeemed and Trust Interests withdrawn. Net assets of the Trust consist solely of Trust Shares and will increase or decrease depending upon, among other things, the movement of Trust Shares into or out of the Trust as directed by the Beneficiaries.
9

Discussion of Results
Net assets in the MetLife Policyholder Trust increased $1,658 million, or 16%, to $12,204 million for the year ended December 31, 2003 from $10,546 million for the comparable 2002 period. This increase is primarily due to a change in unrealized gains on the Trust Shares, partially offset by (i) the impact of withdrawals by Beneficiaries from the Trust, and (ii) activity under the MetLife, Inc. Purchase and Sale Program. Unrealized gains increased $2,048 million from the prior year and represent the difference between the fair value and the cost basis of the Trust Shares at December 31, 2003. A net reduction of 27,566,033 Trust Interests resulted from a net decrease of 16,290,644 Trust Interests due to withdrawals by Beneficiaries from the Trust and a net decrease of 11,275,389 Trust Interests in connection with sales under the MetLife, Inc. Purchase and Sale Program. The Trust Interests withdrawn primarily reflects the escheatment of unclaimed cash and shares of common stock. As part of Metropolitan Life's demutualization and the Holding Company's initial public offering, the Holding Company issued shares of its common stock to certain eligible policyholders of Metropolitan Life. Any unclaimed cash and common stock become property of the state of last known residence, as is the case with other types of unclaimed property. The schedule by which unclaimed property is escheated varies by state, but is generally within three to five years of abandonment. It is anticipated that the number of Trust Interests will continue to decrease over time as state dormancy periods expire. Beginning on April 7, 2001, Beneficiaries were able to withdraw all, but generally, not less than all, of their allocated shares of Common Stock at any time by providing written notice to the Custodian. Net redemptions by Beneficiaries through the MetLife, Inc. Purchase and Sale Program and withdrawals by Beneficiaries from the Trust resulted in a $158 million and $232 million decrease in net assets, respectively, for the year ended December 31, 2003. Net investment income of $84 million, which consists of dividends received from the Holding Company on its Common Stock, and net realized investment gains recognized on the sale of Trust Shares sold in the Purchase and Sale Program of $165 million were fully distributed to Beneficiaries.
YEAR ENDED DECEMBER 31, 2002 COMPARED WITH THE YEAR ENDED DECEMBER 31,
2001
Discussion of Results
Net assets in the MetLife Policyholder Trust decreased $2,575 million, or 20%, to $10,546 million for the year ended December 31, 2002 from $13,121 million for the comparable 2001 period. This decrease is primarily due to (i) a change in unrealized gains on the Trust Shares, (ii) the impact of withdrawals by Beneficiaries from the Trust, and (iii) activity under the MetLife, Inc. Purchase and Sale Program. Unrealized gains decreased $2,234 million from the prior year and represent the difference between the fair value and the cost basis of the Trust Shares at December 31, 2002. In addition, a net decrease of 13,800,091 Trust Interests in connection with sales under the MetLife, Inc. Purchase and Sale Program and a net decrease of 10,344,716 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 MetLife, Inc. Purchase and Sale Program and withdrawals by Beneficiaries from the Trust resulted in a $193 million and $147 million decrease in net assets, respectively, for the year ended December 31, 2002. Net investment income of $83 million, which consists of dividends received from the Holding Company on its Common Stock, and net realized investment gains recognized on the sale of Trust Shares sold in the Purchase and Sale Program of $209 million were fully distributed to Beneficiaries.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Trust's principal investments are in equity securities, all of which are exposed to two primary sources of investment risk: credit and market valuation. The financial statement risks are those associated with the recognition of dividend income, impairments and the determination of fair values. The market valuation of equity securities can fluctuate in response to political, market and economic developments and affect a single issuer, issuers within an industry, an economic sector, a geographic region, or the market as a whole. In the short-term, equity prices can fluctuate dramatically in response to these developments.
10

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS

                                                                                           PAGE
                                                                                           ----
Independent Auditors' Report............................................................    12
Financial Statements as of December 31, 2003 and 2002 and for the years ended
   December 31, 2003, 2002 and 2001:
         Statements of Assets and Liabilities...........................................    13
         Statements of Operations.......................................................    14
         Statements of Changes in Net Assets............................................    15
         Notes to Financial Statements..................................................    16	

11

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, 2003 and 2002, and the related statements of operations and changes in net assets for the years ended December 31, 2003, 2002 and 2001. These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on the 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 financial position of the Trust as of December 31, 2003 and 2002, and the results of its operations and changes in its net assets for the years ended December 31, 2003, 2002 and 2001, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

New York, New York
March 29, 2004	

12

METLIFE POLICYHOLDER TRUST
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 2003 AND 2002
 (DOLLARS IN THOUSANDS, EXCEPT TRUST INTEREST AMOUNTS)

                                                                                  2003             2002
                                                                              -----------      -----------
ASSETS
Equity securities, at fair value (cost, $5,191,933 and $5,581,980,
   respectively)                                                              $12,204,159      $10,546,409
Cash and cash equivalents                                                              76               96
Receivable for investments sold                                                     5,550            8,548
                                                                              -----------      -----------
   Total assets                                                                12,209,785       10,555,053
                                                                              -----------      -----------

LIABILITIES
Payable for investments purchased                                                      76               96
Payable for trust interests redeemed                                                5,550            8,548
                                                                              -----------      -----------
   Total liabilities                                                                5,626            8,644
                                                                              -----------      -----------
                                                                              $12,204,159      $10,546,409
                                                                              ===========      ===========
NET ASSETS
Net assets consist of:
   Trust interests                                                            $ 5,191,933      $ 5,581,980
   Unrealized investment gains                                                  7,012,226        4,964,429
                                                                              -----------      -----------
NET ASSETS, for 362,463,884 and 390,029,917 trust interests outstanding,
   respectively                                                               $12,204,159      $10,546,409
                                                                              ===========      ===========
NET ASSET VALUE, offering price and redemption price per trust interest
   ($12,204,159 / 362,463,884) and ($10,546,409 / 390,029,917) trust
   interests, respectively                                                    $     33.67      $     27.04
                                                                              ===========      ===========	

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.
13

METLIFE POLICYHOLDER TRUST
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
 (DOLLARS IN THOUSANDS)

                                                                         2003             2002              2001
                                                                     -----------      -----------       -----------
NET INVESTMENT INCOME                                                $    84,006      $    83,475       $    84,064
NET INVESTMENT GAINS                                                 -----------      -----------       -----------
    Net realized investment gains                                        164,731          209,151           288,283
    Change in net unrealized investment gains                          2,047,797       (2,234,370)       (2,230,398)
                                                                     -----------      -----------       -----------
NET GAIN (LOSS)                                                        2,212,528       (2,025,219)       (1,942,115)
                                                                     -----------      -----------       -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS      $ 2,296,534      $(1,941,744)      $(1,858,051)
                                                                     ===========      ===========       ===========	

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.
14

METLIFE POLICYHOLDER TRUST
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
 (IN THOUSANDS, EXCEPT TRUST INTEREST AMOUNTS)

                                                                 2003                2002                2001
                                                            -------------       -------------       -------------
Operations
   Net investment income                                    $      84,006       $      83,475       $      84,064
   Net realized investment gains                                  164,731             209,151             288,283
   Change in net unrealized investment gains                    2,047,797          (2,234,370)         (2,230,398)
                                                            -------------       -------------       -------------
      NET INCREASE (DECREASE) IN NET ASSETS RESULTING
        FROM OPERATIONS                                         2,296,534          (1,941,744)         (1,858,051)
                                                            -------------       -------------       -------------

Distributions to holders of trust interests
   From net investment income                                     (84,006)            (83,475)            (84,064)
   From net realized investment gains                            (164,731)           (209,151)           (288,283)
                                                            -------------       -------------       -------------
      TOTAL DISTRIBUTIONS                                        (248,737)           (292,626)           (372,347)
                                                            -------------       -------------       -------------
Trust interest transactions
   Cost of trust interests issued                                   5,523               7,593              15,999
   Cost of trust interests redeemed                              (163,428)           (200,457)           (258,136)
   Cost of trust interests withdrawn                             (232,142)           (147,412)           (331,276)
                                                            -------------       -------------       -------------
   NET DECREASE IN NET ASSETS RESULTING FROM
      TRUST INTEREST TRANSACTIONS                                (390,047)           (340,276)           (573,413)
                                                            -------------       -------------       -------------

   TOTAL INCREASE (DECREASE) IN NET ASSETS                      1,657,750          (2,574,646)         (2,803,811)

NET ASSETS
   Beginning of period                                         10,546,409          13,121,055          15,924,866
                                                            -------------       -------------       -------------
   End of period                                            $  12,204,159       $  10,546,409       $  13,121,055
                                                            =============       =============       =============

OTHER INFORMATION
Trust interest rollforward
    Trust interests, January l                                390,029,917         414,174,724         454,996,183
    Trust interests issued                                        193,261             267,080             540,804
    Trust interests redeemed                                  (11,468,650)        (14,067,171)        (18,114,854)
    Trust interests withdrawn                                 (16,290,644)        (10,344,716)        (23,247,409)
                                                            -------------       -------------       -------------
    Balance, December 31                                      362,463,884         390,029,917         414,174,724
                                                            =============       =============       =============	

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.
15

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 (not in its individual capacity, but solely as trustee for the Trust, the "Trustee") and ChaseMellon Shareholder Services LLC, as custodian (now known as Mellon Investor Services LLC, the "Custodian"), in connection with the conversion of Metropolitan Life from a mutual life insurance company to a stock life insurance company. The Trust is a single-purpose trust that does not engage in any business or activity other than voting and holding the Trust Shares (as defined below) and certain closely related activities, such as distributing cash dividends.
Under the Plan and the Trust Agreement, each policyholder's membership interest was extinguished and certain eligible policyholders of Metropolitan Life (the "Trust Eligible Policyholders") received, in exchange for that interest, a number of interests in the Trust ("Trust Interests") equal to the number of shares of common stock of the Holding Company, par value $0.01 per share (the "Common Stock"), allocated to them in accordance with the Plan. The assets of the Trust consist principally of the shares of Common Stock issued to the Trust (the "Trust Shares") for the benefit of the Trust Eligible Policyholders and permitted transferees (collectively, the "Beneficiaries"). The Trust Shares are held in the name of the Trustee, on behalf of the Trust, which has legal title over the Trust Shares. The Beneficiaries do not have legal title to any part of the assets of the Trust. The Trust Interests represent undivided fractional interests in the Trust Shares and other assets of the Trust beneficially owned by a Trust Beneficiary through the Custodian.
A Trust Interest entitles the Beneficiary to certain rights, including the right to: (i) receive dividends distributed upon Trust Shares; (ii) have Trust Shares withdrawn from the Trust to be sold for cash through a purchase and sale program established by the Holding Company pursuant to the Plan (the "Purchase and Sale Program"); (iii) deposit in the Trust additional shares of Common Stock purchased through the Purchase and Sale Program; (iv) withdraw Trust Shares after the first anniversary of the effective date of the reorganization of Metropolitan Life (the "Effective Date"); and (v) instruct the Trustee to vote the Trust Shares on certain matters, each as further described in and limited by the terms of the Trust Agreement. The Trustee has no beneficial interest in the Trust Shares.
EQUITY SECURITIES
Equity securities are classified as available-for-sale and are reported at their estimated fair value. Unrealized investment 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. Alternatively, the Trustee may arrange with the Holding Company for the direct payment by the Holding Company of such cash dividends to the Beneficiaries. All security transactions are recorded on a trade date basis.
CASH AND CASH EQUIVALENTS
The Trust considers all investments purchased with an original maturity of three months or less to be cash equivalents.
INCOME TAXES
As a qualified regulated trust, the Trust is not subject to income taxes to the extent that it distributes substantially all of its taxable income in its fiscal year.
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
16

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. However, the Trustee, the Holding Company, Metropolitan Life and certain present and former individual directors and officers of Metropolitan Life were named as defendants in a lawsuit filed in the United States District Court for the Eastern District of Texas in July 2002 on behalf of a proposed class comprised of the settlement class in the Metropolitan Life sales practices class action settlement approved in December 1999 by the United States District Court for the Western District of Pennsylvania. After the defendants' motion to transfer the lawsuit to the Western District of Pennsylvania was granted, plaintiffs filed an amended complaint that dropped all claims against the Trustee and the individual directors and officers. In the amended complaint, plaintiffs alleged that the treatment of the cost of the sales practices settlement in connection with the demutualization of Metropolitan Life breached the terms of the settlement. Plaintiffs sought compensatory and punitive damages, as well as attorneys' fees and costs. In October 2003, the court granted the defendants' motion to dismiss the action. Plaintiffs filed a notice of appeal to the United States Court of Appeals for the Third Circuit. In January 2004, the appeal was dismissed.
4. BENEFICIARY VOTING RIGHTS
The Trust Agreement provides the Trustee with directions as to the manner in which to vote, assent or consent the Trust Shares at all times during the term of the Trust. On all matters brought for a vote before the stockholders of the Holding Company, with the exception of a Beneficiary Consent Matter (as defined in the Trust Agreement), the Trustee will vote or abstain from voting in accordance with the recommendation given by the Board of Directors of the Holding Company to its stockholders or, if no such recommendation is given, as directed by the Board. On all Beneficiary Consent Matters, the Trustee will vote all of the Trust Shares in favor of, in opposition to or abstain from the matter in the same ratio as the Trust Interests of the Beneficiaries that returned voting instructions to the Trustee indicated preferences for voting in favor of, in opposition to or abstaining from such matter. The Trust Agreement also contains provisions allowing Beneficiaries to instruct the Custodian to withdraw their allocated Trust Shares to participate in any tender or exchange offer for the Common Stock and to make any cash or share election, or perfect any dissenter's rights, in connection with a merger of the Holding Company.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES
The Trustee, with the participation of Joseph B. Feil, Assistant Vice President of Wilmington Trust Company, the Trustee of the Trust, has evaluated the effectiveness of the design and operation of the Trust's disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, Mr. Feil has concluded that these disclosure controls and procedures are effective. The Trustee and Mr. Feil, in making these determinations, have relied to the extent reasonable on information provided by MetLife, Inc. and Mellon Investor Services
LLC. There were no changes in the Trust's internal control over financial reporting during the quarter ended December 31, 2003 that have materially affected, or are reasonably likely to materially affect, the Trust's internal control over financial reporting.
17

PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
There are no directors, executive officers or employees of the Trust. The Trustee of the Trust is Wilmington Trust Company. The Custodian of the Trust is Mellon Investor Services LLC, formerly known as ChaseMellon Shareholder Services LLC.
The Trust has not adopted a code of ethics applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions because the Trust does not have any such officers.
ITEM 11. EXECUTIVE COMPENSATION.
Not Applicable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
There are no directors or executive officers of the Trust. No person is the beneficial owner of more than five percent of the Trust Interests.
The Trust has no equity compensation plans.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not Applicable.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Deloitte & Touche LLP ("Deloitte") has served as independent auditor of the Trust since its inception. Its knowledge of the Trust has enabled it to carry out its audits of the Trust's financial statements with effectiveness and efficiency.
INDEPENDENT AUDITORS' FEES FOR 2003 AND 2002

                                 2003                 2002
                                 ----                 ----
Audit Fees                      $17,500              $26,250
Audit-Related Fees              $     0              $     0
Tax Fees                        $     0              $     0
All Other Fees                  $     0              $     0	

Audit fees include fees for services to perform an audit in accordance with generally accepted auditing standards and services that generally only the Trust's independent auditor can reasonably provide, such as attest services, consents and assistance with and review of documents filed with the Securities and Exchange Commission.
The Trust does not have an audit committee. The Audit Committee of the Holding Company (the "Audit Committee") has pre-approved all of the fees incurred by the Trust for 2003 set forth above in accordance with such Audit Committee's pre-approval procedures.
The Audit Committee has adopted pre-approval procedures as required under the Sarbanes-Oxley Act of 2002 and the rules of the Securities and Exchange Commission. Pursuant to these procedures, at the final scheduled meeting of the Audit Committee in each fiscal year, the Holding Company's General Auditor provides to the Audit Committee a schedule setting forth the particular audit services that the General Auditor expects to be performed by the independent auditor in connection with the audit of the Holding Company's and its subsidiaries' financial statements for the next fiscal year (including those of the Trust), together with a proposed maximum amount of fees for each particular audit service, and a schedule setting forth the permitted audit-related, tax and other permitted non-audit services that management of the Holding Company desires or may desire to engage the auditor to perform during the next fiscal year, together with a proposed maximum amount of fees for each particular service. These schedules are accompanied by a supporting schedule which gives the same information with respect to the then-current fiscal year. At the final scheduled meeting for the fiscal year, the Audit Committee pre-approves the specific audit services, maximum amounts of fees that may be paid in connection with such services, and the terms of an engagement letter to be entered into by the Holding Company (on behalf of itself and its subsidiaries, including the Trust) with the independent auditor, and approves audit-related, tax and other permitted non-audit services that management of the Holding Company may desire to engage the independent auditor to perform during the next fiscal
18

year and the maximum amount of fees for each such service, in each case as the Audit Committee, in its sole judgment, believes does not impair the independence of the independent auditor.
The engagement of the auditor to perform any services not specifically pre-approved by the Audit Committee at the last meeting of its fiscal year, or to perform services that have been approved where the fees will exceed the maximum dollar amount approved at such meeting for the service, must be pre-approved by the Audit Committee or a member of the Audit Committee to whom authority to pre-approve audit and non-audit services has been delegated by the Audit Committee.
The Holding Company's General Auditor presents to the Audit Committee at each of its meetings a schedule indicating which services have been approved by delegated authority.
19

PART IV
ITEM 15. 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 11.
2. Financial Statement Schedules
Not applicable.
3. Exhibits
The exhibits are listed in the Exhibit Index on page 22.
(b) Reports on Form 8-K:
There were no Reports on Form 8-K filed during the year ended December 31, 2003.
20

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 30, 2004
METLIFE POLICYHOLDER TRUST
By: Wilmington Trust Company, not in
its individual capacity, but
solely as trustee for the Trust

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

21

EXHIBIT INDEX

EXHIBIT NO.                                  DESCRIPTION                                     PAGE NO.
-----------                                  -----------                                     --------
    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 MetLife,  Inc.'s  Annual Report on Form 10-K
             for the fiscal year ended December 31, 2003.

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

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

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

    31.1 --  Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.      23

    32.1 --  Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.      24	

22

EXHIBIT 31.1
SECTION 302 CERTIFICATION
I, Joseph B. Feil, certify that:
1. I have reviewed this annual report on Form 10-K of MetLife Policyholder Trust, for which Wilmington Trust Company acts as Trustee;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, distributable income and changes in trust corpus of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), or for causing such procedures to be established and maintained, for the registrant and I have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors:
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves persons who have a significant role in the registrant's internal control over financial reporting.
In giving the certifications in paragraphs 4 and 5 above, I have relied to the extent I consider reasonable on information provided to me by MetLife, Inc. and Mellon Investor Services LLC.

Date: March 30, 2004

                                        By:   /s/ Joseph B. Feil
                                              -------------------------
                                              Joseph B. Feil
                                              Assistant Vice President
                                              Wilmington Trust Company	

EXHIBIT 32.1
SECTION 906 CERTIFICATION
CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE
The following certification accompanies the issuer's Annual Report on Form 10-K and is furnished, not filed, as provided in SEC Release Nos. 33-8238, 34-47986 dated June 5, 2003:
I, Joseph B. Feil, Assistant Vice President of Wilmington Trust Company, trustee of the MetLife Policyholder Trust (the "Trust"), certify that (i) the Trust's Annual Report on Form 10-K for the year ended December 31, 2003 (the "Annual Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Trust.

Date: March 30, 2004
                                By:   /s/ Joseph B. Feil
                                      ------------------------
                                      Joseph B. Feil
                                      Assistant Vice President
                                      Wilmington Trust Company	

A signed original of this written statement required by Section 906 has been provided to the MetLife Policyholder Trust and will be retained by the MetLife Policyholder Trust and furnished to the Securities and Exchange Commission or its staff upon request.