Securities Exchange Act of 1934
Rule 12h-3

January 22, 2008

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division will not object if MLAC stops filing periodic and current reports under the Securities Exchange Act of 1934, including its annual report on Form 10-K for the fiscal year ended December 31, 2007. In reaching this position, we note that as a result of its merger into MICC, the separate corporate existence of MLAC ceased and all obligations of MLAC under the Registered Contracts became obligations of MICC, and that MLAC has filed post-effective amendments removing from registration unsold securities under all effective registration statements on Form S-1 and those registration statements are effective. We assume that, consistent with the representations made in your letter, MLAC will file a certification on Form 15 making appropriate claims under Exchange Act Rule 12h-3 on or before the due date of its Form 10-K for the fiscal year ended December 31, 2007.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2008/metlife012208-12h3.htm