SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c)
and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2.

Under the Securities Exchange Act of 1934

METLIFE, INC.

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

March 8, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

o    Rule 13d-1(b)
þ   Rule 13d-1(c)
o    Rule 13d-1(d)

     * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes.)

(Continued on following pages)

 

 

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Item 1(a). Name of Issuer:

MetLife, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

200 Park Avenue
New York, NY 10166

Item 2(a). Name of Persons Filing:

This statement is being filed jointly by American International Group, Inc. and ALICO Holdings LLC.

Item 2(b). Address of Principal Business Office or, if none, Residence:

American International Group, Inc.
180 Maiden Lane
New York, New York 10038

ALICO Holdings LLC
180 Maiden Lane
New York, New York 10038

Item 2(c). Citizenship:

American International Group, Inc. is a Delaware corporation.

ALICO Holdings LLC is a Delaware limited liability company.

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.01 per share.

Item 2(e). CUSIP Number:

59156R108

Item 3.		If this statement is filed pursuant to §§ 240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable.

	(a)	o	Broker or dealer registered under Section 15 of the Exchange Act.
	(b)	o	Bank as defined in section 3(a)(6) of the Exchange Act.
	(c)	o	Insurance company as defined in section 3(a)(19) of the Exchange Act.
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940.
	(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
	(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
	(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

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	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
	(j)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4. Ownership.

On March 8, 2011, ALICO Holdings LLC (“ALICO SPV”) disposed of all 78,239,712 shares of common stock of MetLife, Inc. (“MetLife”), par value $1.00 per share (the “Common Stock”), all 6,857,000 shares of Series B Contingent Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock of MetLife and all 40,000,000 Common Equity Units of MetLife that ALICO SPV had acquired on November 1, 2010. This Amendment No. 1 to Schedule 13G is being filed to report the fact that ALICO SPV is no longer the beneficial owner of more than five percent of the Common Stock. American International Group, Inc. has sole voting power to elect the managers of ALICO SPV, and accordingly has shared power to vote and dispose of any securities owned by ALICO SPV.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable

Item 8. Identification and Classification of Members of the Group.

Not applicable

Item 9. Notice of Dissolution of Group.

Not applicable

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.