January 15, 2021


Michael A. Ramirez
Law Department
Pacific Life Insurance Company
Pacific Life & Annuity Company
700 Newport Center Drive
Newport Beach, California 92660

Re:    Separate Account A of Pacific Life Insurance Company (  PLIC  );
Registration Statement
       on Form N-4 (File Nos. 811-08946 and 333-250190) (  PLIC Registration
Statement  )
       and
       Separate Account A of Pacific Life & Annuity Company (  PLAC  );
Registration
       Statement on Form N-4 (File Nos. 811-09203 and 333-250191) (  PLAC
Registration
       Statement  )

Dear Mr. Ramirez:

        The staff has reviewed the above-referenced initial registration
statements on Form N-4
filed by PLIC and PLAC (each, a   Company  ) under the Securities Act of 1933
as amended, and
the Investment Company Act of 1940, as amended, on November 19, 2020 (each, a
registration
statement  ). All capitalized terms not otherwise defined herein have the
respective meanings
given to them in the registration statements.

GENERAL

1. Our comments are made with respect to the PLIC Registration Statement and
reference page
   numbers in that registration statement. Unless otherwise specified, please
apply these
   comments to the parallel disclosure in the PLAC Registration Statement.

2. Please confirm that Portfolio expense figures and date references will be
updated as
   necessary and all missing information, including all exhibits and financial
statements, will be
   filed in pre-effective amendments to the registration statements. We may
have additional
   comments on such portions when you complete them in the pre-effective
amendments, on
   disclosures made in response to this letter, on information supplied
supplementally, or on
   exhibits filed in the pre-effective amendments.

3. Where a comment is made with regard to disclosure in one location of a
registration
   statement, it is applicable to all similar disclosure appearing elsewhere in
the registration
   statement. In particular, to the extent applicable, all comments relating
to: (i) the Future
 Michael A. Ramirez
January 15, 2021
Page 2 of 14

   Income Generator (  FIG  ) (Single) rider apply to the FIG (Joint) rider;
(ii) the CoreIncome
   Advantage Select (  Core  ) (Single) rider apply to the Core (Joint) rider;
(iii) the FIG (Single)
   rider apply to the Core (Single) rider; and (iv) the FIG (Joint) rider apply
to the Core (Joint)
   rider.

4. Please clarify supplementally whether there are any guarantees or support
agreements with
   third parties to support any contract features or benefits, or whether each
Company will be
   solely responsible for any benefits or features associated with the
Contracts issued by its
   separate accounts.

PROSPECTUS SUPPLEMENT

5. The end of the Prospectus Supplement advises investors to speak with their
Schwab
   investment professional. If the Contract will not be marketed exclusively to
Schwab clients,
   delete this reference. Otherwise, please make clear in the disclosure here
and on the cover of
   the prospectus that this Contract is only available for Schwab clients.

PROSPECTUS

Prospectus Cover

6. Please add the following, or substantively similar disclosure, immediately
after the first
   sentence on the Prospectus cover page:

       The contracts offer various optional living and death benefit riders for
an additional cost.
       The living benefit riders vary in terms of the age that the Owner must
be before the
       benefits become payable and other terms. Work with your financial
professional to
       determine which benefits are best suited to your financial needs.
[Insert cross references
       to the appropriate discussions in the Prospectus.]

General

7. Headings and subheadings in the Prospectus may be difficult for some readers
to locate
   because of the absence of spaces before and after such items to set them
off, inconsistent
   formatting at the same heading or subheading level and because they are
often in the same
   font size as the text they introduce. Please reformat the Prospectus to
clearly set off headings
   and subheadings, ensure that the same levels of headings and subheadings are
formatted
   consistently, and that headings and subheadings are made more prominent for
easier
   reference.

Table of Contents

8. Some of the headings/subheadings and page number references in the Table of
Contents do
   not match the headings/subheadings and page numbers of the text of the
Prospectus (e.g., the
   heading   Charges, Fees and Deductions -- page 14 in the Table of Contents
is labelled   Fees
 Michael A. Ramirez
January 15, 2021
Page 3 of 14

   and Expenses   and appears on page 13 of the Prospectus). Please reconcile
the Table of
   Contents and Prospectus headings as necessary.

Overview



9. The second paragraph of this section alternately references both   riders
and   living benefit
   riders   when discussing restrictions on additional Purchase Payments.
Please clarify in the
   disclosure whether the Company reserves the right to restrict additional
Purchase Payments
   on all riders, including death benefit riders, or only the living benefit
riders. If the
   restrictions also apply to the death benefit riders, please revise the
disclosure and also address
   the effect on the death benefit riders if additional Purchase Payments are
restricted. Please
   make corresponding changes to the parallel disclosure under   Optional
Riders   on page 10
   and   Making Additional Purchase Payments   on page 24.



10. The transfer restrictions are alternately disclosed as   [o]nly 2 transfers
in any calendar month
    may involve any of the following Investment Options   and   [o]nly 2
transfers into or out of
    each of the following Investment Options may occur in any calendar month  .
If there is a
    substantive distinction between the two statements, please revise the
disclosure to make the
    distinction clearer. If the transfer restrictions are identical, please
conform the disclosure.
    Please make corresponding changes to the parallel disclosure under
Transfers and Market-
    timing Restrictions   on pages 26-27.



11. The first sentence of this section, states that all of the optional riders
 may be discontinued
    for purchase at any time without prior notice.   We note that the death
benefit riders and the
    FIG riders must be purchased at Contract issue. Therefore, until the
Prospectus is amended
    to delete these riders, they must continue to be offered. Please delete the
quoted language
    throughout. With respect to the Core rider, the Company must amend the
Prospectus before
    it can discontinue Core rider purchases at Contract Anniversaries. The
Company may
    reserve its right to discontinue Core rider purchases at Contract
Anniversaries, provided that
    the disclosure notes that the Prospectus will be amended prior to
eliminating such rights.
    Please make corresponding changes under   Optional Death Benefit Riders
on page 41 and
    elsewhere that similar disclosure may appear.

12. Similar to your disclosure relating to the Optional Living Benefit Riders
on page 11, prior to
    the summary discussion of the optional death benefit riders, please add an
introduction (with
    an appropriate subheading) stating that death benefit riders are available
through this
    Contract for an additional cost and that the following is a list of death
benefit riders currently
    available.
 Michael A. Ramirez
January 15, 2021
Page 4 of 14

13. Please add the following at the beginning of the discussion of the
Stepped-Up Death Benefit
    on page 11:   This rider is not available for Contracts issued in
California. See Return of
    Purchase Payments Death Benefit II below for Contracts issued in
California.



14. The introductory discussion of the living benefit riders states that
[t]he riders have the same
    basic structure with differences in the percentage that may be withdrawn
each year and how
    long the withdrawals may last (for example, for a single life or for joint
lives).   We note that
    the riders have different annual charges and different ages at which
guaranteed minimum
    withdrawals begin. The FIG riders include an Annual Credit feature and
permit owner-
    elected resets that the Core riders do not. The Core single and joint
riders may be exchanged
    for one another on any Contract Anniversary (if then available) while the
FIG riders cannot.
    In addition, the Core single rider permits a surviving spouse to continue
the rider while the
    FIG single rider does not. In light of these differences, please revise the
foregoing statement.
    Please make corresponding changes to the parallel disclosure in the
introductory paragraph to
      Guaranteed Minimum Withdrawal Benefit   on pages 48-49.

15. In the same paragraph, please include the age at which guaranteed minimum
withdrawals
    begin under each rider.



16. In the discussion following the Periodic Expenses table on page 13, for
clarity please disclose
    whether the Death Benefit Rider Charge will continue after the Annuity
Date.



17. The introduction to the examples states that   [t]he minimum amounts do not
include an
    optional death benefit rider.   Please also state, if accurate, that the
minimum amounts also
    do not include a living benefit rider.

Your Investment Options



18. Please state whether or not investor can invest in the Fixed Option if
he/she elects a living
    benefit rider.
 Michael A. Ramirez
January 15, 2021
Page 5 of 14

Purchasing Your Contract



19. The second paragraph of this section states that an investor may purchase a
Contract by
    exchanging his/her existing annuity. Please add the following disclosure,
or substantively
    similar disclosure, to this discussion:

        Some investment professionals may have a financial incentive to offer
you this Contract
        in place of the one you already own. You should only exchange your
existing contract
        for this Contract if you determine, after comparing the features, fees,
and risks of both
        contracts, that it is preferable for you to purchase this Contract
rather than continue your
        existing contract.

How Your Purchase Payments Are Allocated



20. Please state in the first paragraph of this section that if a living
benefit rider is purchased, an
    Owner   s entire Contract Value must be allocated to the Investment Options
the Company
    makes available for the living benefit riders.



21. Please qualify the statement below to reflect that if a living benefit
rider is purchased,
    Contract Value allocated to a living benefit rider may be allocated only to
the Investment
    Options the Company makes available for such riders and provide a cross
reference to the
    section disclosing the investment options available under the riders:

        Once your Purchase Payments are allocated to the Investment Options you
selected, you
        may transfer your Account Value from any Investment Option to any other
Investment
        Option.

Charges, Fees and Deductions



22. If accurate, please revise to explain that the term    surrender charge
period    in the following
    sentence means Purchase Payments that are still subject to a Withdrawal
Charge:

        We also account for any eligible Purchase Payments that are still in
the surrender charge
        period that may be withdrawn without incurring a withdrawal charge
(e.g. free 10%).
 Michael A. Ramirez
January 15, 2021
Page 6 of 14



23. So that investors may easily locate the disclosure, please add a reference
to the Optional
    Death Benefit Rider charges in the heading for this subsection.



24. The last paragraph of this section states,   [o]nce your Contract Value is
zero, the Rider
    annual charge will no longer be deducted.   Please specify whether
deductions will stop in
    the quarter during which the Contract Value is reduced to zero or the
following quarter.



25. Please explain in the second paragraph of this section that   two tiered
level of expenses
    means that a fund-of-funds portfolio will pay a proportional share of the
fees and expenses of
    the underlying funds in which it invests, in addition to its own fees; and,
as a result, an
    investor will be subject to two layers of fees with respect to investments
in the fund-of-funds
    portfolio.




26. For the annuity options listed in this section please clarify, if true,
that both fixed and
    variable payouts are available for each option. In this regard, see the
discussion under   Other
    Annuity Options.

27. The Company states under   Joint and Survivor Life   that   [i]f one or
both Annuitants die
    prior to the first payment the death benefit would be calculated as
described under the Death
    Benefits and Optional Death Benefit Riders section of the Prospectus and no
annuity
    payment would be made.   Please supplementally confirm that the Contract
Value cannot be
    annuitized if any Annuitant dies prior to the first annuity payment. This
comment also
    applies to the parallel disclosure under   Joint Life With Period Certain
(fixed or variable)  .
    If the statement in   Joint Life With Period Certain (fixed or variable)
is accurate and will be
    retained, please add   and no annuity payment would be made   to the end of
the relevant
    sentence.



28. For annuity options 1-4 discussed in this section, please indicate when
annuitization becomes
    effective and what would happen if the Annuitant(s) pass(es) away (i) prior
to the first
    payment or (ii) after the first payment has processed.

29. The Company uses the terms   Joint and Survivor Life   and   Joint Life
throughout the
    Prospectus. If there are no differences between these terms, please select
one term and use it
 Michael A. Ramirez
January 15, 2021
Page 7 of 14

   consistently throughout the Prospectus. Otherwise, please explain in the
Prospectus the
   material differences between these terms under the Contract, the riders and
for purposes of
   choosing annuity options.



30. Please disclose in the introduction to this section whether the Company
reserves the right to
    reject or restrict, at its discretion, any additional Purchase Payments for
a death benefit rider
    and whether it will provide advance notice of any such restrictions.




31. Under the definition of    Total Adjusted Purchase Payments    for each
rider please explain in
    plain English what    compliant withdrawals under the withdrawal benefit
rider    means.

32. Under the definition of    Pro Rata Reduction    for each rider the Company
states that    [t]he
    reduction made, when the Contract Value is less than the sum of all
Purchase Payments made
    into the Contract, may be greater than the actual amount withdrawn.
Please supplementally
    confirm that the reference to    the sum of all Purchase Payments    in
this statement is correct
    and should not instead reference the Total Adjusted Purchase Payment amount
immediately
    prior to the withdrawal.

33. In the    Termination    subsection of each rider, the disclosure states
that the rider will remain
    in effect until the earlier of    a full withdrawal of the amount available
for withdrawal is made
    under the Contract   . Please revise this disclosure in plain English so
that a reader
    understands what kind of withdrawal will terminate the rider. Please make
conforming
    changes to all parallel disclosure.



34. Please remove the underlined portion of the following sentence which
appears on each of
    pages 43 and 44. The underlined disclosure is made previously and may
impede
    understanding of the sentence by suggesting that the rider can be purchased
at a time other
    than at initial purchase:

       If you purchase this Rider at the time your application is completed,
upon the death of
       any Owner (or any Annuitant in the case of a Non-Natural Owner), prior
to the Annuity
       Date, the death benefit proceeds will be equal to the greater of (a) or
(b) below:

35. In the discussion of Owner Change on page 43, the Company states that if
there is an Owner
    change under the circumstances described in that section, including an
Owner change to
    someone other than the previous Owner   s spouse, the    Guaranteed Minimum
Death Benefit
    Amount will be reset to equal the Total Adjusted Purchase Payments amount
(under the
    Death Benefit Amount) on the effective date of the Owner change   . The
example on page
 Michael A. Ramirez
January 15, 2021
Page 8 of 14

   119 states that during Contract Year 5 the Owner changes to someone other
than the previous
   Owner   s spouse, the    Total Adjusted Purchase Payments on the effective
date of the Owner
   change (the    Change Date   ) will be reset to equal the      of the
Contract Value as of the
   Change Date or the Total Adjusted Purchase Payments as of the Change Date. .
.. . [and the]
   Guaranteed Minimum (Stepped-Up) Death Benefit Amount will be reset to equal
the Total
   Adjusted Purchase Payments amount    as of the Change Date.    Please
reconcile the
   discrepancy in the calculation of the Guaranteed Minimum Death Benefit
Amount.

36. In the discussion of Owner Change on page 43, the Company states that
[o]n each Contract
    Anniversary after the Change Date    we recalculate the Death Benefit
Amount for each
    Milestone Date and set it equal to the greater of: the Contract Value on
that Contract
    Anniversary, or the Total Adjusted Purchase Payments on the Change Date.
Please
    supplementally confirm that the reference to    Change Date    in the prior
sentence should not
    be a reference to    that Contract Anniversary   .

37. For the Stepped-Up Death Benefit rider, please disclose what the death
benefit proceeds will
    be if any Owner (or Annuitant in the case of a Non-Natural Owner) dies
prior to the first
    Milestone Date and prior to the Annuity Date.




38. The disclosure states    [y]ou may surrender your Contract and make a full
withdrawal at any
    time after the right to cancel period.    Since the Contract may be
surrendered and a full
    withdrawal made during the right to cancel period, please delete    after
the right to cancel
    period    from the sentence.

39. The disclosure states that    partial withdrawals from any fixed option in
any Contract Year
    may be subject to restrictions.    Please disclose these restrictions or
provide a cross reference
    to the applicable disclosure in the Prospectus.

40. The disclosure includes a cross reference to    The General Account   .
Please supplementally
    confirm that the cross reference is in the proper location. Please also add
a statement as to
    the purpose of the cross reference.



41. The Company states that    [i]f you own living benefit riders, taking a
withdrawal before a
    certain age or a withdrawal that is greater than the allowed annual
withdrawal amount under
    a rider, may result in adverse consequences such as a reduction in rider
benefits or the failure
    to receive lifetime withdrawals under the rider.    Please add that such
withdrawals may also
    terminate the rider.
 Michael A. Ramirez
January 15, 2021
Page 9 of 14



42. The Company states that   [f]or purposes of determining the free withdrawal
amounts,
    withdrawal of mandatory required minimums from certain Qualified Plans are
included
    within the calculations.   Please revise this statement in plain English (
.., withdrawals of
    mandatory required minimums from certain Qualified Plans are counted
towards the free
    withdrawal amount for a Contract Year). Please disclose whether withdrawal
of the
    maximum annual withdrawal amount allowed under a living benefit rider is
counted towards
    the free withdrawal amount for a Contract Year.



43. The Company states:   [w]ithdrawal requests we receive before the close of
the New York
    Stock Exchange, which usually closes at 4:00 p.m. Eastern time, will be
effective at the end
    of the same Business Day that we receive them In Proper Form
                                                           .   Please
supplementally explain what
    is meant by the italicized portion of the preceding statement and how it is
consistent with the
    requirements of Rule 22c-1 under the Investment Company Act of 1940.



44. If accurate, please add   plus any amounts deducted as Contract fees and
charges   to the end
    of the following sentence   [i]n addition, if your Contract was issued as
an IRA and you
    return your Contract within 7 calendar days after you receive it, we will
return the greater of
    your Purchase Payments (less any withdrawals made) or the Contract Value.

45. The disclosure states that   [i]f state law requires that your Purchase
Payments must be
    allocated to Investment Options different than you requested, we will
comply with state
    requirements and your Purchase Payments will be held in the Fidelity VIP
Government
    Money Market.   Please either (i) revise the disclosure to cover only
situations where state
    law requires a return of premium or (ii) explain the basis for the
statement   if state law
    requires that your Purchase Payments must be allocated to Investment
Options different than
    you requested.




46. The Company states that   [n]o riders may be purchased after the Contract
date.   Please
    revise this disclosure to reflect that the Core riders may be purchased on
the Contract date
    and at any Contract Anniversary (if then available).

47. In the comparison table on page 48 please add, if true, (i) under
Guaranteed Withdrawal
    Percentage   --   Before Age 59    -- 0%   to the FIG rider column; (ii)
(youngest Designated
    Life for Joint rider)   or similar language to both columns under   Age
Lifetime Withdrawals
 Michael A. Ramirez
January 15, 2021
Page 10 of 14

   Begin   ; and (iii) line items for    Exchanges Between the Single and Joint
Riders,       Spousal
   Continuation of a Single Rider    and    Termination by Request   .

48. The Company states that    [t]aking a withdrawal before a certain age or a
withdrawal that is
    greater than the annual withdrawal amount (   excess withdrawal   ) under a
particular Rider
    may result in adverse consequences such as a permanent reduction in
optional Rider benefits
    or the failure to receive lifetime withdrawals under a Rider.    Please
revise    optional Rider
    benefits    to    Rider benefits    as the former suggests that these are
optional features of the
    Rider (rather than that the purchase of the Rider itself is optional).
Please also add that such
    withdrawals may also terminate the rider.



49. The Company states that    [g]enerally, if your Contract Value is lower
than the Protected
    Payment Base under your existing Rider, your election to exchange from one
rider to another
    may result in a reduction in the Protected Payment Base and any applicable
Protected
    Payment Amount and Remaining Protected Balance that may be applied.    The
term
       Remaining Protected Balance    is not discussed in the Prospectus.
Please explain the term
    and its function in the applicable rider structure.



50. To the extent applicable, please revise the disclosure relating to the FIG
riders to reflect the
    changes made in response to Staff comments provided on the Company   s
Post-Effective
    Amendment No. 15 to its registration statement filed on October 23, 2020.



51. The Company states on pages 52 and 57 that    you should consult your tax
or legal advisor
    prior to purchasing this Contract and guarantee, the primary benefit of
which is guaranteeing
    withdrawals.    Please replace the reference to    guarantee    in this
context with    rider    or
       optional rider    in each place it appears.



52. The Company states on pages 53 and 58 if the Designated Life or youngest
Designated Life
    for a joint rider    is age 59   or older and the Contract Value was
reduced to zero by a
    withdrawal that did not exceed the Protected Payment Amount (except that an
RMD
    Withdrawal may exceed the Protected Payment Amount), the following will
apply
    Please clarify, if accurate, that Contract Value could be reduced to zero
through withdrawals
    (except that an RMD Withdrawal may exceed the Protected Payment Amount),
fees or
    market performance. Please make any applicable changes to the parallel
disclosure for the
    Core riders on pages 62 and 65.
 Michael A. Ramirez
January 15, 2021
Page 11 of 14



53. Please bold the following paragraph in each place it appears:

       If you annuitize the Contract at any time prior to the maximum Annuity
Date specified in
       your Contract, your annuity payments will be determined in accordance
with the terms of
       your Contract. The Protected Payment Base and Protected Payment Amount
under this
       Rider will not be used in determining any annuity payments and your
annuity payments
       received may be less than the Protected Payment Amount you are entitled
to receive for
       life under the Rider. Work with your financial professional to determine
if you should
       annuitize your Contract before the maximum Annuity Date or stay in the
accumulation
       phase and continue to take withdrawals under the Rider.




54. For the Core riders, please consider disclosing whether an investor will
receive the current
    Annual Charge Percentage in effect on (i) the date that his/her application
is signed or (ii) the
    Contract issue date.



55. The last sentence of the definition of   Protected Payment Amount   on page
60 states that
      [t]he initial Protected Payment Amount will depend upon the age of the
youngest
    Designated Life.   We note that the Core single rider allows for only a
single Annuitant and
    further that the Protected Payment Amount remains 5.0% of the Protected
Payment Base
    once the Designated Life reaches 65. Please revise this sentence or
supplementally explain
    why it is accurate.

56. The last sentence of the definition of   Protected Payment Amount   on page
64 states that
      [t]he initial Protected Payment Amount will depend upon the age of the
youngest
    Designated Life.   We note that the Protected Payment Amount remains the
4.5% of the
    Protected Payment Base once the youngest Designated Life reaches 65. Please
revise this
    sentence or supplementally explain why it is accurate.



57. The disclosure states on pages 63 and 67 that the Rider will automatically
terminate on the
    earliest of    the day you exchange this Rider for another withdrawal
benefit Rider  . The
    Company states earlier that   [s]ubject to availability, you may elect to
exchange between the
    CoreIncome Advantage Select (Single) and CoreIncome Advantage Select
(Joint) Riders on
    any Contract Anniversary.   Please except out this exchange from the
termination provision.
 Michael A. Ramirez
January 15, 2021
Page 12 of 14



58. Please revise the reference on page 67 to the    CoreIncome Advantage
Select (Single) Sample
    Calculations Appendix    to the    CoreIncome Advantage Select (Joint)
Sample Calculations
    Appendix   .



59. Please make any necessary updates to the information related to changes in
withdrawal
    requirements resulting from the CARES Act.



60. The PLIC and PLAC Registration Statements contain different figures for
commissions that
    may be paid to broker-dealers. Please reconcile the disclosure.



61. Please add the CT state required material changes discussed elsewhere in
the Prospectus to
    this section so that a CT resident can easily locate the disclosure. .




62. Please revise the Sample Calculations Appendix for the FIG riders to
reflect all changes
    made in response to Staff comments provided on the Company   s
Post-Effective Amendment
    No. 15 to its registration statement filed on October 23, 2020.

63. In Example #4 which is titled    Withdrawal Exceeding Protected Payment
Amount (Including
    any applicable withdrawal charges or taxes),    the withdrawal amount of
$10,000 exceeds to
    Protected Payment Amount but    [w]ithdrawal charges do not apply as this
amount was
    within the free withdrawal amount.    To illustrate the effect of
withdrawal charges on the
    Contract Value and Protected Payment Amount, please include another example
based on the
    same set of facts, except that the withdrawal exceeds both the Protected
Payment Amount
    and the free withdrawal amount.

64. In Example #6, please include a column in the table to reflect Contract
Values or
    supplementally explain why inclusion of a Contract Value column would not
be useful to
    investors.
 Michael A. Ramirez
January 15, 2021
Page 13 of 14




65. In Example #4 which is titled   Withdrawal Exceeding Protected Payment
Amount,   the
    withdrawal amount of $30,000 exceeds both the Protected Payment Amount and
the free
    withdrawal amount. Please revise (i) the title of the example to reflect
applicable withdrawal
    charges or taxes and (ii) the example itself to illustrate the effect of
withdrawal charges on
    the Contract Value and Protected Payment Amount. In addition, please
include in each
    example a discussion of the difference in calculation if the withdrawal is
requested as a gross
    amount vs a net amount. In this regard, see Example #4 of the FIG Sample
Calculations
    Appendix. If the Company believes that the revised example would cover too
many
    concepts, please consider providing two examples ( ., one in which the
withdrawal does not
    exceed the free withdrawal amount and another in which it does).

66.                                                        If the youngest
Designated Life is 65
      years of age or older, the Protected Payment Amount for this rider is
equal to 4.5% of the
      Protected Payment Base. However, all of the sample calculations in this
appendix assume a
      Protected Payment amount equal to 5.0% of the Protected Payment Base.
Please revise the
      sample calculations in this appendix to reflect the Protected Payment
Amount offered for the
      rider.



67. In the withdrawal examples during Contract Year 11, if accurate, please
explain that the
    reduction made to the Total Adjusted Purchase Payment Amount was greater
than the actual
    amount withdrawn because the Contract Value at the time of the withdrawal
was less than
    the Total Adjusted Purchase Payments.




68. The examples state that in Contract Year 3 an additional purchase payment
of $25,000 is
    made and no withdrawals have been made. Based on the Prospectus disclosure,
we would
    expect the Contract Value and the Guaranteed Minimum Death Benefit Amount
to be the
    same after the purchase payment. Please explain why the Contract Value
after the purchase
    payment increases from $106,090 to $133,468 while the Guaranteed Minimum
Death Benefit
    Amount increases from $106,090 to $131,090.

69. The example on page 119 states that during Contract Year 9 death occurs.
The examples use
    the term   Standard Death Benefit Amount   which is not defined in the
Prospectus. Please
    define the term or rephrase so that a definition is not needed.
 Michael A. Ramirez
January 15, 2021
Page 14 of 14



70. Please confirm supplementally that condensed financial information has not
been provided
    for any Subaccount offered under the Contract because no such Subaccount
has commenced
    operations as of the date of the Prospectus. Alternatively, if any
Subaccount has been
    previously made available under any other contract offered through the same
separate
    account (      the other contract has the same underlying fund option and
same total separate
    account expense), then please include in the Prospectus the accumulation
unit values and
    number of accumulation units outstanding for each such subaccount from the
date of its
    inception (or for ten years, if less).




71. Please confirm that the Company will file a new opinion and consent of
counsel as to the
    legality of the Contracts being registered on this registration statement.

72. Please file new powers of attorney that authorize the filing of this
registration statement.

                                             * * * *

       A response to this letter should be in the form of a pre-effective
amendments filed
pursuant to Rule 472 under the Securities Act. The pre-effective amendments
should be
accompanied by a supplemental letter that includes your responses to each of
these comments.
Where no change will be made in the filing in response to a comment, please
indicate this fact in
your supplemental letter and briefly state the basis for your position.

       We remind you that the Companies and their management are responsible
for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action, or
absence of action by the staff.

       You may contact me at (202) 551-6907 or chooy@sec.gov if you have any
questions.

                                                      Sincerely,
                                                      /s/ Yoon Choo
                                                      Senior Counsel



cc: Andrea Ottomanelli Magovern, Assistant Director
    Sally Samuel, Branch Chief