Pacific Portfolios/Pacific Portfolios for Chase

/s/ DAVID R. CARMICHAEL

August 2, 2005

David R. Carmichael
as attorney-in-fact

As filed with the Securities and Exchange Commission on August 2, 2005
Registration Nos.

700 Newport Center Drive
Newport Beach, California 92660
(Address of Depositor’s Principal Executive Offices) (Zip Code)

(949) 219-3743
(Depositor’s Telephone Number, including Area Code)
Diane N. Ledger
Vice President
Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, California 92660
(Name and address of agent for service)

It is proposed that this filing will become effective (check appropriate box)
o immediately upon filing pursuant to paragraph (b) of Rule 485

Title of Securities Being Registered: Interests in the Separate Account under Pacific Portfolios and Pacific Portfolios for Chase Variable Annuity individual flexible premium variable annuity contracts.


PART A
Item No.		Prospectus Heading
1.	Cover Page	Cover Page

2.	Definitions	TERMS USED IN THIS PROSPECTUS

3.	Synopsis	AN OVERVIEW OF PACIFIC PORTFOLIOS

4.	Condensed Financial Information	YOUR INVESTMENT OPTIONS — Variable Investment Option Performance; ADDITIONAL INFORMATION — Financial Statements; FINANCIAL HIGHLIGHTS

5.	General Description of Registrant, Depositor and Portfolio Companies	AN OVERVIEW OF PACIFIC PORTFOLIOS; PACIFIC LIFE AND THE SEPARATE ACCOUNT — Pacific Life, — Separate Account A; YOUR INVESTMENT OPTIONS — Your Variable Investment Options; ADDITIONAL INFORMATION — Voting Rights


6.	Deductions	AN OVERVIEW OF PACIFIC PORTFOLIOS; FEE TABLE; HOW YOUR INVESTMENTS ARE ALLOCATED — Transfers and Market–timing Restrictions; CHARGES, FEES AND DEDUCTIONS; WITHDRAWALS — Optional Withdrawals


7.	General Description of Variable Annuity Contracts	AN OVERVIEW OF PACIFIC PORTFOLIOS; PURCHASING YOUR CONTRACT — How to Apply for your Contract; HOW YOUR INVESTMENTS ARE ALLOCATED; RETIREMENT BENEFITS AND OTHER PAYOUTS — Choosing Your Annuity Option, — Your Annuity Payments, — Death Benefits; OTHER OPTIONAL RIDERS; ADDITIONAL INFORMATION — Voting Rights, — Changes to Your Contract, — Changes to ALL Contracts, — Inquiries and Submitting Forms and Requests, — Timing of Payments and Transactions

8.	Annuity Period	RETIREMENT BENEFITS AND OTHER PAYOUTS

9.	Death Benefit	RETIREMENT BENEFITS AND OTHER PAYOUTS — Death Benefits

10.	Purchases and Contract Value	AN OVERVIEW OF PACIFIC PORTFOLIOS; PURCHASING YOUR CONTRACT; HOW YOUR INVESTMENTS ARE ALLOCATED; PACIFIC LIFE AND THE SEPARATE ACCOUNT — Pacific Life; THE GENERAL ACCOUNT — Withdrawals and Transfers

11.	Redemptions	AN OVERVIEW OF PACIFIC PORTFOLIOS; CHARGES, FEES AND DEDUCTIONS; WITHDRAWALS; ADDITIONAL INFORMATION — Timing of Payments and Transactions; THE GENERAL ACCOUNT — Withdrawals and Transfers

12.	Taxes	CHARGES, FEES AND DEDUCTIONS — Premium Taxes; WITHDRAWALS — Optional Withdrawals, — Tax Consequences of Withdrawals; FEDERAL TAX STATUS

13.	Legal Proceedings	Not Applicable

14.	Table of Contents of the Statement of Additional Information	CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION


PART B

Item No.		Statement of Additional Information Heading

15.	Cover Page	Cover Page

16.	Table of Contents	TABLE OF CONTENTS

17.	General Information and History	Not Applicable

18.	Services	Not Applicable

19.	Purchase of Securities Being Offered	THE CONTRACTS AND THE SEPARATE ACCOUNT — Calculating Subaccount Unit Values, — Systematic Transfer programs

20.	Underwriters	DISTRIBUTION OF THE CONTRACTS — Pacific Select Distributors, Inc.

21.	Calculation of Performance Data	PERFORMANCE

22.	Annuity Payments	THE CONTRACTS AND THE SEPARATE ACCOUNT — Variable Annuity Payment Amounts

23.	Financial Statements	FINANCIAL STATEMENTS

Information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C to this Registration Statement.

Capitalized terms used in this supplement are defined in the Prospectuses referred to above unless otherwise defined herein. “We,” “us,” or “our” refer to Pacific Life Insurance Company; “you” or “your” refer to the Contract Owner.

This supplement must be preceded or accompanied by the applicable Prospectus dated May 1, 2005.

The optional Lifetime Income Access Plus Rider lets you withdraw up to 5% of your investments per year, lock in market gains, and may provide a credit which increases your protected amount. Subject to state availability, the optional Lifetime Income Access Plus Rider offers you, during the accumulation period, the ability to withdraw up to 5% of a Protected Payment Base (usually Purchase Payments), the potential to receive 5% of the Protected Payment Base for life, even if the Contract Value or Remaining Protected Balance is zero, and provides an Income Access Credit of 6% to your Protected Payment Base and Remaining Protected Balance for up to a five year period (provided you do not take any withdrawals during this period), when used with an asset allocation program established and maintained by us. If you use our DCA Plus program (if available) in conjunction with such an asset allocation program, you also will be considered to have met this requirement. You may buy this Rider on the Contract Date or on any Contract Anniversary.

The Rider also provides for an additional option (the “Reset”) on any Contract Anniversary beginning with the first (1^st) anniversary of the Rider Effective Date or most recent Reset Date, whichever is later, and may include an increase in the charges (up to a maximum of 1.20%) associated with the Rider. The Lifetime Income Access Plus Rider may not be available. Ask your registered representative about its current availability. (Protected Payment Base, Remaining Protected Balance, Protected Payment Amount, Income Access Credit, Reset, and Reset Date are described in the OTHER OPTIONAL RIDERS—Lifetime Income Access Plus Rider section in this supplement.)

If you buy the Rider within sixty (60) days after the Contract Date or within thirty (30) days after a Contract Anniversary, we will make the Effective Date of the Rider coincide with that Contract Date or Contract Anniversary.

You should consult a qualified adviser for complete information and advice before purchasing the Lifetime Income Access Plus Rider or electing the Reset provision available under the Rider.

There may be adverse consequences to taking a loan while this Rider is in effect. If you have an existing loan on your Contract, you should carefully consider whether the Rider is appropriate for you.

The Lifetime Income Access Plus Rider is called the Enhanced Guaranteed Withdrawal Benefit Rider in the Contract’s Rider.

The Periodic Contract Expenses section is amended by adding the following:

¹⁸

If you buy the Lifetime Income Access Plus Rider (subject to state availability), we deduct this charge proportionately from your Investment Options on each Contract Anniversary following the Effective Date of the Rider during the term of the Rider and while the Rider is in effect, or if the Rider is terminated. The 1.20% Charge is the maximum charge allowable under the terms and conditions of the Rider. Currently, the annual Charge for the Rider is 0.40%. Under the terms and conditions of the Rider, the annual Charge will remain the same while the Rider is in effect, unless you elect the optional Reset provision provided under the Rider. The Charge if you purchase the Rider will also be shown on the Rider in your Contract. We will waive the annual Charge if the Rider terminates as a result of death of an Owner or sole surviving Annuitant or upon full annuitization of your Contract.

PURCHASING YOUR CONTRACT AND OPTIONAL RIDERS is amended by adding the following:

Subject to state availability, you may purchase the optional Lifetime Income Access Plus Rider on the Contract Date or on any Contract Anniversary if:


	•	the age of each Annuitant is eighty five (85) years or younger on the date of purchase, and

	•	your entire Contract Value is invested in an asset allocation program established and maintained by us for this Rider during the entire period that the Rider is in effect. If you use our DCA Plus program in conjunction with such an asset allocation program, you will be considered to have met this requirement.

On and after October 1, 2005, subject to state availability of the Lifetime Income Access Plus Rider, you may elect to exchange the Income Access Plus Rider for the Lifetime Income Access Plus Rider on any Contract Anniversary. The initial Protected Payment Base and Remaining Protected Balance under the Lifetime Income Access Plus Rider will be equal to the Contract Value on that Contract Anniversary. You should consult a qualified adviser for complete information and advice before making an exchange.

You cannot request a termination of the Rider. Except as otherwise provided below, the Rider will automatically terminate on the earliest of:


	•	the day any portion of the Contract Value is no longer invested according to an asset allocation program established and maintained by us for this Rider,

	•	the day the Remaining Protected Balance is reduced to zero if the oldest Owner (or youngest Annuitant, in the case of an Owner who is a Non-Natural Owner), was age 64 or younger when the first withdrawal was taken under the Rider after the Rider Effective Date or the most recent Reset Date, whichever is later,

	•	the date of the first death of an Owner or the date of death of the sole surviving Annuitant,

	•	the day the Contract is terminated in accordance with the provisions of the Contract,

	•	the day we are notified of a change in ownership of the Contract if the Contract is Non-Qualified, or

	•	the Annuity Date.

The Rider will not terminate the day the Remaining Protected Balance is reduced to zero if the oldest Owner (or youngest Annuitant, in the case of an Owner who is a Non-Natural Owner) was age 65 or older when the first withdrawal was taken under the Rider after the Rider Effective Date or the most recent Reset Date, whichever is later. In this case, the Rider will terminate the day of the first death of an Owner or the date of death of the sole surviving Annuitant.

The Rider and the Contract will not terminate the day the Contract is terminated in accordance with the provisions of the Contract if at the time of this event, the Contract Value is zero and we are making pre-authorized withdrawals of 5% of the Protected Payment Base. In this case, the Rider and the Contract will terminate:


	•	the date of the first death of an Owner or the date of death of the sole surviving Annuitant if the oldest Owner (or youngest Annuitant, in the case of an Owner who is a Non-Natural Owner) was age 65 or older when the first withdrawal was taken under the Rider after the Rider Effective Date or the most recent Reset Date, whichever is later, or

	•	the day the Remaining Protected Balance is reduced to zero if the oldest Owner (or youngest Annuitant, in the case of an Owner who is Non-Natural Owner), was age 64 or younger when the first withdrawal was taken under the Rider after the Rider Effective Date or the most recent Reset Date, whichever is later.

If this Rider is terminated as a result of having any portion of the Contract Value no longer invested according to an asset allocation program established and maintained by us, you must wait until a Contract Anniversary that is at least one (1) year from the Effective Date of termination before this Rider may be purchased again (if available).

If the Owner dies while this Rider is in effect and if the surviving spouse of the deceased Owner elects to continue the Contract in accordance with its terms, the surviving spouse may continue to take withdrawals of the Protected Payment Amount under this Rider, until the Remaining Protected Balance is reduced to zero.

The surviving spouse may elect to reset the Remaining Protected Balance on any Contract Anniversary. If an election to reset is made, then the provisions of this Rider will continue for the surviving spouse.

If you purchase the Lifetime Income Access Plus Rider (subject to state availability), we will deduct, annually, a Lifetime Income Access Plus Charge (“Charge”) from your Investment Options on a proportionate basis on each Contract Anniversary that the Rider remains in effect following the Effective Date of the Rider, and if the Rider terminates. The Charge is equal to 0.40% multiplied by your Contract Value on the Contract Anniversary. The Charge for a Contract Year will be deducted on the Contract Anniversary following that Contract Year.

If the Rider terminates on a Contract Anniversary, the full Charge will be deducted from the Contract Value on that Contract Anniversary. If the Rider terminates on a day other than a Contract Anniversary the Charge will be prorated to the date of termination. The prorated Charge will be deducted based on the Contract Value as of the day the Rider terminates. The prorated Charge will be deducted from the Contract Value on the earlier of the day the Contract terminates or the Contract Anniversary immediately following the day the Rider terminates. We will waive the Charge if the Rider terminates due to death of an Owner or sole surviving Annuitant or upon full annuitization of your Contract.

The annual Charge may change if you elect the optional Reset provision in the Rider, but will never be more than the annual Charge percentage being charged for new issues of this same Rider and will not be more than a maximum annual Charge percentage of 1.20%. If you do not elect the optional Reset, your annual Charge percentage will remain the same as it was on the Effective Date of the Rider.

Any portion of the annual Charge we deduct from a fixed option will not be greater than the annual interest credited in excess of 3%. If you make a full withdrawal of the amount available for withdrawal during a Contract Year, we will deduct the Charge from the final payment made to you.

If you purchase the Lifetime Income Access Plus Rider (subject to state availability), on any day this Rider allows for withdrawals up to the Protected Payment Amount, regardless of market performance, until the Remaining Protected Balance is reduced to zero (0). This Rider also provides for an amount (an “Income Access Credit”) to be added to the Protected Payment Base and Remaining Protected Balance.

In addition, on any Contract Anniversary beginning with the first (1^st) Contract Anniversary after the Rider Effective Date or the most recent Reset Date, whichever is later, you may elect to reset the Remaining Protected Balance to an amount equal to 100% of the Contract Value on that Contract Anniversary.

For purposes of this Rider, the term “withdrawal” includes any applicable withdrawal charges and charges for premium taxes and/or other taxes, if applicable. Amounts withdrawn under this Rider will reduce the Contract Value by the amount withdrawn and will be subject to the same conditions, limitations, restrictions and all other fees, charges and deductions, if applicable, as withdrawals otherwise made under the provisions of the Contract.

If your Contract is a Qualified Contract or a TSA/403(b) Contract, you are subject to restrictions on withdrawals you may take prior to a triggering event and you should consult your tax or legal advisor prior to purchasing an optional guarantee, the primary benefit of which is guaranteeing withdrawals. For additional information regarding withdrawals and triggering events, see the FEDERAL TAX STATUS— Qualified Plans section in the Prospectus.


	Annual RMD Amount—The amount required to be distributed each Calendar Year for purposes of satisfying the minimum distribution requirements of Internal Revenue Code Section 401(a)(9) (“Section 401(a)(9)”) and related Code provisions in effect as of the Rider Effective Date.

	Protected Payment Amount—The maximum amount that can be withdrawn under this Rider without reducing the Protected Payment Base. The Protected Payment Amount on any day after the Rider Effective Date is equal to the lesser of:


	•	5% of the Protected Payment Base as of that day, less cumulative withdrawals during that Contract Year, or

	•	the Remaining Protected Balance as of that day.


	Protected Payment Base—An amount used to determine the Protected Payment Amount. The Protected Payment Base will remain unchanged except as otherwise described under the provisions of this Rider.


	Remaining Protected Balance—The amount available for future withdrawals made under this Rider.

	Income Access Credit—An amount added to the Protected Payment Base and Remaining Protected Balance.

	Reset Date—Any Contract Anniversary beginning with the first (1^st) Contract Anniversary after the Rider Effective Date or the most recent Reset Date, whichever is later, on which you elect to Reset the remaining Protected Balance to an amount equal to 100% of the Contract Value, determined as of that Contract Anniversary.

	Initial Values—The initial Protected Payment Base and Remaining Protected Balance amounts are equal to:


	•	Initial Purchase Payment, if the Rider Effective Date is on the Contract Date, or

	•	Contract Value, if the Rider Effective Date is on a Contract Anniversary.


	The initial Protected Payment Amount on the Rider Effective Date is equal to 5% of the initial Protected Payment Base.

Subsequent Purchase Payments—If we receive additional Purchase Payments after the Rider Effective Date, we will increase the Protected Payment Base and Remaining Protected Balance by the amount of the Purchase Payments. However, for purposes of this Rider, we reserve the right to restrict additional Purchase Payments that result in a total of all Purchase Payments received on or after the later of the first (1^st) Contract Anniversary or most recent Reset Date to exceed $100,000 without our prior approval. This provision only applies if the Contract to which this Rider is attached, permits Purchase Payments after the first (1^st) Contract Anniversary, measured from the Contract Date.

Income Access Credit—On each Contract Anniversary after the Rider Effective Date, an Income Access Credit will be added to the Protected Payment Base and Remaining Protected Balance, as of that Contract Anniversary, if:


	•	no withdrawals have occurred after the Rider Effective Date or the most recent Reset Date, whichever is later, and

	•	that Contract Anniversary is prior to the sixth (6^th) Contract Anniversary, measured from the Rider Effective Date or the most recent Reset Date, whichever is later.


	•	the Remaining Protected Balance on the Rider Effective Date or the most recent Reset Date, whichever is later, and

	•	the cumulative Purchase Payments received after the Rider Effective Date or most recent Reset Date, whichever is later,

Once a withdrawal has occurred, no Income Access Credit will be added to the Protected Payment Base and Remaining Protected Balance on any Contract Anniversary following the withdrawal, unless you elect to reset the Remaining Protected Balance.

Income Access Credits will not increase your cost basis and when distributed, may be recognizable as taxable ordinary income.

Withdrawal of Protected Payment Amount—While this Rider is in effect, you may withdraw up to the Protected Payment Amount without reducing the Protected Payment Base, regardless of market performance, until the Remaining Protected Balance equals zero.

If a withdrawal does not exceed the Protected Payment Amount immediately prior to that withdrawal, the Protected Payment Base will remain unchanged. The Remaining Protected Balance will decrease by the withdrawal amount immediately following the withdrawal.

If a withdrawal exceeds the Protected Payment Amount immediately prior to that withdrawal, we will adjust the Protected Payment Base and Remaining Protected Balance immediately following the withdrawal, to the lesser of:


	•	the Contract Value immediately after the withdrawal, or

	•	the Remaining Protected Balance immediately prior to the withdrawal, less the withdrawal amount.

The amount available for withdrawal under the Contract must be sufficient to support any withdrawal that would otherwise exceed the Protected Payment Amount.

No adjustment will be made to the Protected Payment Base as a result of a withdrawal, if a withdrawal made under the Rider exceeds the Protected Payment Amount immediately prior to the withdrawal, provided:


	•	such withdrawal (an “RMD Withdrawal”) is for purposes of satisfying the minimum distribution requirements of Section 401(a)(9) and related Code provisions in effect at that time,

	•	you have authorized us to calculate and make periodic distribution of the Annual RMD Amount for the Calendar Year required based on the payment frequency you have chosen,

	•	the Annual RMD Amount is based on the previous year-end Contract Value of this Contract only, and

	•	no withdrawals (other than RMD withdrawals) are made from the Contract during the Contract Year.

The Remaining Protected Balance will decrease by the amount of each RMD withdrawal immediately following the RMD withdrawal.

If a withdrawal (including an RMD withdrawal) does not exceed the Protected Payment Amount and reduces the Contract Value to zero, the following will apply:


	•	if the oldest Owner (or youngest Annuitant, in the case of an Owner who is a Non-Natural Owner):


	•	was age 64 or younger when the first withdrawal was taken under the Rider, after the Rider Effective Date or the most recent Reset Date, whichever is later, 5% of the Protected Payment Base will be paid each year until the Remaining Protected Balance is reduced to zero, or

	•	was age 65 or older when the first withdrawal was taken under the Rider after the Rider Effective Date or the most recent Reset Date, whichever is later, 5% of the Protected Payment Base will be paid each year until the day of the first death of an Owner or the date of death of the sole surviving Annuitant.


	•	no additional Purchase Payments will be accepted under the Contract,

	•	any Remaining Protected Balance will not be available for payment in a lump sum and may not be applied to provide payments under an Annuity Option,

	•	the Contract will cease to provide any death benefit, and

	•	any payments made to you of the Remaining Protected Balance may be taxable to you as ordinary income, and if you are under the age of 59 1/2, may be subject to an additional 10% early withdrawal penalty tax.

If the Owner or sole surviving Annuitant dies and the Contract Value is zero as of the date of death, any Remaining Protected Balance will be paid to the Beneficiary under a series of pre-authorized withdrawals and payment frequency (at least annually) then in effect at the time of the Owner’s or sole surviving Annuitant’s death. If, however, the Remaining Protected Balance would be paid over a period that exceeds the life expectancy of the Beneficiary, the pre-authorized withdrawal amount will be adjusted so that the withdrawal payments will be paid over a period that does not exceed the Beneficiary’s life expectancy.

If a withdrawal (including an RMD Withdrawal) reduced the Remaining Protected Balance to zero and Contract Value remains, the following will apply:


	•	if the oldest Owner (or youngest Annuitant, in the case of an Owner who is a Non-Natural Owner) was age 65 or older when the first withdrawal was taken under the Rider after the Rider Effective Date or the most recent Reset Date, whichever is later, you may elect to withdraw up to 5% of the Protected Payment Base each year until the day of the first death of an Owner or the date of death of the sole surviving Annuitant.

If a withdrawal (except an RMD withdrawal) made from the Contract exceeds 5% of the Protected Payment Base, this Rider will terminate.

Any death benefit proceeds to be paid to the Beneficiary from remaining Contract Value will be paid according to the Death Benefit provisions of the Contract.

Election to Reset Remaining Protected Balance—You may, on any Contract Anniversary beginning with the first (1^st) Contract Anniversary, measured from the Rider Effective Date or the most recent Reset Date, whichever is later, elect to reset the Remaining Protected Balance to an amount equal to 100% of the Contract Value as of that Contract Anniversary.

The annual Charge percentage may change if you elect to reset the Remaining Protected Balance. However, the annual Charge percentage will never exceed the annual Charge percentage then in effect for new issues of this same Rider. If we are no longer issuing this Rider, any change in the annual Charge percentage will not result in an annual Charge percentage that exceeds the maximum annual Charge percentage. (See the CHARGES, FEES and DEDUCTIONS—Lifetime Income Access Plus Rider section in this supplement)

On each Reset Date and after any Income Access Credit is applied, we will set the Protected Payment Base and Remaining Protected Balance to an amount equal to 100% of the Contract Value as of the Reset Date.

The election to reset the Remaining Protected Balance must be received, in a form satisfactory to us, at our Service Center within thirty (30) days after the Contract Anniversary on which the reset is effective. Your election to reset the Remaining Protected Balance may result in a reduction in the Protected Payment Base, Remaining Protected Balance, Protected Payment Amount and Income Access Credit. We will provide you with written confirmation of your election.

On and after each Reset Date, the provisions of this Rider shall apply in the same manner as they applied when the Rider was originally issued. Eligibility for any Income Access Credits, the limitations and restrictions on Purchase Payments and withdrawals, the deduction of annual Charges and any future reset options available on and after the Reset Date, will again apply and will be measured from that Reset Date.

Sample Calculations—Hypothetical sample calculations are below. The examples provided are based on certain hypothetical assumptions and are for example purposes only. The examples are not intended to serve as projections of future investment returns.

The numeric examples shown in this section are based on certain assumptions. They have been provided to assist in understanding the benefits provided by this Rider and to demonstrate how Purchase Payments received and withdrawals made from the Contract prior to the Annuity Date affect the values and benefits under this Rider over an extended period of time. These examples are not intended to serve as projections of future investment returns.

Example #1—Income Access Credit; No Subsequent Purchase Payments; No Withdrawals; No Reset in Remaining Protected Balance.


	•	The values shown below are based on the following assumptions:

	•	Initial Purchase Payment = $100,000

	•	Rider Effective Date = Contract Date

	•	No subsequent Purchase Payments are received.

	•	No withdrawals taken.

	•	No reset of the Remaining Protected Balance


	•	Protected Payment Base = Initial Purchase Payment = $100,000

	•	Remaining Protected Balance = Initial Purchase Payment = $100,000

	•	Protected Payment Amount = 5% of Protected Payment Base = $5,000

Since no withdrawal occurred prior to the Contract Anniversary at the beginning of Contract Year 6, an Income Access Credit of $6,000 (6% of initial Remaining Protected Balance) is added to the Protected Payment Base and Remaining Protected Balance on each Contract Anniversary up to the Contract Anniversary at the beginning of Contract Year 6. As a result, on the Contract Anniversary at the beginning of Contract Year 6, the Protected Payment Base and Remaining Protected Balance are equal to $130,000 and the Protected Payment Amount is equal to $6,500 (5% of $130,000).

No Income Access Credit will be added to the Protected Payment Base and Remaining Protected Balance on any Contract Anniversary after the Contract Anniversary at the beginning of Contract Year 6, as no reset in the Remaining Protected Balance was assumed.

In addition to the Initial Purchase Payment, the Contract Value is further subject to increases and/or decreases during each Contract Year as a result of additional amounts credited, charges, fees and other deductions, and increases and/or decreases in the investment performance of the Variable Account.


	•	Initial Purchase Payment = $100,000

	•	Rider Effective Date = Contract Date

	•	A subsequent Purchase Payment of $50,000 is received during Contract Year 2.

	•	No withdrawals taken.


	•	Protected Payment Base = Initial Purchase Payment = $100,000

	•	Remaining Protected Balance = Initial Purchase Payment = $100,000

	•	Protected Payment Amount = 5% of Protected Payment Base = $5,000

Since no withdrawal occurred prior to the Contract Anniversary at the beginning of Contract Year 2, an Income Access Credit of $6,000 (6% of Initial Remaining Protected Balance) is added to the Protected Payment Base and Remaining Protected Balance on that Contract Anniversary, increasing both to $106,000. As a result, the Protected Payment Amount on that Contract Anniversary is equal to $5,300 (5% of the Protected Payment Base on that Contract Anniversary).

Immediately after the $50,000 subsequent Purchase Payment during Contract Year 2, the Protected Payment Base and Remaining Protected Balance are increased by the Purchase Payment amount to $156,000 ($106,000 + $50,000). The Protected Payment Amount after the Purchase Payment is equal to $7,800 (5% of the Protected Payment Base after the Purchase Payment since there are no withdrawals during that Contract Year).

Since no withdrawal occurred prior to the Contract Anniversary at the beginning of Contract Year 3, an Income Access Credit of $9,000 (6% of Initial Remaining Protected Balance plus 6% of the $50,000 subsequent Purchase Payment) is added to the Protected Payment Base and Remaining Protected Balance on that Contract Anniversary, increasing both to $165,000. As a result, the Protected Payment Amount on that Contract Anniversary is equal to $8,250 (5% of the Protected Payment Base on that Contract Anniversary).


	•	Initial Purchase Payment = $100,000

	•	Rider Effective Date = Contract Date

	•	No subsequent Purchase Payments are received.

	•	A withdrawal of $5,000 is taken during Contract Year 2.


	•	Protected Payment Base = Initial Purchase Payment = $100,000

	•	Remaining Protected Balance = Initial Purchase Payment = $100,000

	•	Protected Payment Amount = 5% of Protected Payment Base = $5,000

Because the $5,000 withdrawal during Contract Year 2 does not exceed the Protected Payment Amount ($5,300):


	(a)	the Protected Payment Base remains unchanged;

	(b)	the Remaining Protected Balance is reduced by the amount of the withdrawal to $101,000 ($106,000 – $5,000); and


	(c)	the Protected Payment Amount is equal to $300 (5% of the Protected Payment Base after the withdrawal (5% of $106,000 = $5,300), less cumulative withdrawals during that Contract Year ($5,000)).

Since a withdrawal occurred during Contract Year 2, no Income Access Credit will be added to the Protected Payment Base and Remaining Protected Balance on any Contract Anniversary following the withdrawal.


	•	Initial Purchase Payment = $100,000

	•	Rider Effective Date = Contract Date

	•	No subsequent Purchase Payments are received.

	•	Two separate withdrawals of $5,000 and $3,000 are taken during Contract Year 2.


	•	Protected Payment Base = Initial Purchase Payment = $100,000

	•	Remaining Protected Balance = Initial Purchase Payment = $100,000

	•	Protected Payment Amount = 5% of Protected Payment Base = $5,000

Because the $5,000 withdrawal during Contract Year 2 does not exceed the Protected Payment Amount ($5,300):


	(a)	the Protected Payment Base remains unchanged;

	(b)	the Remaining Protected Balance is reduced by the amount of the withdrawal to $101,000 ($106,000 - $5,000); and


	(c)	the Protected Payment Amount is equal to $300 (5% of the Protected Payment Base after the withdrawal (5% of $106,000 = $5,300), less cumulative withdrawals during that Contract Year ($5,000)).

Because the $3,000 withdrawal during Contract Year 2 exceeds the Protected Payment Amount immediately prior to the withdrawal ($3,000 > $300), the Protected Payment Base and Remaining Protected Balance immediately after the withdrawal are adjusted to the lesser of:


	(a)	the Contract Value immediately after the withdrawal ($97,272); or

	(b)	the Remaining Protected Balance immediately prior to the withdrawal, less the withdrawal amount ($101,000 - $3,000 = $98,000).

The Protected Payment Amount immediately after the withdrawal is equal to $0 (5% of the Protected Payment Base after the withdrawal (5% of $97,272 = $4,864), less cumulative withdrawals during that Contract Year ($8,000), but not less than zero).


	•	Initial Purchase Payment = $100,000

	•	Rider Effective Date = Contract Date

	•	No subsequent Purchase Payments are received.

	•	No withdrawals taken.

	•	Reset in the Remaining Protected Balance at the Beginning of Contract Year 4.


	•	Protected Payment Base = Initial Purchase Payment = $100,000

	•	Remaining Protected Balance = Initial Purchase Payment = $100,000

	•	Protected Payment Amount = 5% of Protected Payment Base = $5,000

On the Contract Anniversary at the beginning of Contract Year 4, the Contract Value ($133,100) is greater than the Remaining Protected Balance ($118,000). With the reset in Remaining Protected Balance, the Protected Payment Base and Remaining Protected Balance are set equal to the Contract Value on that Contract Anniversary. As a result, the Protected Payment Amount is equal to $6,655 after the reset.

After the reset in Remaining Protected Balance, eligibility for any Income Access Credit will be based on the most recent Reset Date. That is, an Income Access Credit may be added to the Protected Payment Base and Remaining Protected Balance on up to five additional Contract Anniversaries if certain conditions are met.

The reset in Remaining Protected Balance may result in an increase in the annual Income Access Charge percentage.

The reset in Remaining Protected Balance may also result in a lower Protected Payment Base, Remaining Protected Balance, Protected Payment Amount and Income Access Credit.


	•	Initial Purchase Payment = $100,000

	•	Rider Effective Date = Contract Date

	•	No subsequent Purchase Payments are received.

	•	Owner is age 65 or older when the first withdrawal was taken

	•	Withdrawals, each equal to 5% of the Protected Payment Base are taken each Contract Year.

	•	No reset in the Remaining Protected Balance is assumed during the life of the Rider.


	•	Protected Payment Base = Initial Purchase Payment = $100,000

	•	Remaining Protected Balance = Initial Purchase Payment = $100,000

	•	Protected Payment Amount = 5% of Protected Payment Base = $5,000

Because the amount of each withdrawal does not exceed the Protected Payment Amount immediately prior to the withdrawal ($5,000): (a) the Protected Payment Base remains unchanged; and (b) the Remaining Protected Balance is reduced by the amount of each withdrawal.

Since a withdrawal occurred during Contract Year 1, no annual credit will be applied to the Protected Payment Base and Remaining Protected Balance on any Contract Anniversary following the withdrawal.

Since it was assumed that the Owner was age 65 or older when the first withdrawal was taken, withdrawals of 5% of the Protected Payment Base will continue to be paid each year (even after the Contract Value and Remaining Protected Balance have been reduced to zero) until the day of the first death of an Owner or the date of death of the sole surviving Annuitant, whichever occurs first.

The Income Access Plus Rider and Income Access Rider sections are amended to include the following:

When a withdrawal does not exceed the Protected Payment Amount, reduces the Contract Value to zero, and, as a result, payments under a series of pre-authorized withdrawals have started, any payments made to you of the Remaining Protected Balance may be taxable to you as ordinary income, and if you are under the age of 59 1/2, may be subject to an additional 10% early withdrawal penalty tax. In addition, any payments made to the Beneficiary of the Remaining Protected Balance may be taxable to the Beneficiary as ordinary income.

If you purchase the Lifetime Income Access Plus Rider, there may be adverse consequences to taking a loan while these Riders are in effect. If you have an existing loan on your Contract, you should carefully consider whether this Rider is appropriate for you.

Capitalized terms used in this supplement are defined in the Prospectus referred to above unless otherwise defined herein. “We,” “us,” or “our” refer to Pacific Life Insurance Company; “you” or “your” refer to the Contract Owner.

This supplement must be preceded or accompanied by the Prospectus dated May 1, 2005.

AN OVERVIEW OF PACIFIC PORTFOLIOS FOR CHASE is amended by adding the following:

You should consult a qualified adviser for complete information and advice before purchasing the Lifetime Income Access Plus Rider or electing the Reset provision available under the Rider.

The Lifetime Income Access Plus Rider is called the Enhanced Guaranteed Withdrawal Benefit Rider in the Contract’s Rider.

The Periodic Contract Expenses section is amended by adding the following:

¹⁴

PURCHASING YOUR CONTRACT AND OPTIONAL RIDERS is amended by adding the following:

Subject to state availability, you may purchase the optional Lifetime Income Access Plus Rider on the Contract Date or on any Contract Anniversary if:


	•	the age of each Annuitant is eighty five (85) years or younger on the date of purchase, and

	•	your entire Contract Value is invested in an asset allocation program established and maintained by us for this Rider during the entire period that the Rider is in effect. If you use our DCA Plus program in conjunction with such an asset allocation program, you will be considered to have met this requirement.

You cannot request a termination of the Rider. Except as otherwise provided below, the Rider will automatically terminate on the earliest of:


	•	the day any portion of the Contract Value is no longer invested according to an asset allocation program established and maintained by us for this Rider,

	•	the day the Remaining Protected Balance is reduced to zero if the oldest Owner (or youngest Annuitant, in the case of an Owner who is a Non-Natural Owner), was age 64 or younger when the first withdrawal was taken under the Rider after the Rider Effective Date or the most recent Reset Date, whichever is later,

	•	the date of the first death of an Owner or the date of death of the sole surviving Annuitant,

	•	the day the Contract is terminated in accordance with the provisions of the Contract,

	•	the day we are notified of a change in ownership of the Contract if the Contract is Non-Qualified, or

	•	the Annuity Date.


	•	the date of the first death of an Owner or the date of death of the sole surviving Annuitant if the oldest Owner (or youngest Annuitant, in the case of an Owner who is a Non-Natural Owner) was age 65 or older when the first withdrawal was taken under the Rider after the Rider Effective Date or the most recent Reset Date, whichever is later, or

	•	the day the Remaining Protected Balance is reduced to zero if the oldest Owner (or youngest Annuitant, in the case of an Owner who is a Non-Natural Owner), was age 64 or younger when the first withdrawal was taken under the Rider after the Rider Effective Date or the most recent Reset Date, whichever is later,


	Annual RMD Amount—The amount required to be distributed each Calendar Year for purposes of satisfying the minimum distribution requirements of Internal Revenue Code Section 401(a)(9) (“Section 401(a)(9)”) and related Code provisions in effect as of the Rider Effective Date.

	Protected Payment Amount—The maximum amount that can be withdrawn under this Rider without reducing the Protected Payment Base. The Protected Payment Amount on any day after the Rider Effective Date is equal to the lesser of:


	•	5% of the Protected Payment Base as of that day, less cumulative withdrawals during that Contract Year, or

	•	the Remaining Protected Balance as of that day.


	Protected Payment Base—An amount used to determine the Protected Payment Amount. The Protected Payment Base will remain unchanged except as otherwise described under the provisions of this Rider.


	Remaining Protected Balance—The amount available for future withdrawals made under this Rider.

	Income Access Credit—An amount added to the Protected Payment Base and Remaining Protected Balance.

	Reset Date—Any Contract Anniversary beginning with the first (1^st) Contract Anniversary after the Rider Effective Date or the most recent Reset Date, whichever is later, on which you elect to Reset the remaining Protected Balance to an amount equal to 100% of the Contract Value, determined as of that Contract Anniversary.

	Initial Values—The initial Protected Payment Base and Remaining Protected Balance amounts are equal to:


	•	Initial Purchase Payment, if the Rider Effective Date is on the Contract Date, or

	•	Contract Value, if the Rider Effective Date is on a Contract Anniversary.


	The initial Protected Payment Amount on the Rider Effective Date is equal to 5% of the initial Protected Payment Base.


	•	no withdrawals have occurred after the Rider Effective Date or the most recent Reset Date, whichever is later, and

	•	that Contract Anniversary is prior to the sixth (6^th) Contract Anniversary, measured from the Rider Effective Date or the most recent Reset Date, whichever is later.


	•	the Remaining Protected Balance on the Rider Effective Date or the most recent Reset Date, whichever is later, and

	•	the cumulative Purchase Payments received after the Rider Effective Date or most recent Reset Date, whichever is later,

Income Access Credits will not increase your cost basis and when distributed, may be recognizable as taxable ordinary income.


	•	the Contract Value immediately after the withdrawal, or

	•	the Remaining Protected Balance immediately prior to the withdrawal, less the withdrawal amount.

The amount available for withdrawal under the Contract must be sufficient to support any withdrawal that would otherwise exceed the Protected Payment Amount.


	•	such withdrawal (an “RMD Withdrawal”) is for purposes of satisfying the minimum distribution requirements of Section 401(a)(9) and related Code provisions in effect at that time,

	•	you have authorized us to calculate and make periodic distribution of the Annual RMD Amount for the Calendar Year required based on the payment frequency you have chosen,

	•	the Annual RMD Amount is based on the previous year-end Contract Value of this Contract only, and

	•	no withdrawals (other than RMD withdrawals) are made from the Contract during the Contract Year.

The Remaining Protected Balance will decrease by the amount of each RMD withdrawal immediately following the RMD withdrawal.

If a withdrawal (including an RMD withdrawal) does not exceed the Protected Payment Amount and reduces the Contract Value to zero, the following will apply:


	•	if the oldest Owner (or youngest Annuitant, in the case of an Owner who is a Non-Natural Owner):


	•	was age 64 or younger when the first withdrawal was taken under the Rider, after the Rider Effective Date or the most recent Reset Date, whichever is later, 5% of the Protected Payment Base will be paid each year until the Remaining Protected Balance is reduced to zero, or

	•	was age 65 or older when the first withdrawal was taken under the Rider after the Rider Effective Date or the most recent Reset Date, whichever is later, 5% of the Protected Payment Base will be paid each year until the day of the first death of an Owner or the date of death of the sole surviving Annuitant.


	•	no additional Purchase Payments will be accepted under the Contract,

	•	any Remaining Protected Balance will not be available for payment in a lump sum and may not be applied to provide payments under an Annuity Option,

	•	the Contract will cease to provide any death benefit, and

	•	any payments made to you of the Remaining Protected Balance may be taxable to you as ordinary income, and if you are under the age of 59 1/2, may be subject to an additional 10% early withdrawal penalty tax.

If a withdrawal (including an RMD Withdrawal) reduced the Remaining Protected Balance to zero and Contract Value remains, the following will apply:


	•	if the oldest Owner (or youngest Annuitant, in the case of an Owner who is a Non-Natural Owner) was age 65 or older when the first withdrawal was taken under the Rider after the Rider Effective Date or the most recent Reset Date, whichever is later, you may elect to withdraw up to 5% of the Protected Payment Base each year until the day of the first death of an Owner or the date of death of the sole surviving Annuitant.

If a withdrawal (except an RMD withdrawal) made from the Contract exceeds 5% of the Protected Payment Base, this Rider will terminate.

Any death benefit proceeds to be paid to the Beneficiary from remaining Contract Value will be paid according to the Death Benefit provisions of the Contract.

Example #1—Income Access Credit; No Subsequent Purchase Payments; No Withdrawals; No Reset in Remaining Protected Balance.


	•	The values shown below are based on the following assumptions:

	•	Initial Purchase Payment = $100,000

	•	Rider Effective Date = Contract Date

	•	No subsequent Purchase Payments are received.

	•	No withdrawals taken.

	•	No reset of the Remaining Protected Balance


	•	Protected Payment Base = Initial Purchase Payment = $100,000

	•	Remaining Protected Balance = Initial Purchase Payment = $100,000

	•	Protected Payment Amount = 5% of Protected Payment Base = $5,000


	•	Initial Purchase Payment = $100,000

	•	Rider Effective Date = Contract Date

	•	A subsequent Purchase Payment of $50,000 is received during Contract Year 2.

	•	No withdrawals taken.


	•	Protected Payment Base = Initial Purchase Payment = $100,000

	•	Remaining Protected Balance = Initial Purchase Payment = $100,000

	•	Protected Payment Amount = 5% of Protected Payment Base = $5,000


	•	Initial Purchase Payment = $100,000

	•	Rider Effective Date = Contract Date

	•	No subsequent Purchase Payments are received.

	•	A withdrawal of $5,000 is taken during Contract Year 2.


	•	Protected Payment Base = Initial Purchase Payment = $100,000

	•	Remaining Protected Balance = Initial Purchase Payment = $100,000

	•	Protected Payment Amount = 5% of Protected Payment Base = $5,000

Because the $5,000 withdrawal during Contract Year 2 does not exceed the Protected Payment Amount ($5,300):


	(a)	the Protected Payment Base remains unchanged;

	(b)	the Remaining Protected Balance is reduced by the amount of the withdrawal to $101,000 ($106,000 – $5,000); and


	(c)	the Protected Payment Amount is equal to $300 (5% of the Protected Payment Base after the withdrawal (5% of $106,000 = $5,300), less cumulative withdrawals during that Contract Year ($5,000)).


	•	Initial Purchase Payment = $100,000

	•	Rider Effective Date = Contract Date

	•	No subsequent Purchase Payments are received.

	•	Two separate withdrawals of $5,000 and $3,000 are taken during Contract Year 2.


	•	Protected Payment Base = Initial Purchase Payment = $100,000

	•	Remaining Protected Balance = Initial Purchase Payment = $100,000

	•	Protected Payment Amount = 5% of Protected Payment Base = $5,000

Because the $5,000 withdrawal during Contract Year 2 does not exceed the Protected Payment Amount ($5,300):


	(a)	the Protected Payment Base remains unchanged;

	(b)	the Remaining Protected Balance is reduced by the amount of the withdrawal to $101,000 ($106,000 - $5,000); and


	(c)	the Protected Payment Amount is equal to $300 (5% of the Protected Payment Base after the withdrawal (5% of $106,000 = $5,300), less cumulative withdrawals during that Contract Year ($5,000)).


	(a)	the Contract Value immediately after the withdrawal ($97,272); or

	(b)	the Remaining Protected Balance immediately prior to the withdrawal, less the withdrawal amount ($101,000 - $3,000 = $98,000).


	•	Initial Purchase Payment = $100,000

	•	Rider Effective Date = Contract Date

	•	No subsequent Purchase Payments are received.

	•	No withdrawals taken.

	•	Reset in the Remaining Protected Balance at the Beginning of Contract Year 4.


	•	Protected Payment Base = Initial Purchase Payment = $100,000

	•	Remaining Protected Balance = Initial Purchase Payment = $100,000

	•	Protected Payment Amount = 5% of Protected Payment Base = $5,000

The reset in Remaining Protected Balance may result in an increase in the annual Income Access Charge percentage.

The reset in Remaining Protected Balance may also result in a lower Protected Payment Base, Remaining Protected Balance, Protected Payment Amount and Income Access Credit.


	•	Initial Purchase Payment = $100,000

	•	Rider Effective Date = Contract Date

	•	No subsequent Purchase Payments are received.

	•	Owner is age 65 or older when the first withdrawal was taken

	•	Withdrawals, each equal to 5% of the Protected Payment Base are taken each Contract Year.

	•	No reset in the Remaining Protected Balance is assumed during the life of the Rider.


	•	Protected Payment Base = Initial Purchase Payment = $100,000

	•	Remaining Protected Balance = Initial Purchase Payment = $100,000

	•	Protected Payment Amount = 5% of Protected Payment Base = $5,000

The Income Access Plus Rider and Income Access Rider sections are amended to include the following:

Audited Financial Statements dated as of December 31, 2004 which are incorporated by reference from the 2004 Annual Report include the following for Separate Account A:

     Statements of Assets and Liabilities
     Statements of Operations
     Statements of Changes in Net Assets
     Notes to Financial Statements
     Report of Independent Registered Public Accounting Firm

Audited Consolidated Financial Statements dated as of December 31, 2004 and 2003, and for the three year period ended December 31, 2004, included in Part B include the following for Pacific Life:

     Independent Auditors’ Report
     Consolidated Statements of Financial Condition
     Consolidated Statements of Operations
     Consolidated Statements of Stockholder’s Equity
     Consolidated Statements of Cash Flows
     Notes to Consolidated Financial Statements


2.	Not applicable

3.	(a)	Distribution Agreement between Pacific Mutual Life and Pacific Select Distributors, Inc. (“PSD”)¹

	(b)	Form of Selling Agreement between Pacific Mutual Life, PSD and Various Broker Dealers ¹

4.	(a)	(1)	Form of Individual Flexible Premium Variable Accumulation Annuity Contract²

		(2)	Form of Individual Flexible Premium Variable Accumulation Annuity Contract (Form No. 10-1101)¹⁷

		(3)	Form of Individual Flexible Premium Variable Accumulation Annuity Contract (Form No. 10-1116)²⁰

	(b)	Qualified Plan Loan Endorsement¹

	(c)	Qualified Pension Plan Rider¹

	(d)	403(b) Tax-Sheltered Annuity Rider¹²

	(e)	Section 457 Plan Rider¹

	(f)	Endorsement for 403(b) Texas Optional Retirement Program (ORP)¹

	(g)	Individual Retirement Annuity Rider (Form No. 20-18900)¹⁴

	(h)	Roth Individual Retirement Annuity Rider (Form No. 20-19000)¹⁴

	(i)	SIMPLE Individual Retirement Annuity Rider (Form No. 20-19100)¹⁴

	(j)	Qualified Retirement Plan Rider¹²

	(k)	Guaranteed Minimum Death Benefit Endorsement (Form E-GMDB 398)³

	(l)	(1)	Enhanced Guaranteed Minimum Death Benefit Rider (Form R-EGMDB398)³

		(2)	Enhanced Guaranteed Minimum Death Benefit Rider (Form 20-18200)¹⁴

	(m)	Guaranteed Income Advantage (GIA) Rider (Form No. 23-113499)⁵

	(n)	Guaranteed Earnings Enhancement (EEG) Rider (Form No. 20-14900)⁹

	(o)	Form of Guaranteed Protection Advantage (GPA) Rider (Form No. 20-16200)¹¹

	(p)	Guaranteed Protection Advantage (GPA) Rider (Form No. 20-17700)¹³

	(q)	Form of Guaranteed Protection Advantage 5 Rider (Form No. 20-19600)¹⁹

	(r)	(1)	Income Access Rider/(Form No. 20-19808)¹⁵

		(2)	Form of Income Access Rider (Form No. 20-1104)¹⁹

		(3)	Income Access Endorsement (Form No. 15-1122)²³

	(s)	Form of DCA Plus Fixed Option Rider (Form No. 20-1103)¹⁸

	(t)	Form of Guaranteed Income Advantage 5 Rider (Form No. 20-1602)¹⁹

	(u)	Guaranteed Income Annuity Rider (Form No. 20-1118)²⁰

	(v)	(1)	Guaranteed Withdrawal Benefit Rider (Form No. 20-1119); also known as Income Access Plus Rider²⁰

		(2)	Guaranteed Withdrawal Benefit Endorsement (Form No. 15-1123)²³

	(w)	Stepped-Up Death Benefit Rider (Form No. 20-1117)²⁰

	(x)	Enhanced Guaranteed Withdrawal Benefit Rider (Form No. 20-1120)


5.	(a)	(1)	Variable Annuity Application. (Form No. 25-12410)⁸

		(2)	Form of Variable Annuity Application (Form No. 25-1101)¹⁷

		(3)	Form of Variable Annuity Application For Pacific Portfolios (Form No. 25-1116)²⁰

		(4)	Form of Variable Annuity Application for Pacific Portfolios for Bank One (Form No. 25-1116)²⁰

	(b)	Variable Annuity PAC APP¹

	(c)	Application/ Confirmation Form⁶

	(d)	Form of Guaranteed Earnings Enhancement (EEG) Rider Request Application⁹

	(e)	Guaranteed Protection Advantage (GPA) Rider Request Form (Form No. 2066-2A)¹³

	(f)	Form of Guaranteed Protection Advantage 5 Rider Request Form (Form No. 2311-3A)¹⁵


	(g)	Form of Income Access Rider Request Form (Form No. 2315-A)¹⁵

	(h)	Form of Portfolio Optimization Rider Request Form (Form No. 2311-5A)²⁰
	(i)	Form of Portfolio Optimization Enrollment/Rider Request Form (Form No. 2150-5B)²²

6.	(a)	Pacific Life's Articles of Incorporation³

	(b)	By-laws of Pacific Life³

7.	Not applicable

8.	Fund Participation Agreement¹⁰

	(a)	Fund Participation Agreement¹⁰

	(b)	Addendum to Fund Participation Agreement (adding the Strategic Value and Focused 30 Portfolios)¹⁰

	(c)	Addendum to Fund Participation Agreement (adding nine new Portfolios)¹⁰

	(d)	Addendum to Fund Participation Agreement (adding the Equity Income and Research Portfolios)¹²

	(e)	Fund Participation Agreement Between Pacific Life Insurance Company, Pacific Select
		Distributions, Inc., American Funds Insurance Series, American Funds Distributors,
		and Capital Research and Management Company²¹

9.	Opinion and Consent of legal officer of Pacific Mutual Life as to the legality of Contracts being registered.¹

Item 26. Persons Controlled by or Under Common Control with Pacific Life or Separate Account A

The following is an explanation of the organization chart of Pacific Life’s subsidiaries:

Pacific Life is a California Stock Life Insurance Company wholly-owned by Pacific LifeCorp (a Delaware Stock Holding Company) which is, in turn, 98% owned by Pacific Mutual Holding Company (a California Mutual Holding Company). Other subsidiaries of Pacific LifeCorp are: a 91% ownership of Aviation Capital Group Holding Corp. (a Delaware Corporation); College Savings Bank (a New Jersey Chartered Capital Stock Savings Bank) and its subsidiary College Savings Trust (a Montana Chartered Uninsured Trust Company); Pacific Asset Funding, LLC (a Delaware Limited Liability Company) and its subsidiaries PL Trading Company, LLC (a Delaware Limited Liability Company) and Pacific Life Trade Services, Limited (a Hong Kong Limited Corporation); and Pacific Life & Annuity Services, Inc. (a Colorado Corporation). A Subsidiary of Aviation Capital Group Holding Corp., is Aviation Capital Group Corp. (a Delaware Corporation), which in turn, is the parent of: ACG Acquisition V Corporation (a Delaware Corporation), and ACG Trust II Holding LLC, a 50% ownership of ACG Acquisition VI LLC (a Nevada Limited Liability Company); a 33% ownership of ACG Acquisition IX LLC and ACG Acquisition 40 LLC; and ACG Trust 2004-1 Holding LLC and its subsidiary ACG Funding Trust 2004-1 (a Delaware Statutory Trust). ACG Trust II Holding LLC owns Aviation Capital Group Trust II (a Delaware statutory trust), which in turn owns ACG Acquisition XXV LLC, and ACG Acquisition XXIX LLC. Subsidiaries of ACG Acquisition XXV LLC are ACG Acquisition 37-38 LLCS and ACG Acquisition Ireland II, Limited (an Irish Corporation). Subsidiaries of ACG Acquisition XXIX LLC are: ACG Acquisition XXX LLC; ACG Acquisition 31-36 and 39 LLCs; and ACGFS LLC. Subsidiaries of ACG Acquisition VI LLC are: a 34% ownership of ACG Acquisition VIII LLC; a 20% ownership of ACG Acquisition XIV LLC; and a 20% ownership of ACG XIX LLC, which in turn owns ACG XIX Holding LLC, which owns Aviation Capital Group Trust (a Delaware statutory trust). Subsidiaries of Aviation Capital Group Trust are: ACG Acquisition XV LLC; ACG Acquisition XX LLC and its subsidiaries ACG Acquisition Ireland, Limited (an Irish Corporation) and ACG Acquisition Labuan Ltd. (a Labuan Corporation); and ACG Acquisition XXI, LLC. Pacific Life is the parent company of: Pacific Life & Annuity Company (an Arizona Stock Life Insurance Company); Pacific Select Distributors, Inc.; Pacific Asset Management LLC (a Delaware Limited Liability Company); Confederation Life Insurance and Annuity Company (a Georgia Company); a 50% ownership of Asset Management Finance Corporation (a Delaware Corporation) and its Subsidiary, AMF-ACM Finance LLC (a Delaware LLC); an 8% ownership of Scottish Re Group Limited [(a Grand Cayman Islands Holding Company) abbreviated structure]; a 95% ownership of Grayhawk Golf Holdings, LLC (a Delaware Limited Liability Company), and its subsidiary Grayhawk Golf L.L.C. (an Arizona Limited Liability Company); a 67% ownership of Pacific Mezzanine Associates, L.L.C. (a Delaware Limited Liability Company) and its subsidiary Pacific Mezzanine Investors, L.L.C., (a Delaware Limited Liability Company); Las Vegas Golf I, LLC (a Delaware Limited Liability Company) and its subsidiary, Angel Park Golf LLC (a Nevada Limited Liability Company). Subsidiaries of Pacific Asset Management LLC are: a 40% ownership of Carson-Pacific LLC (a Delaware Limited Liability Company); Pacific Financial Products Inc. (a Delaware Corporation); and Allianz-Pac Life Partners LLC, a non-managing membership interest (a Delaware Limited Liability Company). Allianz-PacLife Partners LLC and Pacific Financial Products, Inc., own the Class E units of Allianz Global Investors of America L.P. (a Delaware Limited Partnership); and CW Atlanta LLC (a Delaware LLC) and a 90% ownership of its Subsidiary, City Walk Towers, LLC (a Delaware LLC). Subsidiaries of Pacific Select Distributors, Inc., include: Associated Financial Group, Inc., Mutual Service Corporation (a Michigan Corporation) and its subsidiary, Contemporary Financial Solutions, Inc. (a Delaware Corporation), United Planners’ Group, Inc. (an Arizona Corporation), a 62% ownership of Waterstone Financial Group, Inc. (an Illinois Corporation); and M.L. Stern & Co., LLC (a Delaware Limited Liability Company) and its subsidiary, Tower Asset Management, LLC (a Delaware Limited Liability Company). Subsidiaries of Associated Financial Group, Inc., are Associated Planners Investment Advisory, Inc., and Associated Securities Corp.; United Planners’ Group, Inc. is the general partner and holds an approximately 45% general partnership interest in United Planners’ Financial Services of America (an Arizona Limited Partnership). Subsidiaries of United Planners’ Financial Services of America are UPFSA Insurance Agency of Arizona, Inc. (an Arizona Corporation), and United Planners Insurance Agency of Massachusetts, Inc. (a Massachusetts Corporation). All corporations are 100% owned unless otherwise indicated. All entities are California corporations unless otherwise indicated.

(a)

The Distribution Agreement between Pacific Life and Pacific Select Distributors, Inc. (PSD) provides substantially as follows:

Pacific Life hereby agrees to indemnify and hold harmless PSD and its officers and directors, and employees for any expenses (including legal expenses), losses, claims, damages, or liabilities incurred by reason of any untrue or alleged untrue statement or representation of a material fact or any omission or alleged omission to state a material fact required to be stated to make other statements not misleading, if made in reliance on any prospectus, registration statement, post effective amendment thereof, or sales materials supplied or approved by Pacific Life or the Separate Account. Pacific Life shall reimburse each such person for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, liability, damage, or claim. However, in no case shall Pacific Life be required to indemnify for any expenses, losses, claims, damages, or liabilities which have resulted from the willful misfeasance, bad faith, negligence, misconduct, or wrongful act of PSD.

PSD hereby agrees to indemnify and hold harmless Pacific Life, its officers, directors, and employees, and the Separate Account for any expenses, losses, claims, damages, or liabilities arising out of or based upon any of the following in connection with the offer or sale of the contracts: (1) except for such statements made in reliance on any prospectus, registration statement or sales material supplied or approved by Pacific Life or the Separate Account, any untrue or alleged untrue statement or representation is made; (2) any failure to deliver a currently effective prospectus; (3) the use of any unauthorized sales literature by any officer, employee or agent of PSD or Broker; (4) any willful misfeasance, bad faith, negligence, misconduct or wrongful act. PSD shall reimburse each such person for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, liability, damage, or claim.

(b)

The Form of Selling Agreement between Pacific Life, Pacific Select Distributors, Inc. (PSD) and Various Broker-Dealers provides substantially as follows:

Pacific Life and PSD agree to indemnify and hold harmless Selling Broker-Dealer and General Agent, their officers, directors, agents and employees, against any and all losses, claims, damages or liabilities to which they may become subject under the 1933 Act, the 1934 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise

out of or are based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated or necessary to make the statements made not misleading in the registration statement for the Contracts or for the shares of Pacific Select Fund (the “Fund”) filed pursuant to the 1933 Act, or any prospectus included as a part thereof, as from time to time amended and supplemented, or in any advertisement or sales literature approved in writing by Pacific Life and PSD pursuant to Section IV.E. Of this Agreement.

Selling Broker-Dealer and General Agent agree to indemnify and hold harmless Pacific Life, the Fund and PSD, their officers, directors, agents and employees, against any and all losses, claims, damages or liabilities to which they may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (a) any oral or written misrepresentation by Selling Broker- Dealer or General Agent or their officers, directors, employees or agents unless such misrepresentation is contained in the registration statement for the Contracts or Fund shares, any prospectus included as a part thereof, as from time to time amended and supplemented, or any advertisement or sales literature approved in writing by Pacific Life and PSD pursuant to Section IV.E. of this Agreement, (b) the failure of Selling Broker-Dealer or General Agent or their officers, directors, employees or agents to comply with any applicable provisions of this Agreement or (c) claims by Sub-agents or employees of General Agent or Selling Broker-Dealer for payments of compensation or remuneration of any type. Selling Broker-Dealer and General Agent will reimburse Pacific Life or PSD or any director, officer, agent or employee of either entity for any legal or other expenses reasonably incurred by Pacific Life, PSD, or such officer, director, agent or employee in connection with investigating or defending any such loss, claims, damages, liability or action. This indemnity agreement will be in addition to any liability which Broker-Dealer may otherwise have.

(a)

PSD also acts as principal underwriter for Pacific Select Variable Annuity Separate Account, Separate Account B, Pacific Corinthian Variable Separate Account, Pacific Select Separate Account, Pacific Select Exec Separate Account, COLI Separate Account, COLI II Separate Account, COLI III Separate Account, Separate Account A of Pacific Life & Annuity Company, Pacific Select Exec Separate Account of Pacific Life & Annuity Company,

(b)

For information regarding PSD, reference is made to Form B-D, SEC File No. 8-15264, which is herein incorporated by reference.

(c)

PSD retains no compensation or net discounts or commissions from the Registrant.

The accounts, books and other documents required to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and the rules under that section will be maintained by Pacific Life at 700 Newport Center Drive, Newport Beach, California 92660.

(a)

to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in this registration statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted, unless otherwise permitted.

(b)

to include either (1) as a part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information, or (3) to deliver a Statement of Additional Information with the Prospectus.

(c)

to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request.

(a) The Registrant and its Depositor are relying upon American Council of Life Insurance, SEC No-Action Letter, SEC Ref. No. 1P-6-88 (November 28, 1988) with respect to annuity contracts offered as funding vehicles for retirement plans meeting the requirements of Section 403(b) of the Internal Revenue Code, and the provisions of paragraphs (1)-(4) of this letter have been complied with.

(b) The Registrant and its Depositor are relying upon Rule 6c-7 of the Investment Company Act of 1940 with respect to annuity contracts offered as funding vehicles to participants in the Texas Optional Retirement Program, and the provisions of Paragraphs (a)-(d) of the Rule have been complied with.

(c) REPRESENTATION PURSUANT TO SECTION 26(f) OF THE INVESTMENT COMPANY ACT OF 1940: Pacific Life Insurance Company and Registrant represent that the fees and charges to be deducted under the Variable Annuity Contract (“Contract”) described in the prospectus contained in this registration statement are, in the aggregate, reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed in connection with the Contract.

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(a) for effectiveness of this Registration Statement and has caused this Post-Effective Amendment No. 35 to the Registration Statement on Form N-4 to be signed on its behalf by the undersigned thereunto duly authorized in the City of Newport Beach, and the State of California on this 2^nd day of August, 2005.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 35 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:


Signature	Title	Date

Thomas C. Sutton*	Director, Chairman of the Board and Chief Executive Officer	August 2, 2005
Glenn S. Schafer*	Director and President	August 2, 2005
Khanh T. Tran*	Director, Executive Vice President and Chief Financial Officer	August 2, 2005
David R. Carmichael*	Director, Senior Vice President and General Counsel	August 2, 2005
Audrey L. Milfs*	Director, Vice President and Corporate Secretary	August 2, 2005
Edward R. Byrd*	Vice President, Controller and Chief Accounting Officer	August 2, 2005
Brian D. Klemens*	Vice President and Treasurer	August 2, 2005
Gerald W. Robinson*	Executive Vice President	August 2, 2005

(Powers of Attorney are contained in Post-Effective Amendment No. 14 to the Registration Statement filed on April 30, 2002, on Form N-4/B for Separate Account A, File No. 33-88460, Accession No. 0001017062-02-000783, as Exhibit 15.)


Diane N. Ledger		Ruth Epstein, Esq
Pacific Life Insurance Company		Dechert LLP
P.O. Box 9000		1775 Eye Street, N.W
Newport Beach, CA 92658-9030		Washington, D.C. 20006-2401




Beginning					Income	Protected	Protected	Remaining
of Contract	Purchase			Contract Value	Access	Payment	Payment	Protected
Year	Payment		Withdrawal	after Activity	Credit	Base	Amount	Balance


1		$100,000		$100,000		$100,000	$5,000	$100,000
2				$103,000	$6,000	$106,000	$5,300	$106,000
Activity		$50,000		$154,534		$156,000	$7,800	$156,000
3				$156,834	$9,000	$165,000	$8,250	$165,000




Beginning					Income		Protected	Protected		Remaining
of Contract	Purchase		Contract Value		Access		Payment	Payment		Protected
Year	Payment	Withdrawal	after Activity		Credit		Base	Amount		Balance


1	$100,000			$100,000			$100,000		$5,000	$100,000
2				$103,000		$6,000	$106,000		$5,300	$106,000
Activity		$5,000		$99,534			$106,000		$300	$101,000
3				$101,016		$0	$106,000		$5,300	$101,000
4				$104,046		$0	$106,000		$5,300	$101,000




Beginning					Income		Protected		Protected		Remaining
of Contract	Purchase		Contract Value		Access		Payment		Payment		Protected
Year	Payment	Withdrawal	after Activity		Credit		Base		Amount		Balance


1	$100,000			$100,000				$100,000		$5,000		$100,000
2				$103,000		$6,000		$106,000		$5,300		$106,000
Activity		$5,000		$99,534				$106,000		$300		$101,000
Activity		$3,000		$97,272				$97,272		$0		$97,272
3				$97,993		$0		$97,272		$4,864		$97,272
4				$100,933		$0		$97,272		$4,864		$97,272




Beginning				Income	Protected	Protected	Remaining
of Contract	Purchase		Contract Value	Access	Payment	Payment	Protected
Year	Payment	Withdrawal	after Activity	Credit	Base	Amount	Balance


1	$100,000		$100,000		$100,000	$5,000	$100,000
2			$110,000	$6,000	$106,000	$5,300	$106,000
3			$121,000	$6,000	$112,000	$5,600	$112,000
4			$133,100	$6,000	$118,000	$5,900	$118,000
(Prior to Reset)
4			$133,100		$133,100	$6,655	$133,100
(After Reset)
5			$146,410	$7,986	$141,086	$7,054	$141,086



REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933		x
Pre-Effective Amendment No		o

Post-Effective Amendment No. 35		x



REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940		x

Amendment No. 151		x


o		this post-effective amendment designates a new effective date for a previously filed post-effective amendment.




Contract			End of Year		Annual		Protected		Protected		Remaining
Year	Withdrawal		Contract Value		Credit		Payment Base		Payment Amount		Protected Balance


1	$	5,000		$96,489	$	0	$	100,000	$	5,000		$95,000
2	$	5,000		$94,384	$	0	$	100,000	$	5,000		$90,000
3	$	5,000		$92,215	$	0	$	100,000	$	5,000		$85,000
4	$	5,000		$89,982	$	0	$	100,000	$	5,000		$80,000
5	$	5,000		$87,681	$	0	$	100,000	$	5,000		$75,000
6	$	5,000		$85,311	$	0	$	100,000	$	5,000		$70,000
7	$	5,000		$82,871	$	0	$	100,000	$	5,000		$65,000
8	$	5,000		$80,357	$	0	$	100,000	$	5,000		$60,000
9	$	5,000		$77,768	$	0	$	100,000	$	5,000		$55,000
10	$	5,000		$75,101	$	0	$	100,000	$	5,000		$50,000
11	$	5,000		$72,354	$	0	$	100,000	$	5,000		$45,000
12	$	5,000		$69,524	$	0	$	100,000	$	5,000		$40,000
13	$	5,000		$66,610	$	0	$	100,000	$	5,000		$35,000
14	$	5,000		$63,608	$	0	$	100,000	$	5,000		$30,000
15	$	5,000		$60,517	$	0	$	100,000	$	5,000		$25,000
16	$	5,000		$57,332	$	0	$	100,000	$	5,000		$20,000
17	$	5,000		$54,052	$	0	$	100,000	$	5,000		$15,000
18	$	5,000		$50,674	$	0	$	100,000	$	5,000		$10,000
19	$	5,000		$47,194	$	0	$	100,000	$	5,000		$5,000
20	$	5,000		$43,610	$	0	$	100,000	$	5,000		$0
21	$	5,000		$39,918	$	0	$	100,000	$	5,000		$0
22	$	5,000		$36,115	$	0	$	100,000	$	5,000		$0
23	$	5,000		$32,199	$	0	$	100,000	$	5,000		$0
24	$	5,000		$28,165	$	0	$	100,000	$	5,000		$0
25	$	5,000		$24,010	$	0	$	100,000	$	5,000		$0
26	$	5,000		$19,730	$	0	$	100,000	$	5,000		$0
27	$	5,000		$15,322	$	0	$	100,000	$	5,000		$0
28	$	5,000		$10,782	$	0	$	100,000	$	5,000		$0
29	$	5,000		$6,105	$	0	$	100,000	$	5,000		$0
30	$	5,000		$1,288	$	0	$	100,000	$	5,000		$0
31	$	5,000		$0	$	0	$	100,000	$	5,000		$0
32	$	5,000		$0	$	0	$	100,000	$	5,000		$0
33	$	5,000		$0	$	0	$	100,000	$	5,000		$0
34	$	5,000		$0	$	0	$	100,000	$	5,000		$0


1.	(a)	Resolution of the Board of Directors of the Depositor authorizing establishment of Separate Account A and Memorandum establishing Separate Account A.¹

	(b)	Memorandum Establishing Two New Variable Accounts — Aggressive Equity and Emerging Markets Portfolios.¹

	(c)	Resolution of the Board of Directors of Pacific Life Insurance Company authorizing conformity to the terms of the current Bylaws.³




10.		Consent of Independent Registered Public Accounting Firm²²



11.		Not applicable

12.		Not applicable


13.		Not applicable


14.		Not applicable

15.		Powers of Attorney¹²

16.		Not applicable

¹		Included in Registrant’s Form N-4, File No. 33-88460, Accession No. 0000898430-96-001377 filed on April 19, 1996 and incorporated by reference herein.

²		Included in Registrant’s Form N-4, File No. 33-88460, Accession No. 0001017062-97-000794 filed on April 30, 1997 and incorporated by reference herein.

³		Included in Registrant’s Form N-4, File No. 33-88460, Accession No. 0001017062-98-000945 filed on April 29, 1998 and incorporated by reference herein.

⁴		Included in Registrant’s Form N-4, File No. 33-88460, Accession No. 0001017062-99-000659 filed on April 15, 1999 and incorporated by reference.

⁵		Included in Registrant’s Form 497, File No. 33-88460, Accession No. 0001017062-99-001607 filed on September 14, 1999 and incorporated by reference herein.

⁶		Included in Registrant’s Form N-4/B, File No. 33-88460, Accession No. 0001017062-00-000577 filed on February 29, 2000 and incorporated by reference herein.

⁷		Included in Registrant’s Form N-4/B, File No. 33-88460, Accession No. 0001017062-00-000955 filed on April 21, 2000 and incorporated by reference herein.

⁸		Included in Registrant’s Form N-4/B, File No. 33-88460, Accession No. 0001017062-00-000955 filed on December 7, 2000 and incorporated by reference herein.

⁹		Included in Registrant’s Form N-4/A, File No. 33-88460, Accession No. 0001017062-01-000459 filed on March 2, 2001, and incorporated by reference herein.

¹⁰		Included in Registrant’s Form N-4/A, File No. 33-88460, Accession No. 0001017062-01-500083 filed on April 25, 2001 and incorporated by reference herein.

¹¹		Included in Registrant’s Form N-4/A, File No. 33-88460, Accession No. 0000898430-01-503116 filed on October 25, 2001, and incorporated by reference herein.

¹²		Included in Registrant’s Form N-4/B, File No. 33-88460, Accession No. 0001017062-02-000783 filed on April 30, 2002, and incorporated by reference herein.

¹³		Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0001017062-02-001397 filed on July 19, 2002 and incorporated by reference herein.

¹⁴		Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0001017062-02-002150 filed on December 19, 2002 and incorporated by reference herein.

¹⁵		Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0001017062-03-000466 filed on March 18, 2003 and incorporated by reference herein.

¹⁶		Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0001017062-03-000930 filed on April 25, 2003 and incorporated by reference herein.

¹⁷		Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0001193125-03-015132 filed on June 30, 2003 and incorporated by reference herein.


¹⁸		Included in Registrant’s Form N-4/A, File No. 033-88460, Accession No. 0001193125-03-099259 filed on December 24, 2003 and incorporated by reference herein.



¹⁹		Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0001193125-04-031337 filed on February 27, 2004 and incorporated by reference herein.




²⁰		Included in Registrant’s Form N-4/A, File No. 033-88460, Accession No. 0000892569-04-000888 filed on October 15, 2004 and incorporated by reference herein.



²¹		Included in Registrant’s Form N-4/B, File No. 333-93059, as Exhibit 8(e), Accession No. 0000892569-05-000253 filed on April 19, 2005 and incorporated by reference herein.

²²		Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0000892569-05-000264 filed on April 21, 2005 and incorporated by reference herein.

²³		Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0000892569-05-000440 filed on June 15, 2005 and incorporated by reference herein.


		Positions and Offices
Name and Address		with Pacific Life
Thomas C. Sutton		Director, Chairman of the Board, and Chief Executive Officer
Glenn S. Schafer		Director and President
Khanh T. Tran		Director, Executive Vice President and Chief Financial Officer
David R. Carmichael		Director, Senior Vice President and General Counsel
Audrey L. Milfs		Director, Vice President and Corporate Secretary
Edward R. Byrd		Vice President, Controller and Chief Accounting Officer
Brian D. Klemens		Vice President and Treasurer
Gerald W. Robinson		Executive Vice President


1) Pacific Portfolios — Approximately	46,126	Qualified
	45,622	Non Qualified
2) Pacific Portfolios for Chase — Approximately	3,443	Qualified
	5,662	Non Qualified


		SEPARATE ACCOUNT A
				(Registrant)

		By:		PACIFIC LIFE INSURANCE COMPANY

		By:

				Thomas C. Sutton*
				Chairman and Chief Executive Officer

		By:		PACIFIC LIFE INSURANCE COMPANY (Depositor)

		By:

				Thomas C. Sutton*
				Chairman and Chief Executive Officer