e485bpos

/s/ SHARON A. CHEEVER

September 2, 2011

Sharon A. Cheever
as attorney-in-fact

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

Brandon J. Cage
Assistant Vice President
Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, California 92660
(Name and Address of Agent for Service)

If appropriate, check the following box:

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

Title of Securities being registered: interests in the Separate Account under Pacific Value, Pacific Value for Prudential Securities and Pacific Value Select individual flexible premium deferred variable annuity contracts.

This Post-Effective Amendment No. 48 to the Registration Statement on Form N-4 (File Nos. 333-60833, 811-08946) is being filed pursuant to Rule 485(b) under the Securities Act of 1933, as amended, to supplement the Pacific Value Prospectus. This Amendment does not otherwise delete, amend, or supercede any Prospectus, Statement of Additional Information, exhibit, or other information contained in prior Amendments for Pacific Value Select.

Supplement dated September 6, 2011 to the Prospectus dated May 1, 2011 for the
Pacific Value variable annuity contract issued by Pacific Life Insurance Company

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, 2011, as supplemented.

THIS SUPPLEMENT ONLY APPLIES TO CONTRACTS ISSUED IN CALIFORNIA.

The OTHER OPTIONAL RIDERS section is amended as follows:

The CoreIncome Advantage Plus (Single) and CoreIncome Advantage 5 Plus (Single) subsections are replaced with the following:

CoreIncome Advantage Plus (Single)

Purchasing the Rider

You may purchase this optional Rider on the Contract Date or on any Contract Anniversary if the age of each Annuitant is 85 years or younger on the date of purchase, the Contract is not issued as an Inherited IRA, Inherited Roth IRA or Inherited TSA, and you allocate your entire Contract Value according to the Investment Allocation Requirements.

Rider Terms

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

Early Withdrawal – Any withdrawal that occurs before the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California) is 591/2 years of age.

Excess Withdrawal – Any withdrawal (except an RMD withdrawal) that occurs after the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California) is age 591/2 or older and exceeds the Protected Payment Amount.

Protected Payment Amount – The maximum amount that can be withdrawn under this Rider without reducing the Protected Payment Base. If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California) is 591/2 years of age or older, the Protected Payment Amount is equal to 4% of the Protected Payment Base, less cumulative withdrawals during that Contract Year and will be reset to 4% of the Protected Payment Base each Contract Anniversary. If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California) is younger than 591/2 years of age, the Protected Payment Amount is equal to zero (0); however, once the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California) reaches age 591/2, the Protected Payment Amount will equal 4% of the Protected Payment Base and will be reset each Contract Anniversary. The initial Protected Payment Amount will depend upon the age of the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California).

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. The initial Protected Payment Base is equal to the initial Purchase Payment, if the Rider Effective Date is on the Contract Date, or the Contract Value, if the Rider Effective Date is on a Contract Anniversary.

Reset Date – Any Contract Anniversary after the Rider Effective Date on which an Automatic Reset or an Owner-Elected Reset occurs.

Rider Effective Date – The date the guarantees and charges for the Rider become effective. If the Rider is purchased within 60 days of the Contract Date, the Rider Effective Date is the Contract Date. If the Rider is purchased within 60 days of a Contract Anniversary, the Rider Effective Date is the date of that Contract Anniversary.

How the Rider Works

On any day, this Rider guarantees you can withdraw up to the Protected Payment Amount, regardless of market performance, until the Rider terminates. Beginning with the 1^st anniversary of the Rider Effective Date or most recent Reset Date, whichever is later, the Rider provides for Automatic Annual Resets or Owner-Elected Resets of the Protected Payment Base to an amount equal to 100% of the Contract Value. Once the Rider is purchased, you cannot request a termination of the Rider (see the Termination subsection of this Rider for more information).

case of a Non-Natural Owner or if this Rider is issued in California) is younger than 591/2 years of age, the Protected Payment Amount is zero (0).

The Protected Payment Base may change over time. An Automatic Reset or Owner-Elected Reset will increase or decrease the Protected Payment Base depending on the Contract Value on the Reset Date. A withdrawal that is less than or equal to the Protected Payment Amount will not change the Protected Payment Base. If a withdrawal is greater than the Protected Payment Amount and the Contract Value is less than the Protected Payment Base, the Protected Payment Base will be reduced by an amount that is greater than the excess amount withdrawn. For withdrawals that are greater than the Protected Payment Amount, see the Withdrawal of Protected Payment Amount subsection below.

For purposes of this Rider, the term “withdrawal” includes any applicable withdrawal charges. 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. Withdrawals under this Rider are not annuity payouts. Annuity payouts generally receive a more favorable tax treatment than other withdrawals.

If your Contract is a Qualified Contract, including an IRA or TSA/403(b) Contract, you are subject to restrictions on withdrawals you may take prior to a triggering event (e.g. reaching age 591/2, separation from service, disability) and you should consult your tax or legal advisor prior to purchasing this optional guarantee, the primary benefit of which is guaranteeing withdrawals. For additional information regarding withdrawals and triggering events, see the FEDERAL TAX ISSUES – IRAs and Qualified Plans section in the Prospectus.

Withdrawal of Protected Payment Amount

When the oldest Owner (youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California) is 591/2 years of age or older, you may withdraw up to the Protected Payment Amount each Contract Year, regardless of market performance, until the Rider terminates. The Protected Payment Amount will be reduced by the amount withdrawn during the Contract Year and will be reset each Contract Anniversary to 4% of the Protected Payment Base. Any portion of the Protected Payment Amount not withdrawn during a Contract Year may not be carried over to the next Contract Year. If a withdrawal does not exceed the Protected Payment Amount immediately prior to that withdrawal, the Protected Payment Base will remain unchanged.

Withdrawals Exceeding the Protected Payment Amount. If a withdrawal (except an RMD withdrawal) exceeds the Protected Payment Amount immediately prior to that withdrawal, we will (immediately following the withdrawal) reduce the Protected Payment Base on a proportionate basis for the amount in excess of the Protected Payment Amount. (See example 4 in the COREINCOME ADVANTAGE PLUS (SINGLE AND JOINT) SAMPLE CALCULATIONS appendix in the Prospectus for a numerical example of the adjustments to the Protected Payment Base as a result of an Excess Withdrawal.) If a withdrawal is greater than the Protected Payment Amount and the Contract Value is less than the Protected Payment Base, the Protected Payment Base will be reduced by an amount that is greater than the excess amount withdrawn.

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

For information regarding taxation of withdrawals, see the FEDERAL TAX ISSUES section in the Prospectus.

Early Withdrawal

If an Early Withdrawal occurs, we will (immediately following the Early Withdrawal) reduce the Protected Payment Base either on a proportionate basis or by the total withdrawal amount, whichever results in a lower Protected Payment Base. See example 5 in the COREINCOME ADVANTAGE PLUS (SINGLE AND JOINT) SAMPLE CALCULATIONS appendix in the Prospectus for a numerical example of the adjustments to the Protected Payment Base as a result of an Early Withdrawal.

Required Minimum Distributions

No adjustment will be made to the Protected Payment Base as a result of a withdrawal that 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 this Contract only, and

	•	only RMD withdrawals are made from the Contract during the Contract Year.

See example 6 in the COREINCOME ADVANTAGE PLUS (SINGLE AND JOINT) SAMPLE CALCULATIONS appendix in the Prospectus for numerical examples that describe what occurs when only withdrawals of the Annual RMD Amount are made during a Contract Year and when withdrawals of the Annual RMD Amount plus other non-RMD Withdrawals are made during a Contract Year.

See the FEDERAL TAX ISSUES – Qualified Contracts – Required Minimum Distributions section in the Prospectus.

Depletion of Contract Value

If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California) is younger than age 591/2 when the Contract Value is zero, the Rider will terminate.

If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California) is age 591/2 or older and the Contract Value was reduced to zero by a withdrawal that exceeds the Protected Payment Amount, the Rider will terminate.

If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California) is age 591/2 or older and the Contract Value was reduced to zero by a withdrawal (including an RMD withdrawal) that did not exceed the Protected Payment Amount, the following will apply:


	•	the Protected Payment Amount will be paid each year until the date of death of an Owner or the date of death of the sole surviving Annuitant (first Annuitant in the case of a Non-Natural Owner),

	•	the Protected Payment Amount will be paid under a series of pre-authorized withdrawals under a payment frequency as elected by the Owner, but no less frequently than annually,

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

	•	the Contract will cease to provide any death benefit.

Reset of Protected Payment Base

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. The limitations and restrictions on Purchase Payments and withdrawals, the deduction of Rider charges and any future reset options available on and after the Reset Date, will again apply and will be measured from that Reset Date. A reset occurs when the Protected Payment Base is changed to an amount equal to the Contract Value as of the Reset Date.

Automatic Reset. On each Contract Anniversary while this Rider is in effect and before the Annuity Date, we will automatically reset the Protected Payment Base to an amount equal to 100% of the Contract Value, if the Protected Payment Base is less than the Contract Value on that Contract Anniversary. The annual charge percentage may change as a result of any Automatic Reset (see the CHARGES, FEES AND DEDUCTIONS – Optional Rider Charges section in the Prospectus).

Automatic Reset – Opt-Out Election. Within 60 days after a Contract Anniversary on which an Automatic Reset is effective, you have the option to reinstate the Protected Payment Base, Protected Payment Amount and annual charge percentage to their respective amounts immediately before the Automatic Reset. Any future Automatic Resets will continue in accordance with the Automatic Reset paragraph above.

If you elect this option, your opt-out election must be received, in a form satisfactory to us, at our Service Center within the same 60 day period after the Contract Anniversary on which the reset is effective.

Automatic Reset – Future Participation. You may elect not to participate in future Automatic Resets at any time. Your election must be received, in a form satisfactory to us, at our Service Center, while this Rider is in effect and before the Annuity Date. Such election will be effective for future Contract Anniversaries.

If you previously elected not to participate in Automatic Resets, you may re-elect to participate in future Automatic Resets at any time. Your election to resume participation must be received, in a form satisfactory to us, at our Service Center while this Rider is in effect and before the Annuity Date. Such election will be effective for future Contract Anniversaries as described in the Automatic Reset paragraph above.

Owner-Elected Resets (Non-Automatic). You may, on any Contract Anniversary, elect to reset the Protected Payment Base to an amount equal to 100% of the Contract Value. An Owner-Elected Reset may be elected while Automatic Resets are in effect. The annual charge percentage may change as a result of this Reset.

If you elect this option, your election must be received, in a form satisfactory to us, at our Service Center within 60 days after the Contract Anniversary on which the reset is effective. The reset will be based on the Contract Value as of that Contract Anniversary. Your election of this option may result in a reduction in the Protected Payment Base and Protected Payment Amount. Generally, the reduction will occur when your Contract Value is less than the Protected Payment Base as of the Contract Anniversary you elected the reset. You are strongly advised to work with your financial advisor prior to electing an Owner-Elected Reset. We will provide you with written confirmation of your election.

Subsequent Purchase Payments

total of all Purchase Payments received on or after the later of the 1^st Contract Anniversary or most recent Reset Date to exceed $100,000 without our prior approval.

Annuitization

If you annuitize the Contract at the maximum Annuity Date specified in your Contract and this Rider is still in effect at the time of your election and a Life Only fixed annuity option is chosen, the annuity payments will be equal to the greater of:


	•	the Life Only fixed annual payment amount based on the terms of your Contract, or

	•	the Protected Payment Amount in effect at the maximum Annuity Date.

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. Work with your financial advisor 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.

Continuation of Rider if Surviving Spouse Continues Contract

This Rider terminates upon the death of an Owner or sole surviving Annuitant. If the surviving spouse continues the Contract, the surviving spouse may re-purchase this Rider (if available) on any Contract Anniversary. The existing protected balances will not carry over to the new Rider.

The surviving spouse may elect to receive any death benefit proceeds instead of continuing the Contract (see the DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS – Death Benefits subsection in the Prospectus).

Termination

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 allocated according to the Investment Allocation Requirements,

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

	•	for Contracts with a Non-Natural Owner, the date of death of any Annuitant, including Primary, Joint and Contingent Annuitants,

	•	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 to a non-spouse Owner if the Contract is Non-Qualified (excluding changes in ownership to or from certain trusts or if this Rider is issued in California),

	•	the day the Contingent Annuitant becomes the Annuitant (if this Rider is issued in California),

	•	the day you exchange this Rider for another withdrawal benefit Rider,

	•	the Annuity Date (see the Annuitization subsection for additional information),

	•	the day the Contract Value is reduced to zero as a result of a withdrawal (except an RMD withdrawal) that exceeds the Protected Payment Amount, or

	•	the day the Contract Value is reduced to zero if the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California) is younger than age 591/2.

The Rider and the Contract will not terminate the day the Contract Value is zero and you begin taking pre-authorized withdrawals of the Protected Payment Amount (see the Depletion of Contract Value subsection). In this case, the Rider and the Contract will terminate the date of death of an Owner or the date of death of the sole surviving Annuitant.

Sample Calculations

Hypothetical sample calculations are in the COREINCOME ADVANTAGE PLUS (SINGLE AND JOINT) SAMPLE CALCULATIONS appendix in the Prospectus. The examples are based on certain hypothetical assumptions and are for example purposes only. These examples are not intended to serve as projections of future investment returns.

CoreIncome Advantage 5 Plus (Single)

Purchasing the Rider

Rider Terms

Early Withdrawal – Any withdrawal that occurs before the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California) is 591/2 years of age.

Protected Payment Amount – The maximum amount that can be withdrawn under this Rider without reducing the Protected Payment Base. If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California) is 591/2 years of age or older, the Protected Payment Amount is equal to 5% of the Protected Payment Base, less cumulative withdrawals during that Contract Year and will be reset to 5% of the Protected Payment Base each Contract Anniversary. If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California) is younger than 591/2 years of age, the Protected Payment Amount is equal to zero (0); however, once the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California) reaches age 591/2, the Protected Payment Amount will equal 5% of the Protected Payment Base and will be reset each Contract Anniversary. The initial Protected Payment Amount will depend upon the age of the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California).

Reset Date – Any Contract Anniversary after the Rider Effective Date on which an Automatic Reset or an Owner-Elected Reset occurs.

How the Rider Works

If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California) is 591/2 years of age or older, the Protected Payment Amount is 5% of the Protected Payment Base. If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California) is younger than 591/2 years of age, the Protected Payment Amount is zero (0).

advisor prior to purchasing this optional guarantee, the primary benefit of which is guaranteeing withdrawals. For additional information regarding withdrawals and triggering events, see the FEDERAL TAX ISSUES – IRAs and Qualified Plans section in the Prospectus.

Withdrawal of Protected Payment Amount

When the oldest Owner (youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California) is 591/2 years of age or older, you may withdraw up to the Protected Payment Amount each Contract Year, regardless of market performance, until the Rider terminates. The Protected Payment Amount will be reduced by the amount withdrawn during the Contract Year and will be reset each Contract Anniversary to 5% of the Protected Payment Base. Any portion of the Protected Payment Amount not withdrawn during a Contract Year may not be carried over to the next Contract Year. If a withdrawal does not exceed the Protected Payment Amount immediately prior to that withdrawal, the Protected Payment Base will remain unchanged.

Withdrawals Exceeding the Protected Payment Amount. If a withdrawal (except an RMD withdrawal) exceeds the Protected Payment Amount immediately prior to that withdrawal, we will (immediately following the withdrawal) reduce the Protected Payment Base on a proportionate basis for the amount in excess of the Protected Payment Amount. (See example 4 in the COREINCOME ADVANTAGE 5 PLUS (SINGLE AND JOINT) SAMPLE CALCULATIONS appendix in the Prospectus for a numerical example of the adjustments to the Protected Payment Base as a result of an Excess Withdrawal.) If a withdrawal is greater than the Protected Payment Amount and the Contract Value is less than the Protected Payment Base, the Protected Payment Base will be reduced by an amount that is greater than the excess amount withdrawn.

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

For information regarding taxation of withdrawals, see the FEDERAL TAX ISSUES section in the Prospectus.

Early Withdrawal

If an Early Withdrawal occurs, we will (immediately following the Early Withdrawal) reduce the Protected Payment Base either on a proportionate basis or by the total withdrawal amount, whichever results in a lower Protected Payment Base. See example 5 in the COREINCOME ADVANTAGE 5 PLUS (SINGLE AND JOINT) SAMPLE CALCULATIONS appendix in the Prospectus for a numerical example of the adjustments to the Protected Payment Base as a result of an Early Withdrawal.

Required Minimum Distributions

No adjustment will be made to the Protected Payment Base as a result of a withdrawal that 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 this Contract only, and

	•	only RMD withdrawals are made from the Contract during the Contract Year.

See example 6 in the COREINCOME ADVANTAGE 5 PLUS (SINGLE AND JOINT) SAMPLE CALCULATIONS appendix in the Prospectus for numerical examples that describe what occurs when only withdrawals of the Annual RMD Amount are made during a Contract Year and when withdrawals of the Annual RMD Amount plus other non-RMD Withdrawals are made during a Contract Year.

See the FEDERAL TAX ISSUES – Qualified Contracts – Required Minimum Distributions section in the Prospectus.

Depletion of Contract Value

If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California) is age 591/2 or older and the Contract Value was reduced to zero by a withdrawal (including an RMD withdrawal) that did not exceed the Protected Payment Amount, the following will apply:


	•	the Protected Payment Amount will be paid each year until the date of death of an Owner or the date of death of the sole surviving Annuitant (first Annuitant in the case of a Non-Natural Owner),


	•	the Protected Payment Amount will be paid under a series of pre-authorized withdrawals under a payment frequency as elected by the Owner, but no less frequently than annually,

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

	•	the Contract will cease to provide any death benefit.

Reset of Protected Payment Base

Subsequent Purchase Payments

If we receive additional Purchase Payments after the Rider Effective Date, we will increase the Protected Payment Base 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 1^st Contract Anniversary or most recent Reset Date to exceed $100,000 without our prior approval.

Annuitization


	•	the Life Only fixed annual payment amount based on the terms of your Contract, or

	•	the Protected Payment Amount in effect at the maximum Annuity Date.

Continuation of Rider if Surviving Spouse Continues Contract

Termination

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 allocated according to the Investment Allocation Requirements,

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

	•	for Contracts with a Non-Natural Owner, the date of death of any Annuitant, including Primary, Joint and Contingent Annuitants,

	•	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 to a non-spouse Owner if the Contract is Non-Qualified (excluding changes in ownership to or from certain trusts or if this Rider is issued in California),

	•	the day the Contingent Annuitant becomes the Annuitant (if this Rider is issued in California),

	•	the day you exchange this Rider for another withdrawal benefit Rider,

	•	the Annuity Date (see the Annuitization subsection for additional information),

	•	the day the Contract Value is reduced to zero as a result of a withdrawal (except an RMD withdrawal) that exceeds the Protected Payment Amount, or

	•	the day the Contract Value is reduced to zero if the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California) is younger than age 591/2.

Sample Calculations

Hypothetical sample calculations are in the COREINCOME ADVANTAGE 5 PLUS (SINGLE AND JOINT) SAMPLE CALCULATIONS appendix in the Prospectus. The examples are based on certain hypothetical assumptions and are for example purposes only. These examples are not intended to serve as projections of future investment returns.

The CoreIncome Advantage Plus (Joint) and CoreIncome Advantage 5 Plus (Joint) Termination subsections are amended as follows:

The 7th bullet is deleted and replaced with the following:


	•	the day that neither Designated Life is an Owner (or Annuitant, in the case of a custodial owned IRA or TSA) (this bullet does not apply if this Rider is issued in California),

	(1)		Registrant’s Financial Statements


			Audited Financial Statements dated as of December 31, 2010 and for each of the periods presented which are incorporated by reference from the 2010 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

	(2)		Depositor’s Financial Statements


			Audited Consolidated Financial Statements dated as of December 31, 2010 and 2009, and for each of the three years in the period ended December 31, 2010, 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

	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) Resolution of the Board of Directors of Pacific Life Insurance Company authorizing conformity to
			the terms of the current Bylaws.¹

	2.		Not applicable


	3.		(a) Distribution Agreement between Pacific Life Insurance Company, Pacific Life & Annuity Company and Pacific Select Distributors, Inc. (PSD)³⁸

			(b) Form of Selling Agreement between Pacific Life, PSD and Various Broker-Dealers²⁴


	4.		(a) (1) Individual Flexible Premium Deferred Variable Annuity Contract (Form No.
			PV9808)¹

			(2) Individual Flexible Premium Deferred Variable Annuity Contract (Form No. 10-
			1100)¹⁵

			(3) Individual Flexible Premium Deferred Variable Annuity Contract (Form No. 10-
			1108)¹⁸


			(4) Individual Flexible Premium Deferred Variable Annuity Contract (Form No. 10-1221)³⁸


			(b) Qualified Pension Plan Rider (Form No. R90-Pen-V)¹

			(c) (1) 403(b) Tax-Sheltered Annuity Rider¹¹

			(2) 403(b) Tax-Sheltered Annuity Rider (Form No. 20-1156)³¹

			(d) Section 457 Plan Rider (Form No. R95-457)¹

			(e) Individual Retirement Annuity Rider (Form No. 20-18900)¹¹

			(f) Roth Individual Retirement Annuity Rider (Form No. 20-19000)¹¹

			(g) SIMPLE Individual Retirement Annuity Rider (Form No. 20-19100)¹¹

			(h) Qualified Retirement Plan Rider¹¹

			(i) Stepped-Up Death Benefit Rider No. (Form No. R9808.SDB)¹

			(j) (1) Premier Death Benefit Rider (Form No. R9808.PDB)¹

			(2) Premier Death Benefit Rider (Form No. 20-18000)¹¹

			(k) Guaranteed Income Advantage (GIA) Rider (Form No. 23-111499)³

			(l) Guaranteed Earnings Enhancement (EEG) Rider (Form No. 20-14900)⁷

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

			(n) Guaranteed Protection Advantage (GPA) 5 Rider (Form No. 20-19500)¹³

			(o) (1) Income Access Rider (Form No. 20-19808)¹³

			(2) Income Access Rider (Form No. 20-1104)¹⁷

			(3) Income Access Endorsement (Form No. 15-1122)²²

			(4) Excess Withdrawal Endorsement (Form No. 15-1152C)²⁹

			(p) DCA Plus Fixed Option Rider (Form No. 20-1103)¹⁶

			(q) Guaranteed Income Advantage II Rider (Form No. 20-1109)¹⁷

			(r) Guaranteed Income Advantage 5 Rider (Form No. 20-1102)¹⁷

			(s) Guaranteed Income Annuity (GIA) Rider (Form No. 20-1118)¹⁹

			(t) (1) Guaranteed Withdrawal Benefit Rider (Form No. 20-1119); also known as Income Access Plus Rider¹⁹

			(2) Guaranteed Withdrawal Benefit Endorsement (Form No. 15-1123)²²

			(3) Excess Withdrawal Endorsement (Form No. 15-1152E)³⁰

			(u) (1) Enhanced Guaranteed Withdrawal Benefit Rider (Form No. 20-1120)²³

			(2) Excess Withdrawal Endorsement (Form No. 15-1152A)³⁰

			(v) (1) 5% Guaranteed Withdrawal Benefit Rider (Form No. 20-1131)²⁵

			(2) Excess Withdrawal Endorsement (Form No. 15-1152)²⁹

			(w) (1) Joint Life 5% Guaranteed Withdrawal Benefit Rider (Form No. 20-1135)²⁶

			(2) Excess Withdrawal Endorsement (Form No. 15-1152B)²⁹

			(x) Guaranteed Protection Advantage 3 Rider (Form No. 20-1145)²⁷

			(y) (1) Guaranteed Withdrawal Benefit II Rider (Form No. 20-1146)²⁷

			(2) Excess Withdrawal Endorsement (Form No. 15-1152)²⁹

			(z) Guaranteed Withdrawal Benefit III Rider (Form No. 20-1153)²⁹

			(aa) Guaranteed Withdrawal Benefit Rider (Form No. 20-1154)²⁹

			(bb) Joint Life Guaranteed Withdrawal Benefit Rider (Form No. 20-1155)²⁹

			(cc) Core Withdrawal Benefit Rider (Form No. 20-1162)³²

			(dd) Guaranteed Withdrawal Benefit IV Rider (Form No. 20-1176)³³

			(ee) Core Withdrawal Benefit II Rider (Form No. 20-1178)³⁴

			(ff) Guaranteed Withdrawal Benefit V Rider — Single Life (Form No. ICC 10:20-1194)³⁵

			(gg) Guaranteed Withdrawal Benefit V Rider — Joint Life (Form No. ICC 10:20-1195)³⁵

			(hh) Guaranteed Withdrawal Benefit VII Rider — Single Life (Form No. ICC 11:20-1204)³⁷

			(ii) Guaranteed Withdrawal Benefit VII Rider — Joint Life (Form No. ICC 11:20-1205)³⁷

	5.		(a) (1) Variable Annuity Application for Pacific Value (Form No. 25-12510)⁶

			(2) Variable Annuity Application for Pacific Value for Prudential Securities⁹

			(3) Variable Annuity Application for Pacific Value (Form No. 25-1100)¹⁵

			(4) Variable Annuity Application for Pacific Value for Prudential Securities
			(Form No. 25-1100)¹⁵

			(5) Variable Annuity Application for Pacific Value (Form No. 25-1108)¹⁸

			(6) Variable Annuity Application for Pacific Value (Form No. 25-1108-2)²⁴


			(7) Variable Annuity Application for Pacific Value Select (Form No. 25-1198)³⁸


			(b) Variable Annuity PAC APP¹

			(c) Application/Confirmation Form⁴

			(d) Guaranteed Earnings Enhancement (EEG) Rider Request Application⁷

			(e) Guaranteed Protection Advantage (GPA) Rider Request Form (Form No. 55- 16600)¹¹

			(f) Guaranteed Protection Advantage 5 Rider Request Form (Form No. 2311-3A)¹³

			(g) Income Access Rider Request Form (Form No. 2315-3A)¹³

			(h) Portfolio Optimization Rider Request Form (Form No. 2311-5A)¹⁹

			(i) Portfolio Optimization Enrollment/Rider Request Form (Form No. 2150-5B)²¹

			(j) Portfolio Optimization Enrollment/Rider Request Form (Form No. 2150-6B)²⁴

	6.		(a) Pacific Life’s Articles of Incorporation¹

			(b) By-laws of Pacific Life¹

			(c) Pacific Life’s Restated Articles of Incorporation²⁴

			(d) By-laws of Pacific Life As Amended September 1, 2005²⁴

	7.		Form of Reinsurance Agreement²⁸

	8.		(a) Pacific Select Fund Participation Agreement⁸

			(b) Form of The Prudential Series Fund, Inc. Participation Agreement⁹

			(c) Addendum to the Fund Participation Agreement (to add the Equity Income and Research
			Portfolios)¹¹

			(d) Fund Participation Agreement Between Pacific Life Insurance Company, Pacific Select
			Distributors, Inc., American Funds Insurance Series, American Funds Distributors, and Capital
			Research and Management Company²⁰

			(e) Form of AllianceBernstein Variable Products Series Fund, Inc. Participation Agreement²⁹

			(f) Form of BlackRock Variable Series Fund, Inc. Participation Agreement²⁹


			(1) Amendment to Participation Agreement³⁴


			(g) Form of Franklin Templeton Variable Insurance Products Trust Participation Agreement²⁹


			(1) First Amendment to Participation Agreement³⁴


			(2) Second Amendment to Participation Agreement³⁷


			(h) Form of AllianceBernstein Investments, Inc. Administrative Services Agreement²⁹

			(i) Form of BlackRock Distributors, Inc. Administrative Services Agreement²⁹


			(1) Amendment to Administrative Services Agreement³⁴


			(j) Form of Franklin Templeton Services, LLC Administrative Services Agreement²⁹


			(1) First Amendment to Administrative Services Agreement³⁴


			(k) Form of AIM Variable Insurance Funds Participation Agreement³¹

			(l) Form of Invesco Aim Distributors, Inc. Distribution Services Agreement³¹

			(m) Form of Invesco Aim Advisors, Inc. Administrative Services Agreement³¹

			(n) Form of GE Investments Funds, Inc. Participation Agreement³¹


			(1) Amendment to Participation Agreement³⁴



			(o) Form of GE Investment Distributors, Inc. Distribution and Services Agreement (Amended and Restated)³⁴


			(p) Form of Van Kampen Life Investment Trust Participation Agreement³¹

			(q) Form of Van Kampen Funds, Inc. Shareholder Service Agreement³¹

			(r) Form of Van Kampen Asset Management Administrative Services Letter Agreement³¹


			(s) Form of GE Investments Funds, Inc. Investor Services Agreement³⁴



			(1) First Amendment to Investor Services Agreement³⁴



			(t) Form of PIMCO Variable Insurance Trust Participation Agreement³⁴
			(1) First Amendment to Participation Agreement³⁷

			(2) Second Amendment to Participation Agreement³⁷



			(u) Form of Allianz Global Investors Distributors LLC Selling Agreement³⁴



			(v) Form of PIMCO LLC Services Agreement³⁴


			(w) Form of MFS Variable Insurance Trust Participation Agreement³⁶


			(1) First Amendment to Participation Agreement³⁶


			(2) Second Amendment to Participation Agreement³⁷


			(x) Form of MFS Variable Insurance Trust Administrative Services Agreement³⁶

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

10. (a) Consent of Independent Registered Public Accounting Firm and Consent of Independent Auditors

(Pacific Value and Pacific Value for Prudential Securities)³⁷

(b) Consent of Independent Registered Public Accounting Firm and Consent of Independent Auditors

(Pacific Value Select)³⁸

11. Not applicable

12. Not applicable

13. Powers of Attorney³⁷

¹ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0001017062-98-001683, filed on August 6, 1998 and incorporated by reference herein.

³ Included in Registrant’s Form 497, File No. 333-60833, Accession No. 0001017062-99-001498, filed on August 17, 1999, and incorporated by reference herein.

⁴ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0001017062-00-000578, filed on February 29, 2000, and incorporated by reference herein.

⁶ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0001017062-00-002449, filed on December 7, 2000, and incorporated by reference herein.

⁷ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0001017062-01-000458, filed on March 2, 2001, and incorporated by reference herein.

⁸ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0001017062-01-500166, filed on May 1, 2001, and incorporated by reference herein.

⁹ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0001017062-01-500473, filed on June 15, 2001, and incorporated by reference herein.

¹¹ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0001017062-02-000786 filed on April 30, 2002 and incorporated by reference herein.

¹³ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0001017062-03-000462, filed on March 18, 2003 and incorporated by reference herein.

¹⁵ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0001193125-03-015148, filed on June 30, 2003 and incorporated by reference herein.

¹⁶ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0001193125-03-043305, filed on August 28, 2003 and incorporated by reference herein.

¹⁷ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0001193125-04-031218, filed on February 27, 2004 and incorporated by reference herein.

¹⁸ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000892569-04-000263, filed on March 2, 2004 and incorporated by reference herein.

¹⁹ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000892569-04-000883, filed on October 15, 2004 and incorporated by reference herein.

²⁰ Included in Registrant’s Form N-4, File No. 333-93059, as Exhibit 8(e), Accession No. 0000892569-05-000253, filed on April 19, 2005 and incorporated by reference herein.

²¹ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000892569-05-000268 filed on April 21, 2005 and incorporated by reference herein.

²² Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000892569-05-000441 filed on June 15, 2005 and incorporated by reference herein.

²³ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000892569-05-000571 filed on August 2, 2005 and incorporated by reference herein.

²⁴ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000892569-06-000529 filed on April 18, 2006 and incorporated by reference herein.

²⁵ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000892569-06-001252 filed on October 19, 2006 and incorporated by reference herein.

²⁶ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000892569-07-000447, filed on April 17, 2007, and incorporated by reference herein.

²⁷ Included in Registrant’s Form N-4, File No. 333-141135, Accession No. 0000892569-07-001521, filed on December 12, 2007, and incorporated by reference herein.

²⁸ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000892569-08-000623, filed on April 22, 2008, and incorporated by reference herein.

²⁹ Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961, filed on July 2, 2008, and incorporated by reference herein.

³⁰ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000892569-08-001268, filed on September 11, 2008, and incorporated by reference herein.

³¹ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000892569-08-001557, filed on December 4, 2008, and incorporated by reference herein.

³² Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-09-000061, filed on February 9, 2009, and incorporated by reference herein.

³³ Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-09-050719, filed on October 16, 2009, and incorporated by reference herein.

³⁴ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000950123-10-035855, filed on April 19, 2010, and incorporated by reference herein.

³⁵ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000950123-10-115915 filed on December 23, 2010, and incorporated by reference herein.

³⁶ Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0000950123-10-036181 filed on April 20, 2010, and incorporated by reference herein.

³⁷ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000950123-11-036409 filed on April 18, 2011, and incorporated by reference herein.

³⁸ Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000950123-11-061492 filed on June 24, 2011, and incorporated by reference herein.

Item 25. Directors and Officers of Pacific Life


		Positions and Offices
Name and Address		with Pacific Life
James T. Morris		Director, Chairman, President and Chief Executive Officer

Khanh T. Tran		Director, Executive Vice President, Chief Financial Officer and Chief Investment Officer

Sharon. A. Cheever		Director, Senior Vice President and General Counsel

Jane M. Guon		Director, Vice President and Secretary

Edward R. Byrd		Senior Vice President and Chief Accounting Officer

Brian D. Klemens		Vice President and Controller

Dewey P. Bushaw		Executive Vice President

Denis P. Kalscheur		Senior Vice President and Treasurer

The address for each of the persons listed above is as follows:

700 Newport Center Drive
Newport Beach, California 92660

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 eLife’s subsidiaries:

Pacific Life is a Nebraska Stock Life Insurance Company wholly-owned by Pacific LifeCorp (a Delaware Stock Holding Company), which is, in turn, 100% owned by Pacific Mutual Holding Company (a Nebraska Mutual Insurance Holding Company).

PACIFIC LIFE, SUBSIDIARIES & AFFILIATED ENTERPRISES
LEGAL STRUCTURE


	Jurisdiction of
	Incorporation		Percentage of
	or		Ownership by its
	Organization		Immediate Parent
Pacific Mutual Holding Company	Nebraska
Pacific LifeCorp	Delaware			100
Pacific Life Insurance Company	Nebraska			100
Pacific Life & Annuity Company	Arizona			100
Pacific Select Distributors, Inc.	California			100
Pacific Select, LLC	Delaware			100
Pacific Asset Holding LLC	Delaware			100
Pacific TriGuard Partners LLC#	Delaware			100
Grayhawk Golf Holdings, LLC	Delaware			95
Grayhawk Golf L.L.C.	Arizona			100
Las Vegas Golf I, LLC	Delaware			100
Angel Park Golf, LLC	Nevada			100
CW Atlanta, LLC	Delaware			100
City Walk Towers, LLC	Delaware			100
Kierland One, LLC	Delaware			100
Kinzie Member, LLC	Delaware			100
Parcel B Owner LLC	Delaware			88
Kinzie Parcel A Member, LLC	Delaware			100
Parcel A Owner LLC	Delaware			90
PL/KBS Fund Member, LLC	Delaware			100
KBS/PL Properties, L.P.#	Delaware			99.9
Wildflower Member, LLC	Delaware			100
Epoch-Wildflower, LLC	Florida			99
Sedona Golf Club, LLC	Delaware			100
Glenoaks Golf Club, LLC	Delaware			100
Polo Fields Golf Club, LLC	Delaware			100
Confederation Life Insurance and Annuity Company	Georgia			100
Pacific Life Fund Advisors LLC	Delaware			100
Pacific Alliance Reinsurance Company of Vermont	Vermont			100
Pacific Mezzanine Associates L.L.C.	Delaware			67
Pacific Mezzanine Investors L.L.C.#	Delaware			100
Pacific Global Advisors LLC*	Delaware			100
Aviation Capital Group Corp.	Delaware			100
ACG Acquisition Corporation V	Delaware			100
ACG Acquisition 41 LLC	Delaware			100
ACG Acquisition 4063 LLC	Delaware			100
ACG Acquisition 4084 LLC	Delaware			100
ACG International Ltd.	Bermuda			100
ACG Acquisition Ireland III Limited	Ireland			100
ACG Acquisition Ireland V Ltd.	Ireland			100
ACG Capital Partners II LLC	Delaware			50
ACG Investment Capital Partners LLC	Delaware			100
ACG Acquisition 4658 LLC	Delaware			100
ACG Acquisition 2688 LLC	Delaware			100
Aviation Capital Group Singapore Pte. Ltd.	Singapore			100
ACG Capital Partners Singapore Pte. Ltd.	Singapore			50
ACG Acquisition VI LLC	Nevada			50
ACG Acquisition XIX LLC	Delaware			20
ACG XIX Holding LLC	Delaware			100
Aviation Capital Group Trust	Delaware			100
ACG Acquisition XV LLC	Delaware			100
ACG Acquisition XX LLC	Delaware			100
ACG Acquisition (Bermuda) Ltd.	Bermuda			100
ACG Acquisition Ireland Limited	Ireland			100
ACG Acquisition Labuan Ltd.	Labuan			100
ACG Acquisitions Sweden AB	Sweden			100
ACG Acquisition XXI LLC	Delaware			100
ACG Trust 2004 -1 Holding LLC	Delaware			100
ACG Funding Trust 2004-1	Delaware			100
ACG 2004-1 Bermuda Limited	Bermuda			100
ACG Acquisition Ireland 2004-1 Limited	Ireland			100
ACG Trust II Holding LLC	Delaware			100
Aviation Capital Group Trust II	Delaware			100
ACG Acquisition XXV LLC	Delaware			100
ACG Acquisition 37 LLC	Delaware			100
ACG Acquisition 38 LLC	Delaware			100
ACG Acquisition Ireland II Limited	Ireland			100
ACG Acquisition (Bermuda) II Ltd.	Bermuda			100
ACG Acquisition XXIX LLC	Delaware			100
ACG Acquisition XXX LLC	Delaware			100
ACG Acquisition 31 LLC	Delaware			100
ACG Acquisition 32 LLC	Delaware			100
ACG Acquisition 33 LLC	Delaware			100
ACG Acquisition 36 LLC	Delaware			100
ACG Acquisition 39 LLC	Delaware			100
ACGFS LLC	Delaware			100
ACG Acquisition 35 LLC	Delaware			100
Boullioun Aviation Services Inc.	Washington			100
Boullioun Aircraft Holding Company, Inc.	Washington			100
Boullioun Portfolio Finance III LLC	Nevada			100
ACG Funding 2005-1 Holding LLC	Delaware			100
ACG Funding Trust 2005-1	Delaware			100
ACG III Holding LLC	Delaware			100
ACG Trust III	Delaware			100
RAIN I LLC	Delaware			100
RAIN II LLC	Delaware			100
RAIN III LLC	Delaware			100
RAIN IV LLC	Delaware			100
RAIN V LLC	Delaware			100
RAIN VI LLC	Delaware			100
RAIN VII LLC	Delaware			100
RAIN VIII LLC	Delaware			100
ACG Acquisition 169 LLC	Delaware			100
ACG Acquisition 30271 LLC	Delaware			100
ACG Acquisition 30744 LLC	Delaware			100
ACG Acquisition 30745 LLC	Delaware			100
ACG Acquisition 30289 LLC	Delaware			100
ACG Acquisition 30293 LLC	Delaware			100
ACG Acquisition 1176 LLC	Delaware			100
0168 Statutory Trust	Connecticut			100
0179 Statutory Trust	Connecticut			100
Bellevue Aircraft Leasing Limited	Ireland			100
Rainier Aircraft Leasing (Ireland) Limited	Ireland			100
ACG Acquisition (Cyprus) Ltd.	Cyprus			100
ACG Acquisition (Bermuda) III Ltd.	Bermuda			100
ACG 2006-ECA LLC	Delaware			100
ACG Acquisition 2692 LLC	Delaware			100
ACG ECA-2006 Ireland Limited	Ireland			100
ACG Acquisition 2987 LLC	Delaware			100
ACG Acquisition Aruba NV	Aruba			100
ACG Trust 2006-1 Holding LLC	Delaware			100
ACG Funding Trust 2006-1	Delaware			100
ACG Capital Partners LLC	Delaware			50
Bellevue Coastal Leasing LLC	Washington			100
ACG Capital Partners Ireland Limited	Ireland			100
ACG Acquisition 30288 LLC	Delaware			100
ACGCP Acquisition 979 LLC	Delaware			100
ACG Trust 2009-1 Holding LLC	Delaware			100
ACG Funding Trust 2009-1	Delaware			100
ACG Acquisition 29677 LLC	Delaware			100
College Savings Bank	New Jersey			100
Pacific Asset Funding, LLC	Delaware			100
Pacific Life & Annuity Services, Inc.	Colorado			100
Bella Sera Holdings, LLC	Delaware			100
Pacific Life Re Holdings LLC	Delaware			100
Pacific Life Re Holdings Limited		U.K.		100
Pacific Life Re Services Limited		U.K.		100
Pacific Life Re Limited		U.K.		100
Pacific Alliance Reinsurance Ltd.	Bermuda			100


#	=	Abbreviated structure

*		Formerly known as Pension Advisory Group LLC

	(a)		The Distribution Agreement between Pacific Life Insurance Company, Pacific Life & Annuity Company (collectively referred to as “Pacific Life”) and Pacific Select Distributors, Inc. (PSD) provides substantially as follows:

			Pacific Life shall indemnify and hold harmless PSD and PSD’s officers, directors, agents, controlling persons, employees, subsidiaries and affiliates for all attorneys’ fees, litigation expenses, costs, losses, claims, judgments, settlements, fines, penalties, damages, and liabilities incurred as the direct or indirect result of: (i) negligent, dishonest, fraudulent, unlawful, or criminal acts, statements, or omissions by Pacific Life or its employees, agents, officers, or directors; (ii) Pacific Life’s breach of this Agreement; (iii) Pacific Life’s failure to comply with any statute, rule, or regulation; (iv) a claim or dispute between Pacific Life and a Broker/Dealer (including its Representatives) and/or a Contract owner. Pacific Life shall not be required to indemnify or hold harmless PSD for expenses, losses, claims, damages, or liabilities that result from PSD’s misfeasance, bad faith, negligence, willful misconduct or wrongful act.

			PSD shall indemnify and hold harmless Pacific Life and Pacific Life’s officers, directors, agents, controlling persons, employees, subsidiaries and affiliates for all attorneys’ fees, litigation expenses, costs, losses, claims, judgments, settlements, fines, penalties, damages and liabilities incurred as the direct or indirect result of: (i) PSD’s breach of this Agreement; and/or (ii) PSD’s failure to comply with any statute, rule, or regulation. PSD shall not be required to indemnify or hold harmless Pacific Life for expenses, losses, claims, damages, or liabilities that have resulted from Pacific Life’s willful misfeasance, bad faith, negligence, willful misconduct or wrongful act.


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

			Pacific Life and PSD agree to indemnify and hold harmless Selling Entities, their officers, directors, agents and employees, against any and all losses, claims, damages, or liabilities to which they may become subject under the Securities Act, the Exchange Act, the Investment Company Act of 1940, 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 Securities Act, or any prospectus included as a part thereof, as from time to time amended and supplemented, or in any advertisement or sales literature provided by Pacific Life and PSD.

			Selling Entities agree to, jointly and severally, hold harmless and indemnify Pacific Life and PSD and any of their respective affiliates, employees, officers, agents and directors (collectively, “Indemnified Persons”) against any and all claims, liabilities and expenses (including, without limitation, losses occasioned by any rescission of any Contract pursuant to a “free look” provision or by any return of initial purchase payment in connection with an incomplete application), including, without limitation, reasonable attorneys’ fees and expenses and any loss attributable to the investment experience under a Contract, that any Indemnified Person may incur from liabilities resulting or arising out of or based upon (a) any untrue or alleged untrue statement other than statements contained in the registration statement or prospectus relating to any Contract, (b) (i) any inaccurate or misleading, or allegedly inaccurate or misleading sales material used in connection with any marketing or solicitation relating to any Contract, other than sales material provided preprinted by Pacific Life or PSD, and (ii) any use of any sales material that either has not been specifically approved in writing by Pacific Life or PSD or that, although previously approved in writing by Pacific Life or PSD, has been disapproved, in writing by either of them, for further use, or (c) any act or omission of a Subagent, director, officer or employee of Selling Entities, including, without limitation, any failure of Selling Entities or any Subagent to be registered as required as a broker/dealer under the 1934 Act, or licensed in accordance with the rules of any applicable SRO or insurance regulator.


	(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, COLI IV Separate Account, COLI V Separate Account, Separate Account A of Pacific Life & Annuity Company, Pacific Select Exec Separate Account of Pacific Life & Annuity Company, Separate Account I of Pacific Life Insurance Company, Separate Account I 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.

			The registrant hereby undertakes:

	(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(b) for effectiveness of this Registration Statement and has caused this Post-Effective Amendment No. 48 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 September, 2011.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 48 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

(Powers of Attorney are contained in Post-Effective Amendment No. 46 of the Registration Statement filed on Form N-4 for Separate Account A, File No. 333-60833, Accession No. 0000950123-11-036409, filed on April 18, 2011, as Exhibit 13.)


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



Post-Effective Amendment No. 48		x

and/or


		SEPARATE ACCOUNT A (Registrant)

		By:		PACIFIC LIFE INSURANCE COMPANY

		By:

				James T. Morris*

				Director, Chairman, President and Chief Executive Officer


		By:		PACIFIC LIFE INSURANCE COMPANY
				(Depositor)

		By:

				James T. Morris*

				Director, Chairman, President and Chief Executive Officer


Signature	Title	Date

James T. Morris*	Director, Chairman, President and Chief Executive Officer	September 2, 2011

Khanh T. Tran*	Director, Executive Vice President, Chief Financial Officer and Chief Investment Officer	September 2, 2011

Sharon A. Cheever*	Director, Senior Vice President and General Counsel	September 2, 2011

Jane M. Guon*	Director, Vice President and Secretary	September 2, 2011

Edward R. Byrd*	Senior Vice President and Chief Accounting Officer	September 2, 2011

Brian D. Klemens*	Vice President and Controller	September 2, 2011

Dewey P. Bushaw*	Executive Vice President	September 2, 2011

Denis P. Kalscheur*	Senior Vice President and Treasurer	September 2, 2011


REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940		x

Amendment No. 324		x


	10.		(a) Consent of Independent Registered Public Accounting Firm and Consent of Independent Auditors
			(Pacific Value and Pacific Value for Prudential Securities)³⁷



			(b) Consent of Independent Registered Public Accounting Firm and Consent of Independent Auditors
			(Pacific Value Select)³⁸



	11.		Not applicable

	12.		Not applicable

	13.		Powers of Attorney³⁷

¹		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0001017062-98-001683, filed on August 6, 1998 and incorporated by reference herein.


³		Included in Registrant’s Form 497, File No. 333-60833, Accession No. 0001017062-99-001498, filed on August 17, 1999, and incorporated by reference herein.

⁴		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0001017062-00-000578, filed on February 29, 2000, and incorporated by reference herein.


⁶		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0001017062-00-002449, filed on December 7, 2000, and incorporated by reference herein.

⁷		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0001017062-01-000458, filed on March 2, 2001, and incorporated by reference herein.

⁸		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0001017062-01-500166, filed on May 1, 2001, and incorporated by reference herein.

⁹		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0001017062-01-500473, filed on June 15, 2001, and incorporated by reference herein.


¹¹		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0001017062-02-000786 filed on April 30, 2002 and incorporated by reference herein.


¹³		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0001017062-03-000462, filed on March 18, 2003 and incorporated by reference herein.


¹⁵		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0001193125-03-015148, filed on June 30, 2003 and incorporated by reference herein.

¹⁶		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0001193125-03-043305, filed on August 28, 2003 and incorporated by reference herein.

¹⁷		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0001193125-04-031218, filed on February 27, 2004 and incorporated by reference herein.

¹⁸		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000892569-04-000263, filed on March 2, 2004 and incorporated by reference herein.

¹⁹		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000892569-04-000883, filed on October 15, 2004 and incorporated by reference herein.


²⁰		Included in Registrant’s Form N-4, File No. 333-93059, as Exhibit 8(e), Accession No. 0000892569-05-000253, filed on April 19, 2005 and incorporated by reference herein.

²¹		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000892569-05-000268 filed on April 21, 2005 and incorporated by reference herein.

²²		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000892569-05-000441 filed on June 15, 2005 and incorporated by reference herein.

²³		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000892569-05-000571 filed on August 2, 2005 and incorporated by reference herein.

²⁴		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000892569-06-000529 filed on April 18, 2006 and incorporated by reference herein.

²⁵		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000892569-06-001252 filed on October 19, 2006 and incorporated by reference herein.

²⁶		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000892569-07-000447, filed on April 17, 2007, and incorporated by reference herein.

²⁷		Included in Registrant’s Form N-4, File No. 333-141135, Accession No. 0000892569-07-001521, filed on December 12, 2007, and incorporated by reference herein.

²⁸		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000892569-08-000623, filed on April 22, 2008, and incorporated by reference herein.

²⁹		Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961, filed on July 2, 2008, and incorporated by reference herein.

³⁰		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000892569-08-001268, filed on September 11, 2008, and incorporated by reference herein.

³¹		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000892569-08-001557, filed on December 4, 2008, and incorporated by reference herein.

³²		Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-09-000061, filed on February 9, 2009, and incorporated by reference herein.

³³		Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-09-050719, filed on October 16, 2009, and incorporated by reference herein.

³⁴		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000950123-10-035855, filed on April 19, 2010, and incorporated by reference herein.

³⁵		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000950123-10-115915 filed on December 23, 2010, and incorporated by reference herein.

³⁶		Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0000950123-10-036181 filed on April 20, 2010, and incorporated by reference herein.

³⁷		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000950123-11-036409 filed on April 18, 2011, and incorporated by reference herein.


³⁸		Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000950123-11-061492 filed on June 24, 2011, and incorporated by reference herein.


1) Pacific Value — Approximately	139,732	Qualified
	56,827	Non-Qualified

2) Pacific Value for Prudential Securities — Approximately	66	Qualified
	106	Non-Qualified

3) Pacific Value Select — Approximately	0	Qualified
	0	Non-Qualified