Pacific Life Insurance Company Separate Account A Destinations O

/s/ SHARON A. CHEEVER

December 14, 2012

Sharon A. Cheever

as attorney-in-fact

Title of Securities Being Registered: Interests in the Separate Account under Pacific Destinations O-Series individual flexible premium variable annuity contracts.

(Included in Registrant’s Form N-4, File No. 333-175279, Accession No. 0000950123-12-006434 filed on April 24, 2012, supplemented July 30, 2012, Accession No. 0001193125-12-320029, and incorporated by reference herein.)

(Included in Registrant’s Form N-4, File No. 333-175279, Accession No. 0000950123-12-006434 filed on April 24, 2012, and incorporated by reference herein.)

for the Destinations, Destinations B and Destinations O-Series variable annuity contracts

Capitalized terms used in this supplement are defined in the applicable Prospectus 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, 2012, as supplemented.

On or about January 1, 2013, the portfolio manager for the Pacific Select Fund Large-Cap Growth Investment Option will be replaced with BlackRock Investment Management, LLC.

For more information on the manager change, see the Pacific Select Fund prospectus. You can obtain a Pacific Select Fund prospectus and any supplements by contacting your financial advisor or online at www.PacificLife.com/PacificSelectFund.htm.

Supplement dated December 17, 2012 to the Prospectus dated May 1, 2012 for the

Pacific Destinations O-Series variable annuity contract issued by Pacific Life Insurance Company

Capitalized terms used in this supplement are defined in the Prospectus 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, 2012, as supplemented.

The purpose of this supplement is to add additional Investment Options and amend other related disclosure.

On or about February 1, 2013, the following Investment Options will be available:

For more information on the new Fund portfolios, including a discussion of the investment techniques, charges and expenses, and risks associated with each portfolio’s investments, see the applicable Fund prospectus. You can obtain an applicable Fund prospectus by contacting your financial advisor or online at www.PacificLife.com.

The first paragraph of the Transfers and Market-timing Restrictions subsection of the OVERVIEW section is replaced with the following:

You can transfer among Investment Options any time, subject to certain limitations, until your Annuity Date without paying any current income tax. Transfers are limited to 25 for each calendar year. Only 2 transfers per month may involve the BlackRock Global Allocation V.I. Fund, GE Investments Total Return Fund, International Value, International Small-Cap, International Large-Cap, Emerging Markets, Emerging Markets Debt, First Trust/Dow Jones Dividend & Income Allocation Portfolio, Fidelity VIP FundsManager 60%^® Portfolio, Lord Abbett International Core Equity Portfolio, Mutual Global Discovery Securities Fund, Templeton Global Bond Securities Fund or PIMCO Global Multi-Asset Investment Options. In addition, only 2 transfers into or out of each Lord Abbett Bond Debenture, MFS Utilities, or Van Eck Global Hard Assets Investment Option may occur in any calendar month. If you have used all 25 transfers in a calendar year, you may make 1 additional transfer of all or a portion of your Variable Account Value to the Cash Management Investment Option before the start of the next calendar year. You can also make systematic transfers by enrolling in our dollar cost averaging, portfolio rebalancing or earnings sweep programs. Transfers made under these systematic transfer programs or automatic quarterly rebalancing under the Custom Model program are excluded from these limitations. Some restrictions may apply to transfers to or from any fixed option.

The Investment Advisers subsection under the YOUR INVESTMENT OPTIONS section is amended to include the following:

American Century Investment Management, Inc. is the investment adviser of the American Century Variable Portfolios, Inc.

Franklin Advisory Services, LLC is the investment adviser for the Franklin Rising Dividends Securities Fund. This portfolio is part of the Franklin Templeton Variable Insurance Products Trust.

Strategic Advisers, Inc., an affiliate of Fidelity Management & Research Company, is the investment advisor for the Fidelity VIP FundsManager 60%^® Portfolio. Fidelity Management & Research Company is the investment adviser for the Fidelity VIP Contrafund^® Portfolio. These portfolios are part of the Fidelity Variable Insurance Products Funds.

Janus Capital Management LLC is the investment adviser of the Janus Aspen Series.

Van Eck Associates Corporation is the investment adviser of the Van Eck VIP Trust.

The first paragraph of the Transfers and Market-timing Restrictions subsection of the HOW YOUR PURCHASE PAYMENTS ARE ALLOCATED section is replaced with the following:

Transfers are allowed 30 days after the Contract Date. Currently, we are not enforcing this restriction but we reserve the right to enforce it in the future. Once your Purchase Payments are allocated to the Investment Options you selected, you may transfer your Account Value less Loan Account Value from any Investment Option to any other Investment Option, except the DCA Plus Fixed Option. Transfers are limited to 25 for each calendar year. Only 2 transfers in any calendar month may involve any of the following Investment Options: BlackRock Global Allocation V.I. Fund, GE Investments Total Return Fund, International Value, International Small-Cap, International Large-Cap, Emerging Markets, Emerging Markets Debt, First Trust/Dow Jones Dividend & Income Allocation Portfolio, Fidelity VIP FundsManager 60%^® Portfolio, Lord Abbett International Core Equity Portfolio, Mutual Global Discovery Securities Fund, Templeton Global Bond Securities Fund, or PIMCO Global Multi-Asset. In addition, only 2 transfers into or out of each Lord Abbett Bond Debenture, MFS Utilities, or Van Eck Global Hard Assets Investment Option may occur in any calendar month.

The following portfolio has been added as an allowable Investment Option under the Investment Allocation Requirements subsection in the OPTIONAL LIVING BENEFIT RIDERS section:

The second paragraph of the Service Arrangements subsection under the ADDITIONAL INFORMATION section is amended to include the following:

American Century Services, LLC pays us for each American Century Variable Portfolios, Inc. portfolio (Class II) held by our separate accounts. Janus Capital Management LLC, pays us for each Janus Aspen Series portfolio (Service Class) held by our separate accounts. Van Eck Securities Corporation, pays us for each Van Eck VIP Trust portfolio (Class S) held by our separate accounts.

The term Fund under the TERMS USED IN THIS PROSPECTUS section is amended to include the following:

American Century Variable Portfolios, Inc., Janus Aspen Series, and Van Eck VIP Trust.

Audited Financial Statements dated as of December 31, 2011 and for each of the periods presented which are incorporated by reference from the 2011 Annual Report include the following for Separate Account A:

Audited Consolidated Financial Statements dated as of December 31, 2011 and 2010, and for each of the three years in the period ended December 31, 2011, included in Part B include the following for Pacific Life:


2.	Not applicable

3.	(a)	Distribution Agreement between Pacific Life Insurance Company, Pacific Life & Annuity Company and Pacific Select Distributors, Inc. (PSD); included in Registrant’s Form N-4, File No. 333-175279, Accession No. 0000950123-11-063391 filed on July 1, 2011, and incorporated by reference herein.

	(b)	Form of Selling Agreement between Pacific Life, PSD and Various Broker Dealers; included in Registrant’s Form N-4, File No. 033-88460, Accession No. 0000892569-06-000528 filed on April 18, 2006, and incorporated by reference herein.

4.	(a)	Individual Flexible Premium Deferred Variable Annuity Contract (Form No. ICC 11:10-1212); included in Registrant’s Form N-4, File No. 333-175279, Accession No. 0000950123-11-063391 filed on July 1, 2011, and incorporated by reference herein.

	(b)	(1)	403(b) Tax-Sheltered Annuity Rider (Form No. 20-1156); included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-001559 filed on December 4, 2008, and incorporated by reference herein.

	(c)	Section 457 Plan Rider (Form No. 24-123799); included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-06-000999 filed on August 14, 2006, and incorporated by reference herein.

	(d)	Individual Retirement Annuity Rider (Form No. 20-18900); included in Registrant’s Form N-4, File No. 033-88460, Accession No. 0001017062-02-002150 filed on December 19, 2002, and incorporated by reference herein.

	(e)	Roth Individual Retirement Annuity Rider (Form No. 20-19000); included in Registrant’s Form N-4, File No. 033-88460, Accession No. 0001017062-02-002150 filed on December 19, 2002, and incorporated by reference herein.

	(f)	SIMPLE Individual Retirement Annuity Rider (Form No. 20-19100); included in Registrant’s Form N-4, File No. 033- 88460, Accession No. 0001017062-02-002150 filed on December 19, 2002, and incorporated by reference herein.

	(g)	Qualified Retirement Plan Rider (Form No. 20-14200); included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-06-000999 filed on August 14, 2006, and incorporated by reference herein.

	(h)	DCA Plus Fixed Option Rider (Form No. 20-1103); included in Registrant’s Form N-4, File No. 033-88460, Accession No. 0001193125-03-099259 filed on December 24, 2003, and incorporated by reference herein.

	(i)	Guaranteed Withdrawal Benefit III-B Rider (Form No. ICC 10:20-1186); included in Registrant’s Form N-4, File No. 333-168284, Accession No. 0000950123-10-067409 filed on July 23, 2010, and incorporated by reference herein.

	(j)	Stepped-Up Death Benefit Rider (Form No. 20-1172); included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0000950123-09-025183 filed on July 24, 2009, and incorporated by reference herein.

	(k)	Guaranteed Withdrawal Benefit VI Rider — Single Life (Form No. ICC 11:20-1202); included in Registrant’s Form N-4, File No. 333-168284, Accession No. 0000950123-10-036766 filed on April 19, 2011, and incorporated by reference herein.

	(l)	Guaranteed Withdrawal Benefit VI Rider — Joint Life (Form No. ICC 11:20-1203); included in Registrant’s Form N-4, File No. 333-168284, Accession No. 0000950123-10-036766 filed on April 19, 2011, and incorporated by reference herein.

	(m)	DCA Plus Fixed Option Rider (Form No. ICC 11:20-1219); included in Registrant’s Form N-4, File No. 333-175279, Accession No. 0000950123-11-063391 filed on July 1, 2011, and incorporated by reference herein.

5.	(a)	Variable Annuity Application (Form No. ICC 11:25-1212); included in Registrant’s Form N-4, File No. 333-175279, Accession No. 0000950123-11-087119 filed on September 28, 2011, and incorporated by reference herein.

6.	(a)	PacificLife’s Articles of Incorporation; 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.

	(b)	By-laws of Pacific Life; 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.

	(c)	Pacific Life’s Restated Articles of Incorporation; included in Registrant’s Form N-4, File No. 033-88460, Accession No. 0000892569-06-000528 filed on April 18, 2006, and incorporated by reference herein.

	(d)	By-laws of Pacific Life As Amended September 1, 2005; included in Registrant’s Form N-4, File No. 033-88460, Accession No. 0000892569-06-000528 filed on April 18, 2006, and incorporated by reference herein.

7.	Not applicable

8.	(a)	Pacific Select Fund Participation Agreement; included in Registrant’s Form N-4, File No. 33-88460, Accession No. 0001017062-01-500083 filed on April 25, 2001, and incorporated by reference herein.

	(b)	Form of AllianceBernstein Variable Products Series Fund, Inc. Participation Agreement; 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.

	(c)	Form of BlackRock Variable Series Fund, Inc. Participation Agreement; 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.

		(1)	Amendment to Participation Agreement; 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.

	(d)	Form of Franklin Templeton Variable Insurance Products Trust Participation Agreement; 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.

		(1)	First Amendment to Participation Agreement; 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.

		(2)	Second Amendment to Participation Agreement; included in Registrant’s Form N-4, File No. 333-168284, Accession No. 0000950123-10-036766 filed on April 19, 2011, and incorporated by reference herein.

	(e)	Form of AllianceBernstein Investments, Inc. Administrative Services Agreement; 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.

	(f)	Form of BlackRock Distributors, Inc. Administrative Services Agreement; 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.

		(1)	Amendment to Administrative Services Agreement; 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.

	(g)	Form of Franklin Templeton Services, LLC Administrative Services Agreement; 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.

		(1)	First Amendment to Administrative Services Agreement; 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.

		(2)	Second Amendment to Administrative Services Agreement

		(3)	Third Amendment to Administrative Services Agreement

	(h)	Form of GE Investments Funds, Inc. Participation Agreement; included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-001559 filed on December 4, 2008, and incorporated by reference herein.

		(1)	Amendment to Participation Agreement; 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.

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

	(j)	Form of GE Investments Funds, Inc. Investor Services Agreement; 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.

		(1)	First Amendment to Investor Services Agreement; 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.

	(k)	Form of PIMCO Variable Insurance Trust Participation Agreement; 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.

		(1)	First Amendment to Participation Agreement; included in Registrant’s Form N-4, File No. 333-168284, Accession No. 0000950123-10-036766 filed on April 19, 2011, and incorporated by reference herein.

		(2)	Second Amendment to Participation Agreement; included in Registrant’s Form N-4, File No. 333-168284, Accession No. 0000950123-10-036766 filed on April 19, 2011, and incorporated by reference herein.

	(l)	Form of Allianz Global Investors Distributors LLC Selling Agreement; 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.

	(m)	Form of PIMCO LLC Services Agreement; 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.

		(1)	Amendment to Services Agreement

	(n)	Form of MFS Variable Insurance Trust Participation Agreement; 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.

		(1)	First Amendment to Participation Agreement; 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.

		(2)	Second Amendment to Participation Agreement; included in Registrant’s Form N-4, File No. 333-168284, Accession No. 0000950123-10-036766 filed on April 19, 2011, and incorporated by reference herein.

	(o)	Form of MFS Variable Insurance Trust Administrative Services Agreement; 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.

	(p)	Form of Lord Abbett Series Fund, Inc. Fund Participation Agreement; included in Registrant’s Form N-4, File No. 333- 168284, Accession No. 0000950123-10-067409 filed on July 23, 2010, and incorporated by reference herein.

	(q)	Form of Lord Abbett Series Fund, Inc. Service Agreement; included in Registrant’s Form N-4, File No. 333-168284, Accession No. 0000950123-10-067409 filed on July 23, 2010, and incorporated by reference herein.

	(r)	Form of Lord Abbett Series Fund, Inc. Administrative Services Agreement; included in Registrant’s Form N-4, File No. 333-168284, Accession No. 0000950123-10-067409 filed on July 23, 2010, and incorporated by reference herein.

	(s)	Participation Agreement with Fidelity Variable Insurance Products (Variable Insurance Products Funds, Variable Insurance Products Fund II, Variable Insurance Products Fund III and Variable Insurance Products Funds V); included in Registrant’s Form N-4, File No. 333-175279, Accession No. 0000950123-12-006434 filed on April 24, 2012, and incorporated by reference herein.

		(1)	First Amendment to Participation Agreement; included in Registrant’s Form N-4, File No. 333-175279, Accession No. 0000950123-12-006434 filed on April 24, 2012, and incorporated by reference herein.

		(2)	Second Amendment to Participation Agreement; included in Registrant’s Form N-4, File No. 333-175279, Accession No. 0000950123-12-006434 filed on April 24, 2012, and incorporated by reference herein.

	(t)	Service Contract with Fidelity Distributors Corporation; included in Registrant’s Form N-4, File No. 333-175279, Accession No. 0000950123-12-006434 filed on April 24, 2012, and incorporated by reference herein.

		(1)	Amendment to Service Contract; included in Registrant’s Form N-4, File No. 333-175279, Accession No. 0000950123-12-006434 filed on April 24, 2012, and incorporated by reference herein.

	(u)	Participation Agreement with First Trust Variable Insurance Trust; included in Registrant’s Form N-4, File No. 333- 175279, Accession No. 0000950123-12-006434 filed on April 24, 2012, and incorporated by reference herein.

	(v)	Administrative Services Agreement with First Trust Variable Insurance Trust; included in Registrant’s Form N-4, File No. 333-175279, Accession No. 0000950123-12-006434 filed on April 24, 2012, and incorporated by reference herein.

	(w)	Support Agreement with First Trust Advisors L.P.; included in Registrant’s Form N-4, File No. 333-175279, Accession No. 0000950123-12-006434 filed on April 24, 2012, and incorporated by reference herein.

	(x)	Form of American Century Investment Services, Inc. Participation Agreement; Included in Registrant’s Form N-6, File No. 333-150092, Accession Number 000950123-12-006370 filed on April 23, 2012.

	(y)	Form of American Century Investment Services, Inc. Administrative Services Agreement; Included in Registrant’s Form N-6, File No. 333-150092, Accession Number 000950123-12-006370 filed on April 23, 2012.

		(1)	First Amendment to Administrative Services Agreement

	(z)	Participation Agreement with Janus Aspen Series; Included in Registrant’s Form N-6, File No. 333-118913, Accession Number 000892569-07-000444 filed on April 16, 2007.

		(1)	First Amendment to Participation Agreement

	(aa)	Distribution and Shareholder Service Agreement with Janus Capital Management LLC.; Included in Registrant’s Form N- 6, File No. 333-118913, Accession Number 000892569-07-000444 filed on April 16, 2007.

	(bb)	Administrative Services Agreement with Janus Distributors LLC; Included in Registrant’s Form N-6, File No. 333-118913, Accession Number 000892569-07-000444 filed on April 16, 2007.

	(cc)	Form of Lord Abbett Series Fund, Inc. Fund Participation Agreement; Included in Registrant’s Form N-4, File No. 333-168284, Accession No. 0000950123-10-067409 filed on July 23, 2010, and incorporated by reference herein.

	(dd)	Form of Lord Abbett Series Fund, Inc. Service Agreement; Included in Registrant’s Form N-4, File No. 333-168284, Accession No. 0000950123-10-067409 filed on July 23, 2010, and incorporated by reference herein.

	(ee)	Form of Lord Abbett Series Fund, Inc. Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-168284, Accession No. 0000950123-10-067409 filed on July 23, 2010, and incorporated by reference herein.

	(ff)	Form of Lord Abbett Series Fund, Inc. Support Payment Agreement

		(1)	First Amendment to Support Payment Agreement

	(gg)	Participation Agreement with Van Eck Worldwide Insurance Trust; Included in Registrant’s Form N-6, File No. 033-21754, Accession No. 0000892569-05-000254 filed on April 19, 2005, and incorporated by reference herein.

		(1)	First Amendment to Participation Agreement

	(hh)	Service Agreement with Van Eck Securities Corporation; Included in Registrant’s Form N-6, File No. 333-118913, Accession No. 0000892569-05-000054 filed on February 10, 2005, and incorporated by reference herein.

		(1)	First Amendment to Service Agreement

9.	Opinion and Consent of legal officer of Pacific Life Insurance Company as to the legality of Contracts being registered; included in Registrant’s Form N-4, File No. 333-175279, Accession No. 0000950123-11-063391 filed on July 1, 2011, and incorporated by reference herein.

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 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 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.

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.

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) 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. 3 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 14^th day of December, 2012.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

(Powers of Attorney are contained in Post-Effective Amendment No. 1 of the Registration Statement filed on Form N-4 for Separate Account A, File No. 333-175279, Accession No. 0000950123-12-006434, filed on April 24, 2012, as Exhibit 13).


		REGISTRATION STATEMENT
		*UNDER*
		*THE SECURITIES ACT OF 1933*		x
		Pre-Effective Amendment No.		¨
		Post-Effective Amendment No. 3		x


		REGISTRATION STATEMENT
		*UNDER*
		*THE INVESTMENT COMPANY ACT OF 1940*		x
		Amendment No. 369		x


JANUS ASPEN SERIES	INVESTMENT GOAL	MANAGER
Janus Aspen Balanced Portfolio Service Shares	Seeks long-term capital growth, consistent with preservation of capital and balanced by current income.	Janus Capital Management LLC


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

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


10.		Consent of Independent Registered Public Accounting Firm and Consent of Independent Auditors; included in Registrant’s Form N-4, File No. 333-175279, Accession No. 0000950123-12-006434 filed on April 24, 2012, and incorporated by reference herein.

11.		Not applicable

12.		Not applicable

13.		Powers of Attorney; included in Registrant’s Form N-4, File No. 333-175279, Accession No. 0000950123-12-006434 filed on April 24, 2012, and incorporated by reference herein.


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

Khanh T. Tran		Director and President

Adrian S. Griggs		Executive Vice President and Chief Financial 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


	Jurisdiction of Incorporation or Organization	Percentage of Ownership by its 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 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
PL Regatta Member, LLC	Delaware		100
Regatta Apartments Investors, LLC	Delaware		90
Pacific Asset Loan LLC	Delaware		100
PL Vintage Park Member, LLC	Delaware		100
PL Broadstone Avena Member, LLC	Delaware		100
Broadstone Avena Investors, LLC	Delaware		90
PAR Industrial LLC	Delaware		100
Pacific Asset Loan LLC	Delaware		100
PL Vintage Park Member, LLC	Delaware		100
PL Broadstone Avena Member, LLC	Delaware		100
PAR Industrial LLC	Delaware		100
Confederation Life Insurance and Annuity Company	Georgia		100
Pacific Asset Advisors LLC	Delaware		100
Pacific Life Fund Advisors LLC	Delaware		100
Pacific Alliance Reinsurance Company of Vermont	Vermont		100
Pacific Global Advisors LLC	Delaware		100
Pacific Services Canada Limited	Canada		100
Aviation Capital Group Corp.	Delaware		100
ACG Acquisition 4063 LLC	Delaware		100
ACG Acquisition 4084 LLC	Delaware		100
ACG Acquisition Ireland III Limited	Ireland		100
ACG Acquisition Ireland V Ltd.	Ireland		100
ACG Acquisition 4658 LLC	Delaware		100
ACG Acquisition 4913 LLC	Delaware		100
ACG Acquisition 4941 LLC	Delaware		100
ACG Acquisition 4942 LLC	Delaware		100
ACG Acquisition 4891 LLC	Delaware		100
ACG Acquisition 5047 LLC	Delaware		100
ACG Acquisition 5048 LLC	Delaware		100
ACG Acquisition 5063 LLC	Delaware		100
ACG Acquisition 5136 LLC	Delaware		100
ACG Acquisition 38105 LLC	Delaware		100
ACG Acquisition 38106 LLC	Delaware		100
ACG Acquisition 4864 LLC	Delaware		100
ACG Acquisition 4883 LLC	Delaware		100
ACG Acquisition 5096 LLC	Delaware		100
ACG Acquisition 5193 LLC	Delaware		100
ACG Acquisition 5278 LLC	Delaware		100
ACG Acquisition 5299 LLC	Delaware		100
ACG Acquisition 38884 LLC	Delaware		100
ACG Acquisition 38885 LLC	Delaware		100
ACG Acquisition 39891 LLC	Delaware		100
ACG Acquisition 40547 LLC	Delaware		100
ACG ECA Ireland Limited	Ireland		100
ACG Bermuda Leasing Limited	Bermuda		100
ACG Acquisition BR 2012-10A LLC	Delaware		100
ACG Acquisition BR 2012-10B LLC	Delaware		100
ACG Acquisition BR 2012-11 LLC	Delaware		100
ACG Acquisition BR 2013-02 LLC	Delaware		100
ACG Acquisition 2688 LLC	Delaware		100
ACGFS LLC	Delaware		100
ACG International Ltd.	Bermuda		100
ACG Capital Partners LLC	Delaware		100
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 2004-1 Ireland 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
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 ECA Bermuda Limited	Ireland		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 30271 LLC	Delaware		100
ACG Acquisition 30744 LLC	Delaware		100
ACG Acquisition 30745 LLC	Delaware		100
ACG Acquisition 30293 LLC	Delaware		100
ACG Acquisition 1176 LLC	Delaware		100
ACG Acquisition 30277 LLC	Delaware		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
Aviation Capital Group Singapore Pte. Ltd.	Singapore		100
ACG International Ltd.	Bermuda		100
ACG Capital Partners Singapore Pte. Ltd.	Singapore		50
ACGCPS 2011 Pte. Ltd.	Singapore		100
ACG Capital Partners Bermuda Limited	Bermuda		100
ACG Capital Partners LLC	Delaware		100
ACG Acquisition 30288 LLC	Delaware		100
ACG Capital Partners Ireland Limited	Ireland		100
ACGCP Acquisition 979 LLC	Delaware		100
Bellevue Coastal Leasing LLC	Washington		100
ACG Trust 2009-1 Holding LLC	Delaware		100
ACG Funding Trust 2009-1	Delaware		100
ACG Acquisition 29677 LLC	Delaware		100
CIAF Leasing	Egypt		10
CIAF Leasing 1 Limited	Ireland		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
UnderwriteMe Limited	U.K.		51
Pacific Alliance Reinsurance Ltd.	Bermuda		100
Pacific Life Reinsurance (Barbados) Ltd.	Barbados		100
Pacific Alliance Excess Reinsurance Company	Vermont		100


Pacific Destinations O-Series—Approximately		493 Qualified

		942 Non Qualified


SEPARATE ACCOUNT A (Registrant)

By:		PACIFIC LIFE INSURANCE COMPANY


By:
		James T. Morris* Director, Chairman and Chief Executive Officer

By:		PACIFIC LIFE INSURANCE COMPANY
		(Depositor)

By:
		James T. Morris* Director, Chairman and Chief Executive Officer


Signature	Title	Date

	Director, Chairman and Chief Executive Officer	December 14, 2012
James T. Morris*

	Director and President	December 14, 2012
Khanh T. Tran*

	Executive Vice President and Chief Financial Officer	December 14, 2012
Adrian S. Griggs*

	Director, Senior Vice President and General Counsel	December 14, 2012
Sharon A. Cheever*

	Director, Vice President and Secretary	December 14, 2012
Jane M. Guon*

	Senior Vice President and Chief Accounting Officer	December 14, 2012
Edward R. Byrd*

	Vice President and Controller	December 14, 2012
Brian D. Klemens*

	Executive Vice President	December 14, 2012
Dewey P. Bushaw*

	Senior Vice President and Treasurer	December 14, 2012
Denis P. Kalscheur*