United States securities and exchange commission logo





                                September 13, 2023

       Lyndsay Hatlelid
       Managing Director
       Brookfield Reinsurance Ltd.
       Ideation House, First Floor
       94 Pitts Bay Road,
       Pembroke, Bermuda HM08

                                                        Re: Brookfield
Reinsurance Ltd.
                                                            Registration
Statement on Form F-4
                                                            Filed August 18,
2023
                                                            File No. 333-274058

       Dear Lyndsay Hatlelid :

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-4

       Cover Page

   1.                                                   We note your use of the
term "paired entity" on page ii and throughout the prospectus.
                                                        Please clarify here and
throughout, if true, that "paired entity" is not a legal definition, or
                                                        provide an appropriate
discussion of the legal and other requirements, including any
                                                        relevant listing
requirements for your "paired entity" structure. Alternatively, please
                                                        clarify that "paired
entity" is your own designation and that Brookfield Corp and
                                                        Brookfield Reinsurance
Ltd are separate corporate entities where shareholders retain the
                                                        right to exchange
shares of one entity into a equivalent class of the other. Indicate that
                                                        there are material
differences between the rights of holders of your exchangeable shares
                                                        and holders of the
Brookfield Class A Shares under the governing documents of your
 Lyndsay         Hatlelid
FirstName  LastNameLyndsay          Hatlelid
Brookfield Reinsurance Ltd.
Comapany 13,
September  NameBrookfield
               2023         Reinsurance Ltd.
September
Page 2     13, 2023 Page 2
FirstName LastName
         company and Brookfield Corporation, respectively, and the applicable
laws. Include a
         cross reference to the discussion under "Comparison of Shareholder
Rights" on page 107.
2.       In the first full paragraph on page iii, indicate that the Listing
Condition is non-waivable.
3.       In the first paragraph on page ii you state that "Each class A
exchangeable share of our
         company is also exchangeable with Brookfield Corporation at the option
of the holder for
         one Brookfield Class A Share (subject to adjustment to reflect certain
capital events) or its
         cash equivalent (the form of payment to be determined at the election
of Brookfield
         Corporation),..." Please clarify here and throughout how this is "at
the option of the
         holder" in light of the fact that Brookfield Corporation can determine
the form of
         payment.
4.       Reference is made to the first sentence of the third paragraph on page
ii. State here and
         throughout the prospectus where applicable, the reason(s) why the
company deemed it
         necessary to increase the equity base and market capitalization of
Brookfield Reinsurance
         at this time.
About This Document, page vi

5.       Please remove this statement. The company is responsible for the
accuracy of the
         document throughout.
Will I Receive Distributions..., page 4

6.       Please discuss how these distributions differ from those of Brookfield
Corp. We note the
         third bullet point on page 7.
Have the Brookfield Reinsurance Board of Directors..., page 6

7.       Reference is made to the second paragraph on page 7. Please clarify
why you believe the
         offer is attractive in light of the fact that the exchange may have
tax consequences and
         there are a number of risks to the offer which you describe in the
Risk Factor section.
Summary, page 11

8.       Please provide an organizational chart showing the relationship
between the various
         Brookfield corporate entities such as Brookfield Corp, Brookfield
Reinsurance Ltd, and
         Brookfield Asset Management. Note any cross-exchangeable classes of
securities
         between the entities.
Recent Developments, page 13

9.       We note your discussion of the American Equity transaction, including
the fact that
         Brookfield Reinsurance will need to acquire the shares of Brookfield
Asset
         Management from Brookfield Corp. in order to complete the transaction.
While you
         disclose the impact on Brookfield Corp's ownership of Brookfield Asset
Management, and
         the impact on Brookfield Asset Management's public float, the
disclosure does not address
 Lyndsay        Hatlelid
Brookfield Reinsurance Ltd.
September 13, 2023
Page 3
         the possible impact on the capitalization of Brookfield Reinsurance.
To the extent that
         you expect to issue additional Class C shares, or to engage in a
subsequent exchange of
         Brookfield Reinsurance shares for shares of Brookfield Corp, revise
the disclosure so the
         exchanging shareholders can better understand the impact of the
American Equity
         transactions on capital structure.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Todd K Schiffman at 202-551-3491 or Christian Windsor
at 202-551-
3419 if you have questions regarding these comments.



FirstName LastNameLyndsay       Hatlelid                      Sincerely,
Comapany NameBrookfield Reinsurance Ltd.
                                                              Division of
Corporation Finance
September 13, 2023 Page 3                                     Office of Finance
FirstName LastName