EXHIBIT 23.2

                     OPINION AND CONSENT OF RICHARD J. WIRTH





       To Whom It May Concern:



       As Counsel to the Registrant, I am familiar with the market value
adjustment ("MVA") feature that is offered under the variable annuity contracts
(the "Contracts") and is registered on Form S-1.

       In connection with this opinion, I have reviewed the Contracts, the
Registration Statements, the Charter and By-Laws of the company, relevant
proceedings of the Board of Directors, and the provisions of Connecticut
insurance law relevant to the issuance of Contracts with the MVA added.

       Based upon this review, I am of the opinion that each of the Contracts,
when issued with the MVA will have been validly and legally issued as fully paid
and non-assessable securities.

       I hereby consent to the reference to my name under the caption "Legal
Matters" in the Prospectus contained in this initial Registration Statement on
Form S-1 filed by Separate Account MVA1 with the Securities and Exchange
Commission under the Securities Act of 1933.

                                       Very truly yours,






Dated: April 30, 2002                 /s/ Richard J. Wirth
                                       --------------------
                                       Richard J. Wirth, Counsel
                                       PHL Variable Insurance Company