EXHIBIT 23.3

                 Opinion and Consent of Brian A. Giantonio, Esq.















To Whom It May Concern:



     As Counsel to the Registrant, I am familiar with the Market Value
Adjustment ("MVA") investment options that are offered under the variable
annuity contracts (the "Contracts") and registered on Form S-1.

     In connection with this opinion, I have reviewed the Registration Statement
and the provisions of federal income tax laws relevant to the issuance of
Contracts with the MVA investment options.

     Based upon this review, I am of the opinion that each of the Contracts,
when issued with the MVA investment options will have been validly and legally
issued.

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



                                Very truly yours,






Dated: May 1, 2003              /s/ Brian A. Giantonio
                                ----------------------
                                Brian A. Giantonio, Vice President, Tax and
                                ERISA Counsel
                                PHL Variable Insurance Company