EXHIBIT 23 (b)

                 OPINION AND CONSENT OF KATHLEEN A. MCGAH, ESQ.








                 OPINION AND CONSENT OF KATHLEEN A. MCGAH, ESQ.




To Whom It May Concern:

       As Counsel to the Registrant, I am familiar with the single premium
indexed modified guaranteed annuity contract and its market value adjustment
("MVA") feature, marketed under the name "Phoenix Foundations Equity Index
Annuity" and registered on Form S-1.

       In connection with this opinion, I have such documents and such law as I
considered necessary and appropriate, and on the basis of such review, it is my
opinion that each of the Contracts, when issued as contemplated by the Form S-1
registration statement, will constitute valid and legally issued fully paid and
non-assessable securities.

       I hereby consent to the reference to my name under the caption "Experts"
in the Prospectus contained in this Registration Statement on Form S-1 filed by
PHL Variable Insurance Company with the Securities and Exchange Commission under
the Securities Act of 1933.



                           Very truly yours,



                           /s/Kathleen A. McGah
                           --------------------
                           Kathleen A. McGah, Vice President and Counsel
                           Phoenix Life Insurance Company



Dated: April 7, 2006