EXHIBIT 23 (c)

                      CONSENT OF BRIAN A. GIANTONIO, ESQ.








                      CONSENT OF BRIAN A. GIANTONIO, 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 reviewed the Registration
Statement and the provisions of federal income tax laws relevant to the issuance
of these 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 "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/ Brian A. Giantonio
                           ----------------------
                           Brian A. Giantonio, Vice President and Counsel
                           Phoenix Life Insurance Company



Dated: April 7, 2006