EXHIBIT 23.(b)

                 OPINION AND CONSENT OF KATHLEEN A. MCGAH, ESQ.





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
"Experts" in the Prospectus contained in this Registration Statement on Form
S-1(Post-Effective Amendment POS AM) filed by PHL Variable Insurance Company
with the Securities and Exchange Commission under the Securities Act of 1933.



                                   Very truly yours,






Dated: April 24, 2006              /s/ Kathleen A. McGah
                                   ---------------------
                                   Kathleen A. McGah, Vice President and Counsel
                                   PHL Variable Insurance Company