EXHIBIT 23.(c)

                       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
"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/ Brian A. Giantonio
                                          ----------------------
                                          Brian A. Giantonio, Vice President,
                                          Tax and ERISA Counsel
                                          PHL Variable Insurance Company