April 13, 2012
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE: | PHL Variable Insurance Company |
Post-Effective Amendment No. 2 on Form S-1, File No. 333-164872 |
Filed via EDGAR on April 11, 2012, SEC Accession Number 0001193125-12-158984 |
To the Commission Staff:
In connection with the request that the effectiveness of the above referenced Post-Effective Amendment to the Registration Statement be accelerated to May 30, 2012, the Registrant acknowledges that:
1. | should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
2. | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company of its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
3. | the Registrant will not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please direct any questions or comments concerning the Post-Effective Amendment to Lois McGuire at (860) 403-5878 or Kate Johnson at (860) 403-6486.
Sincerely,
/s/ Kathleen A. McGah |
Kathleen A. McGah |
Vice President and Assistant Secretary |
PHL Variable Insurance Company |