COVER 5 filename5.txt Sun Jin Moon Vice President and Counsel (212) 314-2120 Fax (212) 314-3953 September 17, 2009 VIA ELECTRONIC "EDGAR" FILING Securities and Exchange Commission 100 F Street, N.W. Washington, D.C. 20549 RE: AXA Equitable Life Insurance Company Form S-3 Registration Statement CIK 0000727920 Commissioners: On behalf of AXA Equitable Life Insurance Company ("AXA Equitable"), we are filing herewith, via EDGAR, AXA Equitable's Form S-3 Registration Statement ("Registration Statement") under the Securities Act of 1933, as amended ("1933 Act"), with respect to interests ("Interests") in the Variable Indexed Option ("VIO") to be offered under certain variable life insurance policies offered by AXA Equitable. Purpose of the Filing We are filing this Registration Statement to register interests in the VIO, which will be an additional investment option under certain variable life insurance policies.(1) Policyholders can invest in a VIO Segment and participate in the performance of the S&P 500 Index, excluding dividends (the "Index"). At the end of a Segment Term, which lasts approximately one year, the performance of the Index is applied to the policy account in the Segment, subject to certain limitations. The VIO provides downside protection by absorbing any negative performance of the Index up to -25% for the Segment Term. We reserve the right to increase the amount of downside protection for future Segments. The VIO also has a limit on positive performance via the Growth Cap Rate which can vary from Segment to Segment. Eligibility for Form S-3 AXA Equitable meets the Registrant Requirements set forth in General Instruction I(A) of Form S-3. AXA Equitable is organized under the laws of New York and has its principal business operations in the United States. AXA Equitable is required to file reports pursuant to Section 15(d) of the Securities Exchange Act of 1934 (the "1934 Act") and has filed all reports for the previous 12 calendar months in accordance with General Instruction I(A)(3). Finally, AXA Equitable is not disqualified from using Form S-3 under any of the provisions of General Instruction I(A). The offering of the Interests meets the Transaction Requirements set forth in General Instruction I(B)(2) of Form S-3. AXA Equitable intends to obtain for the Interests an "investment grade" rating, such that the Interests will be "non-convertible investment grade securities" within the meaning of the Transaction Requirement in General Instruction I.B.2 to Form S-3(2). Registrant's Timetable The Registrant does not expect to request effectiveness of the enclosed Form S-3 until approximately December 9, 2009. The Registrant, however, is making the enclosed filing well in advance of that date, in order to allow ample time to address any Commission staff comments. Any questions or comments concerning the enclosed Form S-3 should directed to the undersigned or, in my absence, to Tom Lauerman (202-965-8156). Sincerely, /s/ Sun Jin Moon ---------------------- Sun Jin Moon ------------------------- (1) We plan on initially offering the VIO with the IL Optimizer variable life insurance policy (333-103199) (2) Instruction 3. to the Signature requirement in Form S-3 makes clear that such a rating need not have been obtained at the time a Form S-3 is filed, so long as the registrant reasonably believes (and represents) that such a rating will be obtained by the time that sales occur. AXA Equitable has made this representation in the enclosed Form S-3.