0001193125-14-455268.txt : 20150129 0001193125-14-455268.hdr.sgml : 20150129 20141229145357 ACCESSION NUMBER: 0001193125-14-455268 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXA EQUITABLE LIFE INSURANCE CO CENTRAL INDEX KEY: 0000727920 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 135570651 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 2125541234 MAIL ADDRESS: STREET 1: 1290 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 FORMER COMPANY: FORMER CONFORMED NAME: AXA-EQUITABLE LIFE INSURANCE CO DATE OF NAME CHANGE: 20040928 FORMER COMPANY: FORMER CONFORMED NAME: EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES /NY/ DATE OF NAME CHANGE: 19920703 CORRESP 1 filename1.htm AXA EQUITABLE LIFE INSURANCE CO

AXA Equitable Life Insurance Company

1290 Avenue of the Americas

New York, NY 10104

VIA EDGAR SUBMISSION

December 29, 2014

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Jeffrey P. Riedler

 

  Re: AXA Equitable Life Insurance Company (the “Registrant”)

Registration Statement on Form S-3 File No. 333-197931

Dear Mr. Riedler:

We filed an initial Registration Statement via EDGAR on August 7, 2014 (the “Initial Registration Statement”), an amended Registration Statement on November 24, 2014 (the “First Amended Registration Statement”), a second amended Registration Statement on December 16, 2014 (the “Second Amended Registration Statement”), a third amended Registration Statement on December 19, 2014 (the “Third Amended Registration Statement”) and a fourth amended Registration Statement on December 24, 2014 (the “Fourth Amended Registration Statement”, and together with the Initial Registration Statement, the First Amended Registration Statement, the Second Amended Registration Statement, and the Third Amended Registration Statement, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “1933 Act”). The Registration Statement was filed to register a funding agreement, which will be named “Escrow Shield Plus Agreement” (the “Contract”) and will be offered on a continuous basis pursuant to Rule 415 under the 1933 Act.

Tandy Representation

On behalf of the Registrant, we hereby make the representations below regarding the above-referenced Registration Statement on Form S-3 and our request for acceleration of effectiveness, revised to reflect a comment we received from Christina De Rosa on December 29, 2014. The Registrant and the principal underwriter, AXA Distributors, LLC, are fully aware of their responsibilities under the Federal securities laws with respect to the request for acceleration of effectiveness and acknowledge that:

 

  1. should the Securities and Exchange Commission (the “Commission”) or the staff (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 Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

  3. the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Request for Acceleration

As previously requested, on behalf of the Registrant and the principal underwriter, AXA Distributors, LLC, we hereby request acceleration of the effectiveness of the Registration Statement, pursuant to Rule 461 under the 1933 Act, so that the Registration Statement will be declared effective on December 30, 2014, or any time prior thereto. In this connection, the Registrant and the principal underwriter, AXA Distributors, LLC, have authorized me to represent on their behalf that they are aware of their obligations under the 1933 Act.

Please contact Kimberly Karcewski Vargo at (202) 346-4304, Jason F. Monfort at (202) 346-4050 or Chris E. Palmer at
(202) 346-4253 with any questions.

 

Sincerely yours,

/s/ Shane Daly

Shane Daly,

Vice President and Associate General Counsel

AXA Equitable Life Insurance Company