COVER 6 filename6.txt MONY Life Insurance Company MONY Life Insurance Company of America 1290 Avenue of the Americas New York, New York 10104 Dodie Kent Vice President and [MONY -- An AXA Financial Company LOGO] Associate General Counsel (212) 314-3970 Fax (212) 707-1791 LAW DEPARTMENT April 27, 2012 VIA EDGAR --------- Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: MONY Life Insurance Company of America ("MONY America") Post-Effective Amendment No. 2 to Registration Statement File No. 333-177419 CIK 0000835357 ---------------------------------------------------------- Commissioners: On behalf of MONY Life Insurance Company of America ("MONY America"), we are filing herewith, electronically via EDGAR, MONY America's Post-Effective Amendment No. 2 to it's Registration Statement ("Registration Statement") under the Securities Act of 1933, as amended ("1933 Act"), with respect to guaranteed interest account with market value adjustment interests ("MVA interests") under certain flexible premium annuity contracts (the "Contracts") offered by MONY America. Purpose of the Filing We are filing this Registration Statement to amend Post-Effective Amendment No. 1, filed March 13, 2012. Request for Expedited Review Because the Registration Statement includes primarily prospectuses and other information that were included in the prior Form S-3 registration statement and amendments thereto, we believe expedited review of the Registration Statement is appropriate. In particular, the Registration Statement includes the May 1, 2012 prospectuses for the MONY Variable Annuity and MONY Custom Master Contracts. The other changes to the prospectus are of a stylistic nature or necessitated by the annual update. If the Registration Statement were eligible to be filed pursuant to Rule 424 under the 1933 Act, the Company would make the filing pursuant to Rule 424 (b)(3) because it does not include any material changes from previous filings. I have reviewed the Registration Statement, and it does not include any disclosures that would render it ineligible to become effective under Rule 424 (b)(3) (assuming that the Registration Statement would be eligible for Rule 424 generally). In these circumstances, we believe a limited staff review is appropriate. Tandy Representation On behalf of the Company (the "Registrant"), we hereby make the representations below regarding the above-referenced registration statement on Form S-1 and our request for acceleration of effectiveness. The Registrant and principal underwriter are fully aware of their responsibilities under the Federal securities laws with respect to the request for acceleration of effectiveness. 1. Should the Securities and Exchange Commission (the "Commission") or its 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 actions 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. 3. The Registrant may 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. Request For Acceleration On behalf of MONY America and the principal underwriters, AXA Distributors, LLC and AXA Advisors, 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 April 30, 2012. In this connection, MONY America and the principal underwriters, AXA Distributors, LLC and AXA Advisors, LLC, have authorized me to represent on their behalf that they are aware of their obligations under the 1933 Act. Please contact the undersigned at (212) 314-3970 or Christopher E. Palmer, Esq. of Goodwin Procter at 202-346-4253, if you have any questions or further comments. Very truly yours, /s/ Dodie Kent ----------------------------- Dodie Kent cc: Christopher E. Palmer, Esq. MONY LIFE INSURANCE COMPANY OF AMERICA 1290 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10104