April 9, 2021

              VIA E-MAIL

              Chris Jefferson, Esq.
              Vice President and Senior Counsel
              Athene Annuity and Life Company
              7700 Mills Civic Parkway
              West Des Moines, IA 50266

              Re:            Athene Annuity and Life Company
                             Initial Registration Statement on Form S-1
                             File No. 333-252851

                             Athene Annuity and Life Company
                             Initial Registration Statement on Form S-1
                             File No. 333-252893

              Dear Mr. Jefferson:

                      On February 8, 2021 and February 9, 2021, you filed the
above-referenced initial
              registration statements on Forms S-1 on behalf of Athene Annuity
and Life Company (the
                 Company   ). Where a comment is made with regard to the
disclosure in one location, it is
              applicable to all similar disclosure appearing elsewhere in the
registration statements.1 Also,
              unless otherwise specified, comments apply to disclosure in both
registration statements to the
              extent applicable (e.g. comments relating to the Segment Fee do
not apply to the No Fee version
              of the Contract, File No. 333-252893).

              General

                      1. Please confirm that all missing information, including
all exhibits and financial
                         statements, will be filed in a pre-effective amendment
to each registration statement. We
                         may have further comments when you supply the omitted
information. Please note that
                         since these registration statements will likely go
effective 135 days after end of the
                         Company   s last fiscal year end, interim financial
statements as required by Rule 3-12 of
                         Regulation S-X will need to be included.



              1
               Capitalized terms have the same meaning as in the registration
statements unless otherwise indicated. Page
              numbering refers to the Form S-1 registration statement, File No.
333-252851, unless otherwise indicated.



     Chris Jefferson, Esq.
    April 9, 2021
    Page 2 of 9

       2. Please clarify supplementally whether there are any types of
guarantees or support
          agreements with third parties to support any contract features or
benefits, or whether the
          Company will be solely responsible for any benefits or features
associated with the
          Contract.

       3. We note that you deleted the reference contained in Athene   s
currently offered indexed
          annuity prospectus that the referenced indexes for this Contract
would be broad based
          securities indexes. Please explain supplementally the reason for the
deletion, as we would
          generally expect that referenced indexes be broad based securities
indexes. With respect
          to the Shiller Barclays CAPE   US Mid-Month Sector TR Net Index (the
             Index   ), please confirm supplementally that: (i) the Index and
the methodology used to
          calculate the Index will be publicly available; (ii) all components
of the Index will be
          actively traded; (iii) the Index will be sponsored and administered
by a third party not
          affiliated with the Company; and (iv) the Index can be replicated by
unaffiliated third
          parties. In your response, please provide a link to a
publicly-available website describing
          the Index. We may have further comments after you provide this
information.

    Cover Page

       4. On the outside facing page for Athene Amplify 2.0 NF (File No.
333-252893), in the
          Calculation of Registration Fee table, please revise the title of the
securities being
          registered to read    Interests in Single Purchase Payment
Index-Linked Deferred Annuity
          Contract.

       5. Please prominently state after the first sentence on the cover page
that the Company does
          not allow additional Purchase Payments after the initial Purchase
Payment.

       6. In the first sentence of the second paragraph, the disclosure refers
to returns as    Segment
          Credits.    Please revise this disclosure to reflect that, for
Index-Linked Segment Options,
          returns for Segment Credits can be positive or negative.

       7. In the third and fourth sentences of the second paragraph, please
revise the references to
             Segment Options    to    Index-Linked Segment Options.

       8. Please supplement the last sentence of the fourth paragraph by
specifying that the
          Segment Fee is charged at an annual rate of 0.95%.

       9. In the eighth paragraph, please state that the prospectus describes
all material rights and
          obligations under the Contract, including material state variations.

       10. Please add the following disclosure to the Cover Page, and to the At
a Glance Product
           Summary:    Withdrawals or surrenders may be subject to income tax
and to an additional
           10% federal tax penalty if made before the owner is age 59   .

       11. Please prominently state, on the Cover Page and in the At a Glance
Product Summary, as
           applicable, that the Contract is not suitable for investors who plan
to take Withdrawals in
     Chris Jefferson, Esq.
    April 9, 2021
    Page 3 of 9

           excess of the annual free withdrawal amount or surrender the
Contract during the first six
           Contract Years due to the imposition of withdrawal charges. Please
also prominently
           state that partial Withdrawals, surrender, payment of the Death
Benefit, or election to
           begin annuity payments could significantly reduce the value under
the Contract and the
           amount of any Segment Credit due to the application of the
proportionate adjustment to
           Contract Value, if true, and the Equity Adjustment and the Interest
Adjustment. Please
           state that these charges and adjustments could reduce the amount
received to less than the
           protection provided by the Buffer Rate.

    Glossary (Pages 1-6)

       12. In accordance with plain English principles, please use defined
terms sparingly. See
           Office of Investor Education and Assistance, U.S. Securities and
Exchange Commission,
           A Plain English Handbook (1998). We note, for example, that several
defined terms are
           used infrequently in the prospectus, and would be more appropriately
defined where they
           are referenced (e.g., Minimum Cap Rate). Further,    Buffer Segment
Option    appears to
           be synonymous with    Index-Linked Segment Option    for purposes of
these registration
           statements. Finally, it is somewhat unclear from the definitions of
Fixed Segment Option
           and Fixed Crediting Method, and their usage throughout, whether
there is more than one
           available Fixed Segment Option.

       13. In the definition of Annuity Date, please revise    Annuitant   s
age 95    to state    Annuitant
           attaining age 95.

       14. In the definition of Contract Anniversary, and elsewhere, please
update the dates used in
           the examples.

       15. In the definition of Free Withdrawal, please also note that Equity
Adjustments or Interest
           Adjustments may be applicable.

       16. In the definition of Index-Linked Segment Option, please also note
that each Index-
           Linked Segment Option includes a Buffer Rate.

       17. In the definition of Milestone Credit Percentage, please clarify the
circumstances under
           which Milestone Credit Percentages can be negative (i.e., when
determining the final
           Milestone Credit Percentage).

    At a Glance Product Summary (Pages 7-13)

    Segment Options

       18. The second paragraph under the subheader    Buffer Segment Options
 states that the
              Buffer Rate, Cap Rate, and Participation Rate are established at
the beginning of the
           Segment Term Period and do not change for the length of the Segment
Term Period.
     Chris Jefferson, Esq.
    April 9, 2021
    Page 4 of 9

           Please remove the reference to the Buffer Rate in this disclosure so
investors do not think
           the rate can change between Segment Term Periods.

       19. The final paragraph under the subheader    Buffer Segment Options
states:
              Theoretically, for a Segment Option with a 10% Buffer Rate, the
negative Segment
           Credit may be as low as -90%, which could lead to a substantial loss
of principal and
           previously credited Segment Credits.    Please clarify that, due to
the deduction of the
           Segment Fee, the loss could be greater than 90%.

       20. The penultimate paragraph under the subheader    Fixed Segment
Options    generally
           discusses that different Buffer Rate choices are available for a
given combination of
           Crediting Method, Reference Index, and Segment Term Period. Please
specify all such
           Buffer Rate choices in the disclosure.

       21. Under the subheader    Initial Segment Term Period Bailout
Provision,    please also
           disclose, if true, that upon exercising the bailout provision, that
the Segment Fee is not
           deducted.

    Accessing your Contract Value

       22. Please clarify whether Withdrawals, including partial Withdrawals
less than or equal to
           the Free Withdrawal Amount, are adjusted on a proportionate basis to
Contract Value.

    Interim Value Calculation

       23. Please add the following disclosure from this subsection to the
Cover Page:    Even if
           Segment Credits are positive, the deduction of fees and charges,
including Segment Fee
           amounts, Withdrawal Charges, and any applicable Equity Adjustments
or Interest
           Adjustments, may reduce your Cash Surrender Value below your
Purchase Payment and
           previously credited Segment Credits.

    Right to Cancel

       24. Please state whether the Company pays the greater of the Purchase
Payment or Contract
           Value if the right to cancel is exercised.

       25. Please add here, if true, that no Segment Fee will apply if an Owner
exercises the right to
           cancel the Contract during this period.

    Contract Fees and Charges (Pages 13-15)

    Withdrawal Charges

       26. In the discussion following the Withdrawal Charge table, please
state prominently that
           negative Equity Adjustments and Interest Adjustments may also reduce
Contract Value.
     Chris Jefferson, Esq.
    April 9, 2021
    Page 5 of 9


    Contract Risk Factors (Pages 15-20)

    Potential for Significant Loss on Buffer Segment Options

        27. Please clarify here that, due to the deduction of the Segment Fee,
losses could be greater
            than 90%. Please add similar disclosure throughout the registration
statement, where the
            disclosure states that losses may be as high as 90%. Please also
add disclosure
            throughout, where disclosure states that losses may be as high as
90%, that Withdrawal
            charges, Interest Adjustments, and Equity Adjustments could
decrease the amount
            received beyond the limit provided by the Buffer Rate.

    Changes to Cap Rates, Participation Rates, Buffer Rates, Milestone
Thresholds, and Annual
    Interest Rates

        28. In the first paragraph, please delete disclosure stating that the
Buffer Rate and the
            Milestone Threshold may be changed at the Company   s discretion,
as they are set at the
            Contract Date.

    Discontinuation or Substitution of an Index

        29. The disclosure discusses how Milestone Credit Percentages operate
when a substitute
            index is not provided. Please also clarify here how Milestone
Credit Percentages operate
            when a substitute index is provided.

        30. Please add risk disclosure that, for two- and six-year Segment
Options, Index
            performance is calculated for the entire period and not on an
annual basis.

    Our Financial Strength and Claims-Paying Ability

        31. In the last sentence of the second paragraph, and elsewhere, the
cross-reference should be
            corrected to read:    Company Related Risk Factors.

    Cybersecurity and Business Continuity Risk

        32. The second paragraph notes that public health crises may adversely
affect the Company   s
            ability to conduct business. If applicable, please add specific
risk disclosure regarding the
            effects of the COVID-19 pandemic on the Company   s operations.






     Chris Jefferson, Esq.
    April 9, 2021
    Page 6 of 9

    About the Indices (Pages 21-23)

    Discontinuation or Substitution of an Index

        33. Please note that the selection criteria for a suitable alternative
Reference Index, if
            accurate, includes consideration of whether an alternative
reference index is a broad-
            based index for the relevant market.

        34. The disclosure discusses how Milestone Credit Percentages operate
when a substitute
            index is not provided. Please also clarify here how Milestone
Credit Percentages operate
            when a substitute index is provided.

    The Segment Options (Pages 28-39)

    Fundamentals of the Point-to-Point Crediting Method

        35. In the first paragraph, please revise the disclosure to clarify
that applicable Buffer Rates
            are established upon Contract issuance and do not change for the
duration of the
            Contract. Current disclosure states that the rate does not change
for the length of the
            Segment Term Period.

    Fundamentals of the Milestone Lock Crediting Method

        36. Please explain in plain English the circumstances under which
buffer protection would
            periodically reset pursuant to the Milestone Lock Crediting Method.

        37. The paragraph preceding Example 5 states that each example assumes
no Withdrawals.
            Please add an example showing the effects of a Withdrawal Charge.

        38. Please confirm that the rates shown in Example 5, and elsewhere,
are reflective of rates
            that the Company intends to offer. Otherwise, please revise.

    Cap Rate

        39. In accordance with the comment above regarding defined terms,
please define    Minimum
            Cap Rate    where it is referenced.

        40. In the penultimate sentence of the fourth paragraph, please add the
caveat that
            Withdrawals of Segment Value may also be subject to taxes,
including a possible 10%
            federal tax penalty if taken when the owner is less than 59   .
Please clarify throughout
            the registration statement that Withdrawals and surrenders may be
subject to taxes and a
            federal tax penalty if taken when then owner is less than 59   .


     Chris Jefferson, Esq.
    April 9, 2021
    Page 7 of 9

    Setting the Cap Rates, Participation Rates, Segment Fee, and Annual
Interest Rates

       41. Please revise the first sentence of the first paragraph to add the
word    new    as shown
           here:    The Company retains the right to change the current Cap
Rate, Participation Rate,
           and Annual Interest Rate for each applicable Segment Option for each
new Segment
           Term Period at its discretion.

    Contract Values (Pages 39-49)

    Segment Interim Value

       42. The penultimate sentence of the second paragraph states the
following:    The Equity
           Adjustment, which also may be positive or negative, reflects the
changes in the value of
           derivative instruments that hedge market risks associated with our
contractual obligation
           to apply Segment Credits to Index-Linked Segment Options, based on
the performance of
           the Reference Index.    Please explain why the sentence should not
state that the
           adjustment is    based on the performance of the Reference Index on
the Segment End
           Date.    If it should, please revise accordingly.

    Equity Adjustment

       43. In the discussion of LIBOR, please add a cross-reference to
Company Related Risk
           Factors     Uncertainty Relating to LIBOR.

    Access to your Contract Value

       44. In this section, and elsewhere,    Surrender    is capitalized.
Since this term does not appear
           to be used as a defined term, please revise to lowercase throughout.

    Tax Information (Pages 52-56)

       45. Please confirm that the discussion reflects the currently effective
provisions of the
           Coronavirus Aid, Relief, and Economic Security (CARES) Act, the
COVID-Related Tax
           Relief Act of 2020, and the Setting Every Community Up for
Retirement Enhancement
           (SECURE) Act and American Rescue Plan, as applicable.

    Taxation of Non-Qualified Contracts     Further Information

       46. Please change the reference to the    Statement of Additional
Information    to    Part II.

    Taxation of Non-Qualified Contracts     1035 Exchanges

       47. The last sentence of this paragraph directs investors to consult
their Financial
           Professionals to discuss the costs and benefits of an exchange.
Please additionally
     Chris Jefferson, Esq.
    April 9, 2021
    Page 8 of 9

              disclose that some Financial Professionals may have a financial
incentive to offer the
              Contract in place of the one the investor already owns.

    Other Information (Pages 56-58)

    Amendments to the Contract

       48. Please explain the basis for the Company retaining the ability to
amend the Contract to
           accommodate design changes.

    Part II

    Exhibits and Financial Statement Schedules

       49. Please file the actual Underwriting and Distribution Agreement
rather than a    form of
           the agreement.

    Signatures

       50. Pursuant to the signature requirements of Section 6(a) of the
Securities Act, please
           specify who is signing the registration statement in the capacity of
the principal financial
           officer.

                                                  ********
            Responses to this letter should be made in a letter to me filed on
EDGAR and in the form
    of pre-effective amendments filed pursuant to Rule 472 under the Securities
Act. Where no
    change will be made in a filing in response to a comment, please indicate
this fact in your letter
    and briefly state the basis for your position.

            You should review and comply with all applicable requirements of
the federal securities
    laws in connection with the preparation and distribution of preliminary
prospectuses.

            Although we have completed our initial review of the registration
statements, the filings
    will be reviewed further after we receive your response. Therefore, we
reserve the right to
    comment further on the registration statements and any amendments. After we
have resolved all
    issues, the Company and its underwriter must request acceleration of the
effective date of the
    registration statements.

            In closing, we remind you that the Company is responsible for the
accuracy and
    adequacy of its disclosure in the registration statements, notwithstanding
any review, comments,
    action, or absence of action by the staff.
     Chris Jefferson, Esq.
    April 9, 2021
    Page 9 of 9

            Should you have any questions prior to filing pre-effective
amendments, please feel free
    to contact me at 202-551-7703 or williamsmat@sec.gov.



Sincerely,

                                                                       /s/
Matthew Williams

                                                                       Matthew
Williams
                                                                       Senior
Counsel


    cc: Andrea Ottomanelli Magovern, Assistant Director
        Sally Samuel, Branch Chief