March 1, 2005
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: | Seasons Series Trust (the "Registrant") Focus Growth Portfolio |
Dear Sir or Madam:
As counsel to the Registrant, I am transmitting for filing the preliminary information statement ("Information Statement") for the Registrant under Section 14 of the Securities Act of 1934, as amended, concurrently with this letter.
The Registrant acknowledges that: (a) it is responsible for the adequacy and accuracy of the disclosure in the Information Statement; (b) the Commission's comments and changes to the disclosure in the Information Statement made in response to the Commission's comments do not foreclose the Commission from taking any action with respect to the Information Statement; and (c) it may not assert the Commission's comments and responses to the Commission's comments to the Information Statement as a defense in any proceeding initiated by the Commission or any person pursuant to U.S. federal securities laws.
Please call me at (713) 831-3299 or Nori Gabert at (713) 831-5165 with any comments or questions.
Very truly yours,
/s/ MARK MATTHES
Mark Matthes
