March 13, 2009
VIA EDGAR
The United States Securities and
Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Genworth Life and Annuity Insurance Company
Post-Effective Amendment No. 2 to Registration Statement
SEC File No. 333-141514
Ladies and Gentlemen:
In accordance with Regulation S-T governing electronic filing procedures, Genworth Life and Annuity Insurance Company (the “Company”) hereby submits for filing pursuant to Section 8(c) of the Securities Act of 1933 (the “1933 Act”), Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 (the “Post-Effective Amendment”) for market value adjustment interests (“MVA”) issued in connection with Scheduled Purchase Payment Deferred Variable Annuity Contracts. The primary purpose of the filing is to update financial statements and other information to the fiscal year ended December 31, 2008. Other minor changes have been made in the Post-Effective Amendment and relate to those routine items of information that are updated annually and other non-material disclosure that the Registrant deems appropriate.
Letters requesting acceleration of the registration statement will be filed under separate cover.
Please contact me at (804) 281-6910 should you have any questions regarding this filing.
Sincerely,
/s/Heather Harker
Heather Harker
Vice President and Associate General Counsel
cc: Mr. Mark Cowan
Stop 05-06
