| 787 Seventh Avenue | |
| New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111 |
VIA EDGAR
November 19, 2010
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Re: | Legg Mason Partners Variable Equity Trust (the “Trust”) |
Registration Statement on Form N-14
Ladies and Gentlemen:
On behalf of the Trust, and pursuant to Rule 488 under the Securities Act of 1933, as amended (the “1933 Act”), we are transmitting for filing with the Securities and Exchange Commission (the “SEC”) the Registration Statement on Form N-14 (the “Registration Statement”) relating to the proposed reorganization of Legg Mason ClearBridge Variable Dividend Strategy Portfolio (the “Target Fund”), a series of the Trust, with and into Legg Mason ClearBridge Variable Equity Income Builder Portfolio (the “Acquiring Fund”), also a series of the Trust (the “Reorganization”).
Please note that the Registration Statement registers Class I shares of the Acquiring Fund to be issued in the Reorganization.
Pursuant to Rule 488, the Registration Statement designates an effective date of December 19, 2010.
Any questions or comments on the Registration Statement should be directed to the undersigned at (212) 728-8558.
Very truly yours,
/s/ Dianne E. O’Donnell
Dianne E. O’Donnell
Enclosures
| cc: | Harris C. Goldblat, Esq., Legg Mason & Co., Inc. |
Rosemary D. Emmens, Esq., Legg Mason & Co., Inc.
