[SUTHERLAND ASBILL & BRENNAN LLP]
MARY E. THORNTON
DIRECT LINE: 202.383.0698
Internet: mary.thornton@sablaw.com
March 14, 2008
VIA EDGAR TRANSMISSION
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Registration Statement on Form S-1 for |
| TIAA-CREF Life Insurance Company |
Commissioners:
On behalf of TIAA-CREF Life Insurance Company (the “Company”), attached for transmission under the Securities Act of 1933, as amended, is an initial registration statement on Form S-1 for certain modified guaranteed annuity contracts issued by the Company.
Additional updating changes, financial statements, any exhibits not included herein, and certain other omitted information (including management’s discussion and analysis and executive compensation disclosure) will be included in a pre-effective amendment.
Please contact the undersigned at (202) 383-0698, or Elisabeth M. Bentzinger of our firm at (202) 383-0717, if you have any questions or comments regarding this transmittal.
Sincerely,
/s/ Mary E. Thornton
Mary E. Thornton
Attachment
| cc: | Rachel Dubow |
| Edward L. Hancock |
| Gerald McCullough |
| Elisabeth M. Bentzinger |
