December 28, 2017
VIA EDGAR AND EMAIL
U.S. Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549-0506
| Re: | AXA Equitable Life Insurance Company (“AXA Equitable”) |
| Initial FormS-3 Registration Statement |
| CIK 0000727920 |
Commissioners:
On behalf of AXA Equitable, filed herewith is one electronically formatted copy of the above-captioned initial registration statement (“Registration Statement”) under the Securities Act of 1933 (“Securities Act”) with respect to the Escrow Shield Plus contract (the “Contract”) issued by AXA Equitable.
1. Registration Statement
The Contract is currently being sold pursuant to a currently effective registration statement (FileNo. 333-222223). AXA Equitable is filing the Registration Statement solely to comply with Rule 415(a)(6) under the Securities Act, and to carry forward the total dollar amount of unsold securities registered pursuant to the currently effective registration statement.
2. Selective Review
We respectfully request selective review of the Registration Statement pursuant to Securities Act Release No. 6510 (Feb. 15, 1984).
In support of this request, we note that the prospectus contained in the Registration Statement is substantially identical to the prospectus contained in the currently effective registration statement (FileNo. 333-214140), except that the new prospectus has beenre-dated (current to 2017), contains updated information regarding AXA Equitable, and reflects updated dates for the10-K,10-Q’s and8-K’s in the Incorporation by Reference section.
In addition, we note that the disclosure in the Registration Statement is substantially similar to the disclosure in the registration statement for AXA Equitable’s Escrow Shield Plus 2.0 contract (FileNo. 333-214140), which was recently reviewed by the Commission staff in January 2017 and declared effective on February 17, 2017.
The principal differences between Escrow Shield Plus and Escrow Shield Plus 2.0 is that Escrow Shield Plus 2.0 added the ability for the owner to allocate purchase payments into up to six (6) different tranches with differing maturities and rate crediting but Escrow Shield Plus 2.0 has a lower minimum contractual crediting rate. There were also a couple of other minor differences:
| • | Escrow Shield Plus 2.0 provides the option for the owner to select a 0.00% crediting rate; |
| • | Escrow Shield Plus 2.0 facilitates the purchase of the contract by an escrow agent f/b/o another entity; and |
| • | Escrow Shield Plus 2.0 replaces the term “Seller” with “Interested Party”. |
Under these circumstances, we believe a limited staff review of the Registration Statement is appropriate.
3. Timetable for Effectiveness
We respectfully request that the Commission staff process the Registration Statement so that it may be declared effective as soon as practicable in order to maintain the continuous registration of the Contracts. In view of AXA Equitable’s desired effective date, we would greatly appreciate the staff’s comments by February 15, 2018, if possible. We will then file apre-effective amendment that will address any staff comments.
At the appropriate time, AXA Equitable will orally request acceleration of the effectiveness of the Registration Statement pursuant to Rule 461 under the Securities Act.
* * *
Please contact the undersigned at (319)573-2676 if you have any questions regarding the Registration Statement.
Very truly yours,
Darin D. Smith
AXA Equitable Life Insurance Company
Enclosures
| cc: | Suzanne Hayes, Esq. |
| Assistant Director |
| Office of Capital Markets Trends |
| Andy Schoeffler, Esq. |
| Special Counsel |
| Office of Capital Markets Trends |
