November 14, 2007
VIA U.S. MAIL AND FACSIMILE
Christopher E. Palmer, Esq.
Goodwin Procter LLP
901 New York Ave., N.W.
Washington, DC 20001
RE: AXA Equitable Life Insurance Company:
Separate Account A of AXA Equitable Life Insurance Company
"ABC" Variable Contract
Initial Registration Statement filed on Form N-4
File Nos. 811-01705 and 333-146143
Dear Mr. Palmer:
The staff reviewed the above-referenced initial registration
statement, which the Commission received on September 18, 2007. We
have given the registration statement a full review. Based on our
review, we have the following comments. Page references are to the
pages in the courtesy copy provided to the staff, and Item
references
are to the Item numbers set forth in Form N-4.
PROSPECTUS
1. According to the transmittal letter, the disclosure documents
refer to the contract as the "ABC Annuity" because the marketing
name
for the contracts has not yet been determined.
Please confirm that the class identifiers on EDGAR will correspond
to
the contract name that will ultimately appear on the prospectus.
2. ABC Annuity at a glance - key features (page 8)
a. Please clarify the first sentence after the second bullet
point
under "Tax considerations" to make it clear that the annuity
provides
no more tax deferral benefits than an IRA or Roth IRA.
b. In the paragraph preceding "Other contracts" on page 9,
please clarify that the prospectus provides a description of all
material provisions of the contract.
3. Fee table (page 10)
EQ Advisors Trust recently filed a post-effective amendment
to
add five new series each of which is structured as a "fund-of-
funds."
Based on the disclosure on page 30, the staff presumes that each
of
these new series will constitute the underlying funds for this
product. Therefore, please confirm compliance with Item 3 as it
pertains to such underlying funds, in particular, General
Instruction
17(a) to Item 3.
4. Example (page 12)
a. Please confirm that the relevant maximum fees have been
reflected in the example and for clarity, please disclose what
they
are, i.e., the staff presumes the example reflects the separate
account annual expenses associated with a joint life contract.
b. Please reconcile the caption for the second column with
disclosure provided under "The amount applied to purchase an
annuitization option" on page 27 and in the first paragraph under
"Withdrawal charge" on page 29.
5. How you can purchase and contribute to your contract (page
15)
Please reconcile the disclosure provided in the third
paragraph
and under "Subsequent contributions" on page 20 with the
disclosure
provided under the "Limitations on contributions" column of the
ensuing table.
6. Please reconcile the italicized disclosure on page 17, the
disclosure under "When to expect payments" on page 26, and the
disclosure under "Business day" on page 42 with the requirements
of
Section 22(e) under the Investment Company Act of 1940 ("1940
Act").
7. Please disclose how transaction requests received after the
close of trading on the New York Stock Exchange ("NYSE") will be
priced if the NYSE closes early.
8. What are your investment options under the contract? (page
17)
Please reconcile the last sentence and the last sentence
preceding the chart on page 18 with what will actually be
disclosed
in the chart.
9. Portfolios of the Trust (page 18)
Please clarify the use of the terms "portfolios" and
"Portfolios" in this section. Moreover, given the presumed fund-
of-
funds structure of the portfolios to be used to fund this product,
please consider incorporating such disclosure into the second
paragraph to better explain how that results in diversification to
better manage financial risk.
10. ABC Annuity benefits (page 19)
Please clarify all relevant portions of the prospectus to
properly reflect the impact of the last sentence of the first
paragraph. For example, "Fees and charges" section of chart on
page
9, the Fee table beginning on page 10 (in particular footnote 1),
the
chart for the Example on page 13, the bullet points under this
caption and under "Your income base," and "Withdrawal charge" on
page
29.
11. Effects of Excess withdrawal (page 19)
Please reconcile the second paragraph with the first sentence
of
the second to last paragraph on page 20.
12. The last paragraph under "Your right to cancel within a
certain
number of days" on page 21 states that surrendering a contract may
yield results different than cancelling your contract, including
different tax treatment. Please also disclose that the cash value
upon surrender may be higher than a return of premium
contributions.
13. Your contract`s value in the variable investment options
(page
22)
Please explain the basis for including administrative and
distribution expenses in the "(i)" portion of the calculation of
the
unit value for each variable investment option.
14. Annuity payment plans (page 25)
Please clarify whether these plans are available prior to the
owner/joint owner`s attaining age 60. If so, please disclose the
impact upon the ABC Annuity benefit and contract in general.
15. Charges and expenses (page 29)
Please describe what the "expense risk" is under "Mortality
and
expense risks charge" on page 29.
16. Effect of death (page 32)
If applicable, please revise any disclosure in light of the
fact
that the contract is offered only as an IRA or Roth IRA.
17. Tax information (page 33)
Please confirm that the disclosure is current and complies
with
the disclosure requirements of Item 12.
18. As discussed in the first paragraph under "about Separate
Account A" on page 41, please explain why the Separate Account
assets
would include amounts the exceed reserves and other liabilities.
Please also clarify that notwithstanding the withdrawal of such
amounts, the Separate Account will always be fully funded as
required
under the federal securities laws.
19. More Information (page 41)
a. In the last bullet point under "Business day" on page 42,
please
confirm and clarify whether your contribution will be considered
received upon receipt by your broker-dealer or receipt and
transmittal of your order by your broker-dealer.
b. Please update "About legal proceedings" on page 43 as
appropriate.
c. Please clarify the first sentence under "Distribution of
contracts" on page 43.
STATEMENT OF ADDITIONAL INFORMATION
20. Custodian and independent registered public accounting firm
Please provide the disclosure regarding the registrant`s
independent registered public accounting firm as required by Item
18(c) including its business address and a brief description of
the
services performed.
PART C
21. Item 24 Financial Statements and Exhibits - Item 24. (b)
Exhibits
Please provide any relevant powers of attorney as an exhibit
to
this filing and note that they should "relate to a specific
filing"
as required by Rule 483(b) under the Securities Act of 1933.
22. The first sentence of the last paragraph under Item 32
contains
the representation required by Section 26 of the 1940 Act. Please
delete the remainder of the paragraph.
23. Financial Statements, Exhibits, and Certain Other Information
Any financial statements, exhibits, and any other required
disclosure not included in this registration statement must be
filed
by pre-effective amendment to the registration statement.
24. Representations
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the registrant is in possession of
all
facts relating to the registrant`s disclosure, it is responsible
for
the accuracy and adequacy of the disclosures it has made.
Notwithstanding our comments, in the event the registrant
requests acceleration of the effective date of the pending
registration statement, it should furnish a letter, at the time of
such request, acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the registrant from its full responsibility for the
adequacy
and accuracy of the disclosure in the filing; and
* the registrant may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Investment Management in connection with our review of
your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities.
*****************************************
Responses to these comments should be made in a letter to the
staff and in a pre-effective amendment to the registration
statement.
If you believe that you do not need to change the registration
statement in response to a comment, please indicate that in the
letter and explain your position.
Although we have completed our initial review of the
registration statement, it will be reviewed further after our
comments are resolved. Therefore, we reserve the right to comment
further on the registration statement and any amendments to it.
After
we have resolved all issues, the registrant and its underwriter
must
both request that the effective date of the registration statement
be
accelerated.
If you have any questions, you are welcome to call me at
(202)
551-6767. Mail or deliveries should include reference to Mail Stop
4644 and should include all nine digits of the following zip code:
20549-4644. My facsimile number is (202) 772-9285.
Sincerely,
Sonny Oh
Staff Attorney
Office of Insurance Products
Christopher E. Palmer, Esq.
Goodwin Procter LLP
November 14, 2007
Page 1 of 6