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                 November 6, 2020

       A. Michael Salem
       Chief Executive Officer
       Midwest Holding Inc.
       900 South 70th Street, Suite 400
       Lincoln, NE 68506

                                                        Re: Midwest Holding
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed November 3,
2020
                                                            File No. 333-249828

       Dear Mr. Salem:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you
       that the company and its management are responsible for the accuracy and
adequacy of their
       disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

               Please contact Sonia Bednarowski at 202-551-3666 or Justin
Dobbie, Legal Branch
       Chief, at 202-551-3469 with any questions.




                 Sincerely,


                 Division of Corporation Finance

                 Office of Finance