Jordan Thomsen
AXA Equitable Life Insurance Company
1290 Avenue of the Americas
New York, NY 10104
(212) 314-5431
December 17, 2007
Sonny Oh, Esq.
Securities and Exchange Commission
Office of Insurance Products
Division of Investment Management
100 F Street, NE
Mail Stop 4644
Washington, DC 20549
Re: AXA Equitable Life Insurance Company
Separate Account No. 49 - Stylus(SM) Variable Annuity Contract
Post Effective Amendment No.2 filed on Form N-4
File Nos. 811-07659 and 333-137206
Dear Mr. Oh:
On behalf of AXA Equitable Life Insurance Company ("AXA Equitable" or the
"Company"), we respond below to the staff's comments on the above-referenced
Registration Statement. We set forth below each of those specific comments and
then provide our response. Page references in the comments to the post-effective
amendment below are to the page numbers of the courtesy copy of the Supplement
and/or the courtesy copy of the Prospectus and statement of additional
information ("SAI") of the Stylus variable annuity dated May 1, 2007.
PROSPECTUS SUPPLEMENT
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1. At the end of the first paragraph, please provide contact information for
the customer service center.
Response 1:
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Contact information has been provided in the first paragraph.
2. To facilitate the use of the Supplement, the staff recommends that in
addition to identifying the section of the Prospectus where
revised/additional disclosure should be inserted, please also disclose the
relevant page numbers of the Prospectus.
Response 2:
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The relevant page numbers have been provided.
3. Please disclose the charge for this rider on page 1.
Response 3:
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The charge for the GWB is now disclosed on the first page.
4. Guaranteed withdrawal benefit ("GWB")
a. Please confirm whether the GWB may be elected simultaneously with
the Guaranteed withdrawal benefit for life described on page 25 of
the Prospectus.
Response 4a:
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The GWB and GWBL may not be elected simultaneously. This has been
clarified in the Supplement.
b. Please confirm whether the GWB may be offered on a "Single Life" or
Joint Life" basis as is the GWBL. See second paragraph under
"Guaranteed withdrawal benefit for life ("GWBL") on page 25 of
Prospectus.
Response 4b:
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The GWB is only offered on a "Single Life" basis. This has been
clarified in the Supplement.
5. Other important considerations (page 3): For consistency, please reconcile
the bullet list provided in the Supplement with that provided on page 28
under the same caption. For example, please determine whether the first,
fifth, and sixth bullet points on page 28 are applicable to the GWB and
revise the bullet list in the Supplement accordingly.
Response 5:
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The GWB list has been reconciled to reflect the applicable considerations.
6. Accessing your money (page 4): Please note that the second to last
sentence of the second paragraph under "Customized payment plan" on
page 33 of the Prospectus should be revised as well.
Response 6:
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This sentence has been revised accordingly.
7. For contracts with GWBL and GWB (page 4): Please reconcile the first
sentence with the last sentence of the third paragraph.
Response 7:
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This paragraph has been edited to reconcile these sentences.
8. Given the nature of the Supplement, the staff notes that the Supplement
should be expanded to address other areas of the Prospectus that need to
be revised and/or expanded, including:
a. If any major captions have been added through the disclosure
provided in the Supplement, please be sure to include them in the
table of contents (for example, "Guaranteed withdrawal benefit
('GWB')" on first page of the Supplement).
Response 8a:
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The information in this Supplement will be drafted into the
Stylus(SM) Prospectus for the May 1, 2008 update. The updated
Prospectus will contain an accurate table of contents and index of
key words and phrases. In lieu of a table of contents, it is our
practice to provide narrative prior to each new section in a
Supplement, indicating where that section is meant to appear in the
Prospectus. In addition, we state in the first paragraph of the
Supplement that it should be read in conjunction with the
Prospectus. It also states that terms used in the Supplement have
the same meaning as in the Prospectus. For these reasons, we believe
it is unnecessary to add a table of contents or index of key words
and phrases to the Supplement.
b. "Index of key words and phrases" on page 4 of Prospectus including
the chart at the bottom of the page providing corresponding terms as
used in the Prospectus and contract.
Response 8b:
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See response 8a.
c. The list provided under "We require that the following types of
communications be on specific forms we provide for that purpose" on
page 8 of Prospectus.
Response 8c:
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At present, there are no special forms required for GWB election. If
in the future forms are created they will be added to the list.
d. "Stylus(SM) at a glance - key features" on page 9 of Prospectus
including disclosure under "Contribution amounts" and "Access to
your money".
Response 8d:
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The disclosure under "Contribution amount" correctly states the
contribution waiver. New disclosure has been added under "Access to
your money" in "Stylus(SM) at a glance - key features" in the
Supplement.
e. "Fee table" on page 11 of Prospectus and if applicable the "Example"
on page 13 of Prospectus. If not applicable, please explain to the
staff why.
Response 8e:
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New disclosure has been added to the Supplement to address the GWB
charge in the "Fee table" section.
The Example that is currently used in the Prospectus is based on the
maximum charges that could be applicable to a hypothetical client's
contract. These maximum charges exceed the charges that would apply
if the hypothetical client selected the GWB. For this reason, no
changes to the Example are necessary.
f. Second paragraph under "How you can purchase and contribute to your
contact" on page 14 of Prospectus.
Response 8f:
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The disclosure is correct as stated. The contribution waiver only
applies if the GWBL has been elected.
g. "Owner and annuitant requirements" on page 18 of Prospectus.
Response 8g:
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New disclosure has been added to the Supplement.
h. "Determining your contract's value" on page 30 of Prospectus.
Response 8h:
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New disclosure has been added to the Supplement.
i. Paragraph preceding table on page 37 of Prospectus under "Your
annuity payout options.
Response 8i:
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New disclosure has been added to the Supplement.
j. Please revise any of the appendices to the Prospectus accordingly.
Response 8j:
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The appendices require no revisions.
9. Please note the disclosure provided under "How withdrawals affect your
GWBL and GWBL Guaranteed minimum death benefit" on page 35 of the
Prospectus. Please confirm with the staff whether the GWB also provides
for corresponding death benefits. In either case, please clarify the
workings of any relevant death benefit with the GWB rider.
Response 9:
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The standard death benefit and the Annual Ratchet to age 85 death benefit
are the two Guaranteed minimum death benefit options available with the
GWB. Cross-references to the description of these benefits in the
Prospectus are now provided in the Supplement.
10. Please provide Tandy representations and a response letter for this filing
in the form of an EDGAR correspondence. Please provide a response to
comments 3 and 8.e. prior to the effective date of the B filing.
Response 10:
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The post-effective amendment filing under Rule 485(b) will be accompanied
by the representations requested by the staff and a correspondence filing
will be made via EDGAR. Responses to comments 3 and 8e were discussed with
the Staff prior to filing.
*****
Please contact me if you have any questions about the Company's responses
to the staff's comments. We appreciate your assistance with this Registration
Statement.
Sincerely,
/s/ Jordan K. Thomsen
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Jordan K. Thomsen