April 9, 2007

VIA EDGAR

Mr. Jeff Foor
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

     Re: Seasons Series Trust (the "Registrant")
         Registration File Nos. 333-08653 and 811-07725
         CIK No. 0001003239

         Cash Management Portfolio           Focus Growth Portfolio
         Focus Growth and Income Portfolio   Focus TechNet Portfolio
         Focus Value Portfolio               Small Cap Portfolio
         Strategic Fixed Income Portfolio

Dear Mr. Foor:

     As counsel to the Registrant, I am transmitting for filing the definitive
information statement ("Information Statement") for the Registrant under Section
14 of the Securities Act of 1934, as amended, concurrently with this letter.

     In order to clarify our previous entry in the affiliated brokerage table of
Information Statement, we have inserted "$0" where it previously read "--". We
have also revised the form of subadvisory agreement ("Agreement") to reflect the
Agreement prior to the amendments and have underlined those provisions in the
Agreement that were being changed by the amendments. We also confirm that there
have been no subadviser changes, subadvisory fee revisions or other change that
would require that Schedule A be amended, as was reflected in the preliminary
Information Statement. We have removed the reference to Schedule A from the form
of amendment to the Agreement that has been filed with the definitive
Information Statement.

     The Registrant acknowledges that: (a) it is responsible for the adequacy
and accuracy of the disclosure in the Information Statement; (b) the
Commission's comments and changes to the disclosure in the Information Statement
made in response to the Commission's comments do not foreclose the Commission
from taking any action with respect to the Information Statement; and (c) it may
not assert the Commission's comments or responses to the Commission's comments
as a defense in any proceeding initiated by the Commission or any person
pursuant to U.S. federal securities laws.

     We intend to mail a definitive information statement to shareholders on or
about March 28, 2007, or as soon as we are able to respond to any comments which
you might have. Please call me at (713) 831-3299 with any comments or questions.

Very truly yours,


//s// MARK MATTHES
-------------------------------------
Mark Matthes