MONY Life Insurance Company
MONY Life Insurance Company
of America
1290 Avenue of the Americas
New York, New York 10104
Jordan Thomsen
Vice President and
[MONY -- An AXA Financial Company LOGO] Counsel
(212) 314-5431
Fax (212) 707-1791
LAW DEPARTMENT
March 13, 2012
VIA EDGAR
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Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: MONY Life Insurance Company of America ("MONY America")
Form S-l Registration Statement
CIK 0000835357
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Commissioners:
On behalf of MONY Life Insurance Company of America ("MONY America"), we are
filing herewith, electronically via EDGAR, MONY America's Form S-1 Registration
Statement ("Registration Statement") under the Securities Act of 1933, as
amended ("1933 Act"), with respect to interests in the Market Stabilizer Option
(R) ("MSO") under certain variable life insurance policies offered by MONY
America.
Purpose of the Filing and Filing Fees
We are filing this Registration Statement to switch the registration of the
interests in the MSO from Form S-3 to Form S-1 in anticipation of MONY
America's reliance on the exemption provided under Rule 12h-7 of the Securities
and Exchange Act of 1934 ("1934 Act"). Rule 12h-7 exempts insurance companies
from filing reports under the 1934 Act when the insurance company issues
certain types of insurance products that are registered under the 1933 Act and
such products are regulated by state law. The interests in the MSO fall within
the exemption provided under Rule 12h-7. We are filing this Registration
Statement to register an additional dollar amount of interests in the MSO. The
interests in the MSO are currently registered on Form S-3, Reg. No. 333-167938.
As noted on the cover page of the Registration Statement, pursuant to Rule
415(a)(6) under the 1933 Act, the total dollar amount of the unsold securities
previously registered on Form S-3 is being carried forward to this Registration
Statement. Funds to cover the required filing fee have been wired to US Bank of
St. Louis, Missouri for deposit into the Commission's account.
Request for Expedited Review
Because the Registration Statement includes primarily a prospectus and other
information that were included in the prior Form S-3 registration statement and
amendments thereto, we believe expedited review of the Registration Statement
is appropriate. In particular, the Registration Statement includes the May 1,
2012 prospectus for the MSO. The incorporation by reference section of the
prospectus has been restated so that it complies with the Form S-1
requirements, rather than the Form S-3 requirements. A statement declaring the
Company's reliance on Rule 12h-7 has been added. The other changes to the
prospectus are of a stylistic nature or necessitated by the annual update. We
have also conformed the cover page and Part II of the Registration Statement to
comply with Form S-1, rather than Form S-3.
If the Registration Statement were eligible to be filed pursuant to Rule 485
under the 1933 Act, the Company would make the filing pursuant to Rule 485(b)
because it does not include any material changes from previous filings. I have
reviewed the Registration Statement, and it does not include any disclosures
that would render it ineligible to become effective under Rule 485(b) (assuming
that the Registration Statement would be eligible for Rule 485 generally).
In these circumstances, we believe a limited staff review is appropriate.
Request For Acceleration
On behalf of MONY America and the principal underwriters, AXA Distributors,
LLC and AXA Advisors, LLC, we hereby request acceleration of the effectiveness
of the Registration Statement, pursuant to Rule 461 under the 1933 Act, so that
the Registration Statement will be declared effective on April 26, 2012, or as
soon as practicable thereafter. In this connection, MONY America and the
principal underwriters, AXA Distributors, LLC and AXA Advisors, LLC, have
authorized me to represent on their behalf that they are aware of their
obligations under the 1933 Act.
Please contact the undersigned at (212) 314-5431 or Christopher E. Palmer, Esq.
of Goodwin Procter at 202-346-4253, if you have any questions or further
comments.
Very truly yours,
/s/ Jordan Thomsen
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Jordan Thomsen
cc: Christopher E. Palmer, Esq.
MONY LIFE INSURANCE COMPANY OF AMERICA
1290 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10104