MONY Life Insurance Company
MONY Life Insurance Company
of America
1290 Avenue of the Americas
New York, New York 10104
Dodie Kent
Vice President and
[MONY -- An AXA Financial Company LOGO] Associate General Counsel
(212) 314-3970
Fax (212) 707-1791
LAW DEPARTMENT
April 26, 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")
Pre - Effective Amendment No. 1 to the Registration Statement
Filed on Form S-1/A File No. 333-180068
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 Pre - Effective
Amendment No. 1 to the 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 Pre-Effective Amendment
We are filing this Registration Statement to amend the S-1 filed, March 13,
2012, to include the updated prospectus, dated May 1, 2012, which reflects
additional disclosure pursuant to the staff's comment letter dated March 22,
2012.
Request for Expedited Review
Because the Registration Statement includes primarily a prospectus and other
information that were included in the prior Form S-1 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 other changes to the prospectus are of a
stylistic nature or necessitated by the annual update.
If the Registration Statement were eligible to be filed pursuant to Rule 424
under the 1933 Act, the Company would make the filing pursuant to Rule 424
(b)(3) 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 424
(b)(3) (assuming that the Registration Statement would be eligible for Rule 424
generally).
In these circumstances, we believe a limited staff review is appropriate.
Tandy Representation
On behalf of the Company (the "Registrant"), we hereby make the
representations below regarding the above-referenced registration statement on
Form S-1 and our request for acceleration of effectiveness. The Registrant and
principal underwriter are fully aware of their responsibilities under the
Federal securities laws with respect to the request for acceleration of
effectiveness.
1. Should the Securities and Exchange Commission (the "Commission") or its
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.
2. The actions 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.
3. 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.
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 no later than April 30,
2012. 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/ Dodie Kent
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Dodie Kent
cc: Christopher E. Palmer, Esq.
MONY LIFE INSURANCE COMPANY OF AMERICA
1290 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10104