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dodiekent@

eversheds-sutherland.com

January 26, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re: Commonwealth Annuity and Life Insurance Company

Initial Registration Statement on Form S-1

for Individual Contingent Deferred Annuity Contracts

Dear Commissioners:

On behalf of Commonwealth Annuity and Life Insurance Company (the “Company”), we are transmitting for filing under the Securities Act of 1933, as amended, an initial registration statement on Form S-1 for certain individual contingent deferred annuity contracts to be issued by the Company. Financial statements, exhibits not included therein, and other omitted information will be added by pre-effective amendment.

Please direct questions and comments about this filing to the undersigned at 212.389.5080 or dodiekent@eversheds-sutherland.com.

	Regards,

	/s/ Dodie C. Kent

	Dodie C. Kent

cc:	Sarah M. Patterson, Commonwealth Annuity and Life Insurance Company
	Elizabeth Gioia, Commonwealth Annuity and Life Insurance Company
	Ronald Coenen Jr., Eversheds Sutherland (US) LLP

Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

COMMONWEALTH ANNUITY & LIFE INSURANCE Co S-1