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May 18, 2020
A. Michael Salem
Chief Executive Officer
Midwest Holding Inc.
2900 South 70th Street, Suite 400
Lincoln, NE 68506
Re:Midwest Holding Inc.
Preliminary Proxy Statement on Schedule 14A
Filed May 8, 2020
File No. 000-10685
Dear Mr. Salem:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Proposal 2
Reincorporation of the Company from the State of Nebraska to the State of Delaware
Rights of Shareholders Prior to and After Reincorporation from Nebraska to Delaware, page 20
1.We note that your forum selection provisions in your amended and restated certificate of
incorporation and bylaws identify a state or federal court located within the State of
Delaware as the exclusive forum for certain litigation, including any “derivative action.”
Please disclose whether these provisions apply to actions arising under the Securities Act
or Exchange Act.  If so, please also state that there is uncertainty as to whether a court
would enforce such provisions.  If these provisions do not apply to actions arising under
the Securities Act or Exchange Act, please also ensure that the exclusive forum provisions
in the governing documents state this clearly, or tell us how you will inform investors in
future filings that the provisions do not apply to any actions arising under the Securities
Act or Exchange Act.

 FirstName LastNameA. Michael Salem
 Comapany NameMidwest Holding Inc.
 May 18, 2020 Page 2
 FirstName LastName
A. Michael Salem
Midwest Holding Inc.
May 18, 2020
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Sonia Bednarowski at 202-551-3666 or John Dana Brown at 202-551-
3859 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance