SecProbe.io

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Jones & Keller, P.C.

1675 Broadway, 26th Floor

Denver, Colorado 80202

Telephone: (303) 573-1600

October 14, 2021

VIA EDGAR AND OVERNIGHT COURIER

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mark Brunhofer

    Sharon Blume

    Division of Corporation Finance

    Office of Finance

    Re:
    Midwest Holding Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2020

    Filed March 15, 2021

    Form 8-K Dated August 12, 2021

    Filed August 12, 2021

    File No. 001-39812

Ladies and Gentlemen:

We are submitting this letter
on behalf of Midwest Holding Inc. (the “Company”) in response to comments from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) received by electronic mail dated August 21, 2021
relating to the above-reference filings and the Staff’s oral comment to the Company on October 6, 2021. This letter supplements
our response letter to you dated September 13, 2021. The numbered paragraph below corresponds to the numbered comment in the Staff’s
letter and the Staff’s written comment is presented in bold italics.

Form 8-K Filed August 12, 2021

Exhibit 99.1 - Press Release Dated August 12,
2021

Q2 2021 Key Performance Indicators and Non-GAAP
Financial Measures

Management Revenue, page 2

1. We note from page 11 of your earnings
release for the first quarter of 2021 furnished as Exhibit 99.1 to your May 13, 2021 Form 8-K that non-GAAP "adjusted
revenue" was a subtotal in the reconciliation form GAAP total revenues to non-GAAP "management revenue." We also note that
although you removed "adjusted revenue" from your June 30, 2021 Form 10-Q (in response to prior comment 1) and from
this earnings release, you continue to add back deferred coinsurance ceding commission as a non-GAAP adjustment in deriving your non-GAAP
 "management revenue" and its "net revenue on reinsurance" component. Consistent with our previous request, please
represent to us that in the future you will revise your non-GAAP revenue and net income measures to remove the deferred coinsurance ceding
commission adjustment or tell us why the acceleration of these deferred commissions is not an individually tailored revenue recognition
method. See Question 100.04 of the Compliance and Disclosure Interpretations (CDIs) on Non-GAAP Financial Measures.

Supplemental Response: In the future, the Company
will revise its non-GAAP revenue and net income measures to remove the deferred coinsurance ceding commission adjustment. This will include
removal in any metrics the Company uses such as management revenue, net revenue and management’s operating income or loss. For the
benefit of stakeholders, we intend to include a discussion of the operating measures used by management and the board to evaluate the
business in the Management Discussion and Analysis (MD&A) section of our periodic reports.

* * *

We hope the foregoing response
adequately addresses the Staff’s comment. Please do not hesitate to contact Reid A. Godbolt by telephone at (303) 573-1600 or by
email at rgodbolt@joneskeller.com, with any questions or comments regarding this correspondence.

    Very truly yours,

    JONES & KELLER, P.C.

    /s/ Reid A. Godbolt

    Reid A. Godbolt

cc via email:     A.
Michael Salem, Midwest Holding Inc.

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