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CORRESP
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CORRESP

 1290 Avenue of the Americas

New York, NY 10104

 Julie Collett

Senior Director and Counsel

Julie.collett@equitable.com

 (303) 902-9135

 October 7, 2022

VIA EDGAR

 Elisabeth Bentzinger, Esq.

United States Securities and Exchange

 Commission Office of
Insurance Products

 Division of Investment Management

 Mail
Stop 8629

 Washington, DC 20549-8629

Re:
 Separate Account FP

Equitable Financial Life Insurance Company

Initial Registration Statement on Form S-3

File Nos. 333-265008

Equitable America Variable Account K

Equitable Financial Life Insurance Company of America

Initial Registration Statement on Form S-3

File No. 333-265009

Dear Ms. Bentzinger:

 The purpose of this letter is to
provide a response to the supplemental comments you provided with respect to the above-referenced filings for Equitable Financial Life Insurance Company and Equitable Financial Life Insurance Company of America.

The Company has made the revisions to the MSO II Prospectuses as requested. Please see the revised MSO II Prospectuses filed herewith.

We have adjusted the launch date of MSO II and would like to have it effective on or before October 28, 2022. We will file a Pre-Effective Amendment that will
address any Staff comments to the prospectus. Also, we will provide any additional exhibits (including contract forms) that might be necessary.

 I trust
that the responses provided in this letter address your comments adequately. If you have any questions regarding these responses, please contact the undersigned at (303) 902-9135. Thank you very much for your
assistance with this filing.

 Best regards,

 /s/ Julie Collett

Julie Collett

 Market Stabilizer
Option® II Issued by Equitable Financial Life Insurance Company and Equitable Financial Life Insurance Company of America

  Prospectus dated September 28, 2022

 Please read and keep this Prospectus for future reference. It contains important information
that you should know before purchasing or taking any other action under your policy. Also, this Prospectus must be read along with the variable life insurance policy prospectus. This Prospectus is in addition to the variable life insurance policy
prospectus and all information in the variable life insurance policy prospectus continues to apply unless addressed by this Prospectus.

 What is the Market Stabilizer
Option® II?

The Market Stabilizer Option® II (“MSO”) is an index-linked
investment option available as a rider under certain variable flexible premium universal life policies issued by Equitable Financial Life Insurance Company and Equitable Financial Life Insurance Company of America (the “Company”,
“we”, “our” and “us”). The MSO permits you to invest in one or more Segments, each of which provides performance tied to the performance of an Index for a set period (one year).

 Terms of the MSO

•

The Segments provide for participation in the performance of the S&P 500 Price Return Index, which excludes dividends (the “Index”) generally up to the applicable Growth Cap Rate that we set on the Segment
Start Date.

•

The Growth Cap Rate for each Segment is set at the Company’s sole discretion and the Growth Cap Rate will not change during a Segment Term. The Company will not open a Segment with a Growth Cap Rate below the
applicable minimum Growth Cap Rate.

•

Our minimum Growth Cap Rate for 1 year standard segments is 4.25% for a -20% buffer, 4.5% for a -15% buffer and 5% for a -10% buffer. Our minimum Growth Cap Rate for Step Up Segments is 4.5%. Our minimum Growth Cap Rate
for Dual Direction Segments is 4.5%.

•

The extent of the downside protection at Segment maturity, also referred to as the Segment Buffer, varies by Segment, ranging from the first 10% to 20% of loss.

•

We will always offer a Segment Buffer that protects at least the first 10% of loss.

•

On the Segment Maturity Date, we will apply the Index-Linked Rate of Return to the Segment Account Value based on the performance of the Index. The total amount earned on an investment in a Segment of the MSO is only
applied at Segment maturity.

•

If you take an Early Distribution (including a requested partial withdrawal, loan payment, surrender, payment of charges, or exercise of certain riders) from a Segment on any date prior to Segment maturity, we make an
Early Distribution Adjustment, and calculate the value of the Segment as described in Appendix: “Examples of Segment Interim Values and Early Distribution Adjustments.” The amount received may be less than the amount invested and may be
less than the amount you would receive had you held the investment until Segment Maturity. The Segment Interim Value will generally be negatively affected by

increases in the expected volatility of index prices, increases in interest rates, and by poor Index performance.

•

The Index-Linked Rate of Return will be applied at the end of the period (your Segment Term) on the Segment Maturity Date and only to amounts remaining within the Segment until the Segment Maturity Date. The
Index-Linked Rate of Return will not be applied before the Segment Maturity Date.

•

The Index-Linked Return is calculated from the Index-Linked Rate of Return and could be positive, zero or in certain circumstances, negative as described below. You could experience an 80-90% loss of principal and
previously credited interest due to negative Index performance, depending on the Indexed Option selected. This could happen, for example, if there was a 100% decline in the S&P 500 Price Return Index. Therefore, there is the
possibility of a negative return on this investment at the end of your Segment Term, which may result in a significant loss of principal and previously credited interest. The risk of loss can be greater if you take an Early Distribution.

Please note that amounts that are removed from a Segment prior to the Segment Maturity Date will not be credited with the full extent of any
positive Index performance. Even when the Index performance has been positive, any Early Distributions may cause you to lose some principal and previously credited interest. Please see “Early Distribution Adjustment” in this Prospectus.

•

Although under the variable life insurance policy, we reserve the right to apply a transfer charge up to $25 for each transfer among your investment options, there are no transfer charges for transfers into or out of
the MSO Holding Accounts. Please note that once Policy Account Value has been swept from an MSO Holding Account into a Segment, transfers into or out of that Segment before its Segment Maturity Date will not be permitted.

 The SEC has not approved or disapproved these
securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The contracts are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and
are not bank guaranteed. They are subject to investment risks and possible loss of principal and previously credited interest.

EVM-63-22 (5/22)

Cat # 164382 (5/22)

EFLIC/EFLOA

#323737

•

Any Early Distribution Adjustment that is made may cause you to lose up to 90% of principal and previously credited interest due to negative performance or increased volatility of the Index through the Segment
Interim Value calculation, as explained in Appendix: “Examples of Segment Interim Values and Early Distribution Adjustments”. Therefore you should carefully consider whether to make such distributions and/or maintain enough value in
your Guaranteed Interest Option (“GIO”) and/or variable investment options to cover your monthly deductions. As described in this Prospectus, we will attempt to maintain a reserve (Charge Reserve Amount) to cover your monthly deductions,
but it is possible that the Charge Reserve Amount will be insufficient to cover your monthly deductions.

•

The Company’s obligations under the MSO are subject to its creditworthiness and claims paying ability.

•

Index-linked investment options such as those available under MSO are complex insurance and investment options, and you should speak with a financial professional about the MSO’s features, benefits, risks, and
fees, and whether the MSO is appropriate for you based upon your financial situation and objectives.

 These are only some of the terms associated with the Market
Stabilizer Option® II. Please read this Prospectus for more details about the Market Stabilizer Option® II. Also, this Prospectus
must be read along with the variable life insurance policy prospectus and policy rider for this option. Please refer to page 6 of this Prospectus for a Definitions section that discusses these and other terms associated with the Market Stabilizer
Option® II. Please refer to page 12 of this Prospectus for a discussion of risk factors.

The Market Stabilizer Option® II is available only under certain
variable life insurance policies that we offer and may not be available through your financial professional.

Other policies. We offer a variety of fixed and
variable life insurance policies which offer policy features, including investment options, that are different from those offered by this Prospectus. Not every policy or feature is offered through your financial professional. You can contact us to
find out more about any other insurance policy.

 Contents of this Prospectus

Market Stabilizer Option® II

 The Company

5

1. Definitions

6

2. Key Features of the MSO

9

3. Fee Table Summary

11

4. Risk Factors

12

 COVID-19

13

 Cybersecurity risks and catastrophic events

14

5. Description of the MSO

15

 Indexed Options

15

 MSO Holding Accounts

15

 Segments

15

 Participation Rate

16

 Growth Cap Rate

16

 Segment Buffer

16

 Segment Interim Value

17

 Segment Maturity

17

 Segment Maturity Value

17

 Index-Linked Return

20

 Early Distribution Adjustment

20

 Charges

21

 Charge Reserve Amount

21

 How we deduct policy monthly charges during a Segment Term

21

 Change in Index

22

 Transfers

22

 Withdrawals

22

 Cash Surrender Value, Net Cash Surrender Value and Loan Value

23

 Guideline Premium Force-outs

23

 Loans

23

 Impact of Imposition of a Lockout Period

24

 Asset Rebalancing Service

24

 Your right to cancel within a certain number of days

24

 Right to discontinue and Limit Amounts Allocated to the MSO

25

 Impact of MSO Election on Other Policy Riders and/or Services

25

When we address the reader of this Prospectus with words such as “you” and “your,” we mean the person who has the right or responsibility that the
Prospectus is discussing at that point. This is usually the policy owner.

 3

 Effect of your death on the MSO

25

 About Separate Account No. 67

25

 About Separate Account LIO

26

6. Distribution of the policy

27

7. Incorporation of certain documents by reference

28

Appendices

29

 Examples of Segment Interim Values and Early Distribution
Adjustments

29

 Index Publishers

38

 4

 The Company

 Equitable Financial Life Insurance Company

 Equitable Financial Life Insurance Company, is a New York stock life insurance corporation. We
have been doing business since 1859. The Company is an indirect wholly owned subsidiary of Equitable Holdings, Inc. No other company has any legal responsibility to pay amounts that the Company owes under the policies. The Company is solely
responsible for paying all amounts owed to you under your policy.

 For more than 160 years
the Company has been among the largest insurance companies in the United States. We are licensed to sell life insurance and annuities in all fifty states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is located
at 1290 Avenue of the Americas, New York, NY 10104.

 Equitable Financial Life Insurance
Company of America

 Equitable Financial Life Insurance Company of America is an Arizona
stock life insurance corporation organized in 1969. We are indirect wholly owned subsidiaries of Equitable Holdings, Inc.

No other company has any legal responsibility to pay amounts that we owe under the policies. We are solely responsible for paying all amounts owed to you under the
policy.

 The Company is licensed to sell life insurance and annuities in forty-nine states
(not including New York), the District of Columbia, and Puerto Rico, and the U.S. Virgin Islands. Our main administrative office is located at 525 Washington Boulevard, Jersey City, NJ 07310.

 How to reach us

 Please refer to the “How to reach us” section of the variable life insurance policy
prospectus for more information regarding contacting us and communicating your instructions. We also have specific forms that we recommend you use for electing the MSO and any MSO transactions.

 5

 1. Definitions

 Business Day — Generally, a business day is any day the New York Stock Exchange is open for trading. If the New York Stock Exchange is not open for trading or if the Index value is, for any other reason, not
published on the Segment Start Date or a Segment Maturity Date, the value of the Index will be determined as of the end of the most recent preceding business day for which the Index value is published.

 Cash Surrender Value — The cash surrender value is equal to your Policy Account Value minus any surrender charges that are in effect under your variable life insurance policy subject to any Early Distribution
Adjustment.

Charge Reserve Amount — A minimum amount of Policy Account Value in the Guaranteed Interest Option (“GIO”) that is required to begin a new Segment on the Segment Start Date in order to approximately cover
all of the estimated monthly charges for the policy including, but not limited to, the policy’s monthly cost of insurance charge, the policy’s monthly administrative charge, the policy’s monthly mortality and expense charge, the
MSO’s monthly Variable Index Segment Account Charge and any monthly optional rider charges, (please see “Charges” in this Prospectus for more information) during the Segment Term.

 Company — Refers to Equitable Financial Life Insurance Company of America (“Equitable America”) or Equitable Financial Life Insurance Company (“Equitable Financial”). The terms
“we”, “us”, and “our” are also used to identify the issuing Company. Equitable America does not do business or issue contracts in the state of New York. Generally, Equitable America will issue contracts in all states
except New York and Puerto Rico and Equitable Financial will issue contracts in New York and Puerto Rico. However, if the primary selling agent is an Equitable Advisors financial professional whose business address is in the state of New York,
the issuing Company will be Equitable Financial, even if the contract is issued in a state other than New York.

Dual Direction Segment — Any Segment belonging to an Indexed Option whose name includes “Dual Direction.” If the Index Performance Rate exceeds the Segment’s Growth Cap Rate, then the Segment’s
Index-Linked Rate of Return will be equal to the Growth Cap Rate. If the Index Performance Rate is between the Growth Cap Rate and the Segment Buffer inclusive of both, then the Index-Linked Rate of Return will be equal to the absolute value of the
Index Performance Rate. If the Index Performance Rate is negative and below the Segment Buffer, then the Index-Linked Rate of Return will be equal to the amount of negative performance below the Segment Buffer.

 Early Distribution — A requested partial withdrawal, loan payment, surrender, deduction for monthly charges (if amounts are not available from the variable investment options or GIO) or other distribution from a
Segment, made prior to the Segment Maturity Date. Such other distributions

would include any distributions from the policy that we deem necessary to continue to qualify the policy as life insurance under applicable tax law, any unpaid loan interest, or any distribution
in connection with