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SEC Response No. 1 333-263495; 333-263492; 333-262390

March 23, 2023

 ATTORNEYS AT LAW

1025 Thomas Jefferson Street, NW | Suite 400 West

Washington, DC 20007-5208

 202.965.8100 | fax
202.965.8104

 www.carltonfields.com

Atlanta

 Florham Park

Hartford

 Los Angeles

Miami

 New York

Orlando

 Tallahassee

Tampa

 Washington, DC

West Palm Beach

 Via Electronic Mail and Edgar Transmission

 Mr. Sonny Oh
Senior Counsel
Division of Investment Management

Disclosure Review and Accounting Office
U.S. Securities and Exchange Commission

100 F Street, N.E.
Washington, DC 20549

Re:
 Brighthouse Life Insurance Company

Post-Effective Amendments to Registration Statements on Form S-3

(File Nos. 333-263495, 333-263492, and 333-262390)

 Brighthouse Shield Level Select 3-Yr, 6-Yr, Pay Plus and Pay Plus Advisory Annuities (respectively)

 Dear Mr. Oh:

On behalf of Brighthouse Life Insurance Company (the “Registrant”), we are responding to the comments of the staff (the “Staff”) of
the U.S. Securities and Exchange Commission (the “Commission”) provided to us via telephone on February 24, 2023 and March 7, 2023 with regard to the post-effective amendments to registration statements on Form S-3 (the “Registration Statements”) filed under the Securities Act of 1933, as amended (the “Securities Act”) with the Commission on January 13, 2023, which relates to above-referenced
Shield Level Annuities, individual single premium deferred index-linked separate account annuity contracts (the “Contracts”).

 Capitalized
terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

 For ease of reference, each of the comments
of the Staff is set forth below, followed by the Registrant’s response. In cases where the Registrant’s response indicates that the Registrant has proposed revised disclosure in the Registration Statement, the marked courtesy copy of the
Shield Level Pay Plus and Pay Plus Advisory supplement (“the Pay Plus Supplement” or “Supplement”) filed

 132025830.2

 Carlton Fields,
P.A.

Carlton Fields, P.A. practices law in California through Carlton Fields,
LLP.

 Mr. Sonny Oh

March 23, 2023

 Page 2

herewith reflects those changes. Certain clarifying, editorial and updating changes have been made as well.

 1.

 Cover Page

 Comment:

 In the second paragraph on the cover page of the Pay Plus Supplement, add to the cover page the risk disclosure regarding the
possibility that there may be only one investment option that was recently added to the Shield Level Select Advisory Annuity contract.

 Response:

 Registrant has added the requested disclosure. Please note that the requested disclosure was added to the “Shield Options”
section located on the Cover Page of the Supplement as there was more context there to set up the disclosure.

 2.

 Applicability of Comments

 Comment:

 The Staff comments provided with respect to the Supplement on 02.24.2023 apply to the 3-year
and 6-year Contracts, as appropriate.

 Response:

 As noted above, Registrant has revised the Supplement in response to the Staff’s comments. The revisions are reflected in the
marked copy of the Supplement filed herewith. The same revisions will be made to the 3-year and 6-year supplement as appropriate.

 3.

 Use of Supplement Approach

 Comment:

 The Staff has concluded that Brighthouse may appropriately use supplements to add the Step Rate Edge Shield option to the Pay Plus,
Pay Plus Advisory, 3/6-year contracts, and subsequent Shield Level Select Advisory Annuity Contract filed on 3/17. The supplements should be revised so that they can be used a “standalone”
disclosure documents. In this vein, make it clear as necessary throughout the prospectus that the supplements “add” information to the prospectus, and avoid terms such as “revising,” “amending,” or
“inserting.” For example, in the second paragraph of the cover page, revise the third sentence to state that “[t]he supplement adds certain information to your prospectus .... ”

 Response:

 Registrant has made the requested revisions.

 4.

 Use of Supplement Approach

 Comment:

 By way of another example, the Shield Option table included in the Supplements should reflect only the Shield Options with Step Rate
Edge.

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 Mr. Sonny Oh

March 23, 2023

 Page 3

 Response:

 Registrant has revised the Shield Option table to reflect only newly available Shield Options for Contracts issued on and after May
1. The Registrant notes that these newly available Shield Options include more than just Shield Options with Step Rate Edge. The Nasdaq-100 Index® will
be available to all Shield Options with Cap Rate, Step Rate and Step Rate Edge alike. In addition, the newly added 2-Year term will be available for certain Shield Options with Step Rate as well as Step
Rate Edge.

 5.

 Supplement Example

 Comment:

 Do not refer to the example in the Supplement as “Example 1.C.” Instead, use something along the following lines:
“Here is an example of how the Step Rate Edge works. The example is designed to illustrate similar principles to those illustrated in Examples 1A (“Shield Option with Cap Rate“) and 1B (“Shield Option with Step Rate”)
in the prospectus.”

 Response:

 The Registrant has made the requested revisions.

 6.

 Supplement Format

 Comment:

 Arrange the information less in line with the format of the prospectus, e.g., move the risk factors near the end of the
Supplement.

 Response:

 Registrant has revised the Supplement as requested.

 7.

 Use of Terms

 Comment:

 The Staff notes that the meaning of some of the terms in the prospectus may change with respect to usage in the
Supplement.

 Response:

 The Registrant has reviewed the terms used in the Supplement and does not believe that the meanings of those terms differ materially
from how the terms are used in the prospectus.

 8.

 Comparison of Different Crediting Methods

 Comment:

 When comparing the different crediting methods, compare all three types (Cap, Step and Edge) in the Supplement.

 Response:

 Registrant has replaced the second paragraph under “Step Rate Edge” with the following:

 In deciding whether to purchase a Shield Option with a Cap Rate versus a Step Rate or Step Rate Edge, you should consider the
following:

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 Mr. Sonny Oh

March 23, 2023

 Page 4

 •

 Step Rates and Edge Rates are generally lower than Cap Rates. For example, if Index Performance is equal to or greater than zero but
less than the Step Rate, and you chose a Cap Rate for your Shield Option, your Performance Rate Adjustment will be lower than it otherwise would be had you chosen a Step Rate.

 •

 Similarly, if Index Performance is equal to or greater than the Shield Rate but less than the Edge Rate, and you chose a Cap Rate for
your Shield Option, your Performance Rate Adjustment will be lower than it otherwise would be had you chosen an Edge Rate.

 •

 Alternatively, if Index Performance is positive and exceeds the Step Rate, and you chose a Step Rate for your Shield Option, your
Performance Rate Adjustment will be lower than it otherwise would be had you chosen a Cap Rate. For example, if you chose a Shield Option with a 10% Cap Rate and there is a 15% Index Performance, your Performance Rate is 10%; however, if instead you
were to choose a Shield Option with an 8% Step Rate, your Performance Rate would instead be 8%.

 •

 Similarly, if the Index is equal to or greater than the Shield Rate and exceeds the Edge Rate, and you chose an Edge Rate for your
Shield Option, your Performance Rate Adjustment will be lower than it otherwise would be had you chosen a Cap Rate. For example, if you chose a Shield Option with a 10% Cap Rate and there is a 15% Index Performance, your Performance Rate is 10%;
however, if instead you were to choose a Shield Option with an 6% Edge Rate, your Performance Rate would be 7%.

 In deciding whether to purchase a Shield Option with a Step Rate versus Step Rate Edge, you should consider the
following:

 •

 Edge Rates are generally lower than Step Rates, but Edge Rates are applicable when Index Performance is equal to or greater than the
Shield Rate whereas Step Rates are applicable only when Index Performance is equal to or greater than zero. For example, if you chose an Edge Rate of 7% and Index Performance is equal to or greater than the Shield Rate but less than zero, your
Performance Rate would be 7%. On the other hand, if you chose a Step Rate of 8% and Index Performance is equal to or greater than the Shield Rate but less than zero, your Performance Rate would be 0% even though the Step Rate is higher than the Edge
Rate. Conversely, if

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 Mr. Sonny Oh

March 23, 2023

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 you chose an Edge Rate of 7% and Index Performance is equal to or greater than zero, your Performance Rate would be 7% whereas if you
had chosen a Step Rate of 8%, your Performance Rate Adjustment would be 8% rather than 7%.

 9.

 Information Incorporated By Reference

 Comment:

 Please include in the Supplement an “Information Incorporated by Reference” section as required by Item 12 of Form S-3 as well as an “Independent Registered Public Accounting Firm” section.

 Response:

 Registrant has revised the Supplement as requested.

 10.

 Requests for Prospectuses

 Comment:

 Please explain supplementally to the Staff:

 A.

If an existing Shield contract owner (i.e., one that bought their contract before May 1, 2023), who has never seen the Edge Rate supplement, requests a prospectus after May 1 (when Shield Edge Rate becomes available
through the supplemented Shield prospectuses), what will they receive? For example, if a contract owner bought a Contract with a one-year term in June 2022, receives notice that the term is expiring in
May 2023, and realizes they cannot find their prospectus, will they receive a prospectus with a Step Rate Edge supplement? Without a supplement?

 Response:

In-force contract owners would receive the most current version of the prospectus, including all supplements.

 B.

Could they by virtue of being able to roll over to the same or another Shield option elect the Shield Rate Edge at that point?

 Response:

The enhancements described in the Supplement are only available for Contracts issued on and after May 1; accordingly the enhancements are not available to the in-force contract owner in this
example.

 C.

If prior to filing a required 3-year registration statement for the Pay Plus or 3/6-year Contracts, Brighthouse seeks to add another Shield
Option/feature, would Brighthouse add the new option or feature in a supplement, or not?

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 Mr. Sonny Oh

March 23, 2023

 Page 6

 Response:

 Registrant will make that determination at that time, and if appropriate, will consult with SEC Staff.

 11.

 Terminology Revisions

 Comment:

 Under the caption “Step Rate Edge,” change “Step Rate Edge” at the end of the second line in the first paragraph
to “Edge Rate.” In the first line in the second paragraph, change “Edge Rate” to “Step Rate Edge.”

 Response:

 Registrant will revise the Supplement as requested.

 12.

 Shield Rate Risk Disclosure

 Comment:

 Clearly explain how Shield works in conjunction with Step Rate Edge, e.g., make sure readers understand that they are protected down
to the Shield Rate (say 10%) but that they are not protected at even a minimal amount lower than the Shield Rate.

 Response:

 Registrant has added the following language to the first paragraph under “Shield Options with Step Rate
Edge”:

With Shield Options with Step Rate Edge, as with any Shield Option you select under the Contract, there is a risk of substantial loss of your principal (unless you allocated your Purchase Payment to the Fixed Account) because you
agree to absorb all losses that exceed the Shield Rate. Therefore, if a negative Index Performance for a Shield Option with Step Rate Edge exceeds the corresponding Shield Rate at the Term End Date, you will bear the portion of the loss that exceeds
the Shield Rate. This means that there could be situations when a small difference in the Index Performance results in significantly different Performance Rates. For example, if Index Performance is -9.5%, the
Shield Rate is 10%, and the Edge Rate is 7%, the Performance Rate will equal the Edge Rate, or 7%. On the other hand, if Index Performance is –10.5% and the Shield Rate is 10%, the Performance Rate will equal
-.5%.

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 Mr. Sonny Oh

March 23, 2023

 Page 7

 13.

 Revisions to Captions

 Comment:

 Drop the caption “Appendix A,” revise “INDEX PUBLISHERS” to “NASDAQ INDEX,” and delete “The
following is added to the end of Appendix A.”

 Response:

 Registrant has made the requested revisions.

 14.

 Exhibits

 Comment:

 In the Pay Plus post-effective amendment, revised Contract Schedules were filed as exhibits that appear to reflect the
addition of the NASDAQ Shield Options and the 2-year Shield Options. Please confirm that the Contract Schedules filed as exhibits to the 3-Year and 6-Year post-effective amendments similarly reflect the addition of the NASDAQ Shield Options and the 2-Year Shield Options.

 Response:

 The Registrant has confirmed that the NASDAQ and 2-Year Shield Options are
reflected in the 3-Year and 6-Year Contract Schedules.

 15.

 Correction to Caption

 Comment:

 Please correct the caption “Investment Amount Calculation with Step Rate Edge” and “Interim Value
Calculation with Step Rate Edge.”

 Response:

 Registrant has made the requested revisions.

 16.

 How To Find Edge Rates

 Comment:

 Include a paragraph under “Step Rate Edge” explaining where and how to find Edge Rates. For example, there
is a paragraph in the prospectus that begins “There are two ways ....”

 Response:

 Registrant has added the requested disclosure.

 17.

 Step Rate Edge Description

 Comment:

 In the first paragraph under “Step Rate Edge,” please provide more disclosure regarding how Step Rate Edge
interacts with the Shield Rate.

 Response:

 Registrant has added the following sentence after the first sentence in the referenced paragraph:

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 Mr. Sonny Oh

March 23, 2023

 Page 8

 “Step Rate Edge therefore, provides you with the opportunity to receive the Edge
Rate even when Index Performance is negative, so long as Index Performance is equal to or greater than the Shield Rate.”

 As
always, we appreciate the Staff’s review of and comments. Please contact the undersigned at (202) 965-8139 with questions or comments.

 Very truly yours,

/s/ W. Thomas Conner

 W. Thomas Conner

Shareholder

cc:
 Michele Abate, Associate General Counsel, Brighthouse Financial, Inc.

Dionne Sutton, Corporate Counsel, Brighthouse Financial, Inc.

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