SecProbe.io

CORRESP
1
filename1.htm

Response Letter

 Julie Collett

Senior Director and Counsel

julie.collett@equitable.com

(303) 902-9135

September 21, 2021

 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 N-6

File Nos. 333-257925; 811-04335

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 filing for Equitable Financial Life Insurance Company (the “Company”). For your convenience, I have included those comments below, and
followed each comment with the Company’s response.

 General

1.
 Please confirm that all missing information, including all exhibits, will be filed in a pre-effective amendment to each registration statement. We may have further comments when you supply the omitted information.

Response: All missing information, including all exhibits, will be filed in a pre-effective amendment
to this each registration statement.

2.
 Please provide powers of attorney that relate specifically to each registration statement as required by Rule
483(b) of the Securities Act of 1933.

 Response: The applicable powers of attorney will be filed in a pre-effective amendment.

 Cover Page

3.
 Please state that additional information about certain investment products, including variable life insurance,
has been prepared by the Securities and Exchange Commission’s staff and is available at Investor.gov. Item 1(a)(7) of Form N-6.

Response: The disclosure has been revised as requested.

4.
 Please reconcile the cancellation provision described in the third paragraph (i.e., “[i]n most
states, we will refund the policy account value less any outstanding loan and accrued loan interest…”) with the cancellation provision described on page 51 of the prospectus (i.e., “[i]n most states, we will refund the premiums
that were paid, less any outstanding loan and accrued loan interest…”).

 Response: The disclosure has been
revised as requested.

5.
 In the second paragraph under the “What is COIL Institutional Series?” discussion, please make clear
that an investor could experience a significant loss of principal and previously credited interest in connection with the MSO. Please make corresponding changes to the definition of the MSO on page 5 and the MSO discussion on page 24.

 Response: The disclosure has been revised as requested.

Definition of Key Terms (pages 5-6)

6.
 Please reconcile the definition of Cash Surrender Value, which is described as the difference between the
policy account value and any surrender charges, with the definition on page 24, which is described as the policy account value plus the Enhanced Amount, if applicable. Please similarly reconcile the definition of Net Cash Surrender
Value, which is described as the difference between the policy account value minus any outstanding loan and accrued loan interest, with the definition on page 24 of cash surrender value minus any outstanding policy loan and accrued
loan interest.

 Response: The disclosure has been revised as requested.

7.
 In the Net Policy Account Value definition, please remove the reference to the living benefits rider, which is
not offered under the Policy. Please also remove the living benefit reference on page 26 in the discussion regarding unrestricted transfers out of the GIO and in the discussion on Borrowing From Your Policy on page 13 of the Initial Summary
Prospectus.

 Response: The disclosure has been revised as requested.

Important Information You Should Consider About the Policy (pages 7-9)

8.
 Please state in the Charges for Early Withdrawals section that the Company will not deduct a charge for
surrendering the Policy. Please also state that there is an MSO Early Distribution Adjustment on amounts withdrawn before segment maturity, which could result in a 75% loss of Segment Account Value and provide a cross-reference to the MSO prospectus
for more information.

 Response: The disclosure has been revised as requested.

9.
 In the Transaction Charges discussion, please remove the reference to charges imposed in connection with
requests to decrease the policy’s face amount, as the Policy does not impose any such charge.

 Response: The
disclosure has been revised as requested.

10.
 In the Ongoing Fees and Expenses row of the table, please include MSO and loan charges in the list of fees and
expenses. Please also disclose the minimum and maximum Portfolio expenses before expense reimbursements or fee waiver arrangements. Instruction 2(c)(ii)(A) to Item 2 of Form N-6.

Response: The disclosure has been revised as requested.

11.
 When describing Insurance Company Risks, please note that any policy obligations, including under the fixed
rate option and under the MSO, are subject to the Company’s claims-paying ability. Moreover, to

avoid investor confusion, please replace the phrase “fixed rate option” with “guaranteed investment option,” as is used elsewhere in the prospectus. Please also provide a
cross-reference to the “About our general account” section of the prospectus. Instruction 1(b) to Item 2 of Form N-6.

Response: The disclosure has been revised as requested.

12.
 In the Policy Lapse section of the Risks table, please briefly reference the Policy Continuation Rider
(e.g., the Policy will not lapse so long as the conditions of the rider are satisfied, including that there is sufficient net policy account value to cover the Policy Continuation Charge, and the rider is exercised) and provide a
corresponding cross reference. Please also consider briefly disclosing the operation of the grace period if the policy is in default, including the notice to be provided and whether the owner may have an opportunity to make an additional payment to
keep the policy in force.

 Response: The disclosure has been revised as requested.

13.
 When discussing Investments – Restrictions, please make clear in the first sentence that an owner may
allocate premiums to the Portfolios and to the GIO and the MSO. Please clarify that the transfer restrictions discussed in the second paragraph refer only to transfers among the variable investment options, if true.

Response: The disclosure has been revised as requested.

Overview of the Policy (pages 10-11)

14.
 In the first paragraph, please note that the MSO is an index-linked investment option, which is
described in a separate prospectus. In the last paragraph before the Contract Features discussion, please note that an owner can also allocate policy value to the MSO, and state that the MSO rider provides owners with the opportunity to earn
interest that the Company will credit based in part on the performance of the S&P 500 Price Return Index, subject to the possibility of negative returns and significant loss of principal and previously credited interest. Please also disclose
that different procedures and additional restrictions on withdrawals, loans, surrender, and right to cancel apply to the MSO, and provide a cross-reference to the MSO prospectus.

Response: The disclosure has been revised as requested.

15.
 Please briefly describe the Enhanced Amount.

Response: The disclosure has been revised as requested.

16.
 When describing the types of death benefit under the Policy, please disclose that under Option B, the policy
account value is increased by the Enhanced Amount (during the first 14 policy years). Please make corresponding changes to the “Your Policy’s ‘Death Benefit’ Options” discussion on page 8 of the Initial Summary Prospectus.

 Response: The disclosure has been revised as requested.

Fee Table (pages 12-14)

17.
 In the Periodic Charges table, please clarify that the Integrated Term Rider cost of insurance and
administrative charges for a representative investor are shown at the time of a requested ITR face amount increase. Similarly, the ITR cost of insurance charge should be shown as a per $1,000 of rider term insurance benefit and any
requested ITR face amount increase.

 Response: The disclosure has been revised as requested.

18.
 With regard to the Policy Continuation Rider, please remove the term “Highest” when stating the rate
of 13.10% for policies with the cash value accumulation test, as the table already states that this is the “Maximum rate.” Similarly, please remove the phrase “Lowest: 5.00%,” as the current rate for a policy with the cash value
accumulation test is 8.60% (and current rates are not otherwise provided in the table).

 Response: The disclosure has
been revised as requested.

19.
 In the first footnote to the Periodic Charges table, please remove the reference to the surrender charge, as
the Policy does not impose surrender charges. Please also remove references to surrender charges in the Initial Summary Prospectus (e.g., in the Surrendering the Policy section of the Overview of the Policy on page 7 and in the discussion on
Borrowing From Your Policy on page 13).

 Response: The disclosure has been revised as requested.

20.
 In footnote 1 to the Annual Portfolio Company Expenses table, please state that the Expense Limitation
Arrangement does not apply to unaffiliated Portfolios.

 Response: The disclosure has been revised as requested.

Principal Risks of Investing in the Policy (page 16)

21.
 In the third bullet, please indicate that the policy could lapse due to insufficient premium payments.

 Response: The disclosure has been revised as requested.

22.
 Please disclose that there may be adverse tax consequences associated with taking a policy loan or making a
partial withdrawal.

 Response: The disclosure has been revised as requested.

23.
 Please consider stating that the guarantees made by the Company under the Policy are supported by the
Company’s general account and are subject to the Company’s claims paying ability, and that an investor should look solely to the financial strength of the Company for its claims-paying ability.

Response: The disclosure has been revised as requested.

Payment of Premiums and Determining Your Policy’s Value (pages 22-25)

24.
 The prospectus states that under the Executive Underwriting Program, the best eligible underwriting
classification is Preferred. Please clarify in the disclosure where the Preferred underwriting classification ranks in terms of the Policy’s underwriting classifications. If true, please also state that the cost of insurance charges are higher
for healthy individuals under the Executive Underwriting Program than under the traditional underwriting process. Instruction 2 to Item 7(a) of Form N-6.

Response: The disclosure has been revised to clarify that the Preferred Plus underwriting classification which is available through traditional
underwriting will in most cases result in a lower cost of insurance charge.

25.
 In the “Policy ‘Lapse’ and Termination” discussion on page 23, please clarify that the
policy will not lapse if the owner satisfies the requirements of the Policy Continuation Rider, including that there is sufficient net policy account value to cover the Policy Continuation Charge, and include a corresponding cross-reference to the
rider discussion later on in the prospectus.

 Response: The disclosure has been revised as requested.

 Transferring Your Money Among Our Investment Options (pages
26-27)

26.
 The first paragraph states that the Company reserves the right to restrict transfers among variable investment
options, including that the Company could require a minimum time period between transfers and a maximum dollar amount for transfers. Please describe all limitations under the contract regarding transfers, including such minimum time periods and
maximum dollar amounts. Item 8(b)(2) of Form N-6.

 Response: The disclosure has
been revised as requested.

27.
 Please disclose on page 28 that increases and decreases in insurance coverage may impact the values in the MSO
Holding Accounts and Segment Accounts and provide a corresponding cross-reference to the MSO prospectus.

 Response: The
disclosure has been revised to reflect that increases in insurance coverage may impact the values in the MSO Holding Accounts and Segment Accounts as requested. A decrease in insurance coverage does not impact such values so the requested edit was
not made.

28.
 When describing on page 29 how the alternative death benefit is calculated under the cash value accumulation
test, please clarify that it is equal to the policy account value (including any applicable Enhanced Amount) multiplied by the specified policy percentage. Please also remove the reference to policies issued on or after January 1, 2021,
as all Policies fall into this category.

 Response: The disclosure has been revised as requested.

29.
 Under Accessing Your Money, please more clearly state that policy loans, partial withdrawals, and policy
surrender may have tax consequences.

 Response: The disclosure has been revised as requested.

30.
 Please state the current loan interest rate charged under the Policy. Please also disclose how loan interest
due is credited under the Policy (e.g., the amount is transferred from the investment options to the loan account). Item 13(c) of Form N-6.

Response: The disclosure has been revised to include the current loan interest rate charged under the Policy. There is disclosure immediately
preceding “Loan interest we charge” which describes what happens when a loan is taken. In addition, there is disclosure in “Paying off your loan” which describes what happens when loan repayments are made. Accordingly, additional
disclosure has not been added.

 Other Benefits Available Under the Policy (pages 39-45)

31.
 Please include the Enhanced Amount in the additional benefits table. Item 11(a) of Form N-6.

 Response: The disclosure has been revised as requested.

32.
 Regarding the Integrated Term Rider, please clarify in the second column of the table that the purpose of the
rider is to provide additional coverage in the form of a higher death benefit. Please revise the first bullet in the fourth column to state that the rider must be elected at policy issue, and replace the second bullet with bullets that
briefly describe the restrictions and limitations associated with the rider. Instructions 3 and 5 to Item 11(a) of Form N-6.

Response: The disclosure has been revised as requested.

33.
 Please clarify in the additional benefits table and on page 43 that the Policy Continuation Rider protects
against future policy lapse when monthly deductions cannot be paid due to loan indebtedness. Please also state in the table that the Policy Continuation Rider cannot be exercised if Death Benefit Option B is in effect, and state that when the
rider is in effect, partial withdrawals, premium payments, changes to the policy face amount and death benefit option, and transfers out of the unloaned guaranteed interest option are prohibited. Please remove the second bullet, which is redundant
with the first, and the third bullet, as the narrative preceding the table makes clear that fees may be imposed under the riders.

 Response: The disclosure has been revised as requested.

34.
 Please move the ITR Charges discussion on pages 41-42 to the More
Information About Policy Charges section of the prospectus. After doing so, please disclose all current ITR charges as required by Item 7(a) of Form N-6

Response: The disclosure has been revised as requested.

35.
 On page 43, please remove the reference to “this supplement” when providing a cross referenced to the
“Death Benefit under the ITR” section of the prospectus.

 Response: The disclosure has been revised as
requested.

36.
 When describing the Policy Continuation Rider beginning on page 43, please state that the rider is
automatically included with the Poli