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 Eversheds Sutherland (US) LLP

 700 Sixth
Street, NW, Suite 700

 Washington, DC 20001-3980

D: +1 202.383.0158

 F: +1 202.637.3593

 steveroth@

eversheds-sutherland.com

 December 7, 2022

 VIA
EDGAR

 Matthew Williams

 U.S. Securities and Exchange
Commission

 Division of Investment Management

 100 F Street,
NE

 Washington, DC 20549-8629

Re:
 Fidelity & Guaranty Life Insurance Company

Initial Registration Statement on Form S-1

File No. 333-267180

Dear Mr. Williams:

 On August 31, 2022,
Fidelity & Guaranty Life Insurance Company (the “Company”) filed an initial registration statement on Form S-1 for certain individual registered indexed linked annuity contracts to be
issued by the Company. On October 31, 2022, you provided the Commission staff’s comments on the initial registration statement filing.

 Below
please find the Commission Staff’s comments followed by the Company’s responses thereto. Where a comment was made with regard to disclosure in one location, applicable changes were made to all similar disclosure appearing elsewhere in the
registration statement. Included with this letter is a draft of the pre-effective amendment filing that the Company intends to file pursuant to Rule 472 under the Securities Act. Such draft includes revisions
in response to the Commission Staff’s comments, as described in this letter, and are marked to compare the above-referenced initial registration statement filing.

General

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

 RESPONSE: The Company confirms that the draft registration statement provided with this letter was
updated to include certain of the missing information. The Company further acknowledges the Staff’s comment and notes that all other information omitted from the initial registration statement will be added by a
pre-effective amendment.

2.
 Please clarify supplementally whether there are any types of guarantees or support agreements with third
parties to support any of the Company’s obligations under the Contract or whether the Company will be solely responsible for any benefits or features associated with the Contract.

 RESPONSE: The Company confirms that there are no such guarantees or other agreements, and that there is
no intent to enter into any such agreements at this time. The Company may seek to purchase or obtain reinsurance with respect to its obligations under the Contract, but the Company will remain solely responsible to the contract holder for any
benefits or features associated with the Contract.

 Eversheds Sutherland (US) LLP is part of a global legal practice, operating through
various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

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 December 7, 2022

 Page 2

3.
 Please complete the legend on the back cover page of the prospectus as required by Item 502(b) of Regulation S-K.

 RESPONSE: The requested legend has been added to the back cover page of the prospectus.

4.
 The staff considers the use of the term “Secure Outcome” in the name of the Contract potentially
misleading since it suggests that investments in the Contract are protected from loss when in fact they are not. We note disclosure on the cover page stating “An investment in this Contract is subject to risks, including the possible loss of
principal.” Please revise the name accordingly. See Sample Letter Sent to Financial Institutions Regarding Their Structured Note Offerings Disclosure in Their Prospectus Supplements and Exchange Act Reports (Apr. 2012),
www.sec.gov/divisions/corpfin/guidance/structurednote0412.htm (noting that “[i]ssuers should evaluate the titles used for their different types of structured notes and should revise to clearly describe the product in a balanced manner and avoid
titles that stress positive features without also identifying limiting or negative features.”).

 RESPONSE: The Company has removed the term “Secure Outcome” from the name of the
Contract. The revised the name of the Contract is “F&G Confidence Builder.”

 Cover Page

5.
 Please prominently state after the third sentence on the cover page that the Company does not allow additional
Premium Payments after the initial Premium Payment.

 RESPONSE: The Company updated the disclosure as requested.

6.
 The first paragraph states: “Certain words and phrases used and capitalized throughout the prospectus are
defined in the section titled ‘Defined Terms.’” Notwithstanding this disclosure, please provide plain English definitions of defined terms where first used on the cover page. For example, where Point to Point, Annual Lock, Cap Rate,
and Performance Trigger Rate are discussed on the cover page, please briefly explain what these terms mean.

 RESPONSE: The Company has revised the cover page to simplify the information provided therein. To the
extent defined terms are used, the Company has updated the disclosure as requested.

7.
 In the third paragraph, please warn investors of the maximum loss that could be sustained at end of a Crediting
Period under each Index-Linked Interest Strategy.

 RESPONSE: The Company has updated the disclosure as requested.

8.
 The fourth paragraph discusses Indices in bold font. Here, and throughout, please consider only bolding the
most prominent features of the product that investors should pay particular attention to. For example:

a.
 The second sentence of the tenth paragraph on the cover page states: “Investors should speak with a
financial professional about the Contract’s features, benefits, risks, and fees, and whether the Contract is appropriate for the investor based upon his or her financial situation and objectives.” Please make this sentence more prominent
(e.g., in bold type).

b.
 Disclosure on page 5 of the Summary section states: It is possible to lose your entire principal
investment.” Please make this sentence more prominent (e.g., in bold type).

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 December 7, 2022

 Page 3

c.
 In Annual Lock Index-Linked Crediting Strategies on page 30, please make the following sentence more prominent
(e.g., in bold type): “However, no Index Interest Credit will be credited to the Index-Linked Interest Strategy until the Crediting Date at the end of the Crediting Period.”

d.
 The fourth paragraph in Annual Lock Index-Linked Crediting Strategies on page 30 states, in part: “The
Annual Lock Amount is used only to calculate the performance of an Index-Linked Interest Strategy on each Contract Anniversary during the Crediting Period.” Please make this entire paragraph more prominent (e.g., in bold type).

 RESPONSE: The Company has removed the list of indices from the cover page and has otherwise updated the
disclosure as requested.

9.
 Please revise the seventh paragraph as follows: “Any interest credited to your Contract, as well as
our obligations under the Contract, either as a result of investing in an Index-Lined Interest Strategy or the Fixed Interest Strategy, is are subject to our creditworthiness and claims-paying ability.”

 RESPONSE: The Company has updated the disclosure as requested.

10.
 The eighth paragraph states that withdrawals may be subject to a surrender charge. Here, and throughout as
applicable, please also disclose that there is a six-year surrender charge period for up to 7% of amounts withdrawn and that Strategy Interim Value adjustments may also apply. Please also briefly describe the
Strategy Interim Value.

 RESPONSE: The Company has updated the disclosure as requested.

11.
 The second sentence of the eighth paragraph states: “If you take a withdrawal from your Contract, there is
a risk of loss of principal and related earnings due to any applicable surrender charge, negative adjustments to certain values under your Contract, and negative tax consequences.

a.
 Please clarify here, and throughout as applicable, what the negative adjustments are (e.g., the Strategy
Interim Value adjustments).

b.
 Please clarify here, and throughout as applicable, that partial withdrawals, full surrender, annuitization and
death benefit payments, if made or taken during a Crediting Period, are subject to an adjustment based on the Strategy Interim Value, and specify the maximum loss that can be sustained as to each strategy as a result of such an adjustment.

c.
 Please clarify, here and throughout where the negative tax consequences of withdrawals are discussed, that such
withdrawals are subject to taxes and a 10% federal penalty if taken before age 59 1⁄2. Please also disclose here that Contract owners should consult with their tax
advisors for more information.

 RESPONSE: The Company updated the disclosure as requested.

12.
 The final sentence of the eighth paragraph states: “A withdrawal will reduce your Account Value.”
Please clarify here, and throughout as applicable, that this reduction is done on a proportionate (rather than a dollar-for-dollar) basis.

 RESPONSE: The Company has updated the disclosure as requested.

13.
 The ninth paragraph states that “[t]he Company sells the Contracts for cash directly to investors.”
Please delete “directly” or supplementally explain why this statement is appropriate given the Contract is sold through broker-dealers.

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 December 7, 2022

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 RESPONSE: The Company has deleted the word “directly.”

14.
 Please include the following disclosures on the cover page:

i.
 The Contract does not provide tax deferral benefits, beyond those already provided under the Internal Revenue
Code, for Contracts purchased as a qualified contract.

ii.
 Please prominently disclose that the Contract is not appropriate for investors who plan to take withdrawals
beyond the free withdrawal amount or surrender the Contract during the first six Contract years due to the imposition of withdrawal charges and/or the Strategy Interim Value adjustment.

iii.
 Please prominently disclose that partial withdrawals, full surrender, annuitization and death benefit payments,
if made or taken during a Crediting Period, could significantly reduce the values under the Contract and the amount of interest credited at the end of a Crediting Period due to the Strategy Interim Value adjustment, proportionate withdrawal
calculations, and withdrawal charges. Please state that these charges and adjustments could reduce the amount received to less than the protection provided by the Floor or Buffer applicable to the Index-Linked Interest Strategy(ies).

 RESPONSE: The Company has updated the disclosure as requested.

Defined Terms (pages 1-4)

15.
 In accordance with plain English principles, please use defined terms sparingly. See Office of Investor
Education and Assistance, U.S. Securities and Exchange Commission, A Plain English Handbook (1998). We note, for example, that certain defined terms (Index-Linked Interest Strategies and Index-Linked Crediting Strategies; Qualified Contract and
qualified contract, and Non-Qualified Contract and non-qualified contract) appear to be used interchangeably throughout; defined terms should be used consistently where
possible. Other terms, such as Contract Anniversary and Negative Interest, are capitalized but undefined. Finally, please define terms in the context of the disclosure where possible, rather than relying primarily on the Defined Terms section; for
example, consider whether the term Strategy Base Value is necessary, or could instead be defined in context.

 RESPONSE: The Company has revised the disclosure to ensure consistent use of defined terms, has defined
“Contract Anniversary” and is not using the capitalized term “Negative Interest.” The Company considered whether the term Strategy Base Value is necessary and determined that it is due to the complexity of the concept and its
frequent use in the prospectus.

16.
 Please add a plain-English description at the beginning of the definition of Buffer; e.g., a Buffer is a
downside Protection Option that protects against a negative Index Change until the protection level has been exceeded. Please also consider adding a simple narrative example of how the Buffer operates.

 RESPONSE: The Company has updated the disclosure as requested.

17.
 Please add a plain-English description at the beginning of the definition of Floor; e.g., a Floor is a downside
Protection Option that protects against further negative Index Change after the protection level has been met. Please also consider adding a simple narrative example of how the Floor operates. Similarly, please consider adding simple, narrative
examples to the definitions of Crediting Methods generally to illustrate more clearly how they operate for investors.

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 December 7, 2022

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 RESPONSE: The Company no longer plans to offer any Index-Linked Interest Strategies with a Floor and has
removed all disclosure with respect to Floors from the prospectus.

18.
 Please delete the following sentence from the definition of General Account, as it is not applicable to this
Contract: “The General Account does not include those assets held in F&G Life insulated separate accounts.”

 RESPONSE: The Company has updated the disclosure as requested.

19.
 Please add a plain-English description to the definition of Performance Trigger Rate; i.e., explain that the
Performance Trigger Rate is a minimum percentage that will be credited if the Index Change is positive during a Crediting Period.

 RESPONSE: The Company has updated the disclosure as requested.

20.
 Please clarify the definition of Strategy Account Value as follows: “On each other
Business Day other than the Effective Date or a Crediting Date, your Strategy Account Value equals your Strategy Interim Value.” Please also clarify that Strategy. Account Value includes the Index-Linked Interest credited on each
Crediting Date, if true.

 RESPONSE: The Company has updated the disclosure as requested and has revised the disclosure to
reflect that on a Crediting Date during the first six Contract Years, the Strategy Account Value for certain transactions will be adjusted by the Asset Adjustment.

21.
 Please clarify the definition of Strategy Interim Value as follows: “For each Index-Linked Interest
Strategy in which you invest, your Strategy Account Value equals your Strategy Interim Value on any Business Day except for the Effective Date and a Crediting Date…., ” if true.

 RESPONSE: The Company has updated the disclosure as requested and to reflect that on a Crediting Date
during the first six Contract Years, the Strategy Account Value for certain transactions will be adjusted by the Asset Adjustment.

Summary (pages 5-11)

22.
 Disclosure on page 5 states: “The Contract is not available in Puerto Rico.” Please specify here any
other states in which the Contract is not offered.

 RESPONSE: The Company intends to file the Contract for approval in all jurisdictions in which it is
licensed. The Company has added disclosure that the Contract is not available in any state in which it is licensed that has not approved the Contract for issuance.

23.
 The second sentence of the third paragraph on page 5 states: “During the Accumulation Phase, you can
access your funds by taking withdrawals of your Account Value.” Please clarify (e.g., by adding a parenthetical) that such withdrawals could be subject to a withdrawal charge of [X].

 RESPONSE: The Company has updated the disclosure as requested.

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 December 7, 2022

 Page 6

24.
 On page 5, where “surrender charge period” is first referenced, please clarify that this period is
the first six Contract Years.

 RESPONSE: The Company has updated the disclosure as requested.

25.
 Please clarify the last sent