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		RILA S3 Correspondence 4-30 Combined Document

Richard H. Kirk

Vice President, Corporate Counsel

 The Prudential Insurance Company of America

213 Washington Street, Newark, NJ  07102-2917

Tel   203-925-3707

richard.kirk@prudential.com

April 30, 2020

VIA EDGAR

Alberto H. Zapata, Esq.

Senior Counsel

Disclosure Review and Accounting Office

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549

Re:

 Response to SEC Staff Comments on Registration Statements

Prudential Annuities Life Assurance Corporation Variable Account B

Registration Statement on Form N-4, SEC File Nos. 333-236099 and 811-05438

Prudential Annuities Life Assurance Corporation

Registration Statement on Form S-3, SEC File No. 333-236098

Dear Mr. Zapata:

On behalf of the above-referenced Registrants, below are responses to Staff comments received orally on April 29, 2020 to the registration statements noted above.  Included in this submission is a revised prospectus for the B Series contract which is marked to show the changes described below.  Applicable comments will also be applied to the I Series prospectus.  The staff’s comments and our responses are as follows:

1. Comment – Prospectus – Risk Factors (page 12)

Amounts paid in excess of the separate account value such as guarantees under the contract that exceed contract value are paid from general account assets and are subject to the claims paying ability of the Company.  Given the significant market events that have occurred as a result of the COVID-19 pandemic since the registration statement was filed, please consider whether disclosure in the registration statement should be revised based on how these recent events could affect the Company’s financial strength and claims paying ability, including the ability to timely

Alberto H. Zapata, Esq.

April 30, 2020

Page 2

process claims.  If Registrant believes no additional disclosure is warranted, please explain why not.

Response:

We have added disclosure to the Risk Factors, Issuing Company subsection as follows:

“The Company is also subject to risks related to disasters and other events, such as storms, earthquakes, fires, outbreaks of infectious diseases (such as COVID-19), utility failures, terrorist acts, political and social developments, and military and governmental actions.  These risks are often collectively referred to as “business continuity” risks.  These events could adversely affect the Company and our ability to conduct business and process transactions.  Although the Company has business continuity plans, it is possible that the plans may not operate as intended or required and that the Company may not be able to provide required services, process transactions, deliver documents or calculate values.  It is also possible that service levels may decline as a result of such events.”

2. Comment – Prospectus - Risk Factors (page 11)

Given the significant market events that have occurred as a result of the COVID-19 pandemic since the registration statement was filed, please consider whether disclosure in the registration statement, including disclosure of market risk, should be revised based on how these recent events are affecting the markets of the indices that the Company is using to calculate its obligations under the contract.  Further, given that the Company’s obligations under the contract are subject to the financial strength and claims paying ability of the Company, consider whether this disclosure should be revised.  If Registrant believes no additional disclosure is warranted, please explain why not.

Response:

We have added disclosure, described above, related to the Company’s financial strength and claims paying ability in the Risk Factors, Issuing Company subsection.  We have also added the following disclosure to the Risk Factors, Risks Associated with the Indices subsection, as follows (new disclosure is underlined, existing disclosure is not underlined):

“Because the S&P 500 ® Index, and the MSCI EAFE Index are each comprised of a collection of equity securities, in each case the value of the component securities is subject to market risk, or the risk that market fluctuations may cause the value of the component securities to go up or down, sometimes rapidly and unpredictably.  Market fluctuations can result from disasters and other events, such as storms, earthquakes, fires, outbreaks of infectious diseases (such as COVID -19), utility failures, terrorist acts, political and social developments, and military and

Alberto H. Zapata, Esq.

April 30, 2020

Page 3

governmental actions. . . . . Market volatility may exist with these indices, which means that the value of the indices can change dramatically over a short period of time in either direction.”

If you have any questions, please call me at (203) 925-3707.

Very truly yours,

/s/Richard H. Kirk

Richard H. Kirk

Vice President, Corporate Counsel

THE INFORMATION IN THE PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

A Prudential Financial Company

One Corporate Drive, Shelton, CT 06484

PRUDENTIAL FLEXGUARD

Flexible Premium Deferred Index-Linked and Variable Annuity (“B SERIES”)

PROSPECTUS: ___, 2020

This prospectus describes the B Series of a flexible premium deferred index-linked and variable annuity  (“Annuity”) offered by Prudential Annuities Life Assurance Corporation (“Prudential Annuities”, “PALAC”, “we”, “our”, or “us”).  The Annuity provides for the potential accumulation of retirement savings and retirement income through annuitization.  The Annuity is intended for retirement or other long-term investment purposes. This prospectus describes all material rights and obligations of Annuity purchasers under the Annuity contracts. This prospectus is being provided for informational or educational purposes only and does not take into account the investment objectives or financial situation of any client(s) or prospective client(s).  The information is not intended as investment advice and is not a recommendation about managing or investing your retirement savings.  Clients seeking information regarding their particular investment needs should contact a Financial Professional. The Annuity is offered as an individual annuity contract and has features and benefits that may be appropriate for you based on your financial situation, your age and how you intend to use the Annuity.  The Annuity or certain of its Index Strategies, Variable Investment Subaccounts and/or features may not be available in all states.

Financial Professionals may be compensated for the sale of the B Series.  Selling broker-dealer firms through which the Annuity is sold may decline to recommend to their customers certain features, Index Strategies and Variable Investment Subaccounts offered generally under the Annuity or may impose restrictions (e.g., a lower maximum issue age for certain Annuity).  Selling broker-dealer firms may not make available or may not recommend the B Series of the Annuity and/or benefits described in this prospectus. Please speak to your Financial Professional for further details.

We hold the assets for each Variable Investment Subaccount in a corresponding Subaccount of PALAC Separate Account B.  Each Subaccount, in turn, invests in one of the following Portfolios:

MFS® International Growth Portfolio – Service Class

MFS® Total Return Bond Series – Service Class

MFS® Total Return Series – Service Class

MFS® Value Series – Service Class

PSF Government Money Market Portfolio – Class III

We hold the assets for each Index Strategy in a non-insulated, non-unitized separate account we have established to support our obligations with respect to the Index Strategies.

The Index Strategies currently available are:

Point-to-Point with Cap Index Strategy

 Step Rate Plus Index Strategy

 Tiered Participation Rate Index Strategy

1-year S&P 500®, 10% Buffer

1-year MSCI EAFE, 10% Buffer

1-year S&P 500®, 100% Buffer

3-year S&P 500®, 10% Buffer

3-year MSCI EAFE, 10% Buffer

3-year S&P 500®, 20% Buffer

3-year MSCI EAFE, 20% Buffer

6-year S&P 500®, 20% Buffer

6-year MSCI EAFE, 20% Buffer

 1-year S&P 500®, 5% Buffer

1-year MSCI EAFE, 5% Buffer

 6-year S&P 500®, 10% Buffer

6-year MSCI EAFE, 10% Buffer

The guarantees provided by the Annuity contracts and payments PALAC makes under the Annuity contracts are the obligations of, and subject to the creditworthiness and claims paying ability of, PALAC. Certain terms are capitalized in this prospectus. Those terms are defined either in the Special Terms section or in the context of the particular section.

Flexible premium deferred index-linked and variable annuity contracts are complex insurance and investment vehicles.  There is a risk of substantial loss of your principal.  The risk of loss may be greater in the case of an early withdrawal due to any charges and adjustments applied to such withdrawals.  These charges and adjustments may result in loss even when the value of an Index has increased.  Refer to the Risk Factors section beginning on page 11 of this prospectus for more information. Investors should speak with a Financial Professional about the Annuity’s features, benefits, risks and fees, and whether the Annuity is appropriate for the investor based upon his or her financial situation and objectives.

IMPORTANT INFORMATION

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the annual and semi-annual shareholder reports for Portfolios available under your Annuity will no longer be sent by mail, unless you specifically request paper copies of the reports from us.  Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action.  You may elect to receive shareholder reports and other communications from us electronically anytime at our website www.prudential.com.  You may elect to receive all future shareholder reports in paper free of charge by calling 1-888-778-2888.  Your election to receive reports in paper will apply to all Portfolios available under your contract.

PLEASE READ THIS PROSPECTUS

This prospectus sets forth information about the Annuity that you should know before investing. Please read this prospectus and keep it for future reference. If you are purchasing the Annuity as a replacement for an existing variable annuity, variable life insurance policy, fixed annuity or fixed life insurance policy, you should consider any surrender or penalty charges you may incur and any benefits you may also be forfeiting when replacing your existing coverage and that the Annuity may be subject to a Contingent Deferred Sales Charge if you elect to surrender the Annuity or take a partial withdrawal. You should consider your need to access the Annuity’s Account Value and whether the Annuity’s liquidity features will satisfy that need. Please note that if you purchase the Annuity within a tax advantaged retirement plan, such as an IRA, SEP-IRA or Roth IRA, you will get no additional tax advantage through the Annuity itself. Because there is no additional tax advantage when an Annuity is purchased through one of these plans, the reasons for purchasing the Annuity inside a qualified plan are limited to the ability to allocate to the various Index Strategies and Variable Investment Subaccounts, and the opportunity to annuitize the contract, which might make the Annuity an appropriate investment for you.  You should consult your tax and Financial Professional regarding such features and benefits prior to purchasing the Annuity for use with a tax-qualified plan.

For currently available Index Strategies, please refer to our website at www.prudential.com.

OTHER CONTRACTS

We offer a variety of annuity contracts. They may offer features, including investment options, and have fees and charges, that are different from the Annuity offered by this prospectus. Not every annuity contract we issue is offered through every selling broker-dealer firm. Upon request, your Financial Professional can show you information regarding other PALAC annuity contracts that he or she sells. You can also contact us to find out more about the availability of any of the PALAC annuity contracts. You should work with your Financial Professional to decide whether the Annuity contract is appropriate for you based on a thorough analysis of your particular needs, financial objectives, investment goals, time horizons and risk tolerance.

AVAILABLE INFORMATION

We have also filed a Statement of Additional Information dated the same date as this prospectus that is available from us, without charge, upon your request. The contents of the Statement of Additional Information are described at the end of this prospectus – see Table of Contents. The Statement of Additional Information is incorporated by reference into this prospectus. This prospectus is part of the registration statement we filed with the SEC regarding this offering. Additional information on us and this offering is available in the registration statement and the exhibits thereto. You may review and obtain copies of these materials at no cost to you by contacting us. These documents, as well as documents incorporated by reference, which means it is legally part of this prospectus may also be obtained through the SEC’s Internet Website (www.sec.gov) for this registration statement as well as for other registrants that file electronically with the SEC. Please see “How to Contact Us” later in this prospectus for our Service Office address.

In compliance with U.S. law, PALAC delivers this prospectus to current Owners that reside outside of the United States. However, we may not market or offer benefits, features or enhancements to prospective or current Owners while outside of the United States.

The Annuity is NOT a deposit or obligation of, or issued, guaranteed or endorsed by, any bank, and is NOT insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation (FDIC), the Federal Reserve Board or any other agency. An investment in an annuity involves investment risks, including possible loss of value, even with respect to amounts allocated to the PSF Government Money Market Subaccount.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

PRUDENTIAL, PRUDENTIAL FINANCIAL, PRUDENTIAL ANNUITIES AND THE ROCK LOGO ARE SERVICEMARKS OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND ITS AFFILIATES. OTHER PROPRIETARY PRUDENTIAL MARKS MAY BE DESIGNATED AS SUCH THROUGH USE OF THE SM OR ® SYMBOLS.

FOR FURTHER INFORMATION CALL: 1-888-PRU-2888 OR GO TO OUR WEBSITE AT
WWW.PRUDENTIAL.COM

Prospectus dated: ___, 2020

 Statement of Additional Information dated: ___, 2020

TABLE OF CONTENTS

SPECIAL TERMS

 1

SUMMARY

 4

Summary of Fees and Expenses

 7

Expense Examples

 9

Condensed Financial Information

 10

RISK FACTORS

 11

INDEX STRATEGIES

 13

Indices

 13

Buffers

 13

Point-to-Point with Cap Index Strategy

 14

Step Rate Plus Index Strategy

 15

Tiered Participation Rate Index Strategy

 15

VARIABLE INVESTMENT SUBA