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CORRESP

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 October 6, 2023

VIA EDGAR and E-MAIL

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549

 Attn: Mark Cowan, Esq.

Senior Counsel

 Division of Investment Management –

Disclosure Review and Accounting Office

Re:
 Midland National Life Insurance Company

Post-Effective Amendment No. 3 to the Registration Statement on Form S-1

File No. 333-255059

Dear Mr. Cowan:

 This letter, which we have filed as
Correspondence, responds to the comments you conveyed to Dodie Kent and Timothy Graves on September 11, 2023 with regard to the above-referenced Post-Effective Amendment No. 3 to the Registration Statement on Form S-1. The page numbers referenced in this letter are references to the page numbers in the above-referenced “as-filed” prospectus, as seen on EDGAR. Along with this
letter, we have included a revised prospectus reflecting the Company’s revisions in response to the Staff’s comments. A courtesy blackline reflecting the changes will be provided to the Staff. For convenience, the Staff’s comments are
repeated below in italics, followed by the Company’s response.

 The Contracts are registered on both Form S-1
(File No. 333-255059) and Form N-4 (File Nos. 333-255058; 811-07772) and share a
single Form S-1/N-4 combined prospectus. Pursuant to discussions with the Staff, the Company filed Post-Effective Amendment No. 3 to the Registration Statement on
Form N-4 under Rule 485(a) on September 13, 2023, which prospectus is identical to Post-Effective Amendment No. 3 to the Registration Statement on Form S-1. At
the appropriate time, the Company will file post-effective amendments to both Registration Statements reflecting any disclosure changes made in response to Staff comments and any currently missing information, including any necessary
financial statements and exhibits. At that time, the Company will file an acceleration request in which it will seek effectiveness no later than November 13, 2023. To this end, the Company notes that it is seeking to go effective using 2Q
unaudited stub financials, which is permitted until November 13, 2023.

 Cover Page

1.
 Comment: Please add the following tax disclosure to the cover page: The Contract does not provide tax
deferral benefits beyond those already provided under the Internal Revenue Code for a Contract purchased as a Qualified Contract such as an Individual Retirement Account (IRA). Amounts withdrawn from the Contract prior to age 591⁄2 may also be subject to taxes, including a 10% federal penalty tax. Investors should consult with their tax advisor for more information.

 Response: We have done so.

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2.
 Comment: Please revise the first sentence of the third paragraph on the cover page to refer to the
Contract in singular form, rather than plural.

 Response: We have done so.

3.
 Comment: Please indicate on the cover page the maximum loss for each downside protection type (i.e.,
Floors and Buffers) on the Cycle End Date.

 Response: We have done so.

4.
 Comment: Please identify on the cover page or provide a cross-reference to where the table showing
all the Indices and Cycle Investments is located. Please also indicate on the cover page that all of the Indices are price return indices which do not reflect dividends or distributions paid on the components of the Indices.

 Response: We have done so.

5.
 Comment: Please add the following disclosure on the cover page: We reserve the right not to
offer any Cycle Investments. If we do so, you will be limited to investing in other investment options that are not tied to the performance of an Index.

Response: We have done so.

6.
 Comment: In the second paragraph in the first bullet on the cover page, please revise the sentence
that reads “For Cycle Investments with a Cap Rate that have a Cycle Start Date prior to [ ], 2023, the Cycle Investment Unit Value will also incorporate the Proportional Cap Rate, if applicable.” to refer to the “Fair
Value” rather than the “Cycle Investment Unit Value.” Please make a corresponding change to substantially similar disclosure throughout the prospectus.

Response: We have done so.

7.
 Comment: In the second bolded paragraph on the cover page, please remove the duplicative disclosure
regarding the Cycle Investments that do and do not incorporate the Proportional Cap Rate. In addition, at the end of the following sentence, please add “and you could lose up to 100% of your principal and previously-credited earnings.”

 Response: We have done so.

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8.
 Comment: Please revise the Table of Contents to include “Cycle Investment Unit Value Calculation
for Cycle Investments with a Floor Rate and a Cap Rate,” “Cycle Investment Unit Value Calculation for Cycle Investments with a Buffer Rate and a Cap Rate,” and “Cycle Investment Unit Value Calculation for Cycle Investments with a
Buffer Rate and a Participation Rate,” respectively.

 Response: We have done so.

Definitions

9.
 Comment: Please include definitions for the two new optional benefit riders now available under the
Contract (i.e., the Return of Premium Death Benefit Rider and the Waiver of Surrender Charges Rider).

Response: We have done so.

 Key
Information Table

10.
 Comment: In the “Not a Short-Term Investment” row of the
“Risks” section, please clarify the meaning of the final sentence of the third paragraph. Specifically, please clarify what is intended by the phrase” “…it will
result in the reduction of more Cycle Investment Units than if you waited until the Cycle End Date…” We understand that withdrawals will reduce the Return of Premium Death Benefit on a proportional basis. Make
clear whether this verbiage is similarly intended to connote a proportional reduction, and clarify and/or revise the disclosure. Please make corresponding changes to substantially similar disclosure throughout the prospectus (e.g., the disclosure
regarding systematic withdrawals in the “Overview” section, the disclosure regarding Cycle Investment Unit Value under “What is the Value of my Cycle Investment during the Cycle
Term?”).

 Response: We have revised the subject sentence to clarify that, prior to the
Cycle End Date, withdrawals reduce the number of Cycle Investment Units by the same proportion that the withdrawal reduced the Cycle Investment Value (which is based on the Fair Value), and that, therefore, withdrawals taken prior to the Cycle End
Date at a time when the Cycle Investment Value is lower than the Cycle Investment Value was on the Cycle Start Date will result in a reduction of more Cycle Investment Units than if the withdrawal had been taken on the Cycle End Date. We have made
corresponding changes to substantially similar disclosure throughout the prospectus in the context of withdrawals and charge deductions taken from the Cycle Investments prior to the Cycle End Date.

11.
 Comment: In the “Investments” row of the “Restrictions” section, please add
another sentence to the first bullet stating “If we do so, you will be limited to investing in other investment options that are not tied to the performance of an Index.”

Response: We have done so.

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 Summary Questions Related to the Cycle Investments

12.
 Comment: Under “What is the Participation Rate?” please change “over the Cycle
Term” to “on the Cycle End Date” in the second sentence. Please make a corresponding change to substantially similar disclosure throughout the prospectus. In the following line, please capitalize the word “date” in the
defined term “Cycle End Date.”

 Response: We have done so.

13.
 Comment: Under “How is my return calculated on the Cycle End Date?” please clarify how the
Index performance is measured in the Cycle Maturity Value calculation (i.e., the difference between the value on the Cycle Start Date and the Cycle End Date).

Response: We have done so.

 Risks
of Investing in the Cycle Investments

14.
 Comment: Under “Liquidity Risk” please disclose the maximum loss.

 Response: We have done so.

15.
 Comment: Under “Changes to the Cycle Investments” please add the following
disclosure: We reserve the right not to offer any Cycle Investments. If we do so, you will be limited to investing in other investment options that are not tied to the performance of an Index.

Response: We have done so.

16.
 Comment: Under “Cap Rates and Participation Rates” please revise the first sentence to read
that the Cap Rates and Participation Rates “are declared” on the Cycle Start Date and will be disclosed at the identified web address.

Response: We have done so.

17.
 Comment: Under “Optional Benefit Risk” please clarify that when charges for the optional
benefit riders are deducted, the deduction is based on the Fair Value calculation unless the deduction is made on the Cycle End Date.

Response: We have done so.

 The
Cycle Investment Options

18.
 Comment: Under “Features of a Cycle Investment” on pages
22-23, please disclose the minimum Floor Rate and Buffer Rate that would be offered for new Cycle Investments offered in the future. Likewise, please disclose the minimum Cap Rate and Participation Rate that
would be offered for new Cycle Investments offered in the future.

 Response: We have revised the disclosure to
clarify that the same Floor Rate or Buffer Rate that currently applies to a Cycle Investment option will continue to apply to each subsequent Cycle Term for that Cycle Investment. The Floor Rate and Buffer Rate the Company would offer for new Cycle
Investments offered in the future, which we note would be added by post-effective amendment and communicated to Contract Owners in advance, would depend on the other components of the new Cycle Investment, which may include new Cycle Term lengths,
new reference Indices, and new Crediting Types not currently offered. Accordingly, the Company respectfully declines to disclose the minimum Floor Rate and Buffer Rate that would be offered for new Cycle Investments offered in the future.

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 Likewise, we have added disclosures regarding the minimum Cap Rates and Participation Rates
(referred to as the “Rate Thresholds”) that would apply to new Cycle Terms for each of the current Cycle Investments offered. The Rate Thresholds the Company would set for new Cycle Investments offered in the future, which we
note would be added by post-effective amendment, would depend on the other components of the new Cycle Investment, which may include new Cycle Term lengths, new reference Indices, and new Cycle Structure types not currently offered. Accordingly, the
Company respectfully declines to disclose the minimum Cap Rate and Participation Rate that would be offered for new Cycle Investments offered in the future. We also respectfully remind the staff that the Company additionally provides a
“bailout” right for all new Cycle Investments.

19.
 Comment: In the second paragraph following the Participation Rate examples, please revise the
disclosure to read: “The return on a Cycle Investment is measured as the difference between applicable Index value on the Cycle Start Date and the Cycle End Date. For Cycle Investments with multi-year Cycle Terms, these rates do not apply on an
annual basis: any positive Index performance is measured as the difference between applicable Index value on the Cycle Start Date and the Cycle End Date.”

Response: We have done so.

20.
 Comment: Under “Investing in the Cycle Investments” on page 24, please add “or
Participation Rate” in the second sentence of the paragraph that addresses bailout rights.

 Response: We
have done so.

21.
 Comment: At the end of the following paragraph, which addresses bailout proceeds, please add
“or surrender charges” if accurate. If true, please disclose that the bailout right requires investors to reallocate to different investment options under the Contract and not withdraw or surrender the
Contract.

 Response: We have added disclosure that the exercise of the bailout right permits investors
to (i) reallocate their Contract Value to different investment options under the Contract without being subject to the Fair Value calculation or any transfer charges, or (ii) withdraw or surrender their Contract Value without being subject
to the Fair Value calculation. However, Surrender Charges will be assessed, if applicable.

22.
 Comment: In the paragraph following the enumerated list on the same page, please explain or revise
the disclosure to clarify how the proceeds from a maturing Cycle Investment can be placed in the Default Account one Business Day prior to the Cycle Start Date in the case of a renewal and whether this transfer would take place before the Cycle End
Date.

 Response: We have done so.

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23.
 Comment: Under “Cycle Investment Value” on page 25, please
include Fair Value calculation examples illustrating the statement that, before the Cycle End Date, the Cycle Investment Value may be lower than the amount allocated to the Cycle Investment on the Start Date even when the Index performance is
positive due to the possibility that the Index performance could decrease before the Cycle End Date, or provide a cross-reference to where such examples may be found (e.g., an appendix). Please include examples early in the Cycle Term and later in
the Cycle Term under different market scenarios.

 Response: We have done so.

24.
 Comment: Throughout the examples of Cycle Investment Unit Value calculations on pages 26-33, please confirm that the Fair Values provided are assumptions and not real figures. If so, please explain why it is appropriate for the Fair Values to be assumed rather than calculated using the Fair Value
formulas or revise the examples to show how the Fair Values were calculated by the Fair Value Calculation Agent.

Response: We confirm that the Fair Values in each of the subject examples are assumptions and not real figures. The examples in this
section are intended to demonstrate the effects of the Buffer or Floor not applying before the Cycle End Date and the effects of the Proportional Cap Rate on the Cycle Investment Unit Value, as applicable. The Company respectfully submits that it is
appropriate to assume Fair Values for purposes of these examples. The specific formulas used by the Fair Value Calculation Agent to determine the Fair Value as well as detailed examples of the Fair Value calculation under different market conditions
have been provided in Appendix E. We have revised the subject examples to clarify that the Fair Values are assumed and to refer to Appendix E for more detailed information about how Fair Values are calculated by the Fair Value Calculation Agent.

25.
 Comment: Please confirm that all examples reflect reasonable rates and Index increases consistent
with what the Company is offering.

 Response: We confirm that all examples reflect reasonable rates consistent
with what the Company is offering and Index increases that may reasonably be expected.

26.
 Comment: Under “Cycle End Date Payments; Rollovers” on page 34, please change “you may
provide written instruction” to “you must provide written instruction” in the second sentence.

Response: A Contract Owner may provide written reallocation instructions or may choose not to provide instructions, in which case the
proceeds of the maturing Cycle Investment will be reallocated into a Cycle Investment of the same Cycle Type or into the Default Account, as applicable. We have made appropriate clarifying changes to the disclosure.

27.
 Comment: Please bold the final sentence of the “Cycle End Date Payments;
Rollovers” section. In addition, please confirm that this disclosure will also be included in the renewal notice for Contract Owners.

Response: We have bolded the subject sentence. We confirm that this disclosure will be included in the renewal notice for Contract
Owners.

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28.
 Comment: Under “Cycle Investment Unit” on page 36,