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  VENERABLE LETTERHEAD

  J. NEIL MCMURDIE

  VICE PRESIDENT AND DEPUTY GENERAL COUNSEL

  PHONE: (860) 944-4114 | EMAIL: neil.mcmurdie@venerable.com

  December 5, 2023

  CORRESPONDENCE FILING VIA EDGARLINK

  Mr. Sonny Oh

  Senior Counsel

  Division of Investment Management

  U.S. Securities and Exchange Commission

  100 F Street, NE

  Washington, DC 20549- 8629

          Re:

          Venerable Insurance and Annuity Company

          Separate Account EQ of Venerable Insurance and Annuity Company, File No. 811-08524

          • Initial Registration Statements on Form N-4 for

          • Accumulator Series (8.1), File No. 333-273496

          • Accumulator Series (7.0), File No. 333-273498

          • Accumulator Series (6.0), File No. 333-273497

  Dear Mr. Oh:

  On behalf of Venerable Insurance and Annuity Company (the “Company” or “VIAC”) and Separate Account EQ of Venerable Insurance and Annuity Company (the “Separate Account”), we are filing this
    correspondence with the U.S. Securities and Exchange Commission (the “Commission”) in response to the Commission staff’s September 26, 2023, comment letter with regard to the above-referenced initial registration statements on Form N-4 (the
    “Registration Statements”). Along with this letter, we have included revised versions of each of the Registration Statements (the “Proposed Amendments”). The Proposed Amendments include changes made in response to the Commission staff’s comments.
    Courtesy blacklines reflecting the changes will be provided to the Commission staff via email shortly after this filing. For convenience, each of the Commission staff’s comments is set forth in full below, followed by the Company’s responses.

  General

  Comment 1. Our comments are made with respect to the Accumulator Series (8.1) Registration Statement and reference page numbers in that registration statement.
    Unless otherwise specified, please apply these comments to the parallel disclosure in the Accumulator Series (7.0) and Accumulator Series (6.0) Registration Statements to the extent applicable.

  Similarly, where a comment is made with regard to disclosure in one location of the Registration Statements, it is applicable to all similar disclosure appearing elsewhere in the Registration
    Statements.

  Response to Comment 1.  We have applied changes made to the disclosures for Accumulator Series (8.1) to the Accumulator Series (6.0) and Accumulator Series
    (7.0) registration statements, as applicable.

    Sonny Oh, Esq.

    Page 2

  Comment 2.  Please confirm that all missing information, including all appendices, exhibits and financial statements, will be filed in a pre-effective
    amendment to each Registration Statement. We may have further comments when the Company supplies the omitted information, for example, the Expense Examples beginning on page 12 of the prospectus.

  Response to Comment 2.  We have added much of the information missing from the prospectuses in the initial registration statements and confirm that all
    remaining  missing information, including all appendices, exhibits, and financial statements, will be included in a pre-effective amendment to each Registration Statement.

  Comment 3.  Supplementally, please inform us whether there are any types of guarantees or support agreements with third parties to support any Contract
    features or benefits, or whether VIAC will be solely responsible for any benefits or features associated with the Contract.

  Response to Comment 3.  VIAC will be solely responsible for the features and benefits associated with the Contracts. There are no guarantees or support
    agreements with third parties to support any of the Contracts’ features and benefits.

  Comment 4.  Please revise the series/class identifiers by using the exact name of the registrant, i.e., “Separate
    Account EQ.”

  Response to Comment 4.  We note that the series and class identifiers in EDGAR correctly reflect the exact name of the registrant: “Separate Account EQ of
    Venerable Insurance and Annuity Company.” Accordingly, we have corrected the exact name of the registrant on the Form N-4 facing sheet of the Proposed Amendments. In addition, we have revised the reference to “Separate Account EQ” on the first page of
    the prospectus to also match exactly the name of the registrant.

  Supplement

  Comment 5.  This Registration Statement is being filed in relation to an Assumption Reinsurance Agreement (the “ARA”) entered into between Equitable Financial
    Life Insurance Company (“EFLIC”) and the Company. As noted in the cover letter accompanying the filings and pursuant to the ARA, the Company intends to make an exchange offer to owners and certificate holders of certain outstanding Accumulator variable
    annuities issued by EFLIC for “virtually identical” Accumulator Contracts issued by the Company and made available through its Separate Account EQ.

  The Company, its Separate Account, and its principal underwriter filed an application with the U.S. Securities & Exchange Commission for an Order approving the terms of the exchange offer under
    Section 11 of the 1940 Act (see 1940 Act File No. 812-15479) (the “Application”). The Application also refers to the exchange of “virtually identical” Accumulator Contracts issued by EFLIC for those of the Company except to the extent they reflect a
    different depositor and separate account.

  For consistency, the staff recommends that when comparing the Contracts issued by EFLIC and the Company in the supplement, that the Company use the phrase “virtually identical” in all instances and
    state clearly that the only differences between the two Contracts are the different depositors and separate accounts, see e.g., first and third paragraphs of the supplement preceding the statutory prospectus.

    Sonny Oh, Esq.

    Page 3

  Response to Comment 5.  We have revised the Supplement to consistently refer to the EFLIC Contracts and the corresponding VIAC Contracts as “virtually
    identical” except for the identity of the issuing insurer and the supporting separate account.

  Comment 6.  The third paragraph of the supplement states that “You are not required to accept the exchange offer. If you choose not to accept the exchange
    offer, your EFLIC Contract will continue unchanged.”

  Please clarify the statements to explain the reasons for the exchange offer and why an EFLIC contract holder should consider accepting the offer. This disclosure should also highlight any material
    differences resulting from the exchange, for example, investors making the exchange will be subject to risks relating to a new depositor.

  Similarly, please clarify the last sentence on the second page of the supplement to address what else EFLIC Contract holders should rely on to decide whether to accept the exchange offer.

  Response to Comment 6.  In response to the Commission staff’s comment, we have revised the first page of the supplement to briefly explain the reasons for the
    exchange offer and why an EFLIC contract owner should consider accepting the offer.  We also highlight that the only differences between the EFLIC Contracts and the VIAC Contracts are (i) that VIAC will be the issuer and administrator of the VIAC
    Contracts, (ii) that the VIAC Contracts will be supported by Separate Account EQ of VIAC, and (iii) that all obligations, guarantees, and benefits under the VIAC Contracts, including any optional benefit riders, are subject to VIAC’s financial strength
    and claims-paying ability.  Additionally, information about how to get more information about VIAC, including its financial strength ratings, has been included on the first page.

  Finally, we have also enhanced the disclosures about what a Contract owner should consider when deciding whether to accept the exchange offer under the “Terms and Conditions” heading on the first
    page of the supplement.

  Comment 7.  In the first bullet point on the first page of the supplement, please disclose the anticipated timing of the Notice of Transfer to be provided by
    EFLIC.

  With respect to the last bullet point, please include a parenthetical that lists applicable states where state law permits implied consent.

  Response to Comment 7. We have revised the subject disclosure to reflect that the Notice of Transfer and the initial summary prospectus for the VIAC Contract
    will accompany the supplement.

  In addition, we identified all the states where affirmative consent is required in the final bullet point under the “Terms and Conditions” heading and noted that implied consent is permitted in all
    other states.

  Comment 8.  Despite the chart comparing the VIAC and EFLIC Contracts, the first paragraph of the last page of the supplement indicates that a VIAC Contract may
    provide different features and benefits and costs than those presented in the chart because of differences imposed by different states.

  Please confirm that all material differences due to state differences or otherwise, have been disclosed in the prospectus.

    Sonny Oh, Esq.

    Page 4

  As part of the chart, please also identify the specific VIAC contracts and the corresponding EFLIC contracts (by EDGAR identifier) subject to the exchange offer and explain any differences in
    nomenclature, e.g., 8.0 versus 8.1.

  Response to Comment 8. We confirm that all material differences between the EFLIC Contracts and the VIAC Contracts, whether required by state law or
    otherwise, are disclosed in the statutory prospectus and we have added a cross-reference to the Appendix where those differences can be found.

  We have also added the EDGAR contract identifiers to the chart comparing the VIAC and EFLIC Contracts.   Supplementally, we note that EFLIC historically assigned the numerical identifiers (e.g., 8.0
    versus 8.1) for internal company use as a means of differentiating between Accumulator Series variations. VIAC has assigned the same numerical identifiers to each corresponding VIAC Accumulator Series variable annuity contract for administrative ease.
    We believe that including a discussion of these numerical identifiers in the Exchange Offer Supplement may confuse EFLIC Contract Owners that receive the exchange offer. For this reason, the Company respectfully declines to include such an explanation
    in the Exchange Offer Supplement.

  Comment 9.  Under “More Information” on the last page of the supplement, please disclose how investors may obtain the full EFLIC prospectus. Please also
    disclose that the supplement should be read in conjunction with the Notice of Transfer and the applicable VAIC Contract prospectus.

  Response to Comment 9. We have added information as to how contract owners can obtain another copy of their EFLIC Contract prospectus. Each EFLIC Contract
    owner also received this information in an updating summary prospectus for their EFLIC Contract following the most recent post-effective amendment to the registration statement for his or her EFLIC Contract. In addition, we have disclosed that the
    Exchange Offer Supplement should be read in conjunction with the Notice of Transfer and the VIAC Contract prospectus.

  Prospectus

  Comment 10.  On the front cover page, please fully identify the Contract covered by the prospectus, e.g., Accumulator Series (8.1) vs. (7.0) or (6.0).

  Response to Comment 10.  We have added the series identifier (i.e. (8.1), (7.0), and (6.0)) following the name of the product in the title of the prospectus
    and in the first sentence to more clearly identify the Contracts covered by each prospectus. Corresponding changes were made to each exchange offer supplement and will be to the initial summary prospectus.

  Comment 11.  The end of the first paragraph on the front cover page refers the reader to the supplement to the prospectus for additional information. Please
    also refer the reader to the Notice of Transfer as well.

  Response to Comment 11.  We have added a reference to the Notice of Transfer to the end of the first paragraph as requested.

  Comment 12.  Provide the following introduction in “Key Information,” “Important Information You Should Consider About the Contracts” per the Instructions to
    Item 2 of Form N-4.

  Response to Comment 12.  We have added the introductory heading as requested.

    Sonny Oh, Esq.

    Page 5

  Comment 13.  In “Ongoing Fees and Expenses (annual charges)” in “Key Information,” please confirm the accuracy of the 1.30% “Maximum” current fee of all
    optional benefits offered. Instruction 2(c)(i)(F) to Item 2. The value does not appear to be supported by the information provided in the fee tables on page 11.

  Please confirm the min/max values and the fee tables match those of the corresponding EFLIC contract by EDGAR identifier, for example the GMIB and GWLB charges.  When applicable, please
    supplementally explain any variances.

  Response to Comment 13.  For Accumulator Series (8.1) the maximum fee for a single optional benefit, if elected, is 1.05% rather than the 1.30% shown in the
    Key Information Table in the initial registration statement. We have corrected the maximum current fee for a single optional benefit for the Accumulator Series (8.1) Contracts consistent with the information provided in the fee tables. We confirm that
    the minimum and maximum values shown in the Key Information Tables for each of the three Accumulator Series prospectuses are accurate and consistent with the figures in the subsequent fee tables.

  We also confirm that the fee tables match the fees charged under the corresponding EFLIC Contracts. We note, however, that the optional benefit fees shown in the fee tables in the prospectuses for
    the VIAC Contracts vary from those shown in the fee tables in the corresponding prospectuses for the EFLIC Contracts. The reason for this discrepancy is that only certain variations of EFLIC’s Accumulator Series contracts are included in the Assumption
    Reinsurance Agreement between EFLIC and VIAC. EFLIC’s prospectuses include disclosure related to other versions of its Accumulator Series contracts in addition to the EFLIC Contracts that are subject to the exchange offer. For example, EFLIC
    Accumulator Series (8.0) and EFLIC Accumulator Series (8.1) may be described together in a single prospectus, but only EFLIC Accumulator Series (8.1) is subject to the exchange offer. Accordingly, we have omitted disclosures from the VIAC Accumulator
    Series prospectuses that relate to the EFLIC Accumulator Series contracts that are outside of the scope of the Assumption Reinsurance Agreement.

  Comment 14.  Please note that instruction 2(c)(i)(D) to Item 2 requires that the Base Contract fees include all dollar-based contract expenses. Please confirm
    the min/max Base Contract fees reflect all dollar-based contract expenses and explain their impact on the total Base Contract fee.

  Response to Comment 14.  We confirm that the Base Contract fee includes the annual dollar-based Administrative Charge, calculated in accordance with
    instruction 2(c)(i)(D) to Item 2. We have enhanced the footnote disclosure to clarify the components of the Base Contract fee and how it is calculated.

  Comment 15.  In the Lowest and Highest Annual Costs tables, please delete their respective last bullet points, “No loans” and reflect such information in the
    preamble to the table.

  Response to Comment 15.  We have made these revisions, as requested.

  Comment 16.  In “Overview of the Contract – Accumulation (Savings) Phase” on page 8, please prominently disclose (i.e. in

    bold text) the first cross-reference in the last paragraph. Instruction 1 to Item 3(b)(1).

  Response to Comment 16.  We have bolded the final paragraph of “Overview of the Contract – Accumulation (Savings) Phase” sub-section, incl