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CORRESP
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    Sonny Oh, Esq.

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  VENERABLE LETTERHEAD

  J. NEIL MCMURDIE

  VICE PRESIDENT AND DEPUTY GENERAL COUNSEL

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

  February 23, 2024

  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

  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 your February 15, 2024 comments, delivered by conference call, to our revisions to the initial registration statement and accompanying supplements for the
    above referenced Accumulator 8.1 initial registration statement on Form N-4 (the “Registration Statement”). Along with this letter, we have included revised versions of the prospectus, accompanying Exchange Offer Supplement, and the Initial Summary
    Prospectus (the “Proposed Amendments”). The Proposed Amendments include changes made in response to your comments and other changes made as we prepare for the pre-effective amendment filing of the Registration Statement. Courtesy blacklines reflecting
    the changes will be provided via email shortly after this filing. For convenience, each of your comments is set forth in full below, followed by the Company’s responses.

  Please note that while your comments were made with respect to the Accumulator Series (8.1) Registration Statement, we will apply any changes made in response to your comments to the parallel
    disclosure in the Accumulator Series (7.0), File No. 333-273498 and Accumulator Series (6.0), File No. 333-273497 Registration Statements to the extent applicable.

  Accumulator 8.1 Exchange Offer Supplement

  Comment 1. Please move the EDGAR Contract Identifiers from the heading in the Features and Benefits Table to a separate paragraph immediately above that
    table. Additionally, please add the Contract class names associated with each EDGAR Contract identifier.

  Response to Comment 1. We have made these revisions as requested.

  Accumulator 8.1 Prospectus

  Comment 2: Please update the dates throughout the prospectus to reflect the correct year as it relates to an effective registration statement in 2024. For example, in footnote 2
    to the “Ongoing Fees and Expenses (annual charges)” section in the Key Information Table please change 2022 to 2023.

  Response to Comment 2: We have made this update to the footnote referenced and throughout the document.

  Comment 3: In the “OVERVIEW OF THE CONTRACT” section, please unbold the last sentence of the “Accumulation (Savings) Phase” subsection.

  Response to Comment 3: We have made this change as requested.

  Comment 4: In the “Transaction Expenses” table, please maintain the convention of including in a parenthetical that the current charge for express mail is $20 and that the Wire
    Transfer Charge and Duplicate Contract Charge are currently waived.  Also, remove this information from the footnote as redundant.

  Response to Comment 4: We have made these changes as requested.

  Comment 5: Under “Special Service Charges” table in the “CHARGES AND FEES” section please indicate in the “Express mail charge” bullet that the charge is currently $20 as in other
    places of the prospectus.

  Response to Comment 5: We have made this revision as requested.

  Comment 6: Please explain the first sentence of the second paragraph of the “Withdrawal Charge (for Accumulator®, Accumulator® PlusSM and Accumulator® EliteSM
    Contracts only)” that refers to a 5% limit on the Withdrawal Charge if a non-life contingent annuity payout option is elected.

  Response to Comment 6: Thanks for bringing this to our attention.  We have reviewed this sentence and determined that it is not applicable. As a consequence we have deleted the
    sentence in question.

  Comment 7: Please revise the first paragraph of the “Certain Withdrawals” subsection within the “Withdrawal Charge (for Accumulator®, Accumulator® PlusSM and
    Accumulator® EliteSM Contracts only)” section of the prospectus to be clearer.

  Response to Comment 7: We have revised the paragraph to make it clearer.

  Comment 8: We question the accuracy of the last sentence of the first paragraph in the “GMIB Charge” subsection of the “Optional Benefit Charges” section that reads: “The benefit
    base is equal to the amount of the applicable death benefit in effect on the Contract Date Anniversary.”  We understand that the GMIB Benefit Base is calculated separately, although similarly, from the various death benefit calculations.

  Response to Comment 8: As I indicated to you on the telephone February 20th, we looked into this and determined that the sentence in question was not accurate and there
    is a single calculation for the GMIB Benefit Base. Consequently, we have deleted the sentence in question and replaced it with a cross-reference to a new “GMIB Benefit Base” subsection within the “Guaranteed Minimum Income Benefit (“GMIB”) section of
    the prospectus, which better describes how the GMIB Benefit Base is calculated.  Other changes were made throughout to reflect the correct calculation of the GMIB Benefit Base.

  Comment 9: In the “Credits (for Accumulator® PlusSM Contracts only)” section, in the paragraph about the Credit Percentage, please change “first Contract Year” to “first
    EFLIC Contract Year” to be clearer and more consistent with the rest of the paragraph. Also consider changing the defined term in this section from “Expected First Year Contribution Amount” to “Expected First Year EFLIC Contract Amount.”

  Response to Comment 9: We have made these revisions as requested.

  Comment 10: When referencing recapture of Credits in the “Credits” section and elsewhere, please indicate that any recapture will only occur to the extent permitted under an Order
    the Company received from the SEC that allows for the recapture of the Credit.

  Response to Comment 10: We have made this revision as requested.

  Comment 11: In the second to last paragraph of the “Credits” section, please move the last two bullets about how Credits are not considered contributions and how they are
    considered earnings into their own new paragraph.

  Response to Comment 11: We have made this revision as requested.

  Comment 12: Please delete the last phrase about “any optional rider charges” from the last line of the paragraph that describes the calculation of the net investment factor in the
    “Unit Values” subsection in “Your Account Value and Cash Value” section. These optional rider charges reduce the number of Units, not the Unit Value.

  Response to Comment 12: We have made this revision as requested.

  Comment 13: Just before the Section entitled “Effect of Your Account Value Falling to Zero”, please consider adding a sub-paragraph similar to “Your Contract’s value in the
    Account for Special DCA” in relation to the Special Money Market DCA.

  Response to Comment 13: Thank you for this suggestion.  We have added a sub-paragraph for the Account for Special Money Market DCA as suggested.

  Comment 14: In “Calculating your Roll-up Benefit Base Following a Transfer” in the “TRANSFERS AMONG YOUR INVESTMENT OPTIONS” section
    please add a cross-reference to the “Annual Ratchet to Age 85 Death Benefit (“Annual Ratchet DB”)” and “Greater of 6% Roll-up to Age 85 Enhanced Death Benefit or the Annual Ratchet to Age 85 Enhanced Death Benefit” sections for more information.

  Response to Comment 14: We have added the cross-references as requested.

  Comment 15: In the second paragraph of the “Partial Withdrawals (All Contracts)” subsection of the “WITHDRAWALS” section please add
    references to amounts exceeding the 6% Roll-up for Contracts with the GMIB and the Guaranteed Annual Withdrawal Amount for Contracts with the GWBL in effect, and also add a cross-reference to the “Certain Withdrawals” subsection for other withdrawals
    that may be free from a withdrawal charge.

  Response to Comment 15: We have added the additional language and added the cross-reference as requested and also include within the cross-reference a reference to the
    “Disability, Terminal Illness, or Confinement to a Nursing Home" subsection.

  Comment 16: Please add a period between “…pro rata basis” and “Reduction …” in the first paragraph of “How Withdrawals Affect your GMIB and GMDB” to split those two sentences.

  Response to Comment 16: We have made this correction as requested.

  Comment 17: In the fourth paragraph of the “How Withdrawals Affect your GMIB and GMDB” section please add a reminder that withdrawals always reduce the Annual Ratchet to Age 85
    enhanced death benefit on a pro rata basis.

  Response to Comment 17: We have made this addition as requested.

  Comment 18: Please delete “(or greater)” in the fifth paragraph of the of the “How Withdrawals Affect your GMIB and GMDB” section as it is not applicable for Accumulator 8.1.

  Response to Comment 18: Thank you for this good catch. We have made this deletion as requested.

  Comment 19: In the “Other Benefits” table under “BENEFITS AVAILABLE UNDER THE CONTRACTS” section please:

            •

            Identify the available Dollar Cost Averaging programs by name;

            •

            Identify the available Automatic Rebalancing programs by moving the footnotes into the table;

            •

            Identify the available Automatic Withdrawal Programs by name; and

            •

            Delete each instance of “but must be initiated by you” in the “Standard/Optional” column.

  Response to Comment 19:  We have made these modifications as requested.

  Comment 20: Consistent with our Comment 8, we question the accuracy of the text immediately above the “Standard Death Benefit” in the “DEATH BENEFITS” section about the calculation
    of the GMIB Benefit Base.

  Response to Comment 20: We have deleted the text in question, and as mentioned in our response to Comment 8 we have added a new “GMIB Benefit Base” subsection within the
    “Guaranteed Minimum Income Benefit (“GMIB”) section, which better describes how the GMIB Benefit Base is calculated.

  Comment 21: To better distinguish between the Standard Death Benefit and the benefit base of the Standard Death Benefit, consider adding “In contrast” to the beginning of the last
    paragraph of the Standard Death Benefit section that describes how the benefit base of the Standard Death Benefit is determined.

  Response to Comment 21: We have made this revision as suggested.

  Comment 22: Please delete “(or greater)” in the second bullet of the third paragraph of the “Greater of 6% Roll-up to Age 85 or the Annual Ratchet to Age 85 Enhanced Death
    Benefit” section as it is not applicable for Accumulator 8.1.

  Response to Comment 22: We have made this deletion as requested.

  Comment 23: In the “Roll-up Benefit Base Reset” section, please define “GMIB Roll-up Benefit Base” and “Roll-up Benefit Base”.

  Response to Comment 23: We have made revisions to the section in question to reflect that the GMIB Benefit Base is equal to the GMDB Roll-up Benefit Base and added a
    cross-reference to the section where its calculation is described.  Additionally, we added text to make usage of “Roll-up Benefit Base” clearer.

  Comment 24: In the “GMIB Roll-up Benefit Reset” subsection In the “Roll-up Benefit Base Reset” section please add that more information can be found about the waiting period in
    the section cross-referenced.

  Response to Comment 24: We have made the revision, as requested.

  Comment 25: In the “Guaranteed Minimum Income Benefit (“GMIB”)” section within “OPTIONAL LIVING BENEFITS”, please move the new text about
    resets down on the page to the mention of resets.

  Response to Comment 25: We have made this revision, as requested.

  Comment 26: in relation to earlier Comments 8 and 20, please add new text with a clear definition of how the GMIB Benefit Base is calculated to the “Guaranteed Minimum Income
    Benefit (“GMIB”)” section.

  Response to Comment 26:  We have added the new text as requested and because the calculation mirrors that of the “Greater of 6% Roll-up to Age 85
      or the Annual Ratchet to Age 85 Enhanced Death Benefit” we have added a cross-reference to that section within “DEATH BENEFITS”.

  Comment 27: In the “Exercise Rules” subsection of the “Guaranteed Minimum Income Benefit (“GMIB”)” section, and elsewhere, there were issues where superscript text was used
    incorrectly.  Please correct these issues.

  Response to Comment 27: Thank you for catching these errors, which have been corrected.

  Comment 28: In the third bullet of the “If you Added the GMIB After Issue” subsection of the “Guaranteed Minimum Income Benefit (“GMIB”)” section, please correct the
    cross-reference that reads “GMDB and GMIB Benefit Base because there is no such section.

  Response to Comment 28: We have corrected the cross-reference to be to the GMIB Benefit Base section.

  Comment 29: In the sixth paragraph of the “Systematic Withdrawals (All Contracts except Inherited IRA and Qualified Contracts)” section, please delete the last sentence of that
    paragraph because it is already stated within the first bullet of the prior paragraph.

  Response to Comment 29: We made that deletion as requested.

  Comment 30: There are typographical errors in the “Multiple Contracts” and “Withholding” subsubsections of the “FEDERAL TAX CONSIDERATIONS” section.  Please fix.

  Response to Comment 30: Thank you for catching these.  We identified and corrected the inadvertent typographical errors.

  Comment 31: You asked that we confirm that all fees and charges are reflected in the figures shown in the Examples in “APPENDIX B –
    ENHANCED DEATH BENEFIT EXAMPLES”.

  Response to Comment 31: We hereby confirm that the figures shown in the Examples reflect all fees and charges.

  Comment 32: Consider either deleting “APPENDIX F – Contract Variations” or modifying it to expressly identify the variation in the availability of funds based on when the EFLIC
    Contracts were purchased.

  Response to Comment 32: We chose to add specific reference to the fact there is a variation in fund availability depending on when the EFLIC Contract was purchased to the end of
    the first paragraph of “APPENDIX F – Contract Variations” and including a cross-reference to that information in “APPENDIX A – Funds Available Under the Contract.”

  Comment 33: Please modify the footnotes on the pages of “APPENDIX G – Rules Regarding Contributions To Your Contract” to make it clear that  contributions are not allowed after
    exercise of the GWBL Rider benefit. See the “Additional Contributions” subsection within the “GWBL” section.

  Response to Comment 33: We have made the revisions as requested and added a cross-reference to the “Additional Contributions” subsection within the “GWBL” section of the
    prospectus.

  Part C

  Comment 34: Please ensure that the listing of “Persons Controlled by or Under Common Control with the Depositor or the Registrant” in item 29 is accurate and complete.

  Response 34: The listing of Persons Controlled by or Under Common Control with the Depositor or the Registrant will be updated in our Pre-Effective Amendment to the registration
    statement to be accurate and complete and include a recen