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jmlpiiresponsememocombined

MEMORANDUM

TO: Sonny Oh, Esq.

Senior Counsel

Disclosure Review and Accounting Office

Division of Investment Management

U. S. Securities and Exchange Commission

FROM: Alison Samborn, Esq.

Assistant Vice President, Insurance Legal & Product Development

DATE: April 1, 2024

SUBJECT: Response to Comments for Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 for File No. 333-268090 (Jackson Market Link Pro II)

This memorandum is in response to the comments you provided via telephone on March 29, 2024 for the above referenced filing. In the interest of convenience for the staff of the Securities and Exchange Commission, this memorandum provides our understanding of each of the specific comments, followed respectively by narrative responses (in bold).

The following comments and responses apply to the post-effective amendment filing referenced above. Excerpted pages of the prospectus, marked to show the changes discussed below are attached, and will be provided electronically. Page references in the responses are to the PDF page of the attached marked copy of the document. A post-effective amendment to the above-referenced registration statement will subsequently be filed in response to the comments.

Cover Page

1.In the fifth paragraph, please remove the reference to advisory fees from the new disclosure.

Response:  We have confirmed that this revision was previously made.

Summary (pp. 1-3)

2.In the last sentence of the second paragraph of the Summary section, please use this spot to provide the full filed name for each version of the GMWB rider and introduce the shortened marketing names.  Then, throughout the prospectus, you can eliminate most or all of the long-form references to rider and simply use the shorter marketing names.

Response:  We have made this revision.

3.In the first paragraph of the subsection titled “Interim Value Adjustment”, please review for revisions consistent with comment 2.

Response:  Respectfully, the only long-form reference in this paragraph is to the Guaranteed Annual Withdrawal Amount, which has not yet been defined at this point in the prospectus.  No changes have been made in response to this comment.

4.In the last sentence of the first paragraph of the subsection titled “Guaranteed Minimum Withdrawal Benefit”, please review for revisions consistent with comment 2.

Response:  We have made this revision.

Glossary (p. 4)

5.In the definition for Free Withdrawal, should the last sentence read “If an RMD or GAWA is applicable, the Free Withdrawal amount is equal to the RMD or GAWA, less earnings”?

Response:  We have made this revision.

Index Account (pp. 5-6)

6.In the bulleted disclosures in the subsection titled “Index Account Option Value”, please revise “and applicable add-on benefit charge deductions” to “and applicable GMWB Charge deductions.”

Response:  We have made this revision.

Additional Information about the Index Account Options (p. 7)

7.At the end of the subsection titled “Performance Boost Crediting Method”, please revise to point the cross-reference to the “Index Adjustment Proration Example Utilizing Guaranteed Minimums” examples rather than the Index Adjustment section generally.

Response:  We have made this revision.

Access To Your Money (pp. 8-9)

8.In the first sentence of the subsection titled “Withdrawals”, please revise to remove the reference to the “value of” the For Life Guarantee, since that value is not quantifiable, and the disclosure is intended instead to indicate that taking guaranteed withdrawals does not reduce the guarantees under the For Life Guarantee.

Response:  We have made this revision.

9.In the second bullet of the disclosures immediately following the GAWA% tables in the subsection titled “Withdrawals”, please remove the reference to “form of prospectus supplement.”

Response:  We have made this revision.

Please contact me at (517) 367-3754 if you have any questions or require additional information.

SUMMARY Jackson Market Link Pro II is a Registered Index-Linked Annuity (“RILA”) contract.  The Contract is an SEC registered, tax  deferred annuity that permits you to link your investment to an Index (or multiple Indexes) over a defined period of time  ("term").  If the Index Return is positive, the Contract credits any gains in that Index to your Index Account Option Value,  subject to the Crediting Method you choose: Cap, Performance Trigger, or Performance Boost.  If the Index Return is negative,  the Contract credits losses, which may be either absorbed or offset, subject to the Protection Option you choose: a stated Buffer  or Floor. The Contract currently offers five Indexes that can be tracked in any combination, which allow for the ability to diversify  among different asset classes and investment strategies. There is also a one-year Fixed Account available for election. The  Contract also offers an add-on For Life Guaranteed Minimum Withdrawal Benefit with Annual Step-Ups for a Single Life  ("+Income GMWB") or, and an add-on For Life Guaranteed Minimum Withdrawal Benefit with Annual Step-Up for Two  Covered Lives ("+Income GMWB with Joint Option"). At the end of an Index Account Option Term, we will credit an Index Adjustment (which may be positive, negative, or equal to  zero) based on the Index Return, Crediting Method, and Protection Option of the Index Account Option selected. Prior to the  end of an Index Account Option Term, the Index Account Option Value is equal to the Interim Value, which is the greater of  the Index Account Option Value at the beginning of the term adjusted for any withdrawals plus the Index Adjustment subject to  any prorated Index Adjustment Factors, or zero. Indexes: Each Index is comprised of or defined by certain securities or by a combination of certain securities and other  investments. Please refer to the section titled “Indexes” for a description of each of the Indexes offered on this Contract. The  Indexes currently offered on the Contract are the S&P 500, Russell 2000, MSCI Emerging Markets, MSCI EAFE, and the  MSCI KLD 400 Social Index. Crediting Methods: Each Crediting Method provides the opportunity to receive an Index Adjustment based on any positive  Index Return at the end of the Index Account Option Term. The Crediting Methods currently offered on the Contract are the  Cap, subject to a stated Cap Rate (and an Index Participation Rate); Performance Trigger, subject to a stated Performance  Trigger Rate; and Performance Boost, subject to a stated Performance Boost Rate (and a stated Performance Boost Cap Rate)  Crediting Methods.  Current Cap Rates, Index Participation Rates (applicable only with the Cap Crediting Method),  Performance Trigger Rates, Performance Boost Rates, and Performance Boost Cap Rates (applicable only with the Performance  Boost Crediting Method) are provided at the time of application, and to existing owners and financial professionals at any time,  upon request.  Crediting methods must be elected before the start of the Term and will apply for the duration of the Term. • Cap  ◦ This Crediting Method provides a positive Index Adjustment equal to any positive Index Return multiplied by  the stated Index Participation Rate, subject to a stated Cap Rate.   ◦ The Cap Rate is the maximum amount of positive Index Adjustment you may receive.  This means if the  Index Return is in excess of the Cap Rate, your positive Index Adjustment will be limited by (and equal to)  the Cap Rate.   ◦ The Index Participation Rate is guaranteed to never be less than 100%.  This means it will never reduce your  Index Adjustment.  If the Index Participation Rate is greater than 100%, it may serve to increase your Index  Adjustment. ◦ An Index Participation Rate or a Cap Rate are not a guarantee of any positive return. • Performance Trigger  ◦ This Crediting Method provides a positive Index Adjustment equal to a stated Performance Trigger Rate if  the Index Return is zero or positive.   ◦ The Performance Trigger Rate equals the positive Index Adjustment that you will receive if the Index Return  is zero or positive, regardless of whether the actual Index Return is higher or lower than the stated  Performance Trigger Rate.   ◦ A Performance Trigger Rate is not a guarantee of any positive return. 1

Contract Years may also be subject to Withdrawal Charges, which could further reduce the amount you receive when  requesting a withdrawal. Please note: certain states require the use of guaranteed minimum Index Adjustment Factors, if greater, in calculating Interim  Value. Please see "Use of Guaranteed Minimum Index Adjustment Factors in Certain States" on page 23 for more information. Each time you take a withdrawal from an Index Account Option before the end of your Index Account Option Term, we will  recalculate your Index Account Option Value, based on an Interim Value adjustment, which could be zero, positive or negative.   The Index Account Option Value is reduced proportionally to the Contract Value for each withdrawal.  This means if you  withdraw 10% of your Contract Value, your Index Account Option Value will also be reduced by 10%.  If an Interim Value  adjustment is positive, your Index Account Option Value will be decreased by less than the amount of the withdrawal; in other  words, on less than a dollar for dollar basis  If an Interim Value adjustment is negative, your Index Account Option Value will  be decreased by more than the amount of the withdrawal; in other words, on more than a dollar for dollar basis.     Intra-Term Performance Lock:  Intra-Term Performance Lock is currently available with all Crediting Method options  except for the Performance Trigger Crediting Method.  This feature allows you to transfer the full Interim Value from your  selected Index Account Option into the Short Duration Fixed Account Option, where it will earn the declared Short Duration  Fixed Account rate of interest beginning on the Intra-Term Performance Lock Date until the next Contract Anniversary. You  can view the Interim Value for your Index Account Option(s) as of the end of the previous Business Day in your account on  jackson.com or by contacting us via phone at 1-800-644-4565.  We use the Interim Value calculated at the end of the Business  Day after we receive your request. This means you will not be able to determine in advance your "locked in" Interim Value, and  it may be higher or lower than it was on the Business Day we received your Intra-Term Performance Lock request. Any such  transfers are subject to an Interim Value adjustment, as discussed immediately above in this Summary section, which can  substantially reduce your Index Account Option Value. An Intra-Term Performance Lock ends the Index Account Option Term  for the Index Account Option out of which it is transferred, effectively terminating that Index Account Option.  Once an Intra- Term Performance Lock has been processed, it is irrevocable.   On each Contract Anniversary, any amounts allocated to the Short Duration Fixed Account Option as part of an Intra-Term  Performance Lock, including interest earned on those amounts, will be reallocated into a new Index Account Option identical to  the one from which they were originally transferred, subject to availability requirements, unless new allocation instructions  have been received by us in Good Order, and will begin a new Index Account Option Term.  For more information on what  happens if the same Index Account Option is unavailable, see "Automatic Reallocations" beginning on page 34.   Any interest credited to the Contract, whether from allocations to the Index Account Options or the Fixed Account, is backed  by the creditworthiness and claims-paying ability of Jackson National Life Insurance Company. You are permitted to make transfers and withdrawals under the terms of the Contract. Full and partial transfers among Index  Account Options or between Index Account Options and the Fixed Account are permissible only at the end of the Index  Account Option Term or Fixed Account term unless you are executing an Intra-Term Performance Lock. Withdrawals taken  during the first six years of the Contract may be subject to Withdrawal Charges and withdrawals taken from Index Account  Options may be subject to an Interim Value adjustment. Depending on the Crediting Method, Protection Option, Index  selected, and the amount of time that has elapsed in the Index Account Option Term, this adjustment could be  substantial. For more information on the Interim Value adjustment and how it may affect your Contract please see "Interim  Value" beginning on page 22. Registered Index Linked Annuities are long term investments, subject to a potentially substantial loss of principal.  Working  with a financial professional, you should carefully consider which Indexes, Crediting Methods, and Protection Options (or  combinations thereof) are right for you based on your risk tolerance, investment objectives, and other relevant factors.  Not all  options may be suitable for all investors, including the overall purchase of a RILA. Guaranteed Minimum Withdrawal Benefit:  The +Income For Life Guaranteed Minimum Withdrawal Benefit with Annual  Step-Ups isContract offers an add-on benefit that, for a fee, guarantees an annual level of income each year in the form of  withdrawals ("GAWA Wwithdrawals") equal to the greater of the Guaranteed Annual Withdrawal Amount  ("GAWA") or your  Required Minimum Distribution ("RMD"), if applicable, prior to the Income Date.  Two versions of this Guaranteed Minimum  Withdrawal Benefit ("GMWB") are available: +Income GMWB, which is a single life optionversion, and  ("+Income GMWB")  with Joint Option, which is a version and an option for two Covered Lives ("+Income with Joint Option"). • The GAWA is guaranteed even if your Contract Value drops to zero (other than due to an Excess Withdrawal or total  withdrawal). 4

Crediting Method The Crediting Methods currently offered under the Contract are: - Cap - Performance Trigger  - Performance Boost Protection Options The Protection Options currently offered under the Contract are: - Buffer - Floor Intra-Term  Performance Lock This feature allows you to lock in your Interim Value prior to the end of your Index  Account Option Term on Index Account Options. If you elect an Intra-Term  Performance Lock, your full Interim Value as of the Intra-Term Performance Lock  Date will be transferred into the Short Duration Fixed Account Option and the Index  Account Option Term will end. Intra-Term Performance Lock is not currently  available with elections of the Performance Trigger Crediting Method.  For more  information, see "Intra-Term Performance Lock" beginning on page 35.35.   Fixed Account A Contract Option which provides a declared amount of interest over a stated period. Interim Value The daily value of your Index Account Option on any given Business Day prior to the  end of an Index Account Option Term. The Interim Value is calculated using prorated  Index Adjustment Factors, where applicable, based on the elapsed portion of the Index  Account Option Term. Neither the Floor nor the Index Participation Rate are prorated.  Please note: certain states require the use of guaranteed minimum Index Adjustment  Factors, if greater, in calculating Interim Value. For more information, see "Use of  Guaranteed Minimum Index Adjustment Factors in Certain States" beginning on page  23. Transfers You may request a transfer to or from the Fixed Account and to or from the Index  Account Options. You may also request transfers among the available Index Account  Options. Transfers among Index Account Options or between Index Account Options  and the Fixed Account are permissible only at the end of the Index Account Option  Term or Fixed Account term unless you are executing an Intra-Term Performance  Lock.  The effective date