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nyjmlpiiresponsememocombined

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 Initial Registration Statements filed on Form S-1 for File No. 333-268464
(NY Jackson Market Link Pro II); File No. 333-268466 (NY Jackson Market Link Pro Advisory II)

This memorandum is in response to the comments you provided via telephone on March 29, 2024 for the above referenced filings.

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).

Unless indicated otherwise below, the following comments and responses apply to all registration statements referenced above.  Marked, excerpted pages of each prospectus, revised to reflect the changes discussed below, are filed herewith.  Courtesy marked copies of  the prospectuses for each product will also be provided via electronic mail. Page references in the responses below are to the PDF page number of the attached marked document, unless indicated otherwise.  Corresponding changes will be made to the Jackson Market Link Pro Advisory II prospectus as applicable.  Additional pre-effective amendments to the registration statements will subsequently be filed in response to these comments.

Cover Page (p. 1)

1.In the first line of the third paragraph, you still have a reference to “Protection Options” plural.  Please do a global search to ensure prior changes are picked up throughout the prospectus.

Response:  We have made this revision.

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

Response:  We have made this revision.

3.In the fifth paragraph, please confirm that the reference to 98% loss of investment is accurate as this is different than what is disclosed in the national version of this product.

Response:  We have confirmed the accuracy of this figure.  The difference between the national product and the New York product stems from the different Protection Options offered.

Glossary (p. 3)

4.In the last sentence of the definition for Free Withdrawal, please revise to make clear that the applicable RMD becomes the Free Withdrawal amount only if it is greater than the existing Free Withdrawal amount.

Response:  We have made this revision.

Risk Factors (pp. 4-5)

5.In the first paragraph following the bullets in the Risk Factor titled “Limits on Investment Return”, please review the second-to-last sentence for a missing reference to the Cap.

Response:  We have made this revision.

6.In the last sentence of the Risk Factor titled “Effects of Withdrawals, Annuitization, or Death”, please check the cross-reference for accuracy.

Response:  We have revised to ensure the appropriate cross-referenced subsection is identified.

Indexes (p. 8)

7.In the second-to-last line of the first paragraph in the subsection titled “Adjusted Index Return”, please review language as it appears there is a typo or missing language.

Response:  We have made this revision.

Additional Information About the Index Account Options (p. 9)

8.In the paragraph following the graph example, please note that the reference should be “if market performance is zero” and not just “if the market is zero.”

Response:  We have made this revision.

Access To Your Money (p. 10)

9.In the last paragraph, where you have added the new disclosure, please remove the reference to the payment of advisory fees.

Response:  We have made this revision.

Part II

10.Please confirm all exhibits are hyperlinked.

Response:  We confirm that all exhibits found in Part II will be properly hyperlinked at the time of our final pre-effective filing.

11.Following the list of exhibits, there are symbol footnotes identifying specific types of exhibits.  Please ensure there are actually symbols on exhibits relating to these footnotes.

Response:  We will ensure these are accurate and applicable at the time of our final pre-effective filing.

Jackson Market Link Pro Advisory II – Advisory-Specific Comments

Access To Your Money (p. 11)

1.In the last paragraph before the subsection titled “Our Administrative Rules”, please retain the sentence identifying that the administrative rules are structured to follow the PLR requirements.

Response:  We have made this revision.

2.In the last paragraph before the subsection titled “Our Administrative Rules”, please start a new paragraph with the sentence beginning “It is important to note that deductions to pay advisory fees...”

Response:  We have made this revision.

Appendix A (pp. 12-13)

3.In Example 11, please note that it appears that prior revisions to non-rounded percentages have not been pulled through this example.  Please review and revise as necessary.

Response: We have revised to pull non-rounded percentages through this Example.

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

THE INFORMATION IN THE PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT  SELL THE 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. JACKSON MARKET LINK PRO®  II SINGLE PREMIUM DEFERRED INDEX-LINKED ANNUITY Issued by Jackson National Life Insurance Company of New York®  The date of this prospectus is __________, 2024.  This prospectus contains information about the Contract and Jackson National  Life Insurance Company of New York (“Jackson of NY®”) that you should know before investing.  This prospectus is a disclosure  document and describes all of the Contract’s material features, benefits, rights, and obligations of annuity purchasers under the  Contract.  The description of the Contract’s material provisions in this prospectus is current as of the date of this prospectus.  If certain  material provisions under the Contract are changed after the date of this prospectus, in accordance with the Contract, those changes  will be described in a supplemented prospectus.  It is important that you also read the Contract and endorsements.  Jackson of NY's  obligations under the Contract are subject to our financial strength and claims-paying ability.  The information in this prospectus is  intended to help you decide if the Contract will meet your investment and financial planning needs.   Index-linked annuity contracts are complex insurance and investment vehicles.  Before you invest, be sure to discuss the Contract’s  features, benefits, risks, and fees with your financial professional in order to determine whether the Contract is appropriate for you  based upon your financial situation and objectives.  Please carefully read this prospectus and any related documents and keep  everything together for future reference.  This prospectus describes the Indexes, Terms, Crediting Methods, and Protection Options levels that we currently offer under the  Contract.  We reserve the right to limit the number of Contracts that you may purchase.  We also reserve the right to refuse any  Premium payment.  Please confirm with us or your financial professional that you have the most current prospectus that describes the  availability and any restrictions on the Crediting Methods and Protection Options levels.  The Jackson Market Link Pro II Contract is an individual single Premium deferred registered index-linked annuity Contract issued by  Jackson of NY.  The Contract provides for the potential accumulation of retirement savings and partial downside protection in adverse  market conditions. The Contract is a long-term, tax-deferred annuity designed for retirement or other long-term investment purposes.  It is available for use in Non-Qualified plans, Qualified plans, Tax-Sheltered annuities, Traditional IRAs, and Roth IRAs. The Contract may not be appropriate for you if you plan to take withdrawals from an Index Account Option prior to the end of the  Index Account Option Term, especially if you plan to take ongoing withdrawals such as Required Minimum Distributions or the  payment of advisory fees to your third-party advisor. We apply an Interim Value adjustment to amounts removed from an Index  Account Option during the Index Account Option Term, and if this adjustment is negative, you could lose up to 98% of your  investment. Withdrawals could also result in significant reductions to your Contract Value and the Contract Value element of the death  benefit (perhaps by more than the amount withdrawn), as well as to the Index Adjustment credited at the end of the Index Account  Option Term. Withdrawals may also be subject to income taxes and income tax penalties if taken before age 59 1/2. If you do intend to  take ongoing withdrawals under the Contract, particularly from an Index Account Option during the Index Account Option Term, you  should consult with a financial professional.  Crediting Methods such as the Cap and Performance Trigger could limit positive Index gain.  The Contract currently offers a 10% and  20% Buffer Protection Option, which could expose you to 80-90% loss due to poor Index performance.  Crediting Method and  Protection Option rates could change in the future. The Buffer Protection Option will always be at least 5%. Jackson of NY is located at 2900 Westchester Avenue, Purchase, New York, 10577.  The telephone number is 1-800-599-5651.   Jackson of NY is the principal underwriter for these Contracts.  Jackson National Life Distributors LLC (“JNLD”), located at 300  Innovation Drive, Franklin, Tennessee 37067, serves as the distributor of the Contracts.  You can contact our Jackson of NY Customer  Care Center at P.O. Box 24068, Lansing Michigan 48909-4068; 1-800-599-5651; www.jackson.com. An investment in this Contract is subject to risk including the possible loss of principal and that loss can become greater in the  case of an early withdrawal due to charges and adjustments imposed on those withdrawals. See “Risk Factors” beginning on  page 1010 for more information.

Protection Option:  a Protection Option provides a level of downside protection if the Index Return is negative.  We currently  offer a Buffer Protection Option.  Current Buffer rates are provided at the time of application. • A Buffer protects from loss up to a specific amount (typically 10% or 20%). You only incur a loss if the Index  declines more than the stated Buffer percentage. For example, if an Index declines 15% and you chose a 10% Buffer,  you would incur a loss of 5% for that Index Account Option Term.  Available Buffer rates are guaranteed to be no less  than 10% or more than 30%. Index Account Option Terms:  The Contract currently offers three term lengths: a 1-Year term, a 3-Year term, and a 6-Year  term depending on the Crediting Method and Protection Option you choose. As of the date of this prospectus, you may currently select the following combinations of Crediting Methods, Protection  Option, and Index Account Option Terms with any of the available Indexes: Crediting Method Protection Option* Term Length Buffer 1-Year 3-Year 6-Year Cap 10%, 20% ü ü ü Performance Trigger 10% ü N/A N/A *  Protection Option rates listed above are the rates currently available as of the date of this prospectus.  These rates may be  changed from time to time, so you should contact your financial professional or the Jackson of NY Customer Care Center for  current rate availability.   The available Crediting Method and Protection Option rates are the new business and renewal rates effective as of the first day  of an Index Account Option Term and will not change until the end of your Index Account Option Term.  The rate for a  particular Index Account Option Term may be higher or lower than the rate for previous or future Index Account Option Terms.  We post all rates online at Jackson.com/RatesJMLP2NY. The rates for Contract Value reallocations at the end of an Index  Account Option Term are posted at least 30 days before the end of any Index Account Option Term.   At least 30 days prior to  any Index Account Option Term Anniversary, we will send you written notice reminding you of how you may obtain the rates  for the next Index Account Option Term. You may provide reallocation instructions in writing using our Reallocation Form or a  Letter of Instruction, or over the phone if you have authorized telephone transactions. If you do not provide timely allocation  instructions by close of business on the Index Account Option Term Anniversary of an expiring Index Account Option Term as  to how you would like your Index Account Option Value allocated for your next Index Account Option Term, we will generally  (i) renew the Index Account Option into the same Index Account Option Term, if available; or (ii) if the same Crediting  Method, Protection Option, or Index you elected is not available, we will reallocate the Index Account Option Value(s) to the  Fixed Account.  See "Automatic Reallocations" beginning on page 2626.  Such reallocation instructions must be sent to us in  written form acceptable to the Company, or via telephone if you have authorized telephone transactions on your account. We reserve the right to delete or add Index Account Options, Indexes, Crediting Methods, Protection Options, and Index  Account Option Terms in the future. There will always be more than one Index Account Option available, and those options  will always be identical or similar to one of the options disclosed in this prospectus.  It is possible that an Index may be replaced during an Index Account Option Term.  If an Index is replaced during an Index  Account Option Term, we will provide you with notice of the substituted Index, and Index Return for the Index Account Option  Term will be calculated by adding the Index Return for the original Index from the beginning of the term up until the date of  replacement, to the Index Return from the substituted Index starting on the date of replacement through the end of the Index  Account Option Term. While any substituted Index will need to be approved by regulators prior to replacing your Index, it is  possible that you may experience lower Index Return under a substituted Index than you would have if that Index had not been  replaced.  For more information about replacing Indexes, please see "Replacing an Index" on page 2222.  We also reserve the  right to remove, add or change the combinations in which we offer Indexes, Crediting Methods, Protection Options and Index  Account Option Terms in the future.  All Indexes, Crediting Methods, Protection Option levels, and Index Account Option  Terms we currently offer may not be available through every selling broker-dealer.  Fixed Account: You also have the option to invest all or a portion of your Contract Value into a Fixed Account. Amounts  allocated to the Fixed Account earn compounded interest at a fixed rate for the duration of the term. Currently, we offer a one- year term for amounts allocated to the Fixed Account and at the end of the one-year term, you will have the option of  reallocating those amounts to Index Account Options, or to continue with the amounts in the Fixed Account.  The credited  interest rate on the Fixed Account is set annually and can be changed as each one-year term resets on the Contract Anniversary,  subject to a guaranteed minimum interest rate. 2

Fixed Account Value - the value of the portion of the  Premium allocated to the Fixed Account.  The Fixed  Account Value is equal to Premium allocated to the Fixed  Account, plus interest credite