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CORRESP
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Sarah M. Patterson

Managing Director

General Counsel for Individual Markets and Assistant
Secretary

Legal Department

Direct Dial: (860) 325-1538

May 9, 2024

Ms. Emily Rowland

U.S. Securities and Exchange Commission

Division of Investment Management, Disclosure Review Office

100 F Street, NE

Washington, DC 20549-8629

 Re: Forethought Life Insurance Company

Registration Statement on Form S-1 (File No. 333-276707)
for the ForeStructured Growth II and the ForeStructured Growth II Advisory Contracts, Individual Single Premium Deferred Index-Linked
Annuity Contracts

Dear Ms. Rowland:

On January 26, 2024, Forethought Life Insurance Company (the “Company,”
 “we,” “us,” “our”) filed the above-referenced registration statement (the “Registration Statement”)
for the ForeStructured Growth II and the ForeStructured Growth II Advisory Contracts (the “Contracts”), a new product offering
by the Company. On March 22, 2024, via telephone, you provided the Commission staff’s comments on the Registration Statement. Below
please find the Commission staff’s comments in bold followed by the Company’s responses thereto. The Company has separately
provided you with a draft revised prospectus reflecting the Company’s responses to the Commission staff’s comments, as applicable,
as well as other changes to be reflected in the next pre-effective amendment filing. The Company intends to request acceleration of effectiveness
in August 2024.

COMMENTS

COVER PAGE

 1. With
respect to the  paragraph, which begins “At the end of the Strategy term, . . . ”:

 a. Please bold this paragraph.

RESPONSE: The prospectus has been revised accordingly.

 b. At the end of this paragraph, and anywhere in the prospectus where there is disclosure on the impact
of withdrawals, all of the consequences should be disclosed. In the sentence at the end of the paragraph, please either include all possible
losses, or make it more general and reference the loss disclosure later in the cover page.

RESPONSE: The prospectus has been revised accordingly.

 2. In the “Indexed Strategies” paragraphs:

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 a. In the first paragraph, please clarify here as well as throughout the prospectus that the Aggregate
Floor Percentage after the initial rate will change from one Strategy Term to the next.

RESPONSE: The prospectus has been revised accordingly.

 b. Not all of the upside crediting methods are mentioned in the Indexed Strategies paragraphs. Please
ensure here and throughout the prospectus that all of the upside crediting methods are listed. Consider a defined term that includes all
of the upside crediting methods.

RESPONSE: The prospectus has been revised accordingly.
The Company has not included a new defined term, but has more broadly used “upside crediting methods” generally throughout
the prospectus.

 c. Please also add here and throughout the prospectus that the crediting methods offered by the Company
can change from one Strategy Term to the next.

RESPONSE: The prospectus has been revised accordingly.

 d. In the last sentence of the second paragraph, and wherever this statement appears in the prospectus,
please add that taxes and tax penalties can also apply with respect to withdrawals.

RESPONSE: The prospectus has been revised accordingly.

 e. With respect to the third paragraph, please disclose in the prospectus, if applicable, all material
variations in the distribution channel. This information may be disclosed in an appendix. Investors should understand from the prospectus
what Indexed Strategies are available to them.

RESPONSE: For the reasons explained below, the Company
respectfully declines to include financial intermediary-imposed restrictions relating to the availability of investment options. The Company
first wishes to emphasize that the Company’s offering will include all the investment options listed in the prospectus. No investor
will have access to investment options that are not listed in the prospectus. Any financial intermediary-imposed restrictions relating
to the availability of investment options arise from a distribution firm’s unilateral decision to limit customer access to
a subset of the investment options that the Company is offering. In this regard, financial intermediary-imposed restrictions relating
to the availability of investment options are distinguishable from situations where, for example, the insurance company decides to make
an investment option, optional benefit, or other feature available through only certain distribution firms or distribution channels. Indeed,
the Company has no control over a firm’s decision to restrict the investment options available to its clients, such restrictions
can change at any time without notice, and the Company isn’t necessarily made aware whether, when, and how a firm has restricted
investment option availability. The existing prospectus disclosure is primarily intended to put investors on notice that they may be dealing
with a firm that restricts investment option availability, and that the other investment options listed in the prospectus may be available
through other firms.

Disclosure of this nature has become commonplace and is
derived directly from staff guidance provided to the Committee of Annuity Insurers, other industry groups, and

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individual companies in
early 2022 in the context of Form N-4 and Form N-6. Furthermore, the above-referenced staff guidance has been routinely applied in the
RILA context, as many RILA prospectuses have similarly disclosed that the availability of investment options may vary by financial intermediary.
For the Company’s ForeStructured Growth I and the ForeStructured Growth I Advisory Contracts, the relevant disclosure was addressed
as part of the staff comment and review process. See Correspondence dated January 11, 2022 (File No. 333-257394) (Comment 3).

The Company acknowledges that the Commission staff is further
considering this issue, and that the Commission staff may have further comments or provide industry guidance in the future.

 3. In the One-Year Fixed Strategy paragraph, and wherever else guaranteed minimum rates are discussed,
please state what the guaranteed minimum rate is.

RESPONSE: The prospectus has been revised
accordingly.

 4. In the Performance Lock feature paragraph:

 a. Here, and wherever else the Performance Lock feature is discussed, the defined term being used should
be “Strategy Interim Value” rather than “Strategy Contract Value.”

RESPONSE: The prospectus has been revised accordingly,
except as follows: while the terms Strategy Interim Value and Strategy Contract Value are generally interchangeable prior to the Strategy
Term end date, in this context, it is more accurate and more appropriate to reference “Strategy Contract Value” in certain
instances. For example, while it is generally accurate to state that a “Strategy Interim Value” is locked-in on the Performance
Lock Date, the value of an investment in an Indexed Strategy after the Performance Lock Date is more appropriately referred to as the
Strategy Contract Value.

 b. Please disclose here and wherever else the Performance Lock feature is discussed that the amount
that is locked-in could be negative and that locking it in could result in a significant loss.

RESPONSE: The prospectus has been revised accordingly.
However, the Company notes (with respect to this comment and similar staff comments) that reference to a “negative” Strategy
Interim Value implies that a Strategy Interim Value could be below $0, which is not accurate. The Company has revised the disclosure to
make reference to Strategy Interim Values reflecting negative investment performance as resulting in loss, which could be significant.

 5. In the Withdrawals paragraphs:

 a. In the first sentence of the second paragraph, for clarity, please delete the phrase “your
Strategy Contract Value, less any applicable Withdrawal Charges … is the amount available for” and replace the phrase with
 “We will apply the Strategy Interim Value if amounts are withdrawn before the end of a Strategy Term, including for …”

RESPONSE: The prospectus has been revised accordingly.

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 b. In the list of transactions in the first sentence of the second paragraph, and wherever else this
list of transactions for the Strategy Interim Value appears, please add the Performance Lock and deductions for Rider Charges.

RESPONSE: The prospectus has been revised accordingly.

 c. In the third sentence of the second paragraph, for plain English, please replace the phrase “using
the Index Strategy Parameters used to calculate” with “in the same way as.”

RESPONSE: The prospectus has been revised accordingly.

 d. In the third paragraph, please bold the two sentences about maximum potential loss.

RESPONSE: The prospectus has been revised accordingly.

 6. In the paragraph discussing systematic withdrawals to pay advisory fees:

 a. In the second sentence, please clarify that all other withdrawals, and not just RMDs and systematic
withdrawals, will reduce the standard Death Benefit and the benefit base for the optional death benefit proportionally. Please also clarify
that any proportionate reductions could reduce the Return of Premium Death Benefit by more than the amount of the withdrawal.

RESPONSE: The prospectus has been revised accordingly.

 b. Please consider deleting the last sentence of this paragraph. It is already covered in the disclosure
above.

RESPONSE: The prospectus has been revised accordingly.

 7. In the Reallocation of Contract Value paragraphs:

 a. Please add to the heading “and Potential Discontinuance of Certain Features.”

RESPONSE: The prospectus has been revised accordingly.

 b. Please also consider moving the two paragraphs in this heading up to immediately after the One-Year
Fixed Strategy disclosure.

RESPONSE: The prospectus has
been revised accordingly.

 8. In the disclosure about guaranteed minimum rates, and the Indexed Strategies that will always be
available and the related risks, please conform that disclosure to the corresponding disclosure to appear in the updated prospectus for
the ForeStructured Growth and ForeStructured Growth Advisory Contracts (File No. 333-275098).

RESPONSE: The prospectus has been revised
accordingly.

 9. Please consider relocating the second-to-last bolded paragraph at the bottom of the cover page discussing
the Contract’s appropriateness up to where withdrawals are discussed.

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RESPONSE: The prospectus has been revised
accordingly.

GLOSSARY OF TERMS

 10. Please consider moving the detailed technical defined terms, and other technical disclosure in the
body of the prospectus, related to Strategy Interim Value calculations to an appendix. This includes the formula and defined terms.

RESPONSE: The prospectus has been revised
accordingly.

 a. In the body of the prospectus, please include a clear description that the Strategy Interim Value
is applied only if amounts are locked or removed from an Indexed Strategy before the end of a Strategy Term (for example withdrawals,
surrender or cancellation, payment of the Death Benefit, deduction of Rider Charges, and annuitization), and that the Strategy Interim
Value could be negative even if the Index is performing positively and could result in significant loss.

RESPONSE: The prospectus has been revised accordingly.

 b. Please ensure that all of the disclosure in the registration statement about the Strategy Interim
Value clearly discloses that this loss could be as much as 100%. Please note that the staff does not believe that phrasings such as “the
Strategy Interim Value could be less than your investment” or “the Strategy Interim Value may reflect lower gains or higher
losses” clearly convey the requested disclosure.

RESPONSE: The Company has revised the prospectus accordingly.

 11. In the definition of “Dual Directional Cap,” in the third bullet point, please add at
the end “or zero depending on the applicable Buffer Percentage.” The same comment applies to the last bullet point under “Dual
Directional Trigger,” and the last bullet point under “Dual Directional Trigger and Cap.”

RESPONSE: The Company has not made the requested revisions.
In the event of a negative Index Return, the Index Credit will be either positive or negative, but will never be zero, as there is no
gap between the negative threshold set by the Trigger Level and the downside protection limit set by the Buffer Percentage. In each case,
the Company has added clarifying disclosure.

 12. In the definition of “Dual Directional Yield,” in the first sentence, the staff believes
that Dual Directional Yield is a type of Indexed Strategy and not an upside crediting method, and that the upside crediting method for
this Indexed Strategy is the Performance Yield. Assuming this is accurate, please revise the definition and disclosure accordingly.

RESPONSE: The prospectus has been revised accordingly.

 13. In the definition of “Index Trigger”:

 a. Please delete the phrase “applicable to Index Trigger, Dual Directional Trigger and Dual Directional
Trigger and Cap Strategies.” The phrase is confusing because the Index Trigger is an upside crediting method rather than a type
of Indexed Strategy.

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RESPONSE: The Company has revised the above-referenced
definition for clarity. The Company believes it is appropriate to reference Dual Directional Trigger and Dual Directional Trigger and
Cap as part of the Index Trigger definition, as those upside crediting methods make use of the Index Trigger mechanism.

 b. In the next sentence, please delete the phrase “within a certain range as defined in the Indexed
Strategy,” and replace with “positive or zero.” The same comment applies to the definition of “Index Trigger Rate.”

RESPONSE: The prospectus has been revised accordingly.

 c. Please clarify if there is an Index Trigger and an Index Trigger Rate. It appears that if the Index
Return is positive or zero, the Index Credit will equal the Index Trigger Rate. It also appears that there is no separate Index Trigger,
and the Index Trigger Rate is the upside crediting method.

RESPONSE: The Company has added disclosure to the
definitions of “Index Trigger” and “Index Trigger Rate” to clarify that the Index Trigger is the upside crediting
method, and the Index Trigger Rate is the rate of return used to calculate the Index Credit when the Index Trigger applies.

 14. In the definition of “Indexed Strategy Parameters,” please include in the list Dual Directional
Cap, Dual Directional Trigger, and Dual Directional Trigger and Cap.

RESPONSE: The Company has simplified the above-referenced
definition to generally refer to the upside crediting method and downside protection feature for an Indexed Strategy.

 15. In the definition of “Performance Yield,” Performance Yield should be defined as an upside
crediting method rather than an Indexed Strategy Parameter.

RESPONSE: The prospectus has been revised
accordingly.

SUMMARY

 16. Under “What is the Purpose of the Contract?”

 a. Please bold the entire second paragraph.

RESPONSE: The prospectus has been revised accordingly.

 b. Please bold the first two sentences of the fifth paragraph regarding maximum potential loss.

RESPONSE: The prospectus has been revised accordingly.

 17. Under “What Indexed Strategies are Available under the Contract?”:

 a. Please state either in or near the table the minimum guaranteed rate for each upside crediting method.

RESPONSE: The prospectus has been revised accordingly.

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 b. The staff does not believe that Dual Directional Yield is an upside crediting method; it is a type
of Indexed Strategy. Accordingly, in the table, please replace “Dual Directional Yield” with “Performance Yield,”
which is the upside crediting method for this Indexed Strategy. Please also revise accordingly throughout the prospectus as applicable.

RESPONSE: The prospectus has been revised accordingly.

 18. In the ne