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Eversheds Sutherland (US) LLP
 1114 Avenue of the Americas, 40th

Floor

 New York, NY 10036-7703

 D: +1 212.389.5080

F: +1 212.389.5099

dodiekent@

 eversheds-sutherland.com

 February 1, 2023

VIA EDGAR and E-MAIL

ATTN: Jaea Hahn, Senior Counsel

 Division of Investment
Management

 Disclosure Review and Accounting Office

 U.S.
Securities and Exchange Commission

 100 F Street NE

Washington, DC 20549

Re:
 Gainbridge Life Insurance Company Registration Statement on Form S-1
File No. 333-266211

 Dear Ms. Hahn:

This letter, which we have filed as Correspondence, responds to the comments you conveyed to me verbally on January 20, 2023 with regard
to the above-referenced Registration Statement on Form S-1. Along with this letter, we have included a revised prospectus reflecting the Company’s revisions in response to the Staff comments. A courtesy
blackline reflecting the changes will be provided to the Staff. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response. Any page number references are to the “As Filed” Marked PDF
prospectus page number.

 General

Comment 1: Please respond to all comments via a Correspondence filing on EDGAR.

Response: We have included the Company’s response to the comments via a Correspondence filing on EDGAR.

Comment 2: The Staff continues to be concerned about “direct sales,” and may make further comments in this regard.

Response: The Company strongly believes that The OneUpSM RILA is uniquely tailored for
investors who want to purchase direct and make their own informed investment decisions. As we responded previously, the Gainbridge website is styled throughout as a site for direct investors.

Further, the Company believes that the concerns about “direct sales” are keenly alleviated by the unique product design. These helpful direct sales
design features include, but are not limited to, the following:

•

The Contracts limits the Reference Indices to two indices, which are variations of the S&P 500 Index, an index that most investors are very familiar with.

•

There are only three Indexed Strategies, each of which offers a simple, straight-forward downside protection feature: the Buffer and Floor, both of which are now prolific in the

Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland.
For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

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industry, as well as a clear-cut Coupon Credit feature, i.e., the Company decreases any losses and increases any gains by a stated credit amount.

•

The Indexed Strategies are designed with NO upside limitation features or rates. All positive Reference Index performance is credited to the investor without adjustment, both during and at the end of the term.

•

The Coupon Indexed Strategy gives the purchaser the opportunity at the end of every three-month period to transfer into the Fixed Interest Strategy, which appears to be the shortest investment term for an Indexed
Strategy for a RILA product currently being sold.

 Cover Page

Comment 3: In the second paragraph, after the parenthetical word “Strategies,” there appears to be a connecting word or phrase
missing.

 Response: We have edited as follows: “The Contract has two phases: (i) an Accumulation Phase, during which you
allocate payments (and any earnings) (“Contract Value”) to investment options (“Strategies”) to which we credit interest (“Interest”), positive or negative, based on the relevant Strategy’s fixed interest or market
index-linked return at the end of specified investment periods; and (ii) an annuity phase, during which we will apply the value of your Contract to make either periodic payments or a single lump sum payment, depending on the option you
choose.”

 Comment 4: Move the following sentences from the fourth full paragraph on the second page of the Cover Page to be a new
second paragraph on the first page of the Cover Page.

 The Contract is a complex insurance and investment vehicle. Before you invest,
you should carefully read this Prospectus and consider consulting with a third-party financial professional about whether the Contract’s features, benefits, risks, and fees are appropriate for you based on your financial situation and
objectives. Please see the “Self-Directed Purchase Risk” in the “Contract Risk Factors” section. The Company, Alden Associates, and Gainbridge Insurance Agency do not provide any investment advice to you with respect
to the Contract.

 In addition, in substance, add the following disclosures to this moved text: The contract is self-directed; the sale of the
contract is not subject to suitability or Best Interests requirements; the contract is intended to be a long-term investment; the contract is not suitable for everyone. Also, change should “consider” consulting a third-party
financial professional to “should” consult a third-party financial professional.

 Response: We have revised the paragraph as
follows and moved it to be the second paragraph on the cover page:

 “The Contract is a complex insurance and investment vehicle
designed for long-term investment purposes, and it is not suitable for all investors. It is not intended for someone who needs ready access to cash or who is seeking complete protection from downside risk. The Contract may not be a good fit for your
individual circumstances. Before you invest, you should carefully read this Prospectus and consult with a third-party financial professional about whether the Contract’s features, benefits, risks, and fees are appropriate for you based on
your financial situation and objectives. The Contract is available for direct purchase exclusively online at www.gainbridge.io. Please see the “Self-Directed Purchase Risk” in the “Contract Risk Factors” section.

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 Definitions

Comment 5: The registration statement uses the terms Buffer Factor AND Buffer. Buffer Factor appears to be used in the same way the term
“Buffer” is generally used in the industry, i.e., it represents the maximum loss percentage. Using both Buffer Factor and Buffer does not appear to simplify the prospectus. Consider eliminating the term Buffer Factor here and throughout
the prospectus, or explain why it is necessary.

 Response: Respectfully, the Company declines to make this change. The Company strongly
believes that the Prospectus has provided clear, appropriate disclosure about the difference in the meaning of both terms, and the terms are, indeed, meaningfully different and important to the operation and design of the Contract.

•

The “Buffer” is an amount of dollars representing the maximum Buffer Credit available to be credited at the end of the Term.

•

The “Buffer Factor” is the percentage applied to the Buffer Credit Base when determining the Buffer.

We will also add “and also at the end of the Term” to the definition of “Buffer Factor” and several other appropriate instances.
Additionally, the Contract and endorsement, as filed in the states (with approvals in thirty-five and counting), prominently include the terms, “Buffer” and “Buffer Factor.”

Comment 6: Please clarify here and throughout the prospectus that Buffer Credit Base is a “reference” value, and it is not an
amount that is available for withdrawals, surrenders, etc…

 Response: We previously disclosed that the Buffer Credit Base is not
available for withdrawal, surrender, as a Death Benefit, or for application to any Settlement Option in the “Definition” section. We have now “bolded” this disclosure. We will also add the disclosure in the Buffer Indexed
Strategy Value section. Based on this comment, we have also edited the disclosure to the Coupon Credit Base and Floor Credit Base definitions and sections, in a similar manner. We have also further clarified that these are “measuring”
values.

 At a Glance Product Summary – “How Can I Purchase the Contract?”

Comment 7: On page 5, in the fourth paragraph, the third sentence states:

New Indexed Strategy Terms begin on the Contract Date and every three months thereafter (i.e., on a quarterly basis) for all Indexed Strategy types.

 This suggests that all Strategies have a three (3) month term. Please clarify here and throughout how this impacts the 72 month terms.
Further, if an investor in a 72-month Strategy can reallocate every 3 months, please disclose here and throughout, as appropriate, any negative consequences of reallocating before the end of a term.

Response: The Contract does not permit the investor to reallocate Contract Value from any Indexed Strategy prior to the end of the current
Indexed Strategy Term. The Company has clarified the noted disclosure, as follows:

 “On the Contract Date, we will allocate your
initial Purchase Payment to one or more Strategies based on the selection you made on the Application. You may only allocate Purchase Payments to an Indexed Strategy the beginning of a new Indexed Strategy Term. New Indexed Strategy Terms for the 72-month Buffer Indexed Strategy, the three-month Coupon Indexed Strategy, and the 72-month Floor Indexed Strategy are available on your Contract Date and every three months
thereafter (i.e., on a quarterly

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 basis, from your Contract Date). We will allocate any Purchase Payment we receive after the Contract Date
during the Purchase Payment Period to the Fixed Interest Strategy until the beginning of the next available Indexed Strategy Term (i.e., the next quarterly anniversary of the Contract Date), at which time you may reallocate the subsequent Purchase
Payment from the Fixed Interest Strategy to the new Indexed Strategy you then select. If you do not reallocate the subsequent Purchase Payment from the Fixed Interest Strategy on the first available Indexed Strategy Term, then you may only select
the next available Indexed Strategy Term at the next quarterly anniversary of the Contract Date. This means Purchase Payments allocated to an Indexed Strategy that are received after your Contract Date will not participate in any index performance
until you have selected a subsequent new Indexed Strategy Term. Please note that you may not reallocate Indexed Strategy Value prior to the end of the Indexed Strategy Term, as described in the “Allocation and Reallocation of Purchase Payments
and Contract Value” section.”

 Comment 8: On page 5, relocate the fifth paragraph to “Can I reallocate my Indexed Strategy
Value at the end of an Indexed Strategy Term to a different Strategy? Can I stay in the same Strategy?” later in this summary section.

Response: Respectfully, the Company declines to make this change. The noted paragraph relates to Purchase Payments, not to reallocations.
Accordingly, we believe that it is appropriately placed under the “purchase” question, as opposed to the “reallocation” question.

Comment 9: On page 5, move the following sentences at the end of the sixth paragraph to be a stand-alone third paragraph under this
question.

 Sales of the Contract and other annuity products through the Gainbridge website are made without a recommendation by the Company,
Gainbridge Insurance Agency, Alden Associates, or any other third-party sales organization and are not subject to state or federal suitability requirements or best interest obligations. See “Self-Directed Purchase Risk” later in the
Prospectus. Before you invest, you should carefully read this Prospectus and consider consulting with a third-party financial professional about whether the Contract’s features, benefits, risks, and fees are appropriate for you based
on your financial situation and objectives. See also the “Other Information – Distribution” section.”

 In addition,
similar to the Cover Page comment above, in substance, add the following disclosures to this now relocated text: The contract is complex; the sale of the contract is self-directed; the contract is intended to be a long-term investment; the contract
is not suitable for everyone. Also, change should “consider” consulting a third-party financial professional to “should” consult a third-party financial professional.

Response: The Company has made the requested move and changes, as follows:

“The Contract is a complex insurance and investment vehicle designed for long-term investment purposes, and it is not suitable for all
investors. It is not intended for someone who needs ready access to cash or who is seeking complete protection from downside risk. The Contract may not be a good fit for your individual circumstances. Sales of the Contract are direct through the
Gainbridge website are made without a recommendation by the Company, Gainbridge Insurance Agency, Alden Associates, or any other third-party sales organization and are not subject to state or federal suitability requirements or best interest
obligations. See “Self-Directed Purchase Risk” later in the Prospectus. Before you invest, you should carefully read this Prospectus and consult with a third-party financial professional about whether the Contract’s features,
benefits, risks, and fees are appropriate for you based on your financial situation and objectives. See also the “Other Information – Distribution” section.”

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 Comment 10: On pages 5 & 6, relocate the seventh paragraph in this answer to an appropriate place in the
body of the prospectus.

 Response: The Company has moved the seventh paragraph to its own new subsection entitled “Other
Information,” after the subsection “Electronic Application Process.”

 At a Glance Product Summary – How is Interest credited to
the Indexed Strategies?

 Comment 11: On page 8, revise the start of the last paragraph of this answer to first include brief
definitions of the Buffer Credit, Coupon Credit and Floor Credit. In addition, if you are permitted to reallocate Contract Value prior to the end of a term, please briefly describe any negative consequences of doing so.

Also, please add an additional cross-reference at the end of this paragraph to “How can I access my money?” for an explanation of how such
reductions can be significant.

 Response: The Contract does not permit the investor to reallocate Contract Value prior to the end of a
Term.

 As requested, the Company has added the narrative below prior to the start of the last paragraph. We have also added the cross-reference you
requested to the end of that paragraph.

 “The Buffer Credit is an amount that will be credited to the Indexed Strategy Value for the
Buffer Indexed Strategy at the end of the applicable Indexed Strategy Term. Each Buffer Credit reduces any losses, in whole or in part, from negative performance of the Reference Index over the Indexed Strategy Term, up to the value of the Buffer.
The Coupon Credit is an amount that will be credited to the Indexed Strategy Value for the Coupon Indexed Strategy at the end of the applicable Indexed Strategy Term. Each Coupon Credit will increase any gains when the performance of the Reference
Index is positive over the Indexed Strategy Term and will reduce any losses when the performance of the Reference Index is negative over the Indexed Strategy Term. The Floor Credit is an amount that will be credited to the Indexed Strategy Value for
the Floor Indexed Strategy at the end of the applicable Indexed Strategy Term. Each Floor Credit reduces any losses from negative performance of the Referen