|
|

FORM 10-Q



UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

WASHINGTON, D.C. 20549



(MARK ONE)



|þ | QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d)
|- | ------------------------------------------------
|  | OF
THE SECURITIES EXCHANGE ACT OF 1934          



FOR THE QUARTERLY
PERIOD ENDED MARCH 31, 2006



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d)
|- | -------------------------------------------------
|  | OF
THE SECURITIES EXCHANGE ACT OF 1934           



FOR THE TRANSITION
PERIOD FROM __________ TO
__________



Commission file number
333-87218



PHL VARIABLE
INSURANCE COMPANY

(Exact name of
registrant as specified in its charter)



|Delaware                        | 06-1045829         
|------------------------------- | -------------------
|(State or other
jurisdiction of | (I.R.S. Employer   
|incorporation or
organization)  | Identification No.)



|One American Row,
Hartford, Connecticut 06102-5056

(860) 403-5000
|------------------------------------------------------------------
|                                                                  

(Address, including zip
code, and telephone number,

including area code, of
principal executive offices)



Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes
 ̈     No
þ



Indicated by check mark
whether the registrant is a large accelerated filer, an accelerated filer or a
non-accelerated filer.  See
definition of accelerated filer and large accelerated filer in Rule
12b-2 of the Exchange Act.
 (Check one):

Large accelerated filer
 ̈     Accelerated filer
 ̈     Non-accelerated filer þ



Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).

Yes
 ̈     No
þ



PHL Variable Insurance
Company is a wholly-owned indirect subsidiary of The Phoenix Companies, Inc.,
and there is no market for the
registrants common stock.  On April 30, 2006, there were 500 shares
of the registrants common
stock outstanding.



The registrant meets
the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and
is therefore filing this Form
with the reduced disclosure format permitted by that General Instruction.



|
|



1

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TABLE OF CONTENTS

|          |    | Item No. |  | Description                                                                                                                                                                            | Page
|--------- | -- | -------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|          |    |          |  |                                                                                                                                                                                        |     
|PART I    |    |          |  | FINANCIAL INFORMATION                                                                                                                                                                  |     
|          |    |          |  |                                                                                                                                                                                        |     
|          |    | 1        |  | Financial Statements:                                                                                                                                                                  |     
|          |    |          |  |                                                                                                                                                                                        |     
|          |    |          |  | Unaudited Interim Condensed Consolidated Balance Sheet as of
     March 31, 2006 and December 31, 2005                                                                                 | 3   
|          |    |          |  |                                                                                                                                                                                        |     
|          |    |          |  | Unaudited Interim Condensed Consolidated Statement of Income and
     Comprehensive Income and Changes in Stockholders
Equity for the
     three months ended March 31, 2006 and 2005 | 4   
|          |    |          |  |                                                                                                                                                                                        |     
|          |    |          |  | Unaudited Interim Condensed Consolidated Statement of Cash Flows
     for the three months ended March 31, 2006 and 2005                                                               | 5   
|          |    |          |  |                                                                                                                                                                                        |     
|          |    |          |  | Notes to
Unaudited Interim Condensed Consolidated Financial Statements
   for the three months ended March 31, 2006 and 2005                                                           | 6   
|          |    |          |  |                                                                                                                                                                                        |     
|          |    | 2        |  | Managements Discussion and Analysis of Financial Condition and
   Results of Operations                                                                                               | 12  
|          |    |          |  |                                                                                                                                                                                        |     
|          |    | 3        |  | Quantitative
and Qualitative Disclosures About Market Risk                                                                                                                             | 17  
|          |    |          |  |                                                                                                                                                                                        |     
|          |    | 4        |  | Controls and
Procedures                                                                                                                                                                | 17  
|          |    |          |  |                                                                                                                                                                                        |     
|PART II   |    |          |  | OTHER INFORMATION                                                                                                                                                                      |     
|          |    |          |  |                                                                                                                                                                                        |     
|          |    | 1        |  | Legal
Proceedings                                                                                                                                                                      | 19  
|          |    |          |  |                                                                                                                                                                                        |     
|          |    | 1A       |  | Risk Factors                                                                                                                                                                           | 20  
|          |    |          |  |                                                                                                                                                                                        |     
|          |    | 2        |  | Unregistered
Sales of Equity Securities and Use of Proceeds                                                                                                                            | 20  
|          |    |          |  |                                                                                                                                                                                        |     
|          |    | 3        |  | Defaults Upon
Senior Securities                                                                                                                                                        | 20  
|          |    |          |  |                                                                                                                                                                                        |     
|          |    | 4        |  | Submission of
Matters to a Vote of Security Holders                                                                                                                                    | 20  
|          |    |          |  |                                                                                                                                                                                        |     
|          |    | 5        |  | Other
Information                                                                                                                                                                      | 20  
|          |    |          |  |                                                                                                                                                                                        |     
|          |    | 6        |  | Exhibits                                                                                                                                                                               | 20  
|          |   
|Signature | 22









2



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PART I.  FINANCIAL
INFORMATION



ITEM 1.  FINANCIAL STATEMENTS



PHL VARIABLE INSURANCE COMPANY

Unaudited Interim
Condensed Balance Sheet

($ in thousands, except
share data)

March 31, 2006
(unaudited) and December 31, 2005



|                                                                           | 2006 |           | 2005
|-------------------------------------------------------------------------- | ---- | --------- | ----
|                                                                           |      |           |     
|ASSETS:                                                                    |      |           |     
|Available-for-sale debt
securities, at fair value                          | $    | 2,462,669 |     
|Policy loans, at unpaid
principal balances                                 |      | 13,312    |     
|Other invested assets                                                      |      | 731       |     
|Total investments                                                          |      | 2,476,712 |     
|Cash and cash equivalents                                                  |      | 140,655   |     
|Accrued investment income                                                  |      | 28,735    |     
|Deferred policy acquisition
costs                                          |      | 610,480   |     
|Receivable from related parties                                            |      | 990       |     
|Other general account assets                                               |      | 49,652    |     
|Separate account assets                                                    |      | 2,684,697 |     
|Total assets                                                               | $    | 5,991,921 |     
|                                                                           |      |           |     
|LIABILITIES:                                                               |      |           |     
|Policyholder deposit funds                                                 | $    | 2,065,198 |     
|Policy liabilities and accruals                                            |      | 580,539   |     
|Deferred income taxes                                                      |      | 76,768    |     
|Payable to related parties                                                 |      | 22,457    |     
|Other general account
liabilities                                          |      | 25,140    |     
|Separate account liabilities                                               |      | 2,684,697 |     
|Total liabilities                                                          |      | 5,454,799 |     
|                                                                           |      |           |     
|CONTINGENT
LIABILITIES (Note 5)                                            |      |           |     
|                                                                           |      |           |     
|STOCKHOLDERS
EQUITY:                                                      |      |           |     
|Common stock, $5,000 par value:
1,000 shares authorized; 500 shares issued |      | 2,500     |     
|Additional paid-in capital                                                 |      | 503,234   |     
|Retained earnings                                                          |      | 36,392    |     
|Accumulated other comprehensive
loss                                       |      | (5,004)   |     
|Total stockholders
equity                                                 |      | 537,122   |     
|Total liabilities and
stockholders equity                                 | $    | 5,991,921 |     



The accompanying notes
are an integral part of these
financial statements.



3



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PHL VARIABLE INSURANCE COMPANY

Unaudited Interim
Condensed Statement of Income and Comprehensive Income

and Changes in
Stockholders Equity

($ in thousands, except
share data)

Three Months Ended
March 31, 2006 and 2005



|                                          | 2006 |         | 2005
|----------------------------------------- | ---- | ------- | ----
|REVENUES:                                 |      |         |     
|Premiums                                  | $    | 2,475   |     
|Insurance
and investment product fees     |      | 41,995  |     
|Investment income, net of expenses        |      | 35,060  |     
|Net
realized investment losses            |      | (4,083) |     
|Total
revenues                            |      | 75,447  |     
|                                          |      |         |     
|BENEFITS AND EXPENSES:                    |      |         |     
|Policy
benefits                           |      | 43,848  |     
|Policy
acquisition cost amortization      |      | 13,057  |     
|Other
operating expenses                  |      | 19,512  |     
|Total
benefits and expenses               |      | 76,417  |     
|Income
(loss) before income taxes         |      | (970)   |     
|Applicable income taxes (benefits)        |      | (228)   |     
|Net
income (loss)                         | $    | (742)   |     
|                                          |      |         |     
|COMPREHENSIVE INCOME:                     |      |         |     
|Net
income (loss)                         | $    | (742)   |     
|Net
unrealized investment losses          |      | (4,399) |     
|Other
comprehensive loss                  |      | (4,399) |     
|Comprehensive loss                        | $    | (5,141) |     
|                                          |      |         |     
|RETAINED EARNINGS:                        |      |         |     
|Net
income (loss)                         | $    | (742)   |     
|                                          |      |         |     
|OTHER COMPREHENSIVE INCOME:               |      |         |     
|Other
comprehensive loss                  |      | (4,399) |     
|Change
in stockholders equity            |      | (5,141) |     
|Stockholders equity, beginning of period |      | 542,263 |     
|Stockholders equity, end of period       | $    | 537,122 |     



The accompanying notes are an integral
part of these financial
statements.



4



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PHL VARIABLE INSURANCE COMPANY

Unaudited Interim
Condensed Consolidated Statement of Cash Flows

($ in thousands)

Three Months Ended
March 31, 2006 and 2005



|                                               | 2006 |           | 2005
|---------------------------------------------- | ---- | --------- | ----
|OPERATING ACTIVITIES:                          |      |           |     
|Net
income (loss)                              | $    | (742)     |     
|Net
realized investment losses                 |      | 4,083     |     
|Investment loss                                |      | (1,615)   |     
|Deferred
income taxes                          |      | 5,781     |     
|(Increase) decrease in receivables             |      | (6,178)   |     
|Increase
in deferred policy acquisition costs  |      | (70,607)  |     
|Increase
in policy liabilities and accruals    |      | 97,364    |     
|Other
assets and other liabilities net change  |      | (21,875)  |     
|Cash
from operating activities                 |      | 6,211     |     
|                                               |      |           |     
|INVESTING ACTIVITIES:                          |      |           |     
|Investment purchases                           |      | (308,024) |     
|Investment sales, repayments and maturities    |      | 607,581   |     
|Cash
from (for) investing activities           |      | 299,557   |     
|                                               |      |           |     
|FINANCING ACTIVITIES:                          |      |           |     
|Policyholder deposit fund deposits             |      | 50,317    |     
|Policyholder deposit fund withdrawals          |      | (241,248) |     
|Cash
for financing activities                  |      | (190,931) |     
|Change
in cash and cash equivalents            |      | 114,837   |     
|Cash and
cash equivalents, beginning of period |      | 25,818    |     
|Cash
and cash equivalents, end of period       | $    | 140,655   |     



The accompanying notes are an integral
part of these financial
statements.



5



---

PHL VARIABLE INSURANCE COMPANY

Notes to Unaudited
Interim Condensed Consolidated Financial Statements

Three Months Ended
March 31, 2006 and 2005







1.

Organization and
Operations



PHL Variable Insurance Company is a
life insurance company offering
variable and fixed annuity and non-participating life insurance products.
 It is a wholly-owned subsidiary
of PM Holdings, Inc.  PM Holdings is a wholly-owned subsidiary of Phoenix
Life Insurance Company (Phoenix
Life), which is a wholly-owned subsidiary of The Phoenix Companies, Inc., a New
York Stock Exchange listed
company.  We have reclassified certain 2005 amounts to conform with 2006
presentation.



We have prepared these financial
statements in accordance with
accounting principles generally accepted in the United States, or GAAP.  In
preparing these financial
statements in conformity with GAAP, we are required to make estimates and
assumptions that affect the reported
amounts of assets and liabilities at reporting dates and the reported amounts of
revenues and expenses during
the reporting periods.  Actual results will differ from these estimates and
assumptions.  We employ
significant estimates and assumptions in the determination of: deferred policy
acquisition costs; policyholder
liabilities and accruals; the valuation of investments in debt and equity
securities; the valuation of deferred
tax liabilities and accruals for contingent liabilities.  Our significant
accounting policies are
presented in the notes to our financial statements in our 2005 Annual Report on
Form 10-K.



Our interim financial statements do not
include all of the disclosures
required by GAAP for annual financial statements.  In our opinion, we have
included all adjustments,
consisting of normal, recurring adjustments, considered necessary for a fair
statement of the results for the
interim periods.  Financial results for the three-month period in 2006 are
not necessarily indicative of
the results that may be expected for the year 2006.  These unaudited
financial statements should be read
in conjunction with our financial statements in our 2005 Annual Report on Form
10-K.



Recently issued accounting standards



Deferred Acquisition Costs:
 In September 2005, the
Accounting Standards Executive Committee, or AcSEC, of the American Institute of
Certified Public Accountants,
or AICPA, issued Statement of Position 05-1, Accounting by Insurance
Enterprises for Deferred Acquisition
Costs in Connection With Modifications or Exchanges of Insurance Contracts,
or SOP 05-1.  SOP 05-1
provides guidance on accounting by insurance enterprises for deferred
acquisition costs on internal
replacements of insurance and investment contracts other than those specifically
described in Statement of
Financial Accounting Standards No. 97, or SFAS No. 97.  The SOP defines an
internal replacement as a
modification in product benefits, features, rights, or coverages that occurs by
the exchange of a contract for
a new contract, or by amendment, endorsement, or rider to a contract, or by the
election of a feature or
coverage within a contract.  This SOP is effective for internal
replacements occurring in fiscal years beginning after December 15, 2006.
 We will adopt SOP 05-1
on January 1, 2007.  We are currently assessing the impact of SOP 05-1 on
our financial position and
results of operations.



Servicing of Financial Assets:
 In March 2006, the
Financial Accounting Standards Board issued SFAS 156, Accounting for
Servicing of Financial Servicing of
Financial Assets, an amendment of FASB Statement No. 140, or SFAS
156.  SFAS 156 provides
guidance on recognition and disclosure of servicing assets and liabilities and
is effective beginning January
1, 2007.  We do not expect our adoption of SFAS 156 to have a material
impact on our financial statements.



Accounting changes



Certain Hybrid Financial
Instruments:  Effective January
1, 2006, we adopted SFAS 155, Accounting for Certain Hybrid Financial
Instruments, or SFAS 155.
 SFAS 155 resolves certain issues surrounding the accounting for beneficial
interests in securitized
financial assets.  Our adoption of SFAS 155 did not have a material effect
on our financial statements.





6



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Other-Than-Temporary Impairments:
 Effective January 1, 2006, we adopted FASB Staff Position Nos. FAS 115-1
and FAS 124-1, The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments,
or FSP 115-1. FSP 115-1
provides guidance as to the determination of other-than-temporarily impaired
securities and requires certain
financial disclosures with respect to unrealized losses.  These accounting
and disclosure requirements
largely codify our existing practices as to other-than-temporarily impaired
securities and thus, our adoption
did not have a material effect on our financial statements.





2.

Operating
Activities



|Activity in Deferred Policy
Acquisition Costs:                                                                | Three Months Ended
|------------------------------------------------------------------------------------------------------------- | ------------------
|($ in thousands)                                                                                              | March 31,         
|                                                                                                              | 2006              
|                                                                                                              |                   
|Policy
acquisition costs deferred                                                                             | $                 
|Recurring
costs amortized to expense                                                                          |                   
|Decrease
(increase) related to realized investment gains or losses                                            |                   
|(Cost)
credit offsets to net unrealized investment gains or losses
    included in other comprehensive income |                   
|Change in
deferred policy acquisition costs                                                                   |                   
|Deferred
policy acquisition costs, beginning of period                                                        |                   
|Deferred
policy acquisition costs, end of period                                                              | $                 





3.

Investing
Activities



Debt securities



|Fair Value and Cost of Debt
Securities: | March 31, 2006 |           | December 31, 2005
|--------------------------------------- | -------------- | --------- | -----------------
|($ in thousands)                        | Fair Value     |           | Cost             
|                                        |                |           |                  
|U.S.
government and agency              | $              | 114,875   |                  
|State and
political subdivision         |                | 22,427    |                  
|Foreign
government                      |                | 58,953    |                  
|Corporate                               |                | 1,366,350 |                  
|Mortgage-backed                         |                | 534,196   |                  
|Other
asset-backed                      |                | 365,868   |                  
|Debt
securities                         | $              | 2,462,669 |                  



We owned no non-income producing debt
securities as of March 31, 2006
or 2005.



|Gross and Net Unrealized Gains and
Losses from | March 31, 2006 |          | December 31, 2005
|---------------------------------------------- | -------------- | -------- | -----------------
|Debt Securities:                               | Gains          |          | Losses           
|($ in thousands)                               |                |          |                  
|                                               |                |          |                  
|U.S.
government and agency                     | $              | 218      |                  
|State and
political subdivision                |                | 209      |                  
|Foreign
government                             |                | 3,695    |                  
|Corporate                                      |                | 6,423    |                  
|Mortgage-backed                                |                | 3,992    |                  
|Other
asset-backed                             |                | 2,216    |                  
|Debt
securities gains (losses)                 | $              | 16,753   |                  
|Debt
securities net gains (losses)             | $              | (37,375) |                  





7



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|Aging of Temporarily Impaired                                                                        | March 31, 2006     
|---------------------------------------------------------------------------------------------------- | -------------------
|Debt Securities:                                                                                     | Less than 12 months
|($
in thousands)                                                                                     | Fair               
|                                                                                                     | Value              
|Debt securities                                                                                      |                    
|U.S. government and agency                                                                           | $                  
|State and political subdivision                                                                      |                    
|Foreign government                                                                                   |                    
|Corporate                                                                                            |                    
|Mortgage-backed                                                                                      |                    
|Other asset-backed                                                                                   |                    
|Total temporarily impaired securities                                                                | $                  
|                                                                                                     |                    
|Below investment grade                                                                               | $                  
|Below investment grade after offsets
   for deferred policy acquisition cost
   adjustment and taxes |                    



These securities are considered to be
temporarily impaired at March 31, 2006 as each of these securities has
performed, and is expected to continue to perform, in accordance with their
original contractual terms, and we have the ability and intent to hold these
securities until they recover their value.



In all of these securities, there are
no unrealized losses of below investment grade debt securities with a fair value
less than 80% of the securities amortized cost at March 31, 2006.



|Aging of Temporarily Impaired General                                                         | As of December 31, 2005
|--------------------------------------------------------------------------------------------- | -----------------------
|Account Debt Securities:                                                                      | Less than 12 months    
|($
in thousands)                                                                              | Fair                   
|                                                                                              | Value                  
|Debt Securities                                                                               |                        
|U.S. government and agency                                                                    | $                      
|State and political subdivision                                                               |                        
|Foreign government                                                                            |                        
|Corporate                                                                                     |                        
|Mortgage-backed                                                                               |                        
|Other asset-backed                                                                            |                        
|Total temporarily impaired securities                                                         | $                      
|                                                                                              |                        
|Below investment grade                                                                        | $                      
|Below investment grade after offsets
   for deferred acquisition cost
   adjustment and taxes |                        



These securities were considered to be
temporarily impaired at December 31, 2005 as each of these securities had
performed, and was expected to continue to perform, in accordance with their
original contractual terms, and we have the ability and intent to hold these
securities until they recover their value.







8



---

Net
investment income



|Sources of Net Investment
Income: | Three Months Ended
|--------------------------------- | ------------------
|($ in thousands)                  | March 31,         
|                                  | 2006              
|                                  |                   
|Debt
securities                   | $                 
|Equity
securities                 |                   
|Policy loans                      |                   
|Other
investments                 |                   
|Cash and
cash equivalents         |                   
|Total
investment income           |                   
|Less: investment expenses         |                   
|Net
investment income             | $                 



Net realized investment gains
(losses)



|Sources and Types of Net Realized
Investment Gains (Losses): | Three Months Ended
|------------------------------------------------------------ | ------------------
|($ in thousands)                                             | March 31,         
|                                                             | 2006              
|                                                             |                   
|Debt
security impairments                                    | $                 
|Debt
security transaction gains                              |                   
|Debt
security transaction losses                             |                   
|Equity
security transaction gains                            |                   
|Other
invested asset transaction gains                       |                   
|Net
transaction losses                                       |                   
|Net
realized investment losses                               | $                 
|                                                             |                   
|Net realized
investment losses                               | $                 
|Applicable
deferred policy acquisition costs                 |                   
|Applicable
deferred income benefit                           |                   
|Offsets to realized investment gains                         |                   
|Net
realized investment losses included in net income        | $                 



Unrealized investment gains (losses)



|Sources of Changes in Net
Unrealized Investment Gains (Losses):         | Three Months Ended
|----------------------------------------------------------------------- | ------------------
|($ in thousands)                                                        | March 31,         
|                                                                        | 2006              
|                                                                        |                   
|Debt
securities                                                         | $                 
|Equity
securities                                                       |                   
|Other
investments                                                       |                   
|Net
unrealized investment losses                                        | $                 
|                                                                        |                   
|Net
unrealized investment losses                                        | $                 
|Applicable
closed block policyholder dividend obligation                |                   
|Applicable
deferred income benefit                                      |                   
|Offsets to
net unrealized investment losses                             |                   
|Net
unrealized investment losses included in other comprehensive income | $                 





4.

Income Taxes



For the three months ended March 31,
2006 and 2005, the effective
income tax rates applicable to income from continuing operations differ from the
35.0% U.S. federal statutory
tax rate.  Items giving rise to the differences and the effects are as
follows:



9



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|Analysis of Effective Income Tax
Rates:                        | Three Months Ended
|-------------------------------------------------------------- | ------------------
|                                                               | March 31,         
|                                                               | 2006              
|                                                               |                   
|Income taxes
at statutory rate                                 | $                 
|Investment
income not subject to tax                           |                   
|Effective
income tax rates applicable to continuing operations | $                 



Our federal income tax returns are
routinely audited by the IRS and
estimated provisions are routinely provided in the financial statements in
anticipation of the results of these
audits.  The current periods being audited by the IRS are the 2002 and 2003
tax years.  While it is
often difficult to predict the outcome of these audits, including the timing of
any resolution of any
particular tax matter, we believe that our reserves, as recorded on the balance
sheet, are adequate for all
open years.  Unfavorable resolution of any particular issue could result in
additional use of cash to pay
liabilities that would be deemed owed to the IRS.  Additionally, any
unfavorable or favorable resolution
of any particular issue could result in an increase or decrease, respectively,
to our effective income tax rate
to the extent that our estimates differ from the ultimate resolution.





5.

Contingent
Liabilities



We are regularly involved in
litigation, both as a defendant and as a
plaintiff.  The litigation naming us as a defendant ordinarily involves our
activities as an insurer,
investor or taxpayer.  Several current proceedings are discussed below.
 In addition, state
regulatory bodies, the Securities and Exchange Commission, or SEC, the National
Association of Securities
Dealers, Inc., or NASD, and other regulatory bodies regularly make inquiries of
us and, from time to time,
conduct examinations or investigations concerning our compliance with, among
other things, insurance laws and
securities laws.



For example, during 2003 and 2004, the
SEC conducted examinations of
certain Company variable products and certain affiliated investment advisors and
mutual funds.  In 2004,
the NASD also commenced examinations of two affiliated broker-dealers; the
examinations were closed in April
2005 and November 2004, respectively.  In February 2005, the NASD notified
an affiliate of the Company
that it was asserting violations of trade reporting rules by the affiliate of
the Company.  The affiliated
company responded to the NASD allegations in May 2005 but has not received any
further inquiries to date.



Federal and state regulatory
authorities from time to time make
inquiries and conduct examinations regarding compliance by the Company with
securities and other laws and
regulations affecting its registered products.  The Company endeavors to
respond to such inquiries in an
appropriate way and to take corrective action if warranted.  Recently,
there has been a significant
increase in federal and state regulatory activity relating to financial services
companies, with a number of
recent regulatory inquiries focusing on late-trading, market timing and
valuation issues.  Our products
entitle us to impose restrictions on transfers between separate account
sub-accounts associated with our
variable products.



In 2004 and 2005, the Boston District
Office of the SEC conducted a
compliance examination of certain of the Companys affiliates that are
registered under the Investment
Company Act of 1940 or the Investment Advisers Act of 1940. Following the
examination, the staff of the
Boston District Office issued a deficiency letter primarily focused on perceived
weaknesses in procedures for
monitoring trading to prevent market timing activity. The staff requested the
Company to conduct an analysis as
to whether shareholders, policyholders and contract holders who invested in the
funds that may have been
affected by undetected market timing activity had suffered harm and to advise
the staff whether the Company
believes reimbursement is necessary or appropriate under the circumstances.
 A third party was retained to
assist the Company in preparing the analysis.  Based on the analysis, the
Company advised the SEC that it
does not believe that reimbursement is
 appropriate.



Over the past two years, a number of
companies have announced
settlements of enforcement actions with various regulatory agencies, primarily
the SEC and the New York
Attorney Generals Office.  While no such action has been initiated
against us, it is possible that
one or more regulatory agencies may pursue this type of action against us in the
future.

10



---



Financial services companies have also
been
the subject of broad industry inquiries by state regulators and attorneys
general which do not appear to be
company-specific.  In this regard, in 2004, we received a subpoena from the
Connecticut Attorney
Generals office requesting information regarding certain distribution
practices since 1998.  Over 40
companies received such a subpoena.  We are cooperating fully and have had
no further inquiry since filing
our response.



These types of regulatory actions may
be difficult to assess or
quantify, may seek recovery of indeterminate amounts, including punitive and
treble damages, and the nature and
magnitude of their outcomes may remain unknown for substantial periods of time.
 While it is not feasible
to predict or determine the ultimate outcome of all pending investigations and
legal proceedings or to provide
reasonable ranges of potential losses, we believe that their outcomes are not
likely, either individually or in
the aggregate, to have a material adverse effect on our financial condition, or
consideration of available
insurance and reinsurance and the provision made in our financial statements.
 However, given the large or
indeterminate amounts sought in certain of these matters and litigations
inherent unpredictability, it is
possible that an adverse outcome in certain matters could, from time to time,
have a material adverse effect on
our results of operation or cash flows.







11



---

ITEM 2.

MANAGEMENTS
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND

RESULTS OF
OPERATIONS



FORWARD-LOOKING
STATEMENTS



The following discussion may contain
forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
 The Company intends these
forward-looking statements to be covered by the safe harbor provisions of the
federal securities laws relating
to forward-looking statements.  These include statements relating to trends
in, or representing
managements beliefs about, the Companys future strategies,
operations and financial results, as
well as other statements including words such as anticipate,
believe, plan,
estimate, expect, intend, may,
should and other
similar expressions.  Forward-looking statements are made based upon
managements current
expectations and beliefs concerning trends and future developments and their
potential effects on the Company.
 They are not guarantees of future performance. Actual results may differ
materially from those suggested by forward-looking statements as a result of
risks
and uncertainties which include, among others: (i) changes in general economic
conditions, including changes in
interest and currency exchange rates and the performance of financial markets;
(ii) heightened competition,
including with respect to pricing, entry of new competitors and the development
of new products and services by
new and existing competitors; (iii) regulatory, accounting or tax developments
that may affect the Company or
the cost of, or demand for, its products or services; (iv) downgrades in the
financial strength ratings of the
Company; (v) discrepancies between actual claims experience and assumptions used
in setting prices for the
Companys products and establishing the Companys liabilities for
future policy benefits and claims
relating to such products; (vi) movements in the equity markets that affect our
investment results, the fees we
earn from funds on deposit and the demand for our variable products; (vii) the
relative success and timing of implementation of the
Companys strategies; (viii) the effects of closing the Companys
retail brokerage operations; and
(ix) other risks and uncertainties described in any of the Companys
filings with the SEC.  The
Company undertakes no obligation to update or revise publicly any
forward-looking statement, whether as a
result of new information, future events or otherwise.





MANAGEMENTS
NARRATIVE ANALYSIS OF THE

RESULTS OF OPERATIONS



This section reviews our results of
operations for the three months
ended March 31, 2006 and 2005.  This discussion should be read in
conjunction with the unaudited interim
condensed financial statements and notes contained in this filing as well as in
conjunction with our financial
statements for the year ended December 31, 2005 in our 2005 Annual Report on
Form 10-K.



Overview



We are a manufacturer of insurance and
annuity products for the
accumulation, preservation and transfer of wealth.  We provide products and
services to affluent and
high-net-worth individuals through their advisors and to institutions directly
and through consultants.
 We offer a broad range of life insurance and annuity products, including
universal, variable universal,
term life insurance and a range of variable annuity offerings and services
through a variety of distributors.
 These distributors include independent advisors and financial services firms
who make our products and
services available to their clients.



We derive our revenues principally
from:



·

premiums on life insurance;

·

insurance and investment
product fees on variable life and annuity products and universal life products;
and

·

net investment income and net
realized investment gains.



Under generally accepted accounting
principles, or GAAP, premium and
deposit collections for variable life, universal life and annuity products are
not recorded as revenues.
 These collections are reflected on our balance sheet as an increase in
separate account liabilities for
certain investment options of variable products.  Collections for fixed
annuities and certain investment
options of variable annuities are reflected on our balance sheet as an increase
in policyholder deposit funds.
 Collections for other products are reflected on our balance sheet as an



12



---

increase in
policy liabilities and accruals.



Our expenses consist principally of:





·

insurance policy benefits
provided to policyholders, including interest credited on policies;

·

deferred policy acquisition
costs amortization;

·

other operating expenses; and

·

income taxes.



Our profitability
depends principally upon:



·

the adequacy of our product
pricing, which is primarily a function of our:

·

ability to select
underwriting risks;

·

mortality experience;

·

ability to generate
investment earnings;

·

ability to maintain expenses
in accordance with our pricing assumptions; and

·

persistency on policies
issued (the percentage of policies remaining in force from year to year as
measured by premiums);

·

the amount and composition of
funds on deposit;

·

the maintenance of our target
spreads between the rate of earnings on our investments and interest rates
credited to customers; and

·

our ability to manage expenses.



Our sales and financial results over
the last several years have been
affected by demographic, industry and market trends.  The baby boom
generation has begun to enter its
prime savings years. Americans generally have begun to rely less on
defined benefit retirement plans,
social security and other government programs to meet their postretirement
financial needs.  Product
preferences have shifted between fixed and variable options depending on market
and economic conditions.
 Our balanced product portfolio, including universal life, variable life
and variable annuity products, is
well positioned to meet this shifting demand.



Recently Issued Accounting Standards



Deferred Acquisition Costs:
 In September 2005, the
Accounting Standards Executive Committee, or AcSEC, of the American Institute of
Certified Public Accountants,
or AICPA, issued Statement of Position 05-1, Accounting by Insurance
Enterprises for Deferred Acquisition
Costs in Connection With Modifications or Exchanges of Insurance Contracts,
or SOP 05-1.  SOP 05-1
provides guidance on accounting by insurance enterprises for deferred
acquisition costs on internal
replacements of insurance and investment contracts other than those specifically
described in Statement of
Financial Accounting Standards No. 97, or SFAS No. 97.  The SOP defines an
internal replacement as a
modification in product benefits, features, rights, or coverages that occurs by
the exchange of a contract for
a new contract, or by amendment, endorsement, or rider to a contract, or by the
election of a feature or
coverage within a contract.  This SOP is effective for internal replacements occurring in fiscal years beginning after December 15,
2006.  We will adopt SOP 05-1
on January 1, 2007.  We are currently assessing the impact of SOP 05-1 on
our financial position and
results of operations.



Servicing of Financial Assets:
 In March 2006, the
Financial Accounting Standards Board issued SFAS 156, Accounting for
Servicing of Financial Servicing of
Financial Assets, an amendment of FASB Statement No. 140, or SFAS
156.  SFAS 156 provides
guidance on recognition and disclosure of servicing assets and liabilities and
is effective beginning January
1, 2007.  We do not expect our adoption of SFAS 156 to have a material
impact on our financial statements.



Accounting changes



Certain Hybrid Financial
Instruments:  Effective January
1, 2006, we adopted SFAS 155, Accounting for Certain Hybrid Financial
Instruments, or SFAS 155.
 SFAS 155 resolves certain issues surrounding the accounting for beneficial
interests in securitized
financial assets.  Our adoption of SFAS 155 did not have a material effect
on our financial statements.



13



---

Other-Than-Temporary Impairments:
 Effective January 1, 2006, we adopted FASB Staff Position Nos. FAS 115-1
and FAS 124-1, The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments,
or FSP 115-1. FSP 115-1
provides guidance as to the determination of other-than-temporarily impaired
securities and requires certain
financial disclosures with respect to unrealized losses.  These accounting
and disclosure requirements
largely codify our existing practices as to other-than-temporarily impaired
securities and thus, our adoption
did not have a material effect on our financial statements.



Critical Accounting Estimates



The discussion and analysis of our
results of operations are based
upon our financial statements, which have been prepared in accordance with GAAP.
 GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period.
 Actual results could differ from those estimates.



Critical accounting estimates are
reflective of significant judgments,
often as a result of the need to make estimates about the effect of matters that
are inherently uncertain.
 See our 2005 Annual Report on Form 10-K for a description of our critical
accounting estimates.



Results of
Operations



|Summary Financial Data:               | Three Months Ended |         |     
|------------------------------------- | ------------------ | ------- | ----
|($ in thousands)                      | March 31,          |         |     
|                                      | 2006               |         | 2005
|REVENUES:                             |                    |         |     
|Premiums                              | $                  | 2,475   |     
|Insurance
and investment product fees |                    | 41,995  |     
|Investment
income, net of expenses    |                    | 35,060  |     
|Net realized
investment losses        |                    | (4,083) |     
|Total
revenues                        |                    | 75,447  |     
|                                      |                    |         |     
|BENEFITS AND EXPENSES:                |                    |         |     
|Policy
benefits                       |                    | 43,848  |     
|Policy
acquisition cost amortization  |                    | 13,057  |     
|Other
operating expenses              |                    | 19,512  |     
|Total
benefits and expenses           |                    | 76,417  |     
|Income
(loss) before income taxes     |                    | (970)   |     
|Applicable
income taxes (benefit)     |                    | (228)   |     
|Net
income (loss)                     | $                  | (742)   |     



Three months ended March 31, 2006
vs. March 31, 2005



Premiums increased 83% in the first
quarter of 2006 over the same
period in 2005 due to higher sales of our term life insurance products.



Insurance and investment product fees
increased 78% in the first
quarter of 2006 over the same period in 2005 due to higher sales of universal
life products, which continued to
be dominated by our current assumption product, in 2006 and to higher underlying
account balances during the
first quarter of 2006.  While we do not expect sales to continue at this
level, we do expect overall
trends to be positive in 2006.



Net realized investment losses
increased 592% in the first quarter of
2006 over the same period in 2005 due to the sell off of securities in the
portfolio backing certain
discontinued annuity products. We are intentionally selling securities in
this portfolio for asset
liability matching purposes.



Policy benefits increased 33% in the
first quarter of 2006 over the
same period in 2005 due to higher universal life claims. These represented a
small number of large claims
which we believe, based upon our review, are not indicative of a deterioration
in overall experience.



14



---

Other
operating expenses increased 166% in the first quarter of 2006 over the same
period in 2005 as a result of higher non-deferred expenses, such as
maintenance and indirect cost, associated with business growth, premium taxes
driven by the increase in universal life new business and investment in product
development.



Income tax expense decreased $2.6
million in the first quarter of 2006
from same period in 2005 due primarily to a pre-tax loss of $1.0 million in the
2006 quarter compared to a
pre-tax gain of $7.1 million in the 2005 quarter.



General Account



The invested assets in our general
account are generally of high
quality and broadly diversified across asset classes, sectors and individual
credits and issuers.  Our
investment professionals manage these general account assets in investment
segments that support specific
product liabilities. These investment segments have distinct investment
policies that are structured to
support the financial characteristics of the related liabilities within them.
 Segmentation of assets
allows us to manage the risks and measure returns on capital for our various
products.



Separate Accounts



Separate account assets are managed in
accordance with the specific
investment contracts and guidelines relating to our variable products.  We
generally do not bear any
investment risk on assets held in separate accounts.  Rather, we receive
investment management fees based
on assets under management.  Assets held in separate accounts are not
available to satisfy general account
obligations.



Debt and Equity Securities Held in
Our General Account



Our general account debt securities
portfolios consist primarily of
investment-grade publicly traded and privately placed corporate bonds,
residential mortgage-backed securities,
commercial mortgage-backed securities and asset-backed securities.  As of
March 31, 2006, our general
account held debt securities with a carrying value of $2,462.7 million,
representing 99.4% of total general
account investments.  Public debt securities represented 83.7% of total
debt securities, with the
remaining 16.3% represented by private debt securities.



|Debt Securities by Type and Credit
Quality: | As of March 31, 2006
|------------------------------------------- | --------------------
|($ in thousands)                            | Investment Grade    
|                                            | Fair Value          
|                                            |                     
|United
States government and agency         | $                   
|State and
political subdivision             |                     
|Foreign
government                          |                     
|Corporate                                   |                     
|Mortgage-backed                             |                     
|Other
asset-backed                          |                     
|Total
debt securities                       | $                   
|                                            |                     
|Percentage of total debt securities         |                     



We manage credit risk through industry
and issuer diversification.
 Maximum exposure to an issuer is defined by quality ratings, with higher
quality issuers having larger
exposure limits.  Our investment approach emphasizes a high level of
industry diversification.  The
top five industry holdings as of March 31, 2006 in our debt securities portfolio
are diversified financial
services (6.5%), banking (4.9%), insurance (4.0%), telecommunications equipment
(2.6%) and broker-dealers
(2.5%).



Total net unrealized losses on debt
securities were $37.4 million
(unrealized losses of $54.1 million less unrealized gains of $16.7 million).



15



---

At the end of each reporting
period, we review our security holdings for potential recognition of an
other-than-temporary impairment.
 We maintain a watch list of securities in default, near default or
otherwise considered by our investment
professionals as being distressed, potentially distressed or requiring a
heightened level of scrutiny.  We
also identify securities whose carrying value has been below amortized cost on a
continuous basis.



The following table presents certain
information with respect to our
gross unrealized losses related to our investments in general account debt
securities.  Applicable
deferred acquisition costs and deferred income taxes reduce the effect of these
losses on our comprehensive
income.



|Duration of Gross Unrealized
Losses              | As of March 31, 2006
|------------------------------------------------ | --------------------
|on General Account Securities:                   |                     
|($ in thousands)                                 | Total               
|                                                 |                     
|Debt securities                                  |                     
|Total fair value                                 | $                   
|Total amortized cost                             |                     
|Unrealized losses                                | $                   
|Unrealized losses after offsets                  | $                   
|Unrealized losses over 20% of cost               | $                   
|Unrealized losses over 20% of cost after offsets | $                   
|                                                 |                     
|Investment grade:                                |                     
|Unrealized losses                                | $                   
|Unrealized losses after offsets                  | $                   
|Unrealized losses over 20% of cost               | $                   
|Unrealized losses over 20% of cost after offsets | $                   
|                                                 |                     
|Below investment grade:                          |                     
|Unrealized losses                                | $                   
|Unrealized losses after offsets                  | $                   
|Unrealized losses over 20% of cost               | $                   
|Unrealized losses over 20% of cost after offsets | $                   



For debt securities with gross
unrealized losses, 89.3% of the
unrealized losses after offsets pertain to investment grade securities and 10.7%
of the unrealized losses after
offsets pertain to below investment grade securities at March 31, 2006.



In determining that the securities
giving rise to unrealized losses
were not other-than-temporarily impaired, we considered many factors, including
those cited previously.
 In making these evaluations, we must exercise considerable judgment.
Accordingly, there can be no
assurance that actual results will not differ from our judgments and that such
differences may require the
future recognition of other-than-temporary impairment charges that could have a
material effect on our
financial position and results of operations.  In addition, the value of,
and the realization of any loss
on, a debt security or equity security is subject to numerous risks, including
interest rate risk, market risk,
credit risk and liquidity risk.  The magnitude of any loss incurred by us
may be affected by the relative
concentration of our investments in any one issuer or industry.  We have
established specific policies
limiting the concentration of our investments in
 any single issuer and industry and believe our investment portfolio is
prudently diversified.





16



---

Liquidity
and Capital Resources



In the normal course of business, we
enter into transactions involving
various types of financial instruments such as debt and equity securities.
 These instruments have credit
risk and also may be subject to risk of loss due to interest rate and market
fluctuations.



Our liquidity requirements principally
relate to the liabilities
associated with various life insurance and annuity products and operating
expenses.  Liabilities arising
from life insurance and annuity products include the payment of benefits, as
well as cash payments in
connection with policy surrenders, withdrawals and loans.



Historically, we have used cash flow
from operations and investment
activities to fund liquidity requirements.  Our principal cash inflows from
life insurance and annuities
activities come from premiums, annuity deposits and charges on insurance
policies and annuity contracts.
 Principal cash inflows from investment activities result from repayments
of principal, proceeds from
maturities, sales of invested assets and investment income.



See our 2005 Annual Report on Form 10-K
for additional information as
to liquidity and capital resources.



Contractual Obligations and
Commercial Commitments



As of March 31, 2006, there were no
significant changes to our
outstanding contractual obligations and commercial commitments as disclosed in
our 2005 Annual Report on Form
10-K.



Off-Balance Sheet Arrangements



As of March 31, 2006 and December 31,
2005, we did not have any
significant off-balance sheet arrangements as defined by Item 303(a)(4)(ii) of
SEC Regulation S-K.



Reinsurance



We maintain life reinsurance programs
designed to protect against
large or unusual losses in our life insurance business.  Based on our
review of their financial statements
and reputations in the reinsurance marketplace, we believe that these
third-party reinsurers are financially
sound and, therefore, that we have no material exposure to uncollectible life
reinsurance.



Risk Based Capital



At March 31, 2006, our estimated Total
Adjusted Capital level was in
excess of 400% of Company Action Level.





ITEM 3.  QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET
RISK



We have omitted this information from
this report as we meet the
conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and are
therefore filing this Form
with the reduced disclosure format permitted by that General Instruction.





ITEM 4.  CONTROLS AND
PROCEDURES



Evaluation of Disclosure Controls
and Procedures.  We have
carried out an evaluation under the supervision and with the participation of
our management, including our
Principal Executive Officer and our Principal Financial Officer, of the
effectiveness of the design and
operation of our disclosure controls and procedures.  There are inherent
limitations to the effectiveness
of any system of disclosure controls and procedures, including the possibility
of human error and the
circumvention or overriding of the controls and procedures.  Accordingly,
even effective disclosure
controls and procedures can only provide reasonable assurance of achieving their
control objectives.
 Based upon our evaluation, these officers have concluded that, as of
March 31, 2006, the disclosure
controls and procedures were effective to provide reasonable assurance that
information required to be
disclosed in the reports we file and submit under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported, within
the time periods specified in
the SECs rules and forms.



17



---

Changes in
Internal Control over
Financial Reporting.  During the three months ended on March 31, 2006,
there were no changes in our
internal control over financial reporting that have materially affected, or are
reasonably likely to materially
affect, our internal control over financial reporting.



18



---

PART II.  OTHER
INFORMATION





ITEM 1.  LEGAL PROCEEDINGS



We are regularly involved in
litigation, both as a defendant and as a
plaintiff.  The litigation naming us as a defendant ordinarily involves our
activities as an insurer,
investor or taxpayer.  Several current proceedings are discussed below.
 In addition, state
regulatory bodies, the Securities and Exchange Commission, or SEC, the National
Association of Securities
Dealers, Inc., or NASD, and other regulatory bodies regularly make inquiries of
us and, from time to time,
conduct examinations or investigations concerning our compliance with, among
other things, insurance laws and
securities laws.



For example, during 2003 and 2004, the
SEC conducted examinations of
certain Company variable products and certain affiliated investment advisors and
mutual funds.  In 2004,
the NASD also commenced examinations of two affiliated broker-dealers; the
examinations were closed in April
2005 and November 2004, respectively.  In February 2005, the NASD notified
an affiliate of the Company
that it was asserting violations of trade reporting rules by the affiliate of
the Company.  The affiliated
company responded to the NASD allegations in May 2005 but has not received any
further inquiries to date.



Federal and state regulatory
authorities from time to time make
inquiries and conduct examinations regarding compliance by the Company with
securities and other laws and
regulations affecting its registered products.  The Company endeavors to
respond to such inquiries in an
appropriate way and to take corrective action if warranted.  Recently,
there has been a significant
increase in federal and state regulatory activity relating to financial services
companies, with a number of
recent regulatory inquiries focusing on late-trading, market timing and
valuation issues.  Our products
entitle us to impose restrictions on transfers between separate account
sub-accounts associated with our
variable products.



In 2004 and 2005, the Boston District
Office of the SEC conducted a
compliance examination of certain of the Companys affiliates that are
registered under the Investment
Company Act of 1940 or the Investment Advisers Act of 1940. Following the
examination, the staff of the
Boston District Office issued a deficiency letter primarily focused on perceived
weaknesses in procedures for
monitoring trading to prevent market timing activity. The staff requested the
Company to conduct an analysis as
to whether shareholders, policyholders and contract holders who invested in the
funds that may have been
affected by undetected market timing activity had suffered harm and to advise
the staff whether the Company
believes reimbursement is necessary or appropriate under the circumstances.
 A third party was retained to
assist the Company in preparing the analysis.  Based on the analysis, the
Company advised the SEC that it
does not believe that reimbursement is
 appropriate.



Over the past two years, a number of
companies have announced
settlements of enforcement actions with various regulatory agencies, primarily
the SEC and the New York
Attorney Generals Office.  While no such action has been initiated
against us, it is possible that
one or more regulatory agencies may pursue this type of action against us in the
future.



Financial services companies have also
been the subject of broad
industry inquiries by state regulators and attorneys general which do not appear
to be company-specific.
 In this regard, in 2004, we received a subpoena from the Connecticut
Attorney Generals office
requesting information regarding certain distribution practices since 1998.
 Over 40 companies received
such a subpoena.  We are cooperating fully and have had no further inquiry
since filing our response.



These types of regulatory actions may
be difficult to assess or
quantify, may seek recovery of indeterminate amounts, including punitive and
treble damages, and the nature and
magnitude of their outcomes may remain unknown for substantial periods of time.
 While it is not feasible
to predict or determine the ultimate outcome of all pending investigations and
legal proceedings or to provide
reasonable ranges of potential losses, we believe that their outcomes are not
likely, either individually or in
the aggregate, to have a material adverse effect on our financial condition, or
consideration of available
insurance and reinsurance and the provision made in our financial statements.
 However, given the large or
indeterminate amounts sought in certain of these matters and litigations
inherent unpredictability, it is
possible that an adverse outcome in certain matters could, from time to time,
have a material adverse effect on
our results of operation or cash flows.





19



---





ITEM 1A.  RISK FACTORS



During the three months ended March 31,
2006, there were no material changes to our Risk Factors as described in our
2005 Annual Report on Form 10-K.





ITEM 2.  UNREGISTERED SALES OF
EQUITY SECURITIES AND USE OF PROCEEDS



We have omitted this information from
this report as we meet the conditions set forth in General Instruction H(1)(a)
and (b) of Form 10-Q and are therefore filing this Form with the reduced
disclosure format permitted by that General Instruction.





ITEM 3.  DEFAULTS UPON SENIOR
SECURITIES



We have omitted this information from
this report as we meet the conditions set forth in General Instruction H(1)(a)
and (b) of Form 10-Q and are therefore filing this Form with the reduced
disclosure format permitted by that General Instruction.





ITEM 4.  SUBMISSION OF MATTERS
TO A VOTE OF SECURITY HOLDERS



We have omitted this information from
this report as we meet the conditions set forth in General Instruction H(1)(a)
and (b) of Form 10-Q and are therefore filing this Form with the reduced
disclosure format permitted by that General Instruction.





ITEM 5.  OTHER INFORMATION



(a)

None.



(b)

No material changes.





ITEM 6.  EXHIBITS



|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                         
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                         
|3.1     |  | Form of Amended and Restated
Certificate of Incorporation (as amended and restated effective May 31, 1994)
(incorporated herein by reference to Exhibit 3.1 to the PHL Variable Insurance
Companys Annual Report on Form 10-K filed March 31, 2006)                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                         
|3.2     |  | Bylaws of PHL Variable Life Insurance
Company (as amended and restated effective May 16, 2002) (incorporated herein by
reference to Exhibit 3.2 to the PHL Variable Insurance Companys Annual
Report on Form 10-K filed March 31, 2006)                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                         
|10.1    |  | Services Agreement effective as of
January 1, 1995 by and among PHL Variable Insurance Company, Phoenix Life
Insurance Company, American Life and Reassurance Company, Phoenix American Life
Insurance Company and Phoenix Home Life Mutual Insurance Company (incorporated
herein by reference to Exhibit 10.1 to the PHL Variable Insurance Companys
Annual Report on Form 10-K filed March 31, 2006)
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                         
|10.2    |  | Investment Management Agreement
effective as of January 1, 1995 by and between PHL Variable Insurance Company
and Phoenix Investment Counsel, Inc. (incorporated herein by reference to
Exhibit 10.2 to the PHL Variable Insurance Companys Annual Report on Form
10-K filed March 31, 2006)                                                                                                           



20



---



|     |  |                                                                                                                                                                                                                                                                                                                                                 
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.3 |  | Amendment #1 (effective as of January
1, 1998) to the Investment Management Agreement dated as of January 1, 1995 by
and between PHL Variable Insurance Company and Phoenix Investment Counsel, Inc.
(incorporated herein by reference to Exhibit 10.3 to the PHL Variable Insurance
Companys Annual Report on Form 10-K filed March 31, 2006) 
|     |  |                                                                                                                                                                                                                                                                                                                                                 
|10.4 |  | Amended and Restated Tax Allocation
Agreement dated as of January 1, 2001 by and among The Phoenix Companies, Inc.
and most of its subsidiaries (incorporated herein by reference to Exhibit 10.4
to the PHL Variable Insurance Companys Annual Report on Form 10-K filed
March 31, 2006)                                                      
|     |  |                                                                                                                                                                                                                                                                                                                                                 
|10.5 |  | Amendment #1 (effective as of January
1, 2006) to the Amended and Restated Tax Allocation Agreement dated as of
January 1, 2001 by and among The Phoenix Companies, Inc. and most of its
subsidiaries (incorporated herein by reference to Exhibit 10.5 to the PHL
Variable Insurance Companys Annual Report on Form 10-K filed March 31,
2006)
|     |  |                                                                                                                                                                                                                                                                                                                                                 
|31.1 |  | Certification of Philip K. Polkinghorn,
Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002*                                                                                                                                                                                                                     
|     |  |                                                                                                                                                                                                                                                                                                                                                 
|31.2 |  | Certification of Michael E. Haylon,
Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002*                                                                                                                                                                                                                         
|     |  |                                                                                                                                                                                                                                                                                                                                                 
|32   |  | Certification by Philip K. Polkinghorn,
Chief Executive Officer and Michael E. Haylon, Chief Financial Officer, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002*                                                                                                                                                                      
|     |  |                                                                                                                                                                                                                                                                                                                                                 



|* |  | Filed herewith
|- |  | --------------
|  |  |               



We will furnish any exhibit upon the
payment of a reasonable fee, which fee shall be limited to our reasonable
expenses in furnishing such exhibit.  Requests for copies should be
directed to: Corporate Secretary, The Phoenix Companies, Inc., One American Row,
P.O. Box 5056, Hartford, Connecticut 06102-5056





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---



Signature



Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.



PHL
VARIABLE INSURANCE COMPANY



Date:

May 15, 2006

By:

/s/ Michael E. Haylon





Michael E. Haylon,
Executive Vice President

and
Chief Financial Officer





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