UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K/A

Amendment No. 2

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



For the fiscal year ended December 31, 2008



OR



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|- | ----------------------------------------------------------------------------------------
| ̈ | 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 333-20277



PHL VARIABLE INSURANCE COMPANY

(Exact name of registrant as specified in its charter)



|                                |                                                      |            |  | 
|------------------------------- | ---------------------------------------------------- | ---------- |  | 
|Connecticut                     | 06-1045829                                          
|(State or other jurisdiction of | (I.R.S. Employer Identification No.)                
|incorporation or organization)  |                                                     
|                                | One American Row, Hartford, Connecticut              | 06102-5056
|                                | (Address of principal executive offices)             | (Zip Code)
|                                |                                                      |           
|                                | (860) 403-5000                                      
|                                | (Registrants telephone number, including area code)



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

| |     |   |  |    |   | 
| | --- | - |  | -- | - | 
| | YES |  ̈ |  | NO | þ | 



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

| |     |   |  |    |   | 
| | --- | - |  | -- | - | 
| | YES |  ̈ |  | NO | þ | 



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 twelve 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 | þ |  | NO |  ̈ | 



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   þ



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

Large accelerated filer o

Accelerated filer o

Non-accelerated filer þ

Smaller reporting company o

(Do not check if smaller reporting company)



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the 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. As of March 15, 2009, there were 500 shares of the registrants common stock outstanding.



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









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Explanatory Note



This Amendment No. 2 on Form 10-K/A (Amendment No. 2) amends the Annual Report on Form 10-K of PHL Variable Insurance Company (the Company) for the fiscal year ended December 31, 2008, filed with the Securities and Exchange Commission (SEC) on March 30, 2009 (the Original 10-K). This Amendment No. 2 is being filed for the sole purpose of correcting the certifications required by Rules 13a-15(e) and 15d-15(e) of the Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the 302 Certifications), certain provisions of which were inadvertently omitted when the Original 10-K was filed. The amended 302 Certifications are being filed in their entirety as Exhibits 31.1 and 31.2 to this Amendment No. 2.



Except as described above, this Amendment No. 2 does not amend any other information set forth in the Original 10-K and the Company has not updated disclosures included therein to reflect any events that occurred subsequent to March 30, 2009. Accordingly, this Amendment No. 2 should be read in conjunction with the Original 10-K and the Companys filings made with the SEC subsequent to the filing of the Original 10-K. The filing of this Amendment No. 2 shall not be deemed an admission that the Original 10-K, when made, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.





PART II.  OTHER INFORMATION



ITEM 6.  EXHIBITS



|        |  |                                                                                                                        | 
|------- |  | ---------------------------------------------------------------------------------------------------------------------- | 
|Exhibit |  |                                                                                                                       
|        |  |                                                                                                                       
|31.1    |  | Certification of Philip K. Polkinghorn, President, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*         
|        |  |                                                                                                                       
|31.2    |  | Certification of Peter A. Hofmann, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|        |  |                                                                                                                        | 



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





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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: | November 13, 2009              | By:                      | /s/ Michael E. Hanrahan
|      |                                | Vice President and      
|      |                                | Chief Accounting Officer





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