Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866
VIA EDGAR
April 5, 2000
Securities and Exchange Commission
Division of Investment Management
Office of Insurance Products
450 Fifth Street, N.W.
Washington, DC 20549
Attention: Mr. Keith Carpenter
Branch Chief
RE: Valley Forge Life Insurance Company
Application Pursuant to Rule 477
to Withdraw Form S-1 Registration Statement
File No. 333-01083
___________________________________________
Dear Mr. Carpenter:
This request is made on behalf of Valley Forge Life Insurance Company (the
"Company"). The Company issues a variable annuity product registered with the
Securities and Exchange Commission. It is an individual and group fixed and
variable annuity contract with a guaranteed interest option. The product has two
Registration Statements - one on Form N-4 (for the variable annuity contract)
and the other on Form S-1 (for the guaranteed interest option). The Company has
redesigned the product. Effective May 1, 2000, the guaranteed interest option
will no longer be available for sale.
The Company has filed a Post-Effective Amendment to its registration statement
on Form N-4 (File No. 333-01087) pursuant to Securities Act Rule 485(a) which,
among other things, deletes the disclosure currently required by Form S-1 in its
prospectus.
The Company hereby applies to deregister the Form S-1 Registration Statement
(File No. 333-01083), effective May 1, 2000.
Please contact the undersigned with any questions or comments concerning the
above.
Sincerely,
BLAZZARD, GRODD & HASENAUER, P.C.
By: /s/ LYNN KORMAN STONE
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Lynn Korman Stone
