COMPANION LIFE SEPARATE ACCOUNT B
RW, 1998-04-27
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                                                              KENNETH W. REITZ
                                                           ASSISTANT SECRETARY
                                              COMPANION LIFE INSURANCE COMPANY
                                                         MUTUAL OF OMAHA PLAZA
                                                      LAW DIVISION - 3RD FLOOR
                                                          OMAHA, NE 68175-1008
                                                          PHONE:  402-351-5087
                                                   FAX:  402-351-5906 OR -2000
                                           E-MAIL: [email protected]

VIA EDGARLINK
                                                        April 27, 1998

Securities and Exchange Commission
Attn: Michael Koeffler
450 Fifth Street, N.W., Mail Stop 10-6
Washington, D.C.   20549

        Re:    Unit Investment Trust:  Companion Life Separate Account B
               Depositor:              Companion Life Insurance Company
               Registration:           Form S-6
                                       333-20443
                                       811-09027

Dear Mr. Koeffler:

Enclosed is an EDGARLINK  copy of our March 2nd letter asking the  Commission to
withdraw the  above-referenced  registration.  Our  apologies  for not initially
submitting this request by EDGARLINK.

Thank you for your assistance.

Sincerely,

/s/ Kenneth W. Reitz
Kenneth W. Reitz


<PAGE>


                                                                KENNETH W. REITZ
                                                             ASSISTANT SECRETARY
                                                COMPANION LIFE INSURANCE COMPANY
                                                           MUTUAL OF OMAHA PLAZA
                                                        LAW DIVISION - 3RD FLOOR
                                                            OMAHA, NE 68175-1008
                                                            PHONE:  402-351-5087
                                                     FAX:  402-351-5906 OR -2000
                                             E-MAIL: [email protected]


                                                               March 2, 1998

Securities and Exchange Commission
Attn Michael Koeffler
450 Fifth Street, N.W., Mail Stop 10-6
Washington, D.C.   20549

        Re:    Unit Investment Trust:  Companion Life Separate Account B
               Depositor:              Companion Life Insurance Company
               Registration:           Form S-6
                                       333-20443
                                       811-09027


Dear Mr. Koeffler:

Some time back you had called  asking if Companion  Life planned to move forward
with this  registration,  which has been a dormant  filing  for some  months.  I
responded that we planned to, but our State insurance  filing was held up in New
York while that state was  debating  how to  address  certain  issues  regarding
modified single premium variable life policies. Those issues remain unresolved.

We hereby withdraw our Form S-6 registration,  #333-20443, for a Modified Single
Premium  Variable  Universal Life product for Companion Life Insurance  Company.
Our intent is to make such a registration  again, but not until we have resolved
State insurance issues.

Thank you for your assistance.  Please contact me if you have any questions.

Sincerely,



/s/ Kenneth W. Reitz
Kenneth W. Reitz




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