February 21, 2020

J. Mark Flippin
Secretary
American National Group, Inc.
One Moody Plaza
Galveston, Texas 77550-7999

       Re: American National Group, Inc.
           Registration Statement on Form S-4
           Filed February 12, 2020
           File No. 333-236385

Dear Mr. Flippin:

       We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Form S-4 filed February 12, 2020

Risk Factors
Newcos Bylaws designate the Court of Chancery of the State of Delaware as the
exclusive
forum...., page 13

1.     We note that Newco's forum selection provision identifies the Court of
Chancery of the
       State of Delaware as the exclusive forum for certain litigation,
including any "derivative
       action." Please revise your disclosure here, under Description of
Newco's Common Stock,
       under Comparative Rights of Holders of Company Capital Stock and Newco
Capital
       Stock, and elsewhere, as appropriate, to disclose whether this provision
applies to actions
       arising under the Securities Act or Exchange Act. In that regard, we
note that Section 27
       of the Exchange Act creates exclusive federal jurisdiction over all
suits brought to enforce
       any duty or liability created by the Exchange Act or the rules and
regulations thereunder,
 J. Mark Flippin
American National Group, Inc.
February 21, 2020
Page 2
         and Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
         courts over all suits brought to enforce any duty or liability created
by the Securities Act
         or the rules and regulations thereunder. If the exclusive forum
provision applies to
         Securities Act claims, please also revise your proxy
statement/prospectus to state that
         there is uncertainty as to whether a court would enforce such
provision and that investors
         cannot waive compliance with the federal securities laws and the rules
and regulations
         thereunder. If this provision does not apply to actions arising under
the Securities Act or
         Exchange Act, please also ensure that the exclusive forum provision in
the governing
         documents states this clearly, or tell us how you will inform
investors in future filings that
         the provision does not apply to any actions arising under the
Securities Act or Exchange
         Act.
2.       Please expand this risk factor to include the associated risks that
these provisions can
         discourage claims and increase the costs to bring a claim.
Proposal 2. Reorganization
Comparative Rights of Holders of Company Capital Stock and Newco Capital Stock,
page 69

3.     We note that a vote by stockholders to approve the Reorganization is
also a vote to
       approve the Delaware Certificate of Incorporation and Bylaws which will
(i) contain an
       exclusive forum provision, (ii) include an advance notice requirement
for stockholder
       proposals and (iii) increase the percentage of stockholders required to
call a special
       meeting, among other changes that substantively affect stockholder
rights. Please tell us
       how you determined that a separate vote regarding these changes was not
required. Please
       refer to Rule 14a-4(a)(3) of Regulation 14A and Question 101.02 to
Exchange Act Rule
       14a-4(a)(3) Questions and Answers of General Applicability (Unbundling
under Rule
FirstName LastNameJ. Mark Flippin on our website.
       14a-4(a)(3) Generally), available
Comapany NameAmerican National Group, Inc. of rights of holders of Company
stock and
4.     In addition, please expand your comparison
       Newco stock to discuss the exclusive forum provision included in the
Newco Bylaws.
February 21, 2020 Page 2
FirstName LastName
 J. Mark Flippin
FirstNameNational Group, Inc.
American LastNameJ. Mark Flippin
Comapany NameAmerican National Group, Inc.
February 21, 2020
Page 3
February 21, 2020 Page 3
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      Please contact Jessica Livingston at 202-551-3448 or Sandra Hunter
Berkheimer at 202-
551-3758 with any other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Finance