October 30, 2024

Thomas Corbett
Chief Financial Officer
Brookfield Reinsurance Ltd.
Ideation House, First Floor
94 Pitts Bay Road
Pembroke, HM08 Bermuda

       Re: Brookfield Reinsurance Ltd.
           Form 20-F for Fiscal Year Ended December 31, 2023
           Response dated September 30, 2024
           File No. 001-40509
Dear Thomas Corbett:

        We have reviewed your September 30, 2024 response to our comment letter
and have
the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our
September 9, 2024 letter.

Response dated September 30, 2024
Non-GAAP Measures - Distributable Operating Earnings, page 101

1.     In your proposed disclosure to prior comment 10, you state that certain
mark-to-
       market effects on insurance contracts and other net assets are included
in    Net
       investment income.    We note your description of this line item on page
83 does not
       appear to include any mark-to-market effects. Please tell us what
mark-to-market
       effects are presented in this line item.
2.     Please refer to prior comment 11. Based on your response and disclosure
starting on
       page 101, it appears that you appropriately reflect the deferred tax
impact related to
       certain of your non-GAAP adjustments. It also appears that you back out
a remaining
       amount of GAAP deferred tax expense unrelated to your non-GAAP
adjustments
       because you believe the deferred tax impact primarily relates to items
outside of your
 October 30, 2024
Page 2

      performance measure and/or core operations. Please quantify for us this
net amount
      backed out in your calculation of DOE for 2023 and 2024 and clarify why
this amount
      does not relate to your performance measure and/or core operations.
3.    In your response to prior comment 11, you state that you do not believe
deferred taxes
      reflect the present value of the actual cash tax obligations you will be
required to pay.
      Please explain to us your basis for this assertion.
Class A Exchangeable Shares and Class A-1 Exchangeable Shares, page 130

4.    We note your response to prior comment 13. Please include the information
included
      in your response in your proposed disclosure in future filings about the
lack of impact
      on your financial statements upon an exchange of exchangeable shares into
      Brookfield Class A shares since the shares will remain outstanding and
held by
      Brookfield or tell us why you do not believe the information is
warranted.
Note 22. Income Taxes, page F-79

5.    We note your response to prior comment 24. Please tell us and revise
future filings to
      disclose the total assets in each jurisdiction used to determine your
weighted-average
      statutory income tax rate.
6.    Please refer to prior comment 24. Please tell us and revise future
filings to discuss the
      tax structures and strategies that has resulted in a relatively large
portion of your
      taxable income being allocated to Bermuda in comparison to the modest
amount of
      revenue generated in Bermuda.
       Please contact Michael Volley at 202-551-3437 or Amit Pande at
202-551-3423 if
you have questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Finance