October 2, 2018

Joseph D. Austin
Chief Executive Officer
Federal Life Group, Inc.
3750 West Deerfield Road
Riverwoods, IL 60015

       Re: Federal Life Group, Inc.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted September 18, 2018
           CIK No. 0001743886

Dear Mr. Austin:

      We have reviewed your amended draft registration statement and have the
following
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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Amendment No. 1 to Draft Registration Statement on Form S-1

Cover Page

1.     We note your response to our prior comment 2. Because ICG is purchasing
shares in the
       community offering, and such shares will be counted toward the offering
minimum, it is
       unclear how these shares would be offered outside the offering in a
private placement.
       Please confirm that ICG will be purchasing shares as part of the
offering. In addition, we
       note that you intend for the shares issued to ICG pursuant to the
exchangeable promissory
       note to count toward the offering minimum. Given that these shares are
issued outside of
       the offering, please explain how they will count toward the offering
minimum.
 Joseph D. Austin
FirstName LastNameJoseph D. Austin
Federal Life Group, Inc.
Comapany 2018
October 2, NameFederal Life Group, Inc.
October 2, 2018 Page 2
Page 2
FirstName LastName
2.       We note your response to prior comment 3 and your revised disclosure
on page 8 that you
         anticipate that ICG will own approximately 80% of your outstanding
shares after
         completion of the offering. Please supplementally tell us whether
there is an agreement,
         or whether the offering is structured in such a way, that ICG will own
a majority of the
         outstanding shares. If not, please disclose a range of the possible
ownership percentage
         for ICG following completion of the offering. Please also disclose the
current amount
         outstanding under the exchangeable note and the number of shares that
you anticipate
         issuing to ICG based on this amount.
3.       We note your response to our prior comment 4, but we are unable to
locate the amended
         standby stock purchase agreement. Please file this agreement with your
next amendment.
Risk Factors
The standby purchaser may obtain control over us, page 27

4.       We note your response to our prior comment 10. Please revise this risk
factor to include
         a materially complete discussion of the control position held by ICG
following completion
         of the offering and the conversion, including the expected percentage
of stock ownership,
         ICG's board designees, its agreement to vote for all board designees
of the company and
         for any proposal presented at any meeting of the company, the
entitlement to preemptive
         rights, and the conflicts of interest between ICG and purchasers in
the offering.
Unaudited Pro Forma Financial Information, page 36

5.       Please revise your disclosure to present the pro forma balance sheet
as of the end of the
         most recent period presented in your filing as stipulated in Rule
11-02(c)(1) of Regulation
         S-X.
Management, page 109

6.       Please disclose when Mr. Popoli left Reservoir Capital Group and the
period of time
         during which Mr. Huff was the co-CEO of Reservoir Capital Group. Refer
to Item 401(e)
         of Regulation S-K.
Notes to the Financial Statements
6. Fair Value of Financial Instruments, page F-19

7.       We acknowledge your response to our prior comment 20 and the
disclosure on page F-
         21 relating to inputs for Level 2 measurements. Please revise your
disclosure to
         specifically state the valuation techniques used for each your Level 2
fair value
         measurements (e.g. states, political subdivisions, and corporate
securities, residential
         mortgage-backed securities, and commercial mortgage-backed securities)
pursuant to
         ASC 820-10-50-2bbb.
       You may contact Mary Mast at 202-551-3613 or Mark Brunhofer at
202-551-3638 if you
have any questions regarding comments on the financial statements and related
matters. Please
 Joseph D. Austin
Federal Life Group, Inc.
October 2, 2018
Page 3

contact Ada D. Sarmento at 202-551-3798 or Erin Jaskot at 202-551-3442 with any
other
questions.



                                                         Sincerely,
FirstName LastNameJoseph D. Austin
                                                         Division of
Corporation Finance
Comapany NameFederal Life Group, Inc.
                                                         Office of Healthcare &
Insurance
October 2, 2018 Page 3
cc:       Wesley R. Kelso, Esq.
FirstName LastName