October 25, 2018

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

       Re: Federal Life Group, Inc.
           Registration Statement on Form S-1
           Filed October 11, 2018
           File No. 333-227790

Dear Mr. Austin:

       We have reviewed your 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 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-1 filed October 11, 2018

Market for the Common Stock, page 34

1.     Your disclosure on page 23 indicates that management and the standby
purchaser intend
       to delist your shares from trading on the NASDAQ Stock Market by seeking
to reduce the
       number of shareholders of record to less than 300 by purchasing shares
in the open market
       or directly from shareholders. Please revise the prospectus to explain
why you seek to list
       your shares on NASDAQ given that management and the standby purchaser
intend to seek
       delisting of those shares. Also, explain why management and the standby
       purchaser intend to delist your shares and clarify the earliest point in
time when they
       would seek to delist. In addition, please refer to Exchange Act Rules
13e-3 and 13e-4 and
 Joseph D. Austin
FirstName LastNameJoseph D. Austin
Federal Life Group, Inc.
Comapany NameFederal Life Group, Inc.
October 25, 2018
October 25, 2018 Page 2
Page 2
FirstName LastName
         revise the prospectus to discuss how applicable federal securities
regulations will impact
         any future efforts by the issuer or affiliates to effectuate a
delisting.
Drag Along Rights, page 92

2.       We note that pursuant to Section 14 of the Standby Stock Purchase
Agreement ICG will
         have the right to require that company shareholders transfer their
shares to a third-party
         purchaser, vote in favor of the transaction, and waive any dissenters,
appraisal or other
         similar rights. Please tell us how you intend to enforce this
provision and how the
         provision is consistent with Article V of your corporate charter and
applicable law. We
         may have additional comments after reviewing your response.
Federal Income Tax Considerations, page 105

3.       Please revise your disclosure in this section to state that it is the
opinion of counsel, to
         clearly identify and articulate the opinions being rendered and to
remove the language
         stating that this section is a summary. Please ensure that you provide
a firm opinion for
         each material tax consequence or explain why such an opinion cannot be
given. If the
         opinion is subject to uncertainty, please provide an opinion that
reflects the degree of
         uncertainty (ex: "should" or "more likely than not") and explain why
counsel cannot give
         a "will" opinion. Please also have counsel revise the tax opinion
filed as Exhibit 8.1 to
         clearly state that the disclosure under the heading "Federal Income
Tax Considerations" in
         the prospectus is the opinion of counsel. For guidance, refer to
Sections III.B.2 and III.C.4
         of Staff Legal Bulletin No. 19 (October 2011).
4.       We refer to Exhibit 99.2. Please tell us how you intend to use this
Question & Answer
         document. For instance, please tell us whether the document will be
mailed together with
         the prospectus contained in the registration statement or whether it
will be separately sent
         to policy holders.
Post Conversion Directors, page 110

5.       Please file Messrs. Popoli's and Huff's consents to be named in the
registration statement.
         Refer to Rule 438.
Legal Matters, page 124

6.       We note your disclosure on page 98 that Stevens & Lee is an affiliate
of Griffin
         Financial. Accordingly, please revise this section to disclose Stevens
& Lee's interest in
         Griffin Financial. Refer to Item 509 of Regulation S-K.
        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.
 Joseph D. Austin
Federal Life Group, Inc.
October 25, 2018
Page 3

       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.

       You may contact Mary Mast at (202) 551-3613 or Mark Brunhofer at (202)
551-3638 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Joseph McCann at (202) 551-6262 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 25, 2018 Page 3
cc:       Wesley R. Kelso, Esq.
FirstName LastName