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United States securities and exchange commission logo





                           April 23, 2021

       Sachin Shah
       Chief Executive Officer
       Brookfield Asset Management Reinsurance Partners Ltd.
       c/o Brookfield Bermuda Ltd.
       73 Front Street, 5th Floor
       Hamilton, HM 12, Bermuda

                                                        Re: Brookfield Asset
Management Reinsurance Partners Ltd.
                                                            Registration
Statement on Form F-1
                                                            Filed April 1, 2021
                                                            File No. 333-254942

       Dear Mr. Shah:

              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.

       Registration Statement on Form F-1

       Unaudited Pro Forma Financial Statements, page 85

   1.                                                   You disclose that
Brookfield Annuity Holdings ("BAH") is your predecessor company.
                                                        Please explain to us
your reasoning for eliminating BAH accumulated surplus and
                                                        accumulated other
comprehensive income (loss) as part of the pro forma adjustment for
                                                        the issuance of Class C
shares to Brookfield Asset Management. Refer to specific
                                                        accounting guidance in
your response.
               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.
 Sachin Shah
Brookfield Asset Management Reinsurance Partners Ltd.
April 23, 2021
Page 2

       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 Rolf Sundwall at 202-551-3105 or Bonnie Baynes at
202-551-4924 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Livingston at 202-551-3448 or John Dana Brown at 202-551-3859
with any other
questions.



FirstName LastNameSachin Shah                      Sincerely,
Comapany NameBrookfield Asset Management Reinsurance Partners Ltd.
                                                   Division of Corporation
Finance
April 23, 2021 Page 2                              Office of Finance
FirstName LastName
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