SEC Filing | The Allstate Corporation

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As filed with the Securities and Exchange Commission on September 28, 2006

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FILE NO. 333- ______

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ALLSTATE LIFE INSURANCE COMPANY

(Exact Name of Registrant)

ILLINOIS 36-2554642

(State or Other Jurisdiction of (I.R.S. Employer

Incorporation or Organization) Identification Number)

3100 SANDERS ROAD

NORTHBROOK, ILLINOIS 60062

847/402-5000

(Address and Phone Number of Principal Executive Office)

MICHAEL J. VELOTTA

SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL

ALLSTATE LIFE INSURANCE COMPANY

3100 SANDERS ROAD, SUITE J5B

NORTHBROOK, ILLINOIS 60062

847/402-5000

(Name, Complete Address and Telephone Number of Agent for Service)

COPIES TO:

ANGELA M. BANDI, ESQUIRE

ALLSTATE LIFE INSURANCE COMPANY

3100 SANDERS ROAD, SUITE J5B

NORTHBROOK, IL 60062

Approximate date of commencement of proposed sale to the public: The annuity

contracts and interests thereunder covered by this registration statement are to

be issued promptly and from time to time after the effective date of this

registration statement.

If any of the securities being registered on this Form are to be offered on a

delayed or continuous basis pursuant to Rule 415 under the Securities Act of

1933, other than securities offered only in connection with dividend or interest

reinvestment plans, check the following box: /X/

<TABLE>

CALCULATION OF REGISTRATION FEE

-------------------------------- --------------------- -------------------------- ------------------------------------------------

Title of securities to be

Amount to be

Proposed maximum

Amount of

registered

registered(1)

offering price per unit

aggregate offering price(1)

registration fee(3)

-------------------------------- ---------------------- -------------------------- ------------------------------ -----------------

<S>

<C>

Deferred annuity

$900,000,000

(2)

$900,000,000

$ 96,300

interests and

participating

interests therein

-------------------------------- ---------------------- -------------------------- ------------------------------ -----------------

</TABLE>

(1) Estimated solely for purpose of determining the registration fee.

(2) The Contract does not provide for a predetermined amount or number of

units.

(3) Of the $850,000,000 of units of interest under deferred annuity contracts

previously registered under Registration Statement No. 333-123847,

$106,462,258 for which a filing fee was previously paid, are being

carried forward pursuant to Rule 429.

Registrant hereby amends this Registration Statement on such date or dates as

may be necessary to delay its effective date until the Registrant shall file a

further amendment which specifically states that this Registration Statement

shall thereafter become effective in accordance with Section 8(a) of the

Securities Act of 1933 or until the Registration Statement shall become

effective on such date as the Commission, acting pursuant to Section 8(a), may

determine.

EXPLANATORY NOTE

Registrant is filing this registration statement for the sole purpose of

registering additional interests under a deferred annuity contract previously

described in the prospectus contained in Registrant's Form S-3 registration

statement (File No. 333-123847). Registrant incorporates herein by reference

that prospectus, which remains unchanged.

<PAGE>

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Registrant anticipates that it will incur the following approximate expenses in

connection with the issuance and distribution of the securities to be

registered:

Registration fees............................

$108,831 ($12,531 of this amount previously registered)

Cost of printing and engraving..............

$280,000

Legal fees...................................

$15,000

Accounting fees..............................

$15,000

Mailing fees.................................

$25,000

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The By-laws of Allstate Life Insurance Company ("Registrant") provide that

Registrant will indemnify all of its directors, former directors, officers and

former officers, to the fullest extent permitted under law, who were or are a

party or are threatened to be made a party to any proceeding by reason of the

fact that such persons were or are directors or officers of Registrant, against

liabilities, expenses, judgments, fines and amounts paid in settlement actually

and reasonably incurred by them. The indemnity shall not be deemed exclusive of

any other rights to which directors or officers may be entitled by law or under

any articles of incorporation, bylaw, agreement, vote of stockholders or

disinterested directors or otherwise. In addition, the indemnity shall inure to

the benefit of the legal representatives of directors and officers or of their

estates, whether such representatives are court appointed or otherwise

designated, and to the benefit of the heirs of such directors and officers. The

indemnity shall extend to and include claims for such payments arising out of

any proceeding commenced or based on actions of such directors and officers

taken prior to the effectiveness of this indemnity; provided that payment of

such claims had not been agreed to or denied by Registrant before such date.

The directors and officers of Registrant have been provided liability insurance

for certain losses arising from claims or charges made against them while acting

in their capacities as directors or officers of Registrant.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit No.

Description

(1) Underwriting Agreement between Allstate Life Insurance Company and Allstate

Distributors, L.L.C. (Incorporated herein by reference to Pre-Effective

Amendment No. 1 to the Form N-4 Registration Statement of Allstate Life

Insurance Company Separate Account A (File No. 333-31288) dated April 27, 2000.)

(2) None

(4) Form of Single Premium Deferred Annuity Certificate and Application

(Incorporated herein by reference to Registrant's initial Form S-3 Registration

Statement (File No. 333-105208) dated May 13, 2003.)

(5)(a) Opinion and Consent of General Counsel re: Legality. (Incorporated herein

by reference to Pre-Effective Amendment No. 2 to Registrant's initial Form S-3

Registration Statement (File No. 333-105208) dated July 21, 2003.)

(5)(b) Opinion and Consent of General Counsel re: Legality. (Incorporated herein

by reference to Registrant's Form S-3 Registration Statement (File

No. 333-112233) dated January 27, 2004.)

(5)(c) Opinion and Consent of General Counsel re: Legality. (Incorporated herein

by reference to Registrant's Form S-3 Registration Statement File

No. 333-119296) dated September 27, 2004.)

(5)(d) Opinion and Consent of General Counsel re: Legality. (Incorporated herein

by reference to Registrant's Form S-3 Registration Statement (File No. 333-123847)

dated April 5, 2005.)

(5)(e) Opinion and Consent of General Counsel re: Legality filed herewith.

(8) None

(11) None

(12) None

(15) Letter regarding unaudited interim financial information from Registered Public

Accounting Firm filed herewith.

(23) Consent of Independent Registered Public Accounting Firm filed herewith.

(24) Powers of Attorney for David A. Bird, Danny L. Hale, Edward M. Liddy, John

C. Lounds, Samuel H. Pilch, John C. Pintozzi, Eric A. Simonson, Kevin R. Slawin,

Casey J. Sylla, Michael J. Velotta, Douglas B. Welch, and Thomas J. Wilson, II

filed herewith.

(25) None

(26) None

(27) Not applicable

(99) Experts filed herewith.

ITEM 17.

UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, a

post-effective amendment to this registration statement:

(i)	To include any prospectus required by section 10(a)(3) of the Securities

Act of 1933;

(ii)	To reflect in the prospectus any facts or events arising after the

effective date of the registration statement (or the most recent post-effective

amendment thereof) which, individually or in the aggregate, represent a

fundamental change in the information set forth in the registration statement.

Notwithstanding the foregoing, any increase or decrease in volume of securities

offered (if the total dollar value of securities offered would not exceed that

which was registered) and any deviation from the low or high end of the

estimated maximum offering range may be reflected in the form of prospectus

filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the

changes in volume and price represent no more than a 20% change in the maximum

aggregate offering price set forth in the "Calculation of Registration Fee"

table in the effective registration statement;

(iii) To include any material information with respect to the plan of

distribution not previously disclosed in the registration statement or any

material change to such information in the registration statement.

Provided, however, that the undertakings set forth in paragraphs (i), (ii) and

(iii) above do not apply if the information required to be included in a

post-effective amendment by those paragraphs is contained in reports filed with

or furnished to the Commission by the Registrant pursuant to section 13 or

section 15(d) of the Securities Exchange Act of 1934 that are incorporated by

reference in this registration statement, or is contained in a form of

prospectus filed pursuant to Rule 424(b) that is part of this registration

statement.

(2)	That, for the purpose of determining any liability under the Securities

Act of 1933, each such post-effective amendment shall be deemed to be a new

registration statement relating to the securities offered therein, and the

offering of such securities at that time shall be deemed to be the initial bona

fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of

the securities being registered which remain unsold at the termination of the

offering.

(4)	That, for the purpose of determining liability under the Securities Act

of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part

of a registration statement relating to an offering, other than registration

statements relying on Rule 430B or other than prospectuses filed in reliance on

Rule 430A, shall be deemed to be part of and included in the registration

statement as of the date it is first used after effectiveness. Provided,

however, that no statement made in a registration statement or prospectus that

is part of the registration statement or made in a document incorporated or

deemed incorporated by reference into the registration statement or prospectus

that is part of the registration statement will, as to a purchaser with a time

of contract of sale prior to such first use, supersede or modify any statement

that was made in the registration statement or prospectus that was part of the

registration statement or made in any such document immediately prior to such

date of first use.

(5)

That, for the purpose of determining liability of the Registrant under

the Securities Act of 1933 to any purchaser in the initial distribution of the

securities:

The undersigned Registrant undertakes that in a primary offering of

securities of the undersigned Registrant pursuant to this registration

statement, regardless of the underwriting method used to sell the securities to

the purchaser, if the securities are offered or sold to such purchaser by means

of any of the following communications, the undersigned Registrant will be a

seller to the purchaser and will be considered to offer or sell such securities

to such purchaser:

(i)	Any preliminary prospectus or prospectus of the undersigned Registrant

relating to the offering required to be filed pursuant to Rule 424;

(ii)	Any free writing prospectus relating to the offering prepared by or on

behalf of the undersigned Registrant or used or referred to by the undersigned

Registrant;

(iii) The portion of any other free writing prospectus relating to the

offering containing material information about the undersigned Registrant or

its securities provided by or on behalf of the undersigned Registrant; and

(iv) Any other communication that is an offer in the offering made by the

undersigned Registrant to the purchaser.

(b) The undersigned Registrant hereby undertakes that, for purposes of

determining any liability under the Securities Act of 1933, each filing of the

Registrant's annual report pursuant to section 13(a) or section 15(d) of the

Securities Exchange Act of 1934 that is incorporated by reference in the

registration statement shall be deemed to be a new registration statement

relating to the securities offered therein, and the offering of such securities

at that time shall be deemed to be the initial bona fide offering thereof.

of 1933 ("Act") may be permitted to directors, officers and controlling persons

of the Registrant pursuant to the foregoing provisions, or otherwise, the

Registrant has been advised that in the opinion of the Securities and Exchange

Commission such indemnification is against public policy as expressed in the Act

and is, therefore, unenforceable. In the event that a claim for indemnification

against such liabilities (other than the payment by the Registrant of expenses

incurred or paid by a director, officers or controlling person of the Registrant

in the successful defense of any action, suit or proceeding) is asserted by such

director, officer or controlling person in connection with the securities being

registered, the Registrant will, unless in the opinion of its counsel the matter

has been settled by controlling precedent, submit to a court of appropriate

jurisdiction the question whether such indemnification by it is against public

policy as expressed in the Act and will be governed by the final adjudication of

such issue.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Registrant certifies

that it has reasonable grounds to believe that it meets all of the requirements

for filing on Form S-3 and has duly caused this registration statement to be

signed on its behalf by the undersigned, thereunto duly authorized in the

Township of Northfield, State of Illinois on the 6th day of September, 2006.

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

By: /s/MICHAEL J. VELOTTA

---------------------------------------

Michael J. Velotta

Senior Vice President, Secretary

and General Counsel

Pursuant to the requirements of the Securities Act of 1933, this registration

statement has been signed by the following persons in the capacities indicated

and on the 6th day of September, 2006.

*/CASEY J. SYLLA

Chairman of the Board, President and

-------------------

Director (Principal Executive Officer)

Casey J. Sylla

/s/MICHAEL J. VELOTTA

Senior Vice President, Secretary,

---------------------

General Counsel and Director

Michael J. Velotta

*/DAVID A. BIRD

Senior Vice President and Director

------------------

David A. Bird

*/DANNY L. HALE

Director

-------------------

Danny L. Hale

*/EDWARD M. LIDDY

Director

-----------------

Edward M. Liddy

*/JOHN C. LOUNDS

Senior Vice President and Director

-----------------

John C. Lounds

*/SAMUEL H. PILCH

Group Vice President and Controller

-----------------

(Principal Accounting Officer)

Samuel H. Pilch

*/JOHN C. PINTOZZI

Senior Vice President, Chief Financial

------------------

Officer and Director

John C. Pintozzi

(Principal Financial Officer)

*/ERIC A. SIMONSON

Senior Vice President, Chief Investment

------------------

Officer and Director

Eric A. Simonson

*/KEVIN R. SLAWIN

Senior Vice President and Director

------------------

Kevin R. Slawin

*/DOUGLAS B. WELCH

Senior Vice President and Director

------------------

Douglas B. Welch

*/THOMAS J. WILSON, II

Director

------------------

Thomas J. Wilson, II

*/ By Michael J. Velotta, pursuant to Powers of Attorney filed herewith.

<PAGE>

EXHIBIT LIST

The following exhibits are filed herewith:

Exhibit No.

Description

5(e)	Opinion and Consent of General Counsel

15	Letter re unaudited interim financial information from

Registered Public Accounting Firm

23	Consent of Independent Registered Public Accounting Firm

24	Powers of Attorney

Experts

Exhibit 5(e)

September 6, 2006

TO:	ALLSTATE LIFE INSURANCE COMPANY

NORTHBROOK, IL 60062

FROM:

MICHAEL J. VELOTTA

SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL

RE:	FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FILE NO. 333- ______

ALLSTATE® CHOICERATE ANNUITY

With reference to the Registration Statement on Form S-3 filed by Allstate Life

Insurance Company (the "Company"), as Registrant, with the Securities and

Exchange Commission covering the Allstate® ChoiceRate Annuity Contract

described therein, I have examined such documents and such law as I have

considered necessary and appropriate, and on the basis of such examination, it

is my opinion that as of September 6, 2006:

The Company is duly organized and existing under the laws of the State of Illinois and has been duly authorized to do business and to issue the Contracts by the Director of Insurance of the State of Illinois.

The securities registered by the above Registration Statement when issued will be valid, legal and binding obligations of the Company.

I hereby consent to the filing of this opinion as an exhibit to the above

referenced Registration Statement and to the use of my name under the caption

"Legal Matters" in the prospectus constituting a part of the Registration

Statement.

Sincerely,

/S/ MICHAEL J. VELOTTA

------------------------------

Michael J. Velotta

Senior Vice President, Secretary and General Counsel

Exhibit 15

September 28, 2006

Board of Directors

Allstate Life Insurance Company

Northbrook, Illinois

We have made a review, in accordance with standards of the Public Company Accounting Oversight Board (United States), of the unaudited interim consolidated financial information of Allstate Life Insurance Company and subsidiaries for the periods ended March 31, 2006 and 2005, and June 30, 2006 and 2005, and have issued our reports dated May 8, 2006, and August 4, 2006, respectively; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our reports referred to above, which were included in your Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006, and June 30, 2006, are being incorporated by reference in this Registration Statement.

We also are aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ Deloitte & Touche LLP

Chicago, Illinois

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 10, 2006, (which report expresses an unqualified opinion and includes an explanatory paragraph relating to a change in method of accounting for certain nontraditional long-duration contracts and for separate accounts in 2004 and changes in the methods of accounting for embedded derivatives in modified coinsurance agreements and variable interest entities in 2003) relating to the financial statements and financial statement schedules of Allstate Life Insurance Company appearing in the Annual Report on Form 10-K of Allstate Life Insurance Company for the year ended December 31, 2005, to its use in the Prospectus (included as part of Registration Statement No. 333-123847), which is incorporated by reference in this Registration Statement, and to the reference to us under the heading “Experts” in Exhibit 99 of Part II of this Registration Statement.

/s/ Deloitte & Touche LLP

Chicago, Illinois

September 28, 2006

Exhibit 24

POWER OF ATTORNEY

WITH RESPECT TO

ALLSTATE LIFE INSURANCE COMPANY

(DEPOSITOR)

The undersigned director of Allstate Life Insurance Company constitutes and

appoints Casey J. Sylla and Michael J. Velotta, and each of them (with full

power to each of them to act alone) as his true and lawful attorney-in-fact and

agent, in any and all capacities, to sign this initial Form S-3 registration statement

of Allstate Life Insurance Company, and any amendments thereto, and to file the

same, with exhibits and other documents in connection therewith, with the Securities

and Exchange Commission or any other regulatory authority as may be necessary or

desirable. I hereby ratify and confirm each and every act that said attorney-in-fact

and agent may lawfully do or cause to be done by virtue hereof. My subsequent

disability or incapacity shall not affect this Power of Attorney.

September 6, 2006

/s/ DAVID A. BIRD

----------------------

David A. Bird

Director and Senior Vice President