SEC Filing | The Allstate Corporation

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As filed with the Securities and Exchange Commission on May 1, 2008
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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 being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /

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/

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If this Form is a registration statement pursuant to General Instruction I.D. or
a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box: /X/

If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. / /

Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer / / Accelerated filer / /

Non-accelerated filer /X/ (Do not check if a smaller reporting company)

Smaller reporting company / /

CALCULATION OF REGISTRATION FEE

- -------------------------- ------------------------ ------------------------- ----------------------------- ------------------
Title of securities to Amount to be Proposed maximum Proposed maximum aggregate Amount of
be registered registered(1) offering price per unit offering price(1) registration fee
- -------------------------- ------------------------ ------------------------- ----------------------------- ------------------
- -------------------------- ------------------------ ------------------------- ----------------------------- ------------------

Deferred annuity N/A (1) N/A (2)
interests and
participating interests
therein
- -------------------------- ------------------------ ------------------------- ----------------------------- ------------------

(1) The maximum aggregate offering price is estimated solely for the purpose of
determining the registration fee. The amount being registered and the
proposed maximum offering price per unit are not applicable in that the
Contract does not provide for a predetermined amount or number of units.

(2) Pursuant to Rule 457(p) under the Securities Act of 1933, unsold units of
interest under deferred annuity contracts previously registered on Form S-3
Registration Statement (File No. 333-105331, filed on May 16, 2003) are
being carried forward to this Registration Statement. As of April 30, 2008,
the amount of unsold units of interest was $182,575,383. A registration fee
in the amount of $32,400 was previously paid in connection with File No.
333-105331. With regard to any registration fee to be paid in the future,
Registrant anticipates deferring payment of such fee in accordance with
Rules 456(b) and 457(r).

ALLSTATE(R) MARKETSMART ANNUITY

ALLSTATE LIFE INSURANCE COMPANY
STREET ADDRESS: 2940 S. 84TH STREET, LINCOLN, NE 68506-4142
MAILING ADDRESS: P.O. BOX 80469, LINCOLN, NE 68501-0469
TELEPHONE NUMBER: 1-800-203-0068
FAX NUMBER: 1-866-628-1006
PROSPECTUS DATED MAY 1, 2008

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Allstate Life Insurance Company ("ALLSTATE LIFE") is offering the Allstate(R)
MarketSmart Annuity, a group and individual single premium deferred annuity
contract ("CONTRACT"). This prospectus contains information about the Contract
that you should know before investing. Please keep it for future reference.

The Contracts are available through Allstate Distributors, L.L.C., the principal
underwriter for the Contracts.

THE SECURITIES AND EXCHANGE COMMISSION ("SEC") HAS NOT
APPROVED OR DISAPPROVED THE SECURITIES DESCRIBED IN THIS
PROSPECTUS, NOR HAS IT PASSED ON THE ACCURACY OR THE
ADEQUACY OF THIS PROSPECTUS. ANYONE WHO TELLS YOU OTHERWISE
IS COMMITTING A FEDERAL CRIME.

THE CONTRACTS MAY BE DISTRIBUTED THROUGH BROKER-DEALERS
THAT HAVE RELATIONSHIPS WITH BANKS OR OTHER FINANCIAL
INSTITUTIONS OR BY EMPLOYEES OF SUCH BANKS. HOWEVER, THE
CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
IMPORTANT BY SUCH INSTITUTIONS OR ANY FEDERAL REGULATORY AGENCY.
INVESTMENT IN THE CONTRACTS INVOLVES INVESTMENT RISKS,
NOTICES INCLUDING POSSIBLE LOSS OF PRINCIPAL.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY
JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE
MADE. WE DO NOT AUTHORIZE ANYONE TO PROVIDE ANY INFORMATION
OR REPRESENTATIONS REGARDING THE OFFERING DESCRIBED IN THIS
PROSPECTUS OTHER THAN AS CONTAINED IN THIS PROSPECTUS.

THE CONTRACTS ARE NOT FDIC INSURED.

THE CONTRACTS MAY NOT BE AVAILABLE IN ALL STATES.

1 PROSPECTUS

TABLE OF CONTENTS
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PAGE

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OVERVIEW
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Important Terms 3
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The Contract at a Glance 4
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How the Contract Works 5
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CONTRACT FEATURES
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The Contract 6
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Contract Owner 6
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Annuitant 6
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Beneficiary 6
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Modification of the Contract 7
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Assignment 7
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Purchases and Contract Value 7
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Purchase Payment 7
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Contract Value 7
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Trial Examination Period 7
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Interest Rates 7
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Index 8
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How We Credit Interest 8
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Bail Out Option 10
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Expenses 11
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Withdrawal Charge 11
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Premium Taxes 12
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PAGE

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Access to Your Money 13
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Systematic Withdrawal Program 13
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Postponement of Payments 13
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Minimum Contract Value 13
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Income Payments 13
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Payout Start Date 13
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Income Plans 13
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Income Payments 14
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Certain Employee Benefit Plans 14
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Death Proceeds 15
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Death Proceeds Payments 15
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OTHER INFORMATION
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More Information: 16
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Allstate Life 16
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The Contract 16
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Annuities held within a Qualified Plan 17
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Legal Matters 17
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Taxes 18
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Taxation of Allstate Life Insurance Company 18
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Taxation of Fixed Annuities in General 18
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Income Tax Withholding 20
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Tax Qualified Contracts 20
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Annual Reports and Other Documents 24
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Annual Statements 24
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Appendix A - Market Value Adjustment 25
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2 PROSPECTUS

IMPORTANT TERMS
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This prospectus uses a number of important terms with which you may not be
familiar. The index below identifies the page that describes each term. The
first use of each term in this prospectus appears in bolded text.

PAGE

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Accumulation Phase 5
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Allstate Life ("We") 16
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Annuitant 6
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Beneficiary 6
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Bail Out Option 10
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Crediting Options 5
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*Contract 6
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Contract Owner ("You") 5
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Contract Value 4
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Death Proceeds 5
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Due Proof of Death 15
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Free Withdrawal Amount 11
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Income Plans 5
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PAGE

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Index 8
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Issue Date 5
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Market Value Adjustment 9
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Market Value Adjustment Period 9
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Maximum Interest Rate 8
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Minimum Interest Rate 8
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Payout Phase 5
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Payout Start Date 5
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Tax Qualified Contracts 20
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Right to Cancel 4
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SEC 1
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Systematic Withdrawal Program 13
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Trial Examination Period 4
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*
In certain states a Contract is available only as a group Contract. In these
states we issued you a certificate that represents your ownership and
summarizes the provisions of the group Contract. References to "Contract" in
this prospectus include certificates unless the context requires otherwise.

3 PROSPECTUS

THE CONTRACT AT A GLANCE
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The following is a snapshot of the Contract. Please read the remainder of this
prospectus for more information.

PURCHASE PAYMENT You can purchase a Contract with as little as $10,000.
This Contract allows for only one purchase payment.
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RIGHT TO CANCEL You may cancel your Contract within 20 days of receipt
or any longer period your state may require ("TRIAL
EXAMINATION PERIOD") and receive a full refund of your
purchase payment less any withdrawals.
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EXPENSES You will bear the following expenses:

.During the first seven Contract Years, a withdrawal
charge ranging from 5%-7% will apply to withdrawals
in excess of the Free Withdrawal Amount.

.A Market Value Adjustment (which can be positive or
negative) may apply to withdrawals in excess of the
Free Withdrawal Amount.

. State premium tax (if your state imposes one).
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MARKET-LINKED INTEREST The Contract offers fixed annual interest rates that we
guarantee -- the specific rate applied at the end of
each Contract Year is contingent upon whether the Index
at the end of the Contract Year is higher or lower than
it was at the beginning of that Contract Year (See "How
We Credit Interest," on page 8). To find out current
rates and crediting options, please call us at
1-800-203-0068.
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SYSTEMATIC WITHDRAWAL You may choose to receive systematic withdrawal
PROGRAM payments on a monthly, quarterly, semi-annual, or
annual basis.
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INCOME PAYMENTS The Contract offers three income payment plans:

. life income with or without guaranteed payments;

.a joint and survivor life income with or without
guaranteed payments; or

.guaranteed payments for a specified period (5 to 50
years)
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DEATH PROCEEDS If you, or the ANNUITANT (if the Contract Owner is a
non-living person), dies before the PAYOUT START DATE,
we will pay the Death Proceeds as described in the
Contract.
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WITHDRAWALS You may withdraw some or all of your Contract value
("CONTRACT VALUE") at any time prior to the Payout
Start Date. A withdrawal charge and/or a Market Value
Adjustment may apply. For federal income tax purposes,
withdrawals taken prior to the Payout Start Date are
generally considered to come from the earnings in the
Contract first. If the Contract is tax-qualified,
generally all withdrawals are treated as distributions
of earnings. Withdrawals of earnings are taxed as
ordinary income and, if taken prior to age 59 1/2, may
be subject to an additional 10% federal tax penalty.
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4 PROSPECTUS

HOW THE CONTRACT WORKS
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The Contract basically works in two ways.

First, the CONTRACT can help you (we assume you are the "CONTRACT OWNER") save
for retirement because you can invest in the Contract and generally pay no
federal income taxes on any earnings until you withdraw them. You do this during
what we call the "ACCUMULATION PHASE" of the Contract. The Accumulation Phase
begins on the date we issue your Contract (we call that date the "ISSUE DATE")
and continues until the "PAYOUT START DATE," which is the date we apply your
money to provide income payments. You may select one of two CREDITING OPTIONS,
each of which earns annually a minimum rate of interest, or, depending on the
performance of an index, a maximum rate of interest that we declare
periodically.

Second, the Contract can help you plan for retirement because you can use it to
receive retirement income for life and/ or for a pre-set number of years by
selecting one of the income payment options (we call these "INCOME PLANS")
described at "Income Payments - Income Plans." You receive income payments
during what we call the "PAYOUT PHASE" of the Contract, which begins on the
Payout Start Date and continues until we make the last income payment required
by the Income Plan you select. During the Payout Phase we guarantee the amount
of your payments, which will remain fixed. The amount of money you accumulate
under your Contract during the Accumulation Phase and apply to an Income Plan
will determine the amount of your income payments during the Payout Phase.

The timeline below illustrates how you might use your Contract.

Issue Payout Start
Date Accumulation Phase Date Payout Phase
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You buy You save for retirement You elect to receive You can receive Or you can receive
a Contract income payments income payments income payments
for a set period for life

As the Contract Owner, you exercise all of the rights and privileges provided by
the Contract. If you die, any surviving Contract Owner or, if none, the
BENEFICIARY will exercise the rights and privileges provided by the Contract.
See "The Contract." In addition, if you die before the Payout Start Date we will
pay DEATH PROCEEDS to any surviving Contract Owner or, if there is none, to your
Beneficiary. (See "Death Proceeds.")

Please call us at 1-800-203-0068 if you have any questions about how the
Contract works.

5 PROSPECTUS

THE CONTRACT
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CONTRACT OWNER
The Allstate(R) MarketSmart Annuity is a contract between you, the Contract
Owner, and Allstate Life, a life insurance company. As the Contract Owner, you
may exercise all of the rights and privileges provided to you by the Contract.
That means it is up to you to select or change (to the extent permitted):

.. the amount and timing of your withdrawals,

.. the programs you want to use to withdraw money,

.. the income payment plan you want to use to receive retirement income,

.. the Annuitant (either yourself or someone else) on whose life the income
payments will be based,

.. the Beneficiary or Beneficiaries who will receive the benefits that the
Contract provides when the last surviving Contract Owner dies, and

.. any other rights that the Contract provides.

If you die, any surviving Contract Owner or, if none, the Beneficiary may
exercise the rights and privileges provided to them by the Contract. If the sole
surviving Contract Owner dies after the Payout Start Date, the Beneficiary will
receive any guaranteed income payments scheduled to continue.

The Contract cannot be jointly owned by both a non-living person and a living
person. The age of the oldest Contract Owner cannot exceed 90 as of the date
we receive the completed application.

The Contract can also be purchased as an IRA or TSA (also known as a 403(b)).
The endorsements required to qualify these annuities under the Internal Revenue
Code of 1986, as amended, ("Code") may limit or modify your rights and
privileges under the Contract. We use the term "Qualified Contract" to refer to
a Contract issued as an IRA, 403(b), or with a qualified plan.

Except for certain Qualified Contracts, you may change the Contract Owner at any
time by written notice in a form satisfactory to us. Until we receive your
written notice to change the Contract Owner, we are entitled to rely on the most
recent information in our files. We will provide a change of ownership form to
be signed by you and filed with us. Once we accept your change request, any
change will be effective on the date you sign the written request. We will not
be liable for any payment we make or other action we take before accepting any
written request from you. Accordingly, if you wish to change the Contract Owner,
you should deliver your written request to us promptly. Each change is subject
to any payment we make or other action we take before we accept it.

Changing ownership of this Contract may cause adverse tax consequences and may
not be allowed under qualified plans. Please consult with a competent tax
advisor prior to making a request for a change of Contract Owner.

ANNUITANT
The Annuitant is the individual whose life determines the amount and duration of
income payments (other than under Income Plans with guaranteed payments for a
specified period). The Contract requires that there be an Annuitant at all times
during the Accumulation Phase and on the Payout Start Date. The Annuitant must
be a living person. The Annuitant may not be older than 90 as of the date we
receive the completed application.

You initially designate an Annuitant in your application. You (or the youngest
Contract Owner if there is more than one) will be the Annuitant unless a
different person is named. If the Contract Owner is a living person, you may
change the Annuitant at any time prior to the Payout Start Date in a form
satisfactory to us.

Once we accept your change request, any change will be effective on the date you
sign the written request. We are not liable for any payment we make or other
action we take before accepting any written request from you.

If you select Income Plan 2, you may designate a joint Annuitant, who is a
second person on whose life income payments depend. A joint Annuitant
designation is effective only on the Payout Start Date and remains effective
thereafter.

BENEFICIARY
You may name one or more primary and contingent Beneficiaries when you apply for
a Contract. The primary Beneficiary is the person who may, in accordance with
the terms of the Contract, elect to receive the Death Proceeds or become the new
Contract Owner pursuant to the Contract if the sole surviving Contract Owner
dies before the Payout Start Date. If the sole surviving Contract Owner dies on
or after the Payout Start Date, the primary Beneficiary will receive any
guaranteed income payments scheduled to continue. A contingent Beneficiary is
the person selected by the Contract Owner who will exercise the rights of the
primary Beneficiary if all named primary Beneficiaries die before the death of
the sole surviving Contract Owner.

You may change or add Beneficiaries at any time, unless you have designated an
irrevocable Beneficiary. We will provide a change of Beneficiary request form
to be signed by you and filed with us. Until we receive your written request to
change a Beneficiary, we are entitled to rely on the most recent Beneficiary
information in our files. Once we accept your change request, any change will be
effective on the date you sign the written request. We are not liable for any
payment we make or other action we take before accepting any written request
from you. Accordingly, if you wish to change your Beneficiary, you should
deliver your written request to us promptly.

If you did not name a Beneficiary or, unless otherwise provided in the
Beneficiary designation, if no named

6 PROSPECTUS

Beneficiary is living when the sole surviving Contract Owner dies, the new
Beneficiary will be:

.. your spouse, or if he or she is no longer alive,

.. your surviving children equally, or if you have no surviving children,

.. your estate.

Children, as used in this prospectus, are natural and adopted children only,
either minor or adult.

If more than one Beneficiary survives you, we will divide the Death Proceeds
among the surviving Beneficiaries according to your most recent written
instructions. If you have not given us written instructions in a form
satisfactory to us, we will pay the Death Proceeds in equal amounts to the
surviving Beneficiaries. If there is more than one Beneficiary in a class
(e.g., more than one primary Beneficiary) and one of the Beneficiaries
predeceases the Contract Owner, the remaining Beneficiaries in that class will
divide the deceased Beneficiary's share in proportion to the original share of
the remaining Beneficiaries.

For purposes of the Contract, in determining whether a living person, including
a Contract Owner, primary Beneficiary, contingent Beneficiary, or Annuitant
("Living Person A") has survived another living person, including a Contract
Owner, primary Beneficiary, contingent Beneficiary, or Annuitant ("Living Person
B"), Living Person A must survive Living Person B by at least 24 hours.
Otherwise, Living Person A will be conclusively deemed to have predeceased
Living Person B.

MODIFICATION OF THE CONTRACT
Only an officer of Allstate Life may approve a change in or waive any provision
of the Contract. Any change or waiver must be in writing. None of our agents has
the authority to change or waive the provisions of the Contract. We may not
change the terms of the Contract without your consent, except to conform the
Contract to applicable law or changes in the law or except as otherwise
permitted in the Contract. If a provision of the Contract is inconsistent with
state law, we will follow state law.

ASSIGNMENT
No Contract Owner has a right to assign any interest in a Contract as collateral
or security for a loan, and we will not honor an assignment of an interest in a
Contract as collateral or security for a loan. However, you may otherwise assign
periodic income payments under the Contract prior to the Payout Start Date. No
Beneficiary may assign benefits under the Contract until they are due. We will
not be bound by any assignment until you sign and file it with us. We are not
responsible for the validity of any assignment. Federal law prohibits or
restricts the assignment of benefits under many types of retirement plans and
the terms of such plans may themselves contain restrictions on assignments. An
assignment may also result in taxes or tax penalties. YOU SHOULD CONSULT WITH AN
ATTORNEY BEFORE TRYING TO ASSIGN YOUR CONTRACT.

PURCHASES AND CONTRACT VALUE
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PURCHASE PAYMENT
This is a single premium annuity which allows for only one purchase payment.
Your purchase payment must be at least $10,000. The maximum amount of the
purchase payment we will accept for the Contract without our prior approval is
$1,000,000. We reserve the right to reject any application or waive this
limitation in our sole discretion.

Your purchase payment becomes part of our general account, which supports our
insurance and annuity obligations. The general account consists of our general
assets other than those in segregated asset accounts. We have sole discretion to
invest the assets of the general account, subject to applicable law. You do not
share in the investment experience of the general account.

CONTRACT VALUE
Your Contract Value at any time during the Accumulation Phase is equal to the
purchase payment, plus interest credited to date, less any amounts previously
withdrawn and any applicable taxes.

TRIAL EXAMINATION PERIOD
You may cancel your Contract within the Trial Examination Period, which is the
20-day period following receipt of your Contract, or such longer period that
your state may require. You may cancel the Contract by delivering it or mailing
it to us. If you exercise this right to cancel, the Contract (and if applicable,
your Contract purchased as an IRA) terminates and we will return your purchase
payments, less any withdrawals, to you.

INTEREST RATES
At the start of each Contract Year ("Contract Year"), which we measure from the
Issue Date and each Contract Anniversary, we will offer a maximum credited
interest rate ("Maximum Interest Rate") that will not change during the Contract
Year. Your Contract will also have a minimum credited interest rate ("Minimum
Interest Rate") that will not change over the life of the Contract. As explained
in detail in the Section "How We Credit Interest," whether you receive the
Maximum Interest Rate or Minimum Interest Rate for a particular Contract Year
depends upon whether the Index (described below) is higher or lower at the end
of the Contract Year as compared to the start of the Contract Year. The
particular Maximum Interest Rate or Minimum Interest Rate

7 PROSPECTUS

applicable to your Contract depends upon the Crediting Option you select when
the Contract is issued. We will tell you the interest rates we are offering at a
particular time. We may declare different Maximum Interest Rates for Contract
Years that begin at different times.

We have no specific formula for determining the interest rates that we will
declare initially or in the future. We will set interest rates based on
investment returns available at the time we determine the rate. In addition, we
may consider various other factors in determining interest rates including
regulatory and tax requirements, sales commissions and administrative expenses,
general economic trends, and competitive factors. We determine the interest
rates to be declared in our sole discretion. We can neither predict nor
guarantee what those rates will be in the future. For current interest rate
information, please contact your annuity representative or Allstate Life at
1-800-203-0068.

INDEX
The Index for the Contract will be shown on the Annuity Data Page. Currently,
the only Index we offer is the Standard & Poor's 500 Composite Stock Price Index
("S&P 500 Index"), commonly known as the S&P 500 Index. The Index is guaranteed
to apply while the Contract is in force unless publication of the Index is
discontinued, or the calculation of the Index is changed substantially. If the
publication of the Index is discontinued, or the calculation of the Index values
is changed substantially, we will substitute a suitable index which will apply
to the entire then-current Contact Year, and we will notify you of the change.
We may offer additional indices at our discretion.

The Index value for a particular day is the value published at the end of that
day, computed to the nearest 1/100th of a point. If the Index is not published
that day, the first preceding published Index value will apply. Current Index
values may be obtained at Standard & Poor's website, www.standardandpoors.com.

"Standard & Poor's(R)", "S&P(R)", "S&P 500(R)", "Standard & Poor's 500" and
"500" are trademarks of The McGraw-Hill Companies, Inc. and have been licensed
for use by Allstate Life and affiliates. This Contract is not sponsored,
endorsed, sold or promoted by S&P and S&P makes no representation regarding the
advisability of investing therein. S&P does not guarantee the accuracy and/or
the completeness of the S&P 500 Index or any data included therein.

HOW WE CREDIT INTEREST
We will credit interest to your Contract for each Contract Year at the end of
that Contract Year. Interest will be credited based upon your Contract Value at
the end of that Contract Year. Therefore, if you surrender your Contract or make
a withdrawal, no interest will be credited on the amounts withdrawn for the
Contract Year in which you make the withdrawal. If you die or begin receiving
income payments, no interest will be credited on the Contract Value in the year
in which your beneficiary receives the Death Proceeds or the year in which you
begin receiving income payments.

The interest credited to your Contract will depend on the MAXIMUM INTEREST RATE
and MINIMUM INTEREST RATE in effect and on the Crediting Option you chose when
you completed your application.

If the Index value on a Contract Anniversary is equal to or greater than the
Index on the previous Contract Anniversary (the Issue Date for the first year),
you will receive the Maximum Interest Rate for the Crediting Option you have
chosen. If the Index value on a Contract Anniversary is lower than the Index on
the previous Contract Anniversary, then you will receive the Minimum Interest
Rate for the Crediting Option you have chosen.

The Index Value on a given date is the value as of the close of business on that
date. If the Contract Anniversary falls on a day the New York Stock Exchange is
not open for business, we will use the previous closing Index Value. For
example, for a contract issued on October 1, 2008, we will use the closing Index
Value for that date. If the closing Index Value on October 1, 2009, is equal to
or higher than the closing Index Value on October 1, 2008, you will receive the
Maximum Interest Rate for the first Contract Year.

We offer two Crediting Options: Crediting Option A and Crediting Option B. The
Crediting Option you choose will be shown on the Annuity Data Page. Once chosen,
your Crediting Option is irrevocable. The Minimum Interest Rate for Crediting
Option A is 0%, and the Minimum Interest Rate for Crediting Option B is 2%. The
current Maximum Interest Rate for Crediting Option A will always be higher than
Crediting Option B, although the difference between the two Crediting Options
may vary. You should carefully evaluate the risks associated with each crediting
option before making a purchase payment and selecting a Crediting Option.

The following example illustrates how a purchase payment would grow over a
five-year period, given fluctuating Index values and a Maximum Interest Rate
that may change from year to year:

EXAMPLE
This example assumes that the Owner elects Crediting Option A.

Purchase Payment $10,000

8 PROSPECTUS

Initial Index Value 800

1 2 3 4 5
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Index at Beginning of Contract Year 800 950 1000 875 1300
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Index at End of Contract Year 950 1000 875 1300 1400
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Maximum Interest Rate 8% 8% 8% 8% 7.50%
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Minimum Interest Rate 0% 0% 0% 0% 0%
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Contract Value at Beginning of Year $ 10,000 $ 10,800 $ 11,664 $ 11,664 $12,597.12
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Credited Interest Rate 8% 8% 0% 8% 7.50%
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Credited Interest $ 800.00 $ 864.00 $ 0 $ 933.12 $ 944.78
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Contract Value at End of Year $10,800.00 $11,664.00 $11,664.00 $12,597.12 $13,541.90
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This example assumes no withdrawals during the entire 5- year example period. If
you were to make a partial withdrawal, you may be required to pay a withdrawal
charge. In addition, the amount withdrawn may be increased or decreased by a
Market Value Adjustment that reflects changes in interest rates since the time
you invested the amount withdrawn. The hypothetical Maximum Credited Interest
Rate is for illustrative purposes only and is not intended to predict future
interest rates to be declared under the Contract. Actual interest rates declared
may be more or less than shown above.

RENEWALS. At the end of each Contract Year, we will mail you a notice informing
you of the renewal Maximum Interest Rate and asking you what to do with your
money. If you do nothing, the Contract automatically continues.

During the first seven Contract Years, if the renewal Maximum Interest Rate
declared in your notice is less than the BAIL OUT RATE, you may withdraw all or
a portion of your Contract Value from the Contract without incurring a
Withdrawal Charge during the 45-day period beginning immediately after the end
of the Contract Year. Also, no Market Value Adjustment will apply if you
withdraw all or a portion of your Contract Value by exercising the Bail Out
Option. See "Bail Out Option" below.

MARKET VALUE ADJUSTMENT. All withdrawals, unless expressly exempted, are
subject to a Market Value Adjustment.

A Market Value Adjustment will not be made to the following:

.. withdrawals you make to satisfy IRS minimum distribution rules for the
Contract;

.. withdrawals made within the Free Withdrawal Amount, described under "Expenses"
below;

.. withdrawals made under the Bail Out Option;

.. withdrawals made during a 45 day window following the end of a MARKET VALUE
ADJUSTMENT PERIOD;

.. amounts paid during the Payout Phase; or

.. the Death Proceeds.

We apply the Market Value Adjustment to reflect changes in interest rates from
the date a Market Value Adjustment Period commences to the time you make the
withdrawal. The first Market Value Adjustment Period begins on the Issue Date.
The length of the Market Value Adjustment Period is seven years, and a new
Market Value Adjustment Period begins at the end of the prior Market Value
Adjustment Period.

We calculate the Market Value Adjustment by comparing the 10 Year U.S. Treasury
Note Constant Maturity Yield ("Treasury Rate") for the week prior to the date
the Market Value Adjustment Period begins to the Treasury Rate for the week
prior to the date you withdraw your money.

The Market Value Adjustment may be positive or negative, depending on changes in
the Treasury Rate. As a result, if you choose to make a withdrawal, you bear the
investment risk associated with changes in the Treasury Rate. If the Treasury
Rate increases significantly from the time you make the purchase payment, the
Market Value Adjustment, withdrawal charge, premium taxes, and income tax
withholding (if applicable) could reduce the amount you receive upon full
withdrawal of your Contract Value to an amount that is less than your original
purchase payment.

Generally, if the Treasury Rate for the beginning of the Market Value Adjustment
Period is lower than the current Treasury Rate upon withdrawal, then the Market
Value Adjustment will decrease the amount payable to you. Conversely, if the
Treasury Rate for the beginning of the Market Value Adjustment Period is higher
than the current Treasury Rate, then the Market Value Adjustment will increase
the amount payable to you.

For example, assume that you purchase a Contract and the Treasury Rate on the
day you purchase the Contract is 4.50%. Assume that at the end of 3 years, you
make a partial withdrawal. If, at that later time, the Treasury Rate is 4.00%,
then the Market Value Adjustment will be positive, which will increase the
amount payable to you. Conversely, if the Treasury Rate is 5.00%, then the
Market Value Adjustment will be negative, which will decrease the amount payable
to you.

The Market Value Adjustment also depends upon the amount of time remaining prior
to the end of the current Market Value Adjustment Period. The formula for
calculating Market Value Adjustments is set forth in

9 PROSPECTUS

Appendix A to this prospectus, which also contains additional examples of the
application of the Market Value Adjustment.

No Market Value Adjustment will apply to withdrawals taken during the 45 day
period immediately following the end of each Market Value Adjustment Period.

BAIL OUT OPTION
During the first seven Contract Years, we may offer a Bail Out Option. When we
issue the Contact, we set a "Bail Out Rate" which is listed on the Annuity Data
Page and does not change for your Contract. If your Contract does not include
the Bail Out Option, the Bail Out Rate will be set at zero. At the end of any of
the first seven Contract Years, if the renewal Maximum Interest Rate is less
than the Bail Out Rate, you can exercise the Bail Out Option and withdraw all or
a portion of the Contract Value during a 45 day Window Period following the end
of the Contract Year without incurring a withdrawal charge. No Market Value
Adjustment will be imposed upon a withdrawal or surrender of the Contract under
the Bail Out Option. We must receive your request in writing during the Window
Period, in a form satisfactory to us.

Withdrawals taken prior to annuitization are generally considered to come from
the earnings in the Contract first. If the contract is tax-qualified, generally
all withdrawals are treated as distributions of earnings. Withdrawals of
earnings are taxed as ordinary income and, if taken prior to age 59 1/2, may be
subject to an additional 10% federal tax penalty.

10 PROSPECTUS

EXPENSES
- --------------------------------------------------------------------------------

As a Contract Owner, you will bear the charges and expenses described below.

WITHDRAWAL CHARGE
We may assess a withdrawal charge on withdrawals from the Contract. However,
each Contract Year you may withdraw up to 10% of the Contract Value as of the
beginning of the Contract Year without paying a withdrawal charge. Unused
portions of this 10% "FREE WITHDRAWAL AMOUNT" are not carried forward to future
Contract Years.

The withdrawal charge is as follows:

NUMBER OF COMPLETE YEARS WITHDRAWAL CHARGE:
SINCE ISSUE DATE: ------------------
-----------------

0 7%
1 7%
2 7%
3 6%
4 6%
5 5%
6 5%
7 and Later 0%

The withdrawal charge is determined by multiplying the withdrawal charge
percentage corresponding to the number of Complete Contract Years in the table
above by the amount withdrawn in excess of the Free Withdrawal Amount. If you
make a withdrawal before the Payout Start Date, we will apply the withdrawal
charge percentage in effect on the date of the withdrawal or the withdrawal
charge percentage in effect on the following day, whichever is lower. We will
deduct withdrawal charges, if applicable, from the amount paid. For federal
income tax purposes, earnings under your Contract are considered to come out
first. This means you pay taxes on your withdrawal to the extent of any earnings
in the Contract.

We do not apply a withdrawal charge in the following situations:

.. on or after the Payout Start Date;

.. withdrawals taken to satisfy IRS minimum distribution rules for the Contract;

.. withdrawals that qualify for a waiver under the terms of the Contract.

We use the amounts obtained from the withdrawal charge to pay sales commissions
and other promotional or distribution expenses associated with marketing the
Contracts.

Withdrawals may be subject to tax penalties, income tax and a Market Value
Adjustment. You should consult your own tax counsel or tax advisor regarding any
withdrawals.

CONFINEMENT WAIVER. We will waive the withdrawal charge on any applicable
withdrawal taken under your Contract if the following conditions are satisfied:

1. you or the Annuitant, if the Contract Owner is not a living person, are first
confined to a long term care facility or a hospital for at least 90 consecutive
days. You or the Annuitant must enter the long term care facility or hospital at
least 30 days after the Issue Date,

2. we receive your request for withdrawal and Due Proof of confinement no later
than 90 days following the end of your or the Annuitant's confinement at the
long term care facility or hospital, and

3. a physician must have prescribed the confinement and the confinement must be
medically necessary (as defined in the Contract).

"DUE PROOF" includes, but is not limited to, a letter signed by a physician
stating the dates the Owner or Annuitant was confined, the name and location of
the Long Term Care Facility or Hospital, a statement that the confinement was
medically necessary, and, if released, the date the Owner or Annuitant was
released from the Long Term Care Facility or Hospital.

TERMINAL ILLNESS WAIVER. We will waive the withdrawal charge on any applicable
withdrawal under your Contract if:

1. you or the Annuitant, if the Contract Owner is not a living person, are
diagnosed by a physician as having a terminal illness (as defined in the
Contract) at least 30 days after the Issue Date, and

2. you provide Due Proof of diagnosis to us before or at the time you request
the withdrawal.

"DUE PROOF" includes, but is not limited to, a letter signed by a physician
stating that the Owner or Annuitant has a Terminal Illness and the date the
Terminal Illness was first diagnosed.

UNEMPLOYMENT WAIVER. We will waive the withdrawal charge on one partial or a
full withdrawal taken under your Contract, if you meet the following
requirements:

1. you or the Annuitant, if the Contract Owner is not a living person, become
unemployed at least one year after the Issue Date,

2. you or the Annuitant receive Unemployment Compensation for at least 30
consecutive days as a result of that unemployment, and

3. you or the Annuitant claim this benefit within 180 days of your or the
Annuitant's initial receipt of Unemployment Compensation.

Before we will waive any withdrawal charges, you must give us Due Proof prior
to, or at the time of, the withdrawal request, that you or the Annuitant have
been

11 PROSPECTUS

unemployed and have been granted Unemployment Compensation for at least 30
consecutive days.

"UNEMPLOYMENT COMPENSATION" means unemployment compensation received from a unit
of state or federal government in the U.S. "DUE PROOF" includes, but is not
limited to, a legible photocopy of an unemployment compensation payment that
meets the above described criteria with regard to dates and a signed letter from
you stating that you or the Annuitant meet the above described criteria.

You may exercise this benefit once over the term of the Contract. Amounts
withdrawn may be subject to Market Value Adjustments.

Please refer to your Contract for more detailed information about the terms and
conditions of these waivers.

The laws of your state may limit the availability of these waivers and may also
change certain terms and/or benefits available under the waivers. You should
consult your Contract for further details on these variations. Also, even if you
do not pay a withdrawal charge because of these waivers, a Market Value
Adjustment may apply and you still may be required to pay taxes or tax penalties
on the amount withdrawn. You should consult your tax advisor to determine the
effect of a withdrawal on your taxes.

PREMIUM TAXES
Some states and other governmental entities (e.g., municipalities) charge
premium taxes or similar taxes. We are responsible for paying these taxes and
will deduct them from your Contract Value. Some of these taxes are due when the
Contract is issued, others are due when income payments begin or upon surrender.
Our current practice is not to charge anyone for these taxes until income
payments begin or when a total withdrawal occurs, including payment upon death.

We may, sometime in the future, discontinue this practice and deduct premium
taxes from the purchase payments. Premium taxes generally range from 0% to 4%,
depending on the state.

At the Payout Start Date, we deduct the charge for premium taxes from the total
Contract Value before applying the Contract Value to an Income Plan.

12 PROSPECTUS

ACCESS TO YOUR MONEY
- --------------------------------------------------------------------------------

You can withdraw some or all of your money at any time prior to the Payout Start
Date. You may not make any withdrawals or surrender your Contract once the
Payout Phase has begun. The minimum you may withdraw is $250.

The amount you receive may be reduced by a withdrawal charge, income tax
withholding and any applicable premium taxes. The amount you receive may also be
increased or reduced by a Market Value Adjustment. If you request a total
withdrawal, we may require that you return your Contract to us.

SYSTEMATIC WITHDRAWAL PROGRAM
You may choose to receive systematic withdrawal payments on a monthly,
quarterly, semi-annual, or annual basis at any time prior to the Payout Start
Date. The minimum amount of each systematic withdrawal is $50. We will deposit
systematic withdrawal payments into a designated account. Please consult with
your financial representative for details.

Distributions taken prior to annuitization (referred to in this prospectus as
the Payout Phase) are generally considered to come from the earnings in the
Contract first. If you have a TAX QUALIFIED CONTRACT, generally all withdrawals
are treated as distributions of earnings. Withdrawals of earnings are taxed as
ordinary income and, if taken prior to age 59 1/2, may be subject to an
additional 10% federal tax penalty.

We may modify or suspend the SYSTEMATIC WITHDRAWAL PROGRAM and charge a
processing fee for the service. If we modify or suspend the Systematic
Withdrawal Program, existing systematic withdrawal payments will not be
affected.

POSTPONEMENT OF PAYMENTS
We may defer payment of withdrawals for up to 6 months from the date we receive
your withdrawal request. If we delay payment for 30 days or more, we will pay
interest as required by law.

MINIMUM CONTRACT VALUE
If the amount you withdraw reduces your Contract Value to less than $1,000, we
may treat it as a request to withdraw your entire Contract Value. Your Contract
will terminate if you withdraw all of your Contract Value. We will, however, ask
you to confirm your withdrawal request before terminating your Contract. Before
terminating any Contract whose value has been reduced by a withdrawal to less
than $1,000, we will inform you in writing of our intention to terminate your
Contract and give you at least 30 days in which to make a payment to restore
your Contract's value to the contractual minimum of $1,000. If we terminate your
Contract, we will distribute to you its Contract Value, adjusted by any Market
Value Adjustment, less withdrawal charges and applicable taxes.

INCOME PAYMENTS
- --------------------------------------------------------------------------------

PAYOUT START DATE
The Payout Start Date is the day that we apply your Contract Value, less any
applicable taxes, to an Income Plan. The Payout Start Date must be:

.. at least 30 days after the Issue Date; and

.. no later than the Annuitant's 90th birthday, or

.. the 10th Contract anniversary, if later.

You may change the Payout Start Date at any time by notifying us in writing of
the change at least 30 days before the scheduled Payout Start Date. Absent a
change, we will use the Payout Start Date stated in your Contract.

INCOME PLANS
An Income Plan is a series of scheduled payments to you or someone you
designate. You may choose only one Income Plan. You may choose and change your
choice of Income Plan until 30 days before the Payout Start Date. If you do not
select an Income Plan, we will make income payments in accordance with Income
Plan 1 with guaranteed payments for 10 years. After the Payout Start Date, you
may not make withdrawals or change your choice of Income Plan.

A portion of each payment will be considered taxable and the remaining portion
will be a non-taxable return of your investment in the Contract, which is also
called the "basis". Once the investment in the Contract is depleted, all
remaining payments will be fully taxable. If the Contract is tax-qualified,
generally, all payments will be fully taxable. Taxable payments taken prior to
age 59 1/2, may be subject to an additional 10% federal tax penalty.

The three Income Plans available under the Contract are:

INCOME PLAN 1 - LIFE INCOME WITH AND WITHOUT GUARANTEED NUMBER OF PAYMENTS.
Under this plan, we make periodic income payments for at least as long as the
Annuitant lives. If the Annuitant dies in the Payout Phase, we will continue to
pay income payments until the guaranteed number of payments has been paid. The
number of months guaranteed ("Guaranteed Payment Period") may range from 0 to
360 months. If you choose 0 months, payments will continue only as long as the
Annuitant lives. If the Annuitant is age 90 or older as of the Payout Start
Date, the Guaranteed Payment Period may range from 60 to 360 months.

13 PROSPECTUS

INCOME PLAN 2 - JOINT AND SURVIVOR LIFE INCOME WITH AND WITHOUT GUARANTEED
NUMBER OF PAYMENTS. Under this plan, we make periodic income payments for at
least as long as either the Annuitant or the joint Annuitant, named at the time
the Income Plan was selected, lives. If both the Annuitant and joint Annuitant
die in the Payout Phase, we will continue to pay the income payments until the
guaranteed number of payments has been paid. The Guaranteed Payment Period may
range from 0 to 360 months. If you choose 0 months, payments will continue only
as long as the Annuitant or joint Annuitant lives. If either the Annuitant or
joint Annuitant is age 90 or older as of the Payout Start Date, the Guaranteed
Payment Period may range from 60 to 360 months.

INCOME PLAN 3 - GUARANTEED NUMBER OF PAYMENTS. Under this plan, we make periodic
income payments for the period you have chosen. These payments do not depend on
the Annuitant's life. The shortest number of months guaranteed is 60 (120 if the
Payout Start Date occurs before the third Contract anniversary). The longest
number of months guaranteed is 360 or the number of months between the Payout
Start Date and the date that the Annuitant reaches age 100, if greater. In no
event may the number of months guaranteed exceed 600.

The length of any Guaranteed Payment Period under your selected Income Plan
generally will affect the dollar amount of each income payment. As a general
rule, longer guarantee periods result in lower income payments, all other things
being equal. For example, if you choose an Income Plan with payments that depend
on the life of the Annuitant but with no minimum specified period for guaranteed
payments, the income payments generally will be greater than the income payments
made under the same Income Plan with a minimum specified period for guaranteed
payments. As a general rule, plans with a joint Annuitant also will result in
lower income payments. Income plans may vary from state to state.

We may make other Income Plans available, including ones that you and we agree
upon. You may obtain information about them by writing or calling us.

If the Contract Owner dies after the Payout Start Date, the new Contract Owner
will be the surviving Contract Owner. If there is no surviving Contract Owner,
the new Contract Owner will be the Beneficiary(ies). Any remaining income
payments will be paid to the new Contract Owner as scheduled.

If you choose Income Plan 1 or 2, or, if available, another Income Plan with
payments that continue for the life of the Annuitant or joint Annuitant, we will
require proof of age and sex of the Annuitant or joint Annuitant before starting
income payments, and may require proof that the Annuitant or joint Annuitant are
alive before we make each payment. Please note that under such Income Plans, if
you elect to take no guaranteed payments, it is possible that the payee could
receive no income payments if the Annuitant and any joint Annuitant both die
before the first income payment, or only one income payment if they die before
the second income payment, and so on.

We will apply your Contract Value less any applicable premium tax, to your
Income Plan on the Payout Start Date. For Contracts issued in certain states the
amount that we will apply to an Income Plan will never be less than 90% of the
purchase payment, less any prior withdrawals, accumulated at the minimum
interest rate required to be credited under the relevant nonforfeiture law of
such respective states. For additional information concerning these states,
please contact your financial representative or Allstate Life at 1-800-203-0068.

If the amount available to apply under an Income Plan is less than $3,000, or if
your initial monthly payment would be less than $20, and state law permits, we
reserve the right to:

.. reduce the frequency of your payments so that each payment will be at least
$20; or

.. terminate the Contract and pay you the Contract Value less any applicable
taxes, in a lump sum instead of the periodic payments you have chosen.

INCOME PAYMENTS
Subject to your Income Plan selection, we may guarantee income payment amounts
for the duration of the Income Plan. We calculate income payments by:

1. determining your Contract Value as of the Payout Start Date;

2. deducting any applicable premium tax; and

3. applying the resulting amount to the greater of:

(a) the appropriate value from the income payment table in your Contract; or

(b) such other value as we are offering at that time.

We may defer making fixed income payments for a period of up to six months or
such shorter time state law may require. If we defer such payments for 30 days
or more, we will pay interest as required by law from the date we receive the
withdrawal request to the date we make payment.

CERTAIN EMPLOYEE BENEFIT PLANS
The Contract offered by this prospectus contains income payment tables that
provide for different payments to men and women of the same age, except in
states that require unisex tables. We reserve the right to use income payment
tables that do not distinguish on the basis of sex, to the extent permitted by
law. In certain employment-related situations, employers are required by law to
use the same income payment tables for men and women. Accordingly, if the
Contract is used in connection with an employment-related retirement or benefit
plan and we do not offer unisex annuity tables in your state, you should consult
with legal counsel as to whether the Contract is appropriate.

14 PROSPECTUS

DEATH PROCEEDS
- --------------------------------------------------------------------------------

Under certain conditions, described below, we will pay a death settlement
("DEATH PROCEEDS") for your Contract on the death of the Contract Owner or the
death of the Annuitant (if the Contract Owner is a non-living person) if the
death occurs prior to the Payout Start Date. If the Contract Owner or Annuitant
(if the Contract Owner is a non-living person) dies after the Payout Start Date,
we will pay remaining income payments as described in the "Payout Phase" section
of your Contract. See "Income Payments" above, for more details.

The Contract offers Death Proceeds prior to the Payout Start Date on the earlier
of:

1. the death of any Contract Owner; or

2. the death of the Annuitant, if the Contract Owner is a non-living person.

We will pay the Death Proceeds to the new Contract Owner as determined
immediately after the death. The new Contract Owner will be the surviving
Contract Owner(s) or, if there are none, the Beneficiary(ies).

A claim for settlement of the Death Proceeds must include Due Proof of Death. We
will accept the following documentation as "DUE PROOF OF DEATH":

.. a certified copy of a death certificate;

.. a certified copy of a decree of a court of competent jurisdiction as to the
finding of death; or

.. any other proof acceptable to us.

Prior to the Payout Start Date, the Death Proceeds are equal to the Contract
Value.

We will calculate the value of the Death Proceeds as of the date we receive the
first complete request for settlement of the Death Proceeds from any Owner.

For Contracts issued in certain states the amount of the Death Proceeds that we
will pay you will never be less than 90% of the purchase payment, less any prior
withdrawals, accumulated at the minimum interest rate required to be credited
under the relevant nonforfeiture law of such respective states. For additional
information concerning these states, please contact your financial
representative or Allstate Life at 1-800-203-0068.

DEATH PROCEEDS PAYMENTS

DEATH OF CONTRACT OWNER. If any Owner dies before the Payout Start Date, the
new Contract Owner will be the surviving Contract Owner. If there is no
surviving Contract Owner, the new Contract Owner will be the Beneficiary(ies) as
described in the Beneficiary provision.

If there is more than one new Contract Owner taking a share of the Death
Proceeds, each new Contract Owner will be treated as a separate and independent
Contract Owner of his or her respective share of the Death Proceeds. Each new
Contract Owner will exercise all rights related to his or her share of the Death
Proceeds, including the sole right to elect one of the Option(s) below for his
or her respective share. Each new Contract Owner may designate a
Beneficiary(ies) for his or her respective share, but that designated
Beneficiary(ies) will be restricted to the Option chosen by the original new
Contract Owner.

The Options available to the new Contract Owner will be determined by the
applicable following Category in which the new Contract Owner is defined. An
Option will be deemed to have been chosen on the day we receive written
notification in a form satisfactory to us.

CATEGORY 1. If your spouse is the sole new Contract Owner of the entire
Contract, the Contract will continue as if death had not occurred in the
Accumulation Phase, unless your spouse chooses from Options A, B, or C,
described below.

If you were also the Annuitant, then your spouse will be the new Annuitant
unless he or she names a new Annuitant, as described in the Annuitant
provision. Your spouse may make a single withdrawal of any amount within one
year of the date of your death without incurring a withdrawal charge, and no
Market Value Adjustment will apply.

CATEGORY 2. If the new Contract Owner is a living person who is not your
spouse, or if there are multiple living new Contract Owners, the new Contract
Owner(s) must each choose from Options A, B or C, described below. If a new
Contract Owner does not choose one of these Options, Option A will apply for
such new Contract Owner.

CATEGORY 3. If the new Contract Owner is a corporation, trust or other
non-living person, the new Contract Owner must choose between Options A or C,
described below. If the new Contract Owner does not choose either of these
Options, Option A will apply.

The following Death of Contract Owner Options are available, as applicable:

OPTION A. The new Contract Owner may elect to receive the Contract Value
payable within 5 years of the date of your death. We will continue to credit
interest during this 5 year period based upon the remaining Contract Value on
each Contract Anniversary. Withdrawal Charges will be waived and no Market
Value Adjustment will apply to any withdrawal made during this 5 year period.

If the new owner dies prior to the end of the 5 year period and
before to the complete liquidation of the Contract Value, then the new Owner's
Beneficiary(ies) will receive the remaining Contract

15 PROSPECTUS

Value. This amount must be fully withdrawn within 5 years of the date of your
death.

OPTION B. The new Owner may elect, within 11 months of the date of your death,
to receive the Death Proceeds paid out under one of the Income Plans described
in the Income Payments section, subject to the following conditions.

Income payments must begin within one year of your date of death. Income
payments must be payable:

i. Over the life of the new Contract Owner; or

ii. for a guaranteed payment period of at least 5 years, but not to exceed
the life expectancy of the new Contract Owner; or

iii. over the life of the new Contract Owner with a guaranteed payment
period of at least 5 years, but not to exceed the life expectancy of the
new Contract Owner.

OPTION C. The new Contract Owner may elect to receive the Death Proceeds in a
lump sum within five years of the date of your death. Death Proceeds received
under this Option are not subject to a Market Value Adjustment.

All ownership rights subject to the conditions stated in this provision or any
restrictions previously placed upon the Beneficiary, are available to the new
Contract Owner from the date of your death until the date on which the Death
Proceeds is paid.

We reserve the right to offer additional Death of Contract Owner Options.

If the Contract Owner dies after the Payout Start Date, refer to the Income
Payments section of this Contract.

DEATH OF ANNUITANT. If the Annuitant who is also the Contract Owner dies before
the Payout Start Date, the Death of Contract Owner provision, described above
will apply.

If the Annuitant who is not also the Contract Owner dies before the Payout Start
Date, the Options available to the Contract Owner will be determined by the
applicable following Category in which the Contract Owner is defined.

CATEGORY 1. If the Contract Owner is a living person, the Contract will
continue in the Accumulation Phase with a new Annuitant. The new Annuitant
will be:

i. A person you name by written request subject to the conditions described
in the Annuitant provision of the Contract; otherwise,

ii. The youngest Contract Owner; otherwise,

iii. The youngest Beneficiary.

CATEGORY 2. If the Contract Owner is a corporation, trust or other non-living
person, the Contract Owner must receive the Contract Value payable within 5
years of the Annuitant's date of death. Withdrawal Charges will be waived and
no Market Value Adjustment will apply to any withdrawal made during this 5
year period.

All ownership rights, subject to the conditions stated in this provision, are
available to the Contract Owner from the date of the Annuitant's death until the
date on which the Death Proceeds are paid.

We reserve the right to offer additional Death of Annuitant Options.

If the Annuitant dies after the Payout Start Date, refer to the Payout Phase
section of the Contract.

MORE INFORMATION
- --------------------------------------------------------------------------------

ALLSTATE LIFE
Allstate Life is the issuer of the Contract. Allstate Life was organized in 1957
as a stock life insurance company under the laws of the State of Illinois.

Allstate Life is a wholly owned subsidiary of Allstate Insurance Company, a
stock property-liability insurance company organized under the laws of the State
of Illinois. All of the capital stock issued and outstanding of Allstate
Insurance Company is owned by The Allstate Corporation.

Allstate Life is licensed to operate in the District of Columbia, Puerto Rico,
and all jurisdictions except the State of New York. We intend to offer the
Contract in those jurisdictions in which we are licensed. Our home office is
located at 3100 Sanders Road, Northbrook, Illinois, 60062.

THE CONTRACT
DISTRIBUTION. Allstate Distributors, L.L.C. ("Allstate Distributors"), located
at 3100 Sanders Road, Northbrook, IL 60062, is the principal underwriter and
distributor of the Contract. Allstate Distributors is a wholly owned subsidiary
of Allstate Life. Allstate Distributors is registered as a broker-dealer under
the Securities Exchange Act of 1934, as amended, and is a member of the National
Association of Securities Dealers, Inc. ("NASD").

Allstate Distributors does not sell Contracts directly to purchasers. Allstate
Distributors enters into selling agreements with affiliated and unaffiliated
broker-dealers and banks to sell the Contracts through their registered
representatives. The broker-dealers are registered with the SEC and are NASD
member firms. Their registered representatives are also licensed as insurance
agents by applicable state insurance authorities and appointed as

16 PROSPECTUS

agents of Allstate Life in order to sell the Contracts. Contracts also may be
sold by representatives or employees of banks that may be acting as
broker-dealers without separate registration under the Exchange Act, pursuant to
legal and regulatory exceptions.

We will pay commissions to broker-dealers and banks which sell the Contracts.
Commissions paid vary, but we may pay up to a maximum sales commission of 7.25%
of total purchase payments. In addition, we may pay ongoing annual compensation
of up to 1.25% of Contract Value. Individual representatives receive a portion
of compensation paid to the broker-dealer or bank with which they are associated
in accordance with the broker-dealer's or bank's practices. We estimate that
commissions and annual compensation, when combined, will not exceed 8.5% of
total purchase payments. However, commissions and annual compensation could
exceed that amount because ongoing annual compensation is related to Contract
Value and the number of years the Contract is held.

From time to time, we pay asset-based compensation and/or marketing allowances
to banks and broker-dealers. These payments vary among individual banks and
broker dealers, and the asset-based payments may be up to 0.25% of Contract
Value annually. These payments are intended to contribute to the promotion and
marketing of the Contracts, and they vary among banks and broker-dealers. The
marketing and distribution support services include but are not limited to: (1)
placement of the Contracts on a list of preferred or recommended products in the
bank's or broker-dealer's distribution system; (2) sales promotions with regard
to the Contracts; (3) participation in sales conferences; and (4) helping to
defray the costs of sales conferences and educational seminars for the bank or
broker-dealer's registered representatives. For more information on the
compensation associated with this Contract that your registered representative
or his or her bank or brokerage firm may receive, please consult your registered
representative.

Allstate Life does not pay Allstate Distributors a commission for distribution
of the Contracts. Allstate Distributors compensates its representatives who act
as wholesalers, and their sales management personnel, for Contract sales. This
compensation is based on a percentage of premium payments and/or a percentage of
Contract Values. The underwriting agreement with Allstate Distributors provides
that we will reimburse Allstate Distributors for expenses incurred in
distributing the Contracts, including any liability to Contract Owners arising
out of services rendered or Contracts issued.

ADMINISTRATION. We have primary responsibility for all administration of the
Contracts. We provide the following administrative services, among others:

.. issuance of the Contracts;

.. maintenance of Contract Owner records;

.. Contract Owner services; and

.. preparation of Contract Owner reports.

You should notify us promptly in writing of any address change. You should read
your statements and confirmations carefully and verify their accuracy. You
should contact us promptly if you have a question about a periodic statement. We
will investigate all complaints and make any necessary adjustments
retroactively, but you must notify us of a potential error within a reasonable
time after the date of the questioned statement. If you wait too long, we
reserve the right to make the adjustment as of the date that we receive notice
of the potential error.

We also will provide you with additional periodic and other reports, information
and prospectuses as may be required by federal securities laws.

ANNUITIES HELD WITHIN A QUALIFIED PLAN
If you use the Contract within an employer sponsored qualified retirement plan,
the plan may impose different or additional conditions or limitations on
withdrawals, waivers of withdrawal charges, death benefits, Payout Start Dates,
income payments, and other Contract features. In addition, adverse tax
consequences may result if qualified plan limits on distributions and other
conditions are not met. Please consult your qualified plan administrator for
more information. Allstate Life no longer issues deferred annuities to employer
sponsored qualified retirement plans.

LEGAL MATTERS
Certain matters of state law pertaining to the Contracts, including the validity
of the Contracts and Allstate Life's right to issue such Contracts under
applicable state insurance law, have been passed upon by Michael J. Velotta,
General Counsel of Allstate Life.

17 PROSPECTUS

TAXES
- --------------------------------------------------------------------------------

THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. ALLSTATE
LIFE MAKES NO GUARANTEE REGARDING THE TAX TREATMENT OF ANY CONTRACT OR
TRANSACTION INVOLVING A CONTRACT.

Federal, state, local and other tax consequences of ownership or receipt of
distributions under an annuity contract depend on your individual circumstances.
If you are concerned about any tax consequences with regard to your individual
circumstances, you should consult a competent tax adviser.

TAXATION OF ALLSTATE LIFE INSURANCE COMPANY
Allstate Life is taxed as a life insurance company under Part I of Subchapter L
of the Code.

TAXATION OF FIXED ANNUITIES IN GENERAL

TAX DEFERRAL. Generally, you are not taxed on increases in the Contract Value
until a distribution occurs. This rule applies only where the Contract Owner is
a natural person.

NON-NATURAL OWNERS. Non-natural owners are also referred to as Non Living
Owners in this prospectus. As a general rule, annuity contracts owned by
non-natural persons such as corporations, trusts, or other entities are not
treated as annuity contracts for federal income tax purposes. The income on such
contracts does not enjoy tax deferral and is taxed as ordinary income received
or accrued by the non-natural owner during the taxable year.

EXCEPTIONS TO THE NON-NATURAL OWNER RULE. There are several exceptions to the
general rule that annuity contracts held by a non-natural owner are not treated
as annuity contracts for federal income tax purposes. Contracts will generally
be treated as held by a natural person if the nominal owner is a trust or other
entity which holds the contract as agent for a natural person. However, this
special exception will not apply in the case of an employer who is the nominal
owner of an annuity contract under a non-Qualified deferred compensation
arrangement for its employees. Other exceptions to the non-natural owner rule
are: (1) contracts acquired by an estate of a decedent by reason of the death of
the decedent; (2) certain qualified contracts; (3) contracts purchased by
employers upon the termination of certain Qualified Plans; (4) certain contracts
used in connection with structured settlement agreements; and (5) immediate
annuity contracts, purchased with a single premium, when the annuity starting
date is no later than a year from purchase of the annuity and substantially
equal periodic payments are made, not less frequently than annually, during the
annuity period.

GRANTOR TRUST OWNED ANNUITY. Contracts owned by a grantor trust are considered
owned by a non-natural owner. Grantor trust owned contracts receive tax
deferral as described in the Exceptions to the Non-Natural Owner Rule section.
In accordance with the Code, upon the death of the annuitant, the death benefit
must be paid. According to your Contract, the Death Benefit is paid to the
surviving Contract Owner. Since the trust will be the surviving Contract Owner
in all cases, the Death Benefit will be payable to the trust notwithstanding any
beneficiary designation on the annuity contract. A trust, including a grantor
trust, has two options for receiving any death benefits: 1) a lump sum payment;
or 2) payment deferred up to five years from date of death.

TAXATION OF PARTIAL AND FULL WITHDRAWALS. If you make a partial withdrawal
under a non-Qualified Contract, amounts received are taxable to the extent the
Contract Value, without regard to surrender charges, exceeds the investment in
the Contract. The investment in the Contract is the gross premium paid for the
contract minus any amounts previously received from the Contract if such amounts
were properly excluded from your gross income. If you make a total withdrawal
under a non-Qualified Contract, the amount received will be taxable only to the
extent it exceeds the investment in the Contract.

You should contact a competent tax advisor about the potential tax consequences
of a Market Value Adjustment, as no definitive guidance exists on the proper tax
treatment of Market Value Adjustments.

TAXATION OF ANNUITY PAYMENTS. Generally, the rule for income taxation of
annuity payments received from a non-Qualified Contract provides for the return
of your investment in the Contract in equal tax-free amounts over the payment
period. The balance of each payment received is taxable. For fixed annuity
payments, the amount excluded from income is determined by multiplying the
payment by the ratio of the investment in the Contract (adjusted for any refund
feature or period certain) to the total expected value of annuity payments for
the term of the Contract. The annuity payments will be fully taxable after the
total amount of the investment in the Contract is excluded using these ratios.
The federal tax treatment of annuity payments is unclear in some respects. As a
result, if the IRS should provide further guidance, it is possible that the
amount we calculate and report to the IRS as taxable could be different. If you
die, and annuity payments cease before the total amount of the investment in the
Contract is recovered, the unrecovered amount will be allowed as a deduction for
your last taxable year.

WITHDRAWALS AFTER THE PAYOUT START DATE. Federal tax law is unclear regarding
the taxation of any additional withdrawal received after the Payout Start Date.
It is possible that a greater or lesser portion of such a payment could be
taxable than the amount we determine.

18 PROSPECTUS

DISTRIBUTION AT DEATH RULES. In order to be considered an annuity contract for
federal income tax purposes, the Contract must provide:

.. if any Contract Owner dies on or after the Payout Start Date but before the
entire interest in the Contract has been distributed, the remaining portion of
such interest must be distributed at least as rapidly as under the method of
distribution being used as of the date of the Contract Owner's death;

.. if any Contract Owner dies prior to the Payout Start Date, the entire interest
in the Contract will be distributed within 5 years after the date of the
Contract Owner's death. These requirements are satisfied if any portion of the
Contract Owner's interest that is payable to (or for the benefit of) a
designated Beneficiary is distributed over the life of such Beneficiary (or
over a period not extending beyond the life expectancy of the Beneficiary) and
the distributions begin within 1 year of the Contract Owner's death. If the
Contract Owner's designated Beneficiary is the surviving spouse of the
Contract Owner, the Contract may be continued with the surviving spouse as the
new Contract Owner;

.. if the Contract Owner is a non-natural person, then the Annuitant will be
treated as the Contract Owner for purposes of applying the distribution at
death rules. In addition, a change in the Annuitant on a Contract owned by a
non-natural person will trigger the rules under death of the Contract Owner.

TAXATION OF ANNUITY DEATH BENEFITS. Death Benefit amounts are included in
income as follows:

.. if distributed in a lump sum, the amounts are taxed in the same manner as a
total withdrawal, or

.. if distributed under an Income Plan, the amounts are taxed in the same manner
as annuity payments.

PENALTY TAX ON PREMATURE DISTRIBUTIONS. A 10% penalty tax applies to the
taxable amount of any premature distribution from a non-Qualified Contract. The
penalty tax generally applies to any distribution made prior to the date you
attain age 59 1/2. However, no penalty tax is incurred on distributions:

.. made on or after the date the Contract Owner attains age 59 1/2,

.. made as a result of the Contract Owner's death or becoming totally disabled,

.. made in substantially equal periodic payments over the Contract Owner's life
or life expectancy, or over the joint lives or joint life expectancies of the
Contract Owner and the Beneficiary,

.. made under an immediate annuity, or

.. attributable to investment in the Contract before August 14, 1982.

You should consult a competent tax advisor to determine how these exceptions may
apply to your situation.

SUBSTANTIALLY EQUAL PERIODIC PAYMENTS. With respect to non-Qualified Contracts
using substantially equal periodic payments or immediate annuity payments as an
exception to the penalty tax on premature distributions, any additional
withdrawal or other material modification of the payment stream would violate
the requirement that payments must be substantially equal. Failure to meet this
requirement would mean that the income portion of each payment received prior to
the later of 5 years or the Contract Owner's attaining age 59 1/2 would be
subject to a 10% penalty tax unless another exception to the penalty tax
applied. The tax for the year of the modification is increased by the penalty
tax that would have been imposed without the exception, plus interest for the
years in which the exception was used. A material modification does not include
permitted changes described in published IRS rulings. You should consult a
competent tax advisor prior to creating or modifying a substantially equal
periodic payment stream.

TAX FREE EXCHANGES UNDER INTERNAL REVENUE CODE SECTION 1035. A 1035 exchange is
a tax-free exchange of a non-Qualified life insurance contract, endowment
contract or annuity contract into a non-Qualified annuity contract or, after
2009, into a qualified long-term care insurance contract. The contract owner(s)
must be the same on the old and new contract. Basis from the old contract
carries over to the new contract so long as we receive that information from the
relinquishing company. If basis information is never received, we will assume
that all exchanged funds represent earnings and will allocate no cost basis to
them.

PARTIAL EXCHANGES. The IRS has issued a ruling that permits partial exchanges
of annuity contracts. Under this ruling, if you take a withdrawal from a
receiving or relinquishing annuity contract within 24 months of the partial
exchange, then special aggregation rules apply for purposes of determining the
taxable amount of a distribution. The IRS has issued limited guidance on how to
aggregate and report these distributions. Effective June 30, 2008, a partial
exchange, from one deferred annuity contract to another deferred annuity
contract, will qualify for tax-deferral only if no amount is withdrawn or
surrendered from either contract for a period of 12 months. The 12 month period
begins on the date when exchange proceeds are treated as premiums paid for the
recipient contract. The tax-deferred exchange treatment will not be lost for
distributions during the 12 month period if one of the following exists:

.. made on or after the date the Contract Owner attains age 59 1/2,

.. made as a result of the Contract Owner's death or becoming totally disabled,

.. made as a result of the Annuitant's death when the Contract Owner is an
entity,

.. made as a result of the Contract Owner suffering a "life event" such as a
divorce or loss of employment,

19 PROSPECTUS

.. allocable to investment in the Contract before August 14, 1982, and

.. made from a qualified funding asset within the meaning of Code section 130(d)

If a distribution is taken from either contract during the 12-month period, and
none of the listed exceptions apply, the distribution retroactively negates the
1035 exchange. As a result, the amount originally transferred is subject to
taxation as a withdrawal and would be taxable to the extent of any gain in the
source contract. The 10% additional tax penalty would also apply unless the
Contract Owner was 59 1/2 or older. The IRS has not provided guidance on how to
report these taxable distributions. The IRS is expected to provide further
guidance; as a result, it is possible that the amount we calculate and report to
the IRS as taxable could be different. Your Contract may not permit partial
exchanges.

TAXATION OF OWNERSHIP CHANGES. If you transfer a non-Qualified Contract without
full and adequate consideration to a person other than your spouse (or to a
former spouse incident to a divorce), you will be taxed on the difference
between the Contract Value and the investment in the Contract at the time of
transfer. Any assignment or pledge (or agreement to assign or pledge) of the
Contract Value is taxed as a withdrawal of such amount or portion and may also
incur the 10% penalty tax.

AGGREGATION OF ANNUITY CONTRACTS. The Code requires that all non-Qualified
deferred annuity contracts issued by Allstate Life (or its affiliates) to the
same Contract Owner during any calendar year be aggregated and treated as one
annuity contract for purposes of determining the taxable amount of a
distribution.

INCOME TAX WITHHOLDING
Generally, Allstate Life is required to withhold federal income tax at a rate of
10% from all non-annuitized distributions. The customer may elect out of
withholding by completing and signing a withholding election form. If no
election is made, we will automatically withhold the required 10% of the taxable
amount. If no election is made or no U.S. taxpayer identification number is
provided we will automatically withhold the required 10% of the taxable amount.
In certain states, if there is federal withholding, then state withholding is
also mandatory.

Allstate Life is required to withhold federal income tax using the wage
withholding rates for all annuitized distributions. The customer may elect out
of withholding by completing and signing a withholding election form. If no
election is made, we will automatically withhold using married with three
exemptions as the default. If no U.S. taxpayer identification number is
provided, we will automatically withhold using single with zero exemptions as
the default. In certain states, if there is federal withholding, then state
withholding is also mandatory.

Election out of withholding is valid only if the customer provides a U.S.
residence address and taxpayer identification number.

Generally, Code Section 1441 provides that Allstate Life as a withholding agent
must withhold 30% of the taxable amounts paid to a non-resident alien. A
non-resident alien is someone other than a U.S. citizen or resident alien. We
require an original IRS Form W-8BEN at issue to certify the owners' foreign
status. Withholding may be reduced or eliminated if covered by an income tax
treaty between the U.S. and the non-resident alien's country of residence if the
payee provides a U.S. taxpayer identification number on a fully completed Form
W-8BEN. A U.S. taxpayer identification number is a social security number or an
individual taxpayer identification number ("ITIN"). ITINs are issued by the IRS
to non-resident alien individuals who are not eligible to obtain a social
security number. The U.S. does not have a tax treaty with all countries nor do
all tax treaties provide an exclusion or lower withholding rate for annuities.

TAX QUALIFIED CONTRACTS
The income on tax sheltered annuity (TSA) and IRA investments is tax deferred,
and the income from annuities held by such plans does not receive any additional
tax deferral. You should review the annuity features, including all benefits and
expenses, prior to purchasing an annuity as an IRA. Tax Qualified Contracts are
contracts purchased as or in connection with:

.. Individual Retirement Annuities (IRAs) under Code Section 408(b);

.. Roth IRAs under Code Section 408A;

.. Simplified Employee Pension (SEP IRA) under Code Section 408(k);

.. Savings Incentive Match Plans for Employees (SIMPLE IRA) under Code Section
408(p);

.. Tax Sheltered Annuities under Code Section 403(b);

.. Corporate and Self Employed Pension and Profit Sharing Plans under Code
Section 401; and

.. State and Local Government and Tax-Exempt Organization Deferred Compensation
Plans under Code Section 457.

Allstate Life reserves the right to limit the availability of the Contract for
use with any of the retirement plans listed above or to modify the Contract to
conform with tax requirements. If you use the Contract within an employer
sponsored qualified retirement plan or TSA, the plan may impose different or
additional conditions or limitations on withdrawals, waiver of charges, death
benefits, Payout Start Dates, income payments, and other Contract features. In
addition, adverse tax consequences may result if Qualified Plan and TSA limits
on distributions and other conditions are not met. Please consult your Qualified
Plan or TSA administrator for more information. Allstate Life no longer issues
deferred

20 PROSPECTUS

annuities to employer sponsored qualified retirement plans. Allstate Life has
currently suspended sales of deferred annuities to TSAs.

The tax rules applicable to participants with tax qualified annuities vary
according to the type of contract and the terms and conditions of the
endorsement. Adverse tax consequences may result from certain transactions such
as excess contributions, premature distributions, and, distributions that do not
conform to specified commencement and minimum distribution rules. Allstate Life
can issue an individual retirement annuity on a rollover or transfer of proceeds
from a decedent's IRA, TSA, or employer sponsored retirement plan under which
the decedent's surviving spouse is the beneficiary. Allstate Life does not offer
an individual retirement annuity that can accept a transfer of funds for any
other, non-spousal, beneficiary of a decedent's IRA, TSA, or employer sponsored
qualified retirement plan.

Please refer to your Endorsement for IRAs or 403(b) plans, if applicable, for
additional information on your death settlement options. In the case of certain
Qualified Plans, the terms of the Qualified Plan Endorsement and the plans may
govern the right to benefits, regardless of the terms of the Contract.

TAXATION OF WITHDRAWALS FROM AN INDIVIDUALLY OWNED TAX QUALIFIED CONTRACT. If
you make a partial withdrawal under a Tax Qualified Contract other than a Roth
IRA, the portion of the payment that bears the same ratio to the total payment
that the investment in the Contract (i.e., nondeductible IRA contributions)
bears to the Contract Value, is excluded from your income. We do not keep track
of nondeductible contributions, and generally all tax reporting of distributions
from Tax Qualified Contracts other than Roth IRAs will indicate that the
distribution is fully taxable.

"Qualified distributions" from Roth IRAs are not included in gross income.
"Qualified distributions" are any distributions made more than five taxable
years after the taxable year of the first contribution to any Roth IRA and which
are:

.. made on or after the date the Contract Owner attains age 59 1/2,

.. made to a beneficiary after the Contract Owner's death,

.. attributable to the Contract Owner being disabled, or

.. made for a first time home purchase (first time home purchases are subject to
a lifetime limit of $10,000).

"Nonqualified distributions" from Roth IRAs are treated as made from
contributions first and are included in gross income only to the extent that
distributions exceed contributions.

REQUIRED MINIMUM DISTRIBUTIONS. Generally, Tax Qualified Contracts (excluding
Roth IRAs) require minimum distributions upon reaching age 70 1/2. Failure to
withdraw the required minimum distribution will result in a 50% tax penalty on
the shortfall not withdrawn from the Contract. Effective December 31, 2005, the
IRS requires annuity contracts to include the actuarial present value of other
benefits for purposes of calculating the required minimum distribution amount.
These other benefits may include accumulation, income, or death benefits. Not
all income plans offered under the Contract satisfy the requirements for minimum
distributions. Because these distributions are required under the Code and the
method of calculation is complex, please see a competent tax advisor.

THE DEATH BENEFIT AND TAX QUALIFIED CONTRACTS. Pursuant to the Code and IRS
regulations, an IRA (e.g., traditional IRA, Roth IRA, SEP IRA and SIMPLE IRA)
may not invest in life insurance contracts. However, an IRA may provide a death
benefit that equals the greater of the purchase payments or the Contract Value.
The Contract offers a death benefit that in certain circumstances may exceed the
greater of the purchase payments or the Contract Value. We believe that the
Death Benefits offered by your Contract do not constitute life insurance under
these regulations.

It is also possible that certain death benefits that offer enhanced earnings
could be characterized as an incidental death benefit. If the death benefit were
so characterized, this could result in current taxable income to a Contract
Owner. In addition, there are limitations on the amount of incidental death
benefits that may be provided under Qualified Plans, such as in connection with
a TSA or employer sponsored qualified retirement plan.

Allstate Life reserves the right to limit the availability of the Contract for
use with any of the Qualified Plans listed above.

PENALTY TAX ON PREMATURE DISTRIBUTIONS FROM TAX QUALIFIED CONTRACTS. A 10%
penalty tax applies to the taxable amount of any premature distribution from a
Tax Qualified Contract. The penalty tax generally applies to any distribution
made prior to the date you attain age 59 1/2. However, no penalty tax is
incurred on distributions:

.. made on or after the date the Contract Owner attains age 59 1/2,

.. made as a result of the Contract Owner's death or total disability,

.. made in substantially equal periodic payments over the Contract Owner's life
or life expectancy, or over the joint lives or joint life expectancies of the
Contract Owner and the Beneficiary,

.. made after separation from service after age 55 (does not apply to IRAs),

.. made pursuant to an IRS levy,

.. made for certain medical expenses,

.. made to pay for health insurance premiums while unemployed (applies only for
IRAs),

21 PROSPECTUS

.. made for qualified higher education expenses (applies only for IRAs)

.. made for a first time home purchase (up to a $10,000 lifetime limit and
applies only for IRAs), and

.. from an IRA or attributable to elective deferrals under a 401(k) plan,
403(b) annuity, or certain similar arrangements made to individuals who
(because of their being members of a reserve component) are ordered or called
to active duty after Sept. 11, 2001, and before Dec. 31, 2007, for a period of
more than 179 days or for an indefinite period; and made during the period
beginning on the date of the order or call to duty and ending at the close of
the active duty period.

During the first 2 years of the individual's participation in a SIMPLE IRA,
distributions that are otherwise subject to the premature distribution penalty,
will be subject to a 25% penalty tax.

You should consult a competent tax advisor to determine how these exceptions may
apply to your situation.

SUBSTANTIALLY EQUAL PERIODIC PAYMENTS ON TAX QUALIFIED CONTRACTS. With respect
to Tax Qualified Contracts using substantially equal periodic payments as an
exception to the penalty tax on premature distributions, any additional
withdrawal or other material modification of the payment stream would violate
the requirement that payments must be substantially equal. Failure to meet this
requirement would mean that the income portion of each payment received prior to
the later of 5 years or the taxpayer's attaining age 59 1/2 would be subject to
a 10% penalty tax unless another exception to the penalty tax applied. The tax
for the year of the modification is increased by the penalty tax that would have
been imposed without the exception, plus interest for the years in which the
exception was used. A material modification does not include permitted changes
described in published IRS rulings. You should consult a competent tax advisor
prior to creating or modifying a substantially equal periodic payment stream.

INCOME TAX WITHHOLDING ON TAX QUALIFIED CONTRACTS. Generally, Allstate Life is
required to withhold federal income tax at a rate of 10% from all non-annuitized
distributions that are not considered "eligible rollover distributions." The
customer may elect out of withholding by completing and signing a withholding
election form. If no election is made, we will automatically withhold the
required 10% from the taxable amount. Since we cannot determine the taxable
amount of distributions from a Roth IRA, we will not automatically withhold 10%.
If you request withholding from a Roth IRA distribution, federal income tax
will be withheld on the entire amount distributed. In certain states, if there
is federal withholding, then state withholding is also mandatory. Allstate Life
is required to withhold federal income tax at a rate of 20% on all "eligible
rollover distributions" unless you elect to make a "direct rollover" of such
amounts to an IRA or eligible retirement plan. Eligible rollover distributions
generally include all distributions from Tax Qualified Contracts, including TSAs
but excluding IRAs, with the exception of:

.. required minimum distributions, or,

.. a series of substantially equal periodic payments made over a period of at
least 10 years, or,

.. a series of substantially equal periodic payments made over the life (joint
lives) of the participant (and beneficiary), or,

.. hardship distributions.

For all annuitized distributions that are not subject to the 20% withholding
requirement, Allstate Life is required to withhold federal income tax using the
wage withholding rates. The customer may elect out of withholding by completing
and signing a withholding election form. If no election is made, we will
automatically withhold using married with three exemptions as the default. If no
U.S. taxpayer identification number is provided, we will automatically withhold
the required 10% of the taxable amount. In certain states, if there is federal
withholding, then state withholding is also mandatory.

Election out of withholding is valid only if the customer provides a U.S.
residence address and taxpayer identification number.

CHARITABLE IRA DISTRIBUTIONS. The Pension Protection Act of 2006 Included a
charitable giving incentive permitting tax-free IRA distributions for charitable
purposes.

For distributions in tax years beginning after 2005 and before 2008, the Act
provides an exclusion from gross income, up to $100,000, for otherwise taxable
IRA distributions from a traditional or Roth IRA that are qualified charitable
distributions. To constitute a qualified charitable distribution, the
distribution must be made (1) directly by the IRA trustee to a certain qualified
charitable organizations and (2) on or after the date the

22 PROSPECTUS

IRA owner attains age 70 1/2. Distributions that are excluded from income
under this provision are not taken into account in determining the individual's
deduction, if any, for charitable contributions.

The IRS has indicated that an IRA trustee is not responsible for determining
whether a distribution to a charity is one that satisfies the requirements for
the new income tax exclusion added by the Pension Protection Act. As a result
the general rules for reporting IRA distributions apply.

INDIVIDUAL RETIREMENT ANNUITIES. Code Section 408(b) permits eligible
individuals to contribute to an individual retirement program known as an
Individual Retirement Annuity (IRA). Individual Retirement Annuities are subject
to limitations on the amount that can be contributed and on the time when
distributions may commence. Certain distributions from other types of qualified
retirement plans may be "rolled over" on a tax-deferred basis into an Individual
Retirement Annuity.

ROTH INDIVIDUAL RETIREMENT ANNUITIES. Code Section 408A permits eligible
individuals to make nondeductible contributions to an individual retirement
program known as a Roth Individual Retirement Annuity. Roth Individual
Retirement Annuities are subject to limitations on the amount that can be
contributed and on the time when distributions may commence.

Subject to certain limitations, a traditional Individual Retirement Account or
Annuity may be converted or "rolled over" to a Roth Individual Retirement
Annuity. For distributions after 2007, the Pension Protection Act of 2006 allows
distributions from qualified retirement plans including tax sheltered annuities
and governmental Section 457 plans to be rolled over directly into a Roth IRA,
subject to the usual rules that apply to conversions from a traditional IRA into
a Roth IRA. The income portion of a conversion or rollover distribution is
taxable currently, but is exempted from the 10% penalty tax on premature
distributions. An individual with adjusted gross income (AGI) of $100,000 or
more won't be able to rollover amounts from an eligible retirement plan into a
Roth IRA. Please note, however, that the $100,000 AGI limit will be eliminated
for tax years beginning after December 31, 2009. Effective January 1, 2005, the
IRS requires conversions of annuity contracts to include the actuarial present
value of other benefits for purposes of valuing the taxable amount of the
conversion.

ANNUITIES HELD BY INDIVIDUAL RETIREMENT ACCOUNTS (COMMONLY KNOWN AS CUSTODIAL

IRAS). Code Section 408 permits a custodian or trustee of an Individual
Retirement Account to purchase an annuity as an investment of the Individual
Retirement Account. If an annuity is purchased inside of an Individual
Retirement Account, then the Annuitant must be the same person as the beneficial
owner of the Individual Retirement Account.

If you have a contract issued as an IRA under Code Section 408(b) and request to
change the ownership to an IRA custodian permitted under Section 408, we will
treat a request to change ownership from an individual to a custodian as an
indirect rollover. We will send a Form 1099R to report the distribution and the
custodian should issue a Form 5498 for the contract value contribution.

Generally, the death benefit of an annuity held in an Individual Retirement
Account must be paid upon the death of the Annuitant. However, in most states,
the Contract permits the custodian or trustee of the Individual Retirement
Account to continue the Contract in the accumulation phase, with the Annuitant's
surviving spouse as the new Annuitant, if the following conditions are met:

1) The custodian or trustee of the Individual Retirement Account is the owner of
the annuity and has the right to the death proceeds otherwise payable under
the Contract;

2) The deceased Annuitant was the beneficial owner of the Individual Retirement
Account;

3) We receive a complete request for settlement for the death of the Annuitant;
and

4) The custodian or trustee of the Individual Retirement Account provides us
with a signed certification of the following:

(a) The Annuitant's surviving spouse is the sole beneficiary of the Individual
Retirement Account;

(b) The Annuitant's surviving spouse has elected to continue the Individual
Retirement Account as his or her own Individual Retirement Account; and

(c) The custodian or trustee of the Individual Retirement Account has
continued the Individual Retirement Account pursuant to the surviving spouse's
election.

SIMPLIFIED EMPLOYEE PENSION IRA. Code Section 408(k) allows eligible employers
to establish simplified employee pension plans for their employees using
individual retirement annuities. These employers may, within specified limits,
make deductible contributions on behalf of the employees to the individual
retirement annuities. Employers intending to use the Contract in connection with
such plans should seek competent tax advice.

SAVINGS INCENTIVE MATCH PLANS FOR EMPLOYEES (SIMPLE IRA). Code Section 408(p)
allows eligible employers with 100 or fewer employees to establish SIMPLE
retirement plans for their employees using individual retirement annuities. In
general, a SIMPLE IRA consists of a salary deferral program for eligible
employees and matching or nonelective contributions made by employers. Employers
intending to purchase the Contract as a SIMPLE IRA should seek competent tax and
legal advice. SIMPLE IRA plans must include the provisions of the Economic
Growth and Tax Relief

23 PROSPECTUS

Reconciliation Act of 2007 (EGTRRA) to avoid adverse tax consequences. If your
current SIMPLE IRA plan uses IRS Model Form 5304-SIMPLE with a revision date of
March 2002 or later, then your plan is up to date. If your plan has a revision
date prior to March 2002, please consult with your tax or legal advisor to
determine the action you need to take in order to comply with this requirement.

TO DETERMINE IF YOU ARE ELIGIBLE TO CONTRIBUTE TO ANY OF THE ABOVE LISTED IRAS
(TRADITIONAL, ROTH, SEP, OR SIMPLE), PLEASE REFER TO IRS PUBLICATION 590 AND
YOUR COMPETENT TAX ADVISOR.

TAX SHELTERED ANNUITIES. Code Section 403(b) provides tax-deferred retirement
savings plans for employees of certain non-profit and educational organizations.
Allstate Life has currently suspended sales of TSA contracts.

Under Section 403(b), any contract used for a 403(b) plan must provide that
distributions attributable to salary reduction contributions made after
12/31/88, and all earnings on salary reduction contributions, may be made only
on or after the date the employee:

.. attains age 59 1/2,

.. severs employment,

.. dies,

.. becomes disabled, or

.. incurs a hardship (earnings on salary reduction contributions may not be
distributed on account of hardship).

These limitations do not apply to withdrawals where Allstate Life is directed to
transfer some or all of the Contract Value to another 403(b) plan. Generally,
we do not accept funds in 403(b) contracts that are subject to the Employee
Retirement Income Security Act of 1974 (ERISA).

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS.

Section 401(a) of the Code permits corporate employers to establish various
types of tax favored retirement plans for employees. Self-employed individuals
may establish tax favored retirement plans for themselves and their employees
(commonly referred to as "H.R.10" or "Keogh"). Such retirement plans may permit
the purchase of annuity contracts. Allstate Life no longer issues annuity
contracts to employer sponsored qualified retirement plans.

There are two owner types for contracts intended to qualify under Section
401(a): a qualified plan fiduciary or an annuitant owner.

.. A qualified plan fiduciary exists when a qualified plan trust that is intended
to qualify under Section 401(a) of the Code is the owner. The qualified plan
trust must have its own tax identification number and a named trustee acting
as a fiduciary on behalf of the plan. The annuitant should be the person for
whose benefit the contract was purchased.

.. An annuitant owner exists when the tax identification number of the owner and
annuitant are the same, or the annuity contract is not owned by a qualified
plan trust. The annuitant should be the person for whose benefit the contract
was purchased.

If a qualified plan fiduciary is the owner of the contract, the qualified plan
must be the beneficiary so that death benefits from the annuity are distributed
in accordance with the terms of the qualified plan. Annuitant owned contracts
require that the beneficiary be the annuitant's spouse (if applicable), which is
consistent with the required IRS language for qualified plans under Section
401(a). A completed Annuitant Owned Qualified Plan Designation of Beneficiary
form is required in order to change the beneficiary of an annuitant owned
Qualified Plan contract.

STATE AND LOCAL GOVERNMENT AND TAX-EXEMPT ORGANIZATION DEFERRED COMPENSATION

PLANS. Section 457 of the Code permits employees of state and local governments
and tax-exempt organizations to defer a portion of their compensation without
paying current taxes. The employees must be participants in an eligible deferred
compensation plan. In eligible governmental plans, all assets and income must be
held in a trust/ custodial account/annuity contract for the exclusive benefit of
the participants and their beneficiaries. To the extent the Contracts are used
in connection with a non-governmental eligible plan, employees are considered
general creditors of the employer and the employer as owner of the Contract has
the sole right to the proceeds of the Contract. Under eligible 457 plans,
contributions made for the benefit of the employees will not be includible in
the employees' gross income until distributed from the plan. Allstate Life no
longer issues annuity contracts to employer sponsored qualified retirement
plans.

24 PROSPECTUS

ANNUAL REPORTS AND OTHER DOCUMENTS
- --------------------------------------------------------------------------------

Allstate Life's Annual Report on Form 10-K for the year ended December 31, 2007,
is incorporated herein by reference, which means that it is legally a part of
this prospectus.

After the date of this prospectus and before we terminate the offering of the
securities under this prospectus, all documents or reports we file with the SEC
under the Exchange Act are also incorporated herein by reference, which means
that they also legally become a part of this prospectus.

Statements in this prospectus, or in documents that we file later with the SEC
and that legally become a part of this prospectus, may change or supersede
statements in other documents that are legally part of this prospectus.
Accordingly, only the statement that is changed or replaced will legally be a
part of this prospectus.

We file our Exchange Act documents and reports, including our annual and
quarterly reports on Form 10-K and Form 10-Q, electronically on the SEC's
"EDGAR" system using the identifying number CIK No. 0000352736. The SEC
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.
The address of the site is http:// www.sec.gov. You also can view these
materials at the SEC's Public Reference Room at 100 F Street NE, Room 1580,
Washington, DC 20549-0102. For more information on the operations of the SEC's
Public Reference Room, call 1-800-SEC-0330.

If you have received a copy of this prospectus, and would like a free copy of
any document incorporated herein by reference (other than exhibits not
specifically incorporated by reference into the text of such documents), please
write or call us at P.O. Box 80469, Lincoln, NE 68501-0469 (telephone:
1-800-203-0068).

ANNUAL STATEMENTS
- --------------------------------------------------------------------------------

At least once a year prior to the Payout Start Date, we will send you a
statement containing information about your Contract Value. For more
information, please contact your financial representative or call our customer
support unit at 1-800-203-0068.

25 PROSPECTUS

APPENDIX A
MARKET VALUE ADJUSTMENT
- --------------------------------------------------------------------------------

The Market Value Adjustment is based on the following:

I = the 10 Year U.S. Treasury Note Constant Maturity Yield as reported in
Federal Reserve Board Statistical Release H.15 ("Treasury Rate") for
the week preceding commencement of the current Market Value
Adjustment Period.
N = the number of whole and partial years from the date we receive the
withdrawal request to the end of the current Market Value Adjustment
Period; and
J = the Treasury Rate for the week preceding the receipt of the
withdrawal request.

The Market Value Adjustment factor is determined from the following formula:

.9 X {(I - (J + 0.0025)} X N

To determine the Market Value Adjustment, we will multiply the Market Value
Adjustment factor by the amount (in excess of the Free Withdrawal Amount)
subject to the Market Value Adjustment.

EXAMPLES OF MARKET VALUE ADJUSTMENT

Purchase Payment: $10,000
Market Value Adjustment Period
Length: 7 years
Full Surrender: Beginning of Contract Year 4
Contract Value at time of full
surrender: $12,500

NOTE: These examples assume that premium taxes are not applicable.

EXAMPLE 1: (ASSUMES DECLINING INTEREST RATES)

Step 1. Calculate Contract Value at $12,500
End of Contract Year 3:

Step 2. Calculate the Amount in FREE WITHDRAWAL AMOUNT (.10 X 12,500) =
excess of Free Withdrawal Amount: $1,250
AMOUNT IN EXCESS: $12,500 - $1,250 =
$11,250

Step 3. Calculate the Withdrawal .06 X $11,250 = $675
Charge:

Step 4. Calculate the Market Value I = 4.5%
Adjustment: J = 4.2%
N = 4 years
Market Value Adjustment Factor: .9 X
(I-(J+.0025)) X N
= .9 X (.045 - (.042+.0025)) X 4 = .0020
Market Value Adjustment = Market Value
Adjustment Factor X Amount
Subject to Market Value Adjustment:
= .0020 X $11,250 = $22.50

Step 5. Calculate the amount $12,500 - $675 + $22.25 = $11,847.50
received by Contract Owners as a
result of full withdrawal at the
beginning of Contract Year 4:

EXAMPLE 2: (ASSUMES RISING INTEREST RATES)

Step 1. Calculate Contract Value at $12,500
the time of the withdrawal:

Step 2. Calculate the Amount in FREE WITHDRAWAL AMOUNT (.10 X 12,500) =
excess of Free Withdrawal Amount: $1,250
AMOUNT IN EXCESS: $12,500 - $1,250 =
$11,250

Step 3. Calculate the Withdrawal .06 X $11,250 = $675
Charge:

Step 4. Calculate the Market Value I = 4.5%
Adjustment: J = 4.8%
N = 4 years
Market Value Adjustment Factor: .9 X
(I-(J+.0025)) X N
= .9 X (.045 - (.048+.0025)) X 4 = -.0198
Market Value Adjustment = Market Value
Adjustment Factor X Amount
Subject to Market Value Adjustment:
= - .0198 X $11,250 = - $222.75

Step 5. Calculate the amount $12,500 - $675 - $222.75 = $11,602.25
received by Contract Owners as a
result of full withdrawal at the
beginning of Contract Year 4:

26 PROSPECTUS

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..................$32,400

Cost of printing and engraving.....$280,000

Legal fees.........................$15,000

Accounting fees....................$12,000

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.

(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
(Previously filed in Registrant's initial Form S-3 Registration Statement (File
No. 333-105331) dated May 16, 2003).

(5) (a) Opinion and Consent of General Counsel re: Legality (Previously filed in
Pre-Effective Amendment No. 1 to Registrant's Form S-3 (File No. 333-105331)
dated September 3, 2003).

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

(8) None

(11) None

(12) None

(15) None

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

(24) Powers of Attorney for David A. Bird, Michael B. Boyle,
James E. Hohmann, John C. Lounds, Samuel H. Pilch, John C. Pintozzi, George E.
Ruebenson, Eric A. Simonson, Kevin R. Slawin, Michael J. Velotta, Douglas B.
Welch, and Thomas J. Wilson, 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act
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.

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 30th day of April, 2008.

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
on the 30th day of April, 2008.

*/DAVID A. BIRD Director and Senior Vice President
- ---------------
David A. Bird

*/MICHAEL B. BOYLE Director and Senior Vice President
- ------------------
Michael B. Boyle

*/JAMES E. HOHMANN Director, President and Chief Executive Officer
- ------------------
James E. Hohmann (Principal Executive Officer)

*/JOHN C. LOUNDS Director and Senior Vice President
- ----------------
John C. Lounds

*/JOHN C. PINTOZZI Director, Senior Vice President and
- ------------------
John C. Pintozzi Chief Financial Officer
(Principal Financial Officer)

*/SAMUEL H. PILCH Controller and Group Vice President
- -----------------
Samuel H. Pilch (Principal Accounting Officer)

*/GEORGE E. RUEBENSON Director
- ---------------------
George E. Ruebenson

*/ERIC A. SIMONSON Director, Senior Vice President and
- ------------------
Eric A. Simonson Chief Investment Officer

*/KEVIN R. SLAWIN Director and Senior Vice President
- -----------------
Kevin R. Slawin

/s/MICHAEL J. VELOTTA Director, Senior Vice President, General Counsel and
- ---------------------
Michael J. Velotta Secretary

*/DOUGLAS B. WELCH Director and Senior Vice President
- ------------------
Douglas B. Welch

*/THOMAS J. WILSON Director and Chairman of the Board
- ------------------
Thomas J. Wilson

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

EXHIBIT LIST

The following exhibits are filed herewith:

Exhibit No. Description

Ex (5)(b) Opinion and Consent of General Counsel re: Legality

Ex 23 Consent of Independent Registered Public Accounting Firm

Ex (24) Powers of Attorney for David A. Bird, Michael B. Boyle,
James E. Hohmann, John C. Lounds, Samuel H. Pilch, John C.
Pintozzi, George E. Ruebenson, Eric A. Simonson, Kevin R. Slawin,
Michael J. Velotta, Douglas B. Welch, and Thomas J. Wilson

Ex 99 Experts

                                  April 30, 2008


Allstate Life Insurance Company
3100 Sanders Road, Suite J5B
Northbrook, Illinois 60062

         Re: Allstate Life Insurance Company
              Initial Registration Statement on Form S-3


Dear Sirs:


This opinion is furnished in connection with the initial filing of the
Registration Statement on Form S-3 ("Registration Statement") by Allstate Life
Insurance Company (the "Company") as Registrant with the Securities and Exchange
Commission covering the Allstate(R) MarketSmart Annuity Contract described
therein (the "Contract"). 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 April 30th 2008:

         1. 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.

         2. 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

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  13,  2008,  (which  report  expresses  an
unqualified  opinion and includes an explanatory  paragraph relating to a change
in method of  accounting  for  uncertainty  in income taxes and  accounting  for
deferred  acquisition  costs  associated  with  internal  replacements  in 2007)
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, 2007, 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
April 25, 2008

                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                         ALLSTATE LIFE INSURANCE COMPANY
                                   (DEPOSITOR)


The undersigned director of Allstate Life Insurance Company constitutes and
appoints Michael J. Velotta, 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.

December 6, 2007

/s/ JAMES E. HOHMANN
- ----------------------------------------
James E. Hohmann
Director, President and Chief Executive Officer





                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                         ALLSTATE LIFE INSURANCE COMPANY
                                   (DEPOSITOR)


The undersigned director of Allstate Life Insurance Company constitutes and
appoints James E. Hohmann 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.

December 6, 2007

/s/ MICHAEL B. BOYLE
- ---------------------------------
Michael B. Boyle
Director and Senior Vice President





                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                         ALLSTATE LIFE INSURANCE COMPANY
                                   (DEPOSITOR)


The undersigned director of Allstate Life Insurance Company constitutes and
appoints James E. Hohmann 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.

December 6, 2007


/s/ GEORGE E. RUEBENSON
- ---------------------------------
George E. Ruebenson
Director





                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                         ALLSTATE LIFE INSURANCE COMPANY
                                   (DEPOSITOR)


The undersigned director of Allstate Life Insurance Company constitutes and
appoints James E. Hohmann 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.

December 6, 2007

/s/ SAMUEL H. PILCH
- ----------------------------
Samuel H. Pilch
Group Vice President and Controller





                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                         ALLSTATE LIFE INSURANCE COMPANY
                                   (DEPOSITOR)


The undersigned director of Allstate Life Insurance Company constitutes and
appoints James E. Hohmann 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.

December 6, 2007

/s/ JOHN C. PINTOZZI
- ---------------------------------
John C. Pintozzi
Director, Senior Vice President and Chief Financial Officer





                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                         ALLSTATE LIFE INSURANCE COMPANY
                                   (DEPOSITOR)


The undersigned director of Allstate Life Insurance Company constitutes and
appoints James E. Hohmann 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.

December 6, 2007

/s/ ERIC A. SIMONSON
- --------------------------------
Eric A. Simonson
Director, Senior Vice President and Chief Investment Officer





                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                         ALLSTATE LIFE INSURANCE COMPANY
                                   (DEPOSITOR)


The undersigned director of Allstate Life Insurance Company constitutes and
appoints James E. Hohmann 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.

December 6, 2007

/s/ KEVIN R. SLAWIN
- --------------------------------
Kevin R. Slawin
Director and Senior Vice President





                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                         ALLSTATE LIFE INSURANCE COMPANY
                                   (DEPOSITOR)


The undersigned director of Allstate Life Insurance Company constitutes and
appoints James E. Hohmann 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.

December 6, 2007

/s/ DAVID A. BIRD
- ---------------------------
David A. Bird
Director and Senior Vice President





                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                         ALLSTATE LIFE INSURANCE COMPANY
                                   (DEPOSITOR)


The undersigned director of Allstate Life Insurance Company constitutes and
appoints James E. Hohmann and John C. Pintozzi, 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.

December 6, 2007

/s/ MICHAEL J. VELOTTA
- ----------------------------------
Michael J. Velotta
Director, Senior Vice President, General Counsel and Secretary





                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                         ALLSTATE LIFE INSURANCE COMPANY
                                   (DEPOSITOR)


The undersigned director of Allstate Life Insurance Company constitutes and
appoints James E. Hohmann 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.

December 6, 2007

/s/ DOUGLAS B. WELCH
- ---------------------------------
Douglas B. Welch
Director and Senior Vice President





                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                         ALLSTATE LIFE INSURANCE COMPANY
                                   (DEPOSITOR)


The undersigned director of Allstate Life Insurance Company constitutes and
appoints James E. Hohmann 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.

December 6, 2007

/s/ THOMAS J. WILSON, II
- ------------------------------------
Thomas J. Wilson, II
Director and Chairman of the Board





                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                         ALLSTATE LIFE INSURANCE COMPANY
                                   (DEPOSITOR)


The undersigned director of Allstate Life Insurance Company constitutes and
appoints James E. Hohmann 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.

December 6, 2007

/s/ JOHN C. LOUNDS
- ----------------------------------------
John C. Lounds
Director and Senior Vice President

EXPERTS

The financial statements and the related financial statement schedules, incorporated in this prospectus by reference from the Allstate Life Insurance Company’s Annual Report on Form 10-K for the year ended December 31, 2007, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report (which report expresses an unqualified opinion and includes an explanatory paragraph relating to a change in method of accounting for uncertainty in income taxes and accounting for deferred acquisition costs associated with internal replacements in 2007), which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.