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LeBoeuf, Lamb, Greene & MacRae
L.L.P.
A Limited Liability Partnership Including Professional Corporations
NEW YORK 125 West 55th Street LONDON
WASHINGTON, D.C. New York, NY 10019-5389 (A LONDON-BASED
ALBANY (212) 424-8000 MULTINATIONAL
BOSTON Facsimile: (212) 424-8500 PARTNERSHIP)
DENVER Direct Dial: (212) 424-8137 PARIS
HARRISBURG BRUSSELS
HARTFORD JOHANNESBURG
HOUSTON (PTY) LTD.
JACKSONVILLE MOSCOW
LOS ANGELES RIYADH
NEWARK (AFFILIATED OFFICE)
PITTSBURGH TASHKENT
SALT LAKE CITY BISHKEK
SAN FRANCISCO ALMATY
BEIJING
June 10, 2003
BY FACSIMILE AND EDGAR
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U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Mail Stop 3-9
Washington, D.C. 20549
Re: Withdrawal of Registration Statement on Form S-1/S-3 filed by
Allstate Life Global Funding and Allstate Life Insurance Company
(File Nos. 333-101424 and 333-101424-01)
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Dear Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the
"Securities Act"), Allstate Life Global Funding and Allstate Life Insurance
Company (the "Registrants") hereby request withdrawal of their Registration
Statement on Form S-1/S-3, together will all exhibits thereto (the "Registration
Statement"), filed on November 22, 2002 (File Nos. 333-101424 and 333-101424-01)
pursuant to the Securities Act. The Registrants request an order granting the
withdrawal of the Registration Statement be issued by the U.S. Securities and
Exchange Commission (the "Commission") as soon as possible.
The Registration Statement has not been declared effective by the
Commission and no securities have been sold under the Registration Statement.
The Registrants have decided not to proceed with the offering contemplated by
the Registration Statement at this time. Allstate Life Insurance Company may
undertake a subsequent private offering.
The Registrants request that in accordance with Rule 457(p) of the
Securities Act that all fees paid to the Commission in connection with the
filing of the Registration Statement be credited to the account of Allstate Life
Insurance Company for future use.
U.S. Securities and Exchange Commission
June 10, 2003
Page 2
Please contact me at (212) 424-8137 with any questions you have
regarding this matter.
Best regards,
/s/ Joseph L. Seiler III
Joseph L. Seiler III
AGREED TO AND ACKNOWLEDGED BY:
ALLSTATE LIFE GLOBAL FUNDING
By: AMACAR Pacific Corp., not in its individual
capacity but solely as Administrator
By: /s/ Douglas K. Johnson
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Name: Douglas K. Johnson
Title: President
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Michael J. Velotta
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Name: Michael J. Velotta
Title: Senior Vice President, Secretary
& General Counsel