ALLSTATE LIFE INSURANCE CO SEPARATE ACCOUNT A
497, 1999-05-18
Previous: UMPQUA HOLDINGS CORP, 10-Q/A, 1999-05-18
Next: NORTHWEST ALUMINUM SPECIALTIES INC, 10-Q, 1999-05-18




                           THE PUTNAM ALLSTATE ADVISOR


                        Allstate Life Insurance Company
                         Prospectus dated April 30, 1999
                               3100 Sanders Road
                           Northbrook, Illinois 60062
                        Telephone Number: 1-800/390-1277


Allstate Life Insurance  Company  ("Allstate")  is offering The Putnam  Allstate
Advisor,  an individual and group flexible  premium  deferred  variable  annuity
contract  ("Contract").  This prospectus contains information about the Contract
that you should know before investing. Please keep it for future reference.

The  Contract   currently   offers  25  investment   alternatives   ("investment
alternatives").  The  investment  alternatives  include 3 fixed account  options
("Fixed Account Options") and 22 variable sub-accounts ("Variable Sub-Accounts")
of the Allstate Life Insurance Company Separate Account A ("Variable  Account").
Each Variable  Sub-Account  invests exclusively in the class IB shares of one of
the following mutual fund portfolios ("Funds") of Putnam Variable Trust:
<TABLE>
<CAPTION>

<S>                                                            <C>
       Putnam VT Asia Pacific Growth Fund                      Putnam VT International New Opportunities Fund
       Putnam VT Diversified Income Fund                       Putnam VT Investors Fund
       Putnam VT The George Putnam Fund of Boston              Putnam VT Money Market Fund
       Putnam VT Global Asset Allocation Fund                  Putnam VT New Opportunities Fund
       Putnam VT Global Growth Fund                            Putnam VT New Value Fund
       Putnam VT Growth and Income Fund                        Putnam VT OTC & Emerging Growth Fund
       Putnam VT Health Sciences Fund                          Putnam VT Research Fund
       Putnam VT High Yield Fund                               Putnam VT Small Cap Value Fund
       Putnam VT Income Fund                                   Putnam VT Utilities Growth and Income Fund
       Putnam VT International Growth Fund                     Putnam VT Vista Fund
       Putnam VT International Growth and Income Fund          Putnam VT Voyager Fund

</TABLE>

We (Allstate) have filed a Statement of Additional Information, dated April 30 ,
1999,  with the Securities  and Exchange  Commission  ("SEC").  It contains more
information  about the Contract and is incorporated  herein by reference,  which
means  that it is  legally  a part of this  prospectus.  Its  table of  contents
appears on page 31 of this prospectus.  For a free copy, please write or call us
at  the  address  or  telephone  number  above,  or go to  the  SEC's  Web  site
(http://www.sec.gov).  You can find other  information  and documents  about us,
including  documents that are legally part of this prospectus,  at the SEC's Web
site.

IMPORTANT NOTICES

The  Securities  and Exchange  Commission  has not approved or  disapproved  the
securities  described in this  prospectus,  nor has it passed on the accuracy or
the adequacy of this prospectus. Any one 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 by
such institutions or any federal regulatory agency.  Investment in the Contracts
involves investment risks, including possible loss of principal.

                         The Contracts are not FDIC insured.


<PAGE>


TABLE OF CONTENTS

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




Overview                                                               Page

   Important Terms....................................................  3
   The Contract At A Glance ..........................................  4
   How the Contract Works.............................................  6
   Expense Table......................................................  7
   Financial Information.............................................. 11


Contract Features

   The Contract....................................................... 12
   Purchases.......................................................... 13
   Contract Value..................................................... 14
   Investment Alternatives............................................ 15
            The Variable Sub-Accounts................................. 15
            The Fixed Account Options................................. 16
            Transfers................................................. 16
   Expenses........................................................... 18
   Access To Your Money............................................... 20
   Income Payments.................................................... 21
   Death Benefits..................................................... 24

Other Information

   More Information................................................... 26
   Taxes.............................................................. 28
   Performance Information............................................ 30
   Statement of Additional Information Table of Contents ............. 31
Appendix A ...........................................................A-1



<PAGE>


IMPORTANT TERMS

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



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

                                                                         Page
Accumulation Phase......................................................  6
Accumulation Unit ...................................................... 11
Accumulation Unit Value ................................................ 11
Allstate ("We").........................................................  1
Annuitant............................................................... 12
Automatic Additions Program............................................. 13
Automatic Fund Rebalancing Program...................................... 17
Beneficiary ............................................................  6
Cancellation Period ....................................................  4
*Contract ..............................................................  1
Contract Anniversary....................................................  4
Contract Owner ("You") .................................................  6
Contract Value ......................................................... 14
Contract  Year..........................................................  5
Dollar Cost Averaging Program........................................... 17
Due Proof of Death...................................................... 24
Enhanced Beneficiary Protection Option.................................. 24
Fixed Account Options ..................................................  1
Free Withdrawal Amount ................................................. 19
Funds...................................................................  1
Guarantee  Period ...................................................... 16
Income Base............................................................. 23
Income Plan ............................................................ 21
Investment Alternatives ................................................  1
Issue Date .............................................................  6
Maximum Anniversary Value............................................... 24
Payout Phase............................................................  6
Payout Start Date ...................................................... 21
Retirement Income Guarantee Rider....................................... 22
Right to Cancel ........................................................ 13
SEC.....................................................................  1
Settlement  Value ...................................................... 25
Systematic Withdrawal Program .......................................... 20
Valuation Date.......................................................... 13
Variable Account .......................................................  1
Variable Sub-Account ...................................................  1

* In certain states the Contract is available only as a group Contract. In those
states  we issue you a  certificate  that  represents  your  ownership  and that
summarizes  the  provisions of the group  Contract.  References to "Contract" in
this prospectus include certificates, unless the context requires otherwise.




<PAGE>


THE CONTRACT AT A GLANCE

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


The following is a snapshot of the  Contract.  Please read the remainder of this
prospectus for more information.

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

Flexible Payments

You can  purchase  a  Contract  with as  little as  $1,000  ($500 for  Qualified
Contracts,  which are Contracts  issued with a qualified  plan).  You can add to
your  Contract  as often and as much as you like,  but each  payment  must be at
least  $500  ($50 for  automatic  payments).  We may  limit  the  amount  of any
additional  purchase  payment to a maximum of  $1,000,000.  You must  maintain a
minimum account size of $1,000.

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


Right to  Cancel

You may cancel your  Contract  within 20 days of receipt or any longer period as
your state may  require  ("Cancellation  Period").  Upon  cancellation,  we will
return your  purchase  payments  adjusted,  to the extent state law permits,  to
reflect the  investment  experience  of any amounts  allocated  to the  Variable
Account.

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

Expenses 

     You will bear the following expenses:

     o    Mortality  and expense risk charge equal to 1.25% of average daily net
          assets (a higher amount applies if you select the Enhanced Beneficiary
          Protection Option)

     o    If you select a  Retirement  Income  Guarantee  Rider you would pay an
          additional fee at the annual rate of 0.05% or 0.30%  (depending on the
          option  you  select)  of the  Income  Base  in  effect  on a  Contract
          anniversary ("Contract Anniversary")

     o    Annual contract  maintenance charge of $30 (waived in certain cases) 

     o    Withdrawal  charges  ranging  from  0%  to  7%  of  purchase  payments
          withdrawn (with certain exceptions)

     o    Transfer  fee  equal to 0.50% of the  amount  transferred  after  12th
          transfer in any year

     o    State premium tax (if your state imposes one)

          In addition,  each Fund pays expenses that you will bear indirectly if
          you invest in a Variable Sub-Account.

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

 Investment Alternatives  

     The Contract offers 25 investment alternatives including:

     o    3 Fixed Account Options (which credit interest at rates we guarantee)

     o    22 Variable  Sub-Accounts  investing  in Funds  offering  professional
          money management by Putnam Investment Management, Inc.

    To find out current rates being paid on the Fixed Account Options, or to
    find out how the Variable Sub-Accounts have performed, please call us at
    1-800/390-1277.


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



<PAGE>



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

Special Services                

For your convenience, we offer these special services:


  o   Automatic Fund Rebalancing Program
  o   Automatic Additions Program
  o   Dollar Cost Averaging Program
  o   Systematic Withdrawal Program



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

Income Payments

     You can choose  fixed  income  payments,  variable  income  payments,  or a
     combination of the two. You can receive your income  payments in one of the
     following ways:

          o    life income with guaranteed payments

          o    a joint and survivor life income with guaranteed payments

          o    guaranteed payments for a specified period (5 to 30 years)

     Allstate also offers 2 Retirement Income Guarantee Riders that allow you to
     lock in a dollar amount that you can apply  towards fixed income  payments.

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

Death  Benefits 

     If you die before  the Payout  Start  Date,  we will pay the death  benefit
     described in the Contract. We also offer an Enhanced Beneficiary Protection
     Option.

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

Transfers 

     Before  the  Payout  Start  Date,  you may  transfer  your  Contract  value
     ("Contract  Value")  among  the  investment   alternatives,   with  certain
     restrictions.  The  minimum  amount you may  transfer is $100 or the amount
     remaining in the investment alternative, if less.

     A charge may apply after the 12th transfer in each Contract year ("Contract
     Year"), which we measure from the date we issue your Contract or a Contract
     Anniversary.


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

Withdrawals  

     You may withdraw some or all of your Contract Value at anytime prior to the
     Payout Start Date. In general,  you must withdraw at least $50 at a time. A
     10% federal tax  penalty  may apply if you  withdraw  before you are 59 1/2
     years old. A withdrawal charge also may apply.

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




<PAGE>


HOW THE CONTRACT WORKS

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


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 up to 25 investment  alternatives  and
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.  During the  Accumulation  Phase, you may
allocate your purchase payments to any combination of the Variable  Sub-Accounts
and/or Fixed Account Options. If you invest in any of the Fixed Account Options,
you will earn a fixed  rate of  interest  that we declare  periodically.  If you
invest in any of the Variable Sub-Accounts,  your investment return will vary up
or down depending on the performance of the corresponding Funds.

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  on page 21.  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 payment required by the Income Plan you select.
During the  Payout  Phase,  if you  select a fixed  income  payment  option,  we
guarantee the amount of your payments,  which will remain fixed. If you select a
variable  income  payment  option,   based  on  one  or  more  of  the  Variable
Sub-Accounts,  the amount of your payments will vary up or down depending on the
performance of the corresponding Funds. 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.

<TABLE>
<CAPTION>

<S>                <C>                           <C>                <C>                  <C>              <C>  
Effective                                        Payout Start
   Date            Accumulation Phase                Date          Payout Phase

o-------------------------------------------------------------------------------------------------------------------------->
|                  You save for retirement              |                                    |                   ?


You buy                                          You start receiving income            You can receive      Or you can
a Contract                                       payments or receive a lump            income payments      receive income
                                                 sum payment                           for a set period     payments for life

</TABLE>

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 there is 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 a death benefit to any surviving  Contract  Owner or, if there is none,
to your Beneficiary. See "Death Benefits."

Please call us at 1-800/390-1277 if you have any question about how the Contract
works.




<PAGE>



EXPENSE TABLE

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



The table below lists the  expenses  that you will bear  directly or  indirectly
when you buy a Contract.  The table and the examples  that follow do not reflect
premium  taxes  that may be  imposed  by the state  where you  reside.  For more
information  about Variable Account  expenses,  see "Expenses,"  below. For more
information about Fund expenses, please refer to the accompanying prospectus for
the Funds.


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

   CONTRACT Owner TRANSACTION EXPENSES

   Withdrawal Charge (as a percentage of purchase payments withdrawn)*

   Number of  Complete Years
   Since Purchase
   Payment Accepted       0    1   2    3     4        5        6       7+

   Applicable Charge:     7%   7%  6%   5%    4%       3%      2%       0%

   Annual Contract Maintenance Charge...............$30.00**
   Transfer Fee.............................0.50% of the amount transferred***
                                       (applied soley to the thirteenth and 
                               subsequent transfers within a Contract Year)

*    Each  Contract  Year,  you may  withdraw up to the greater of earnings  not
     previously  withdrawn  or 15%  of  your  total  purchase  payments  without
     incurring a withdrawal charge.

**   Waived in certain cases. See "Expenses."

***  Excluding  transfers  due to  dollar  cost  averaging  and  automatic  fund
     rebalancing.

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

   VARIABLE ACCOUNT ANNUAL EXPENSES
   (as a percentage of average daily net asset value deducted from each
    Variable Sub-Account)

   Mortality and Expense Risk Charge................................1.25%*
   Administrative Charge............................................0.00%
   Total Variable Account Annual Expenses...........................1.25%


<PAGE>


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

   * If you select the Enhanced Beneficiary Protection Option, the mortality and
   expense risk charge will be equal to 1.40% of your  Contract's  average daily
   net  assets  in the  Variable  Account.  

Retirement Income Guarantee Rider Expenses

If you select a Retirement  Income  Guarantee Rider, you would pay an additional
fee at the annual rate of 0.05% or 0.30% (depending on the Option you select) of
the Income  Base in effect on a Contract  Anniversary.  See  "Retirement  Income
Guarantee Riders" for details.


   ---------------------------------------------------------------------------
   FUND ANNUAL EXPENSES (After Voluntary  Reductions and  Reimbursements) (as a
    percentage of Fund average daily net assets)(1)

<TABLE>
<CAPTION>

                                                     Management        12b-1          Other      Total Annual 
   Fund                                                Fees             Fees         Expenses    Fund Expenses(1)
   ----                                                ----             ----         --------    -----------------
<S>                                                  <C>             <C>             <C>         <C>
   Putnam VT Asia Pacific Growth Fund                  0.80%            0.15%        0.32%       1.27%
   Putnam VT Diversified Income Fund                   0.67%            0.15%        0.11%       0.93%
   Putnam VT The George Putnam Fund of Boston(2)       0.65%            0.15%        0.36%       1.16%
   Putnam VT Global Asset Allocation Fund              0.65%            0.15%        0.13%       0.93%
   Putnam VT Global Growth Fund                        0.60%            0.15%        0.12%       0.87%
   Putnam VT Growth and Income Fund                    0.46%            0.15%        0.04%       0.65%
   Putnam VT Health Sciences Fund(2)                   0.70%            0.15%        0.34%       1.19%
   Putnam VT High Yield Fund                           0.64%            0.15%        0.07%       0.86%
   Putnam VT Income Fund                               0.60%            0.15%        0.07%       0.87%
   Putnam VT International Growth Fund                 0.80%            0.15%        0.27%       1.22%
   Putnam VT International Growth and Income Fund      0.80%            0.15%        0.19%       1.14%
   Putnam VT International New Opportunities Fund(2)   1.20%            0.15%        0.68%       2.01%
   Putnam VT Investors Fund(2)                         0.65%            0.15%        0.33%       1.13%
   Putnam VT Money Market Fund                         0.45%            0.15%        0.08%       0.68%
   Putnam VT New Opportunities Fund                    0.56%            0.15%        0.05%       0.76%
   Putnam VT New Value Fund                            0.70%            0.15%        0.11%       0.96%
   Putnam VT OTC & Emerging Growth Fund(2)             0.70%            0.15%        0.34%       1.19%
   Putnam VT Research Fund(2)                          0.65%            0.15%        0.48%       1.28%
   Putnam VT Small Cap Value Fund(3)                   0.80%            0.15%        0.59%       1.54%
   Putnam VT Utilities Growth and Income Fund          0.65%            0.15%        0.07%       0.87%
   Putnam VT Vista Fund                                0.65%            0.15%        0.12%       0.92%
   Putnam VT Voyager Fund                              0.54%            0.15%        0.04%       0.73%

- -------------------
</TABLE>

(1)  Since the funds have not offered  Class IB shares for a full  fiscal  year,
     figures  shown in the table (except for Putnam VT Small Cap Value Fund) are
     for the period  ended  December  31,  1998 and are  estimates  based on the
     corresponding  expenses  for the fund's  Class A shares for the last fiscal
     year.  Each Fund  commenced  operations  on April 30, 1998,  except for the
     Putnam VT Diversified Income,  Growth and Income, and International  Growth
     Funds, which commenced  operations on April 6, 1998, the Putnam VT Research
     Fund,  which  commenced  operations  September 30, 1998,  and the Putnam VT
     Small Cap Fund, which commenced operations on April 30, 1999. Figures shown
     in the table  include  amounts paid through  expense  offset and  brokerage
     service arrangements.

(2)  Absent voluntary reductions and reimbursements for certain Funds,  advisory
     fees,  other  expenses,  and total  annual  fund  expenses  expressed  as a
     percentage of average net assets of the Funds would have been as follows:
<TABLE>
<CAPTION>

<S>                                                    <C>              <C>         <C>          <C>  
     Putnam VT The George Putnam Fund of Boston        0.65%            0.15%       0.36%        1.16%
     Putnam VT Health Sciences Fund                    0.70%            0.15%       0.34%        1.19%
     Putnam VT International New Opportunities Fund    1.20%            0.15%       0.68%        2.03%
     Putnam VT Investors Fund                          0.65%            0.15%       0.33%        1.13%
     Putnam VT OTC & Emerging Growth Fund              0.70%            0.15%       0.34%        1.19%
     Putnam VT Research Fund                           0.65%            0.15%       0.48%        1.28%
</TABLE>

(3)  Putnam VT Small Cap Value Fund commenced  operations on April 30, 1999, the
     management fee, other expenses and total annual fund operating expenses are
     based on estimates for the fund's first full fiscal year.

<PAGE>



EXAMPLE 1 

The  example  below  shows the  dollar  amount of  expenses  that you would bear
directly or indirectly if you:

o    invested a $1,000 in a Variable Sub-Account,

o    earned a 5% annual return on your investment, 

o    surrendered  your  Contract,  or  began  receiving  income  payments  for a
     specified  period of less than 120 months,  at the end of each time period;
     and

o    elect Retirement Income Guarantee Rider 2 (assuming Income Base B).


The example does not include any taxes or tax  penalties  you may be required to
pay if you surrender your Contract.

SUB-ACCOUNT                                        1 YEAR             3 YEARS
- -----------                                        ------             -------

Putnam Asia Pacific  Growth                          $89               $134
Putnam  Diversified  Income                          $86               $123
The George  Putnam Fund                              $88               $130
Putnam  Global Asset  Allocation                     $86               $123
Putnam  Global Growth                                $85               $121
Putnam Growth and Income                             $83               $115
Putnam Health  Sciences                              $78               $100
Putnam High Yield                                    $95               $152
Putnam  Income                                       $85               $121
Putnam  International Growth                         $89               $132
Putnam  International  Growth and Income             $88               $130
Putnam  International New Opportunities              $97               $156
Putnam Investors                                     $85               $121
Putnam Money Market                                  $92               $142
Putnam New  Opportunities                            $88               $129
Putnam New Value                                     $83               $116
Putnam OTC & Emerging  Growth                        $89               $134
Putnam  Research                                     $84               $118
Putnam  Small Cap Value                              $86               $124
Putnam Utilities Growth and Income                   $88               $131
Putnam Vista                                         $86               $123
Putnam Voyager                                       $84               $117



<PAGE>



EXAMPLE 2

Same  assumptions  as Example 1 above,  except that you decided not to surrender
your Contract, or you began receiving income payments for at least 120 months if
under an Income Plan for a specified period, at the end of each period.

SUB-ACCOUNT                                       1 YEAR            3 YEARS
- -----------                                       ------            -------

Putnam Asia Pacific  Growth                         $30               $ 91
Putnam  Diversified  Income                         $26               $ 81
The George  Putnam Fund                             $29               $ 88
Putnam  Global Asset  Allocation                    $26               $ 81
Putnam  Global Growth                               $26               $ 79
Putnam Growth and Income                            $23               $ 72
Putnam Health  Sciences                             $19               $ 58
Putnam High Yield                                   $36               $109
Putnam  Income                                      $26               $ 79
Putnam  International Growth                        $29               $ 90
Putnam  International  Growth and Income            $28               $ 87
Putnam  International New Opportunities             $37               $114
Putnam Investors                                    $26               $ 79
Putnam Money Market                                 $32               $ 99
Putnam New  Opportunities                           $28               $ 87
Putnam New Value                                    $24               $ 73
Putnam OTC & Emerging  Growth                       $30               $ 91
Putnam  Research                                    $24               $ 76
Putnam  Small Cap Value                             $26               $ 82
Putnam Utilities Growth and Income                  $29               $ 89
Putnam Vista                                        $26               $ 80
Putnam Voyager                                      $24               $ 75


Please  remember  that you are looking at examples and not a  representation  of
past or future expenses. Your actual expenses may be lower or greater than those
shown  above.  Similarly,  your rate of return may be lower or greater  than 5%,
which  is  not  guaranteed.  The  above  examples  assume  the  election  of the
Retirement  Income Guarantee Rider 2 and that Income Base B is applied.  If that
Rider were not elected, the expense figures shown above would be slightly lower.
To reflect the  contract  maintenance  charge in the  examples,  we estimated an
equivalent  percentage  charge,  based on an assumed  average  Contract  size of
$45,000.



<PAGE>



FINANCIAL INFORMATION

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



To measure the value of your investment in the Variable  Sub-Accounts during the
Accumulation  Phase, we use a unit of measure we call the  "Accumulation  Unit."
Each Variable  Sub-Account  has a separate value for its  Accumulation  Units we
call "Accumulation Unit Value." Accumulation Unit Value is analogous to, but not
the same as, the share price of a mutual fund.

The Variable  Account  commenced  operations as of the date of this  prospectus.
Accordingly,   there  are  no  Accumulation   Unit  Values  or  other  financial
information to report for the Variable Account.

The combined  statutory  basis  financial  statements of Allstate  appear in the
Statement of Additional  Information.  


<PAGE>



THE CONTRACT

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


CONTRACT OWNER

The Putnam Allstate  Advisor is a contract  between you, the Contract Owner, and
Allstate,  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):

o the investment  alternatives  during the Accumulation and Payout Phases, 
o the amount and timing of your purchase payments and withdrawals,  
o the programs you want to use to invest or withdraw  money,  
o the income payment plan you want to use to receive  retirement  income, 
o the Annuitant  (either yourself or someone else) on whose life the income
  payments will be based,
o the Beneficiary or Beneficiaries who will receive the benefits that the
  Contract provides when the last surviving Contract Owner or the Annuitant 
  dies, and
o any other rights that the Contract provides.

If you die, any surviving joint Contract Owner or, if none, the Beneficiary will
exercise  the  rights  and  privileges  provided  to them by the  Contract.  The
Contract  cannot be  jointly  owned by both a  non-natural  person and a natural
person.

You can use the Contract with or without a qualified plan. A qualified plan is a
personal retirement savings plan, such as an IRA or tax-sheltered  annuity, that
meets the requirements of the Internal  Revenue Code.  Qualified plans may limit
or  modify  your  rights  and  privileges  under the  Contract.  We use the term
"Qualified  Contract" to refer to a Contract  issued with a qualified  plan. See
"Qualified Plans" on page 27.

You may  change  the  Contract  Owner  at any  time.  Once we  have  received  a
satisfactory  written  request for a change of Contract  Owner,  the change will
take  effect as of the date you signed it. We are not liable for any  payment we
make or other action we take before  receiving any written  request for a change
from you.


ANNUITANT

The Annuitant is the  individual  whose age  determines  the latest Payout Start
Date and whose life determines the amount and duration of income payments (other
than under Income Plans with guaranteed  payments for a specified  period).  You
may name a new Annuitant only upon the death of the current  Annuitant.  You may
designate  a joint  Annuitant,  who is a  second  person  on whose  life  income
payments depend, at the time you select an Income Plan.

If you  select  an  Income  Plan  that  depends  on  the  Annuitant  or a  joint
Annuitant's  life, we may require  proof of age and sex before  income  payments
begin and proof that the  Annuitant or joint  Annuitant is still alive before we
make each payment.


BENEFICIARY

The  Beneficiary  is the person who may elect to  receive  the death  benefit or
become the new Contract Owner if the sole  surviving  Contract Owner dies before
the Payout  Start  Date.  If the sole  surviving  Contract  Owner dies after the
Payout Start Date, the Beneficiary  will receive any guaranteed  income payments
scheduled to continue.

You may name one or more  Beneficiaries  when you apply for a Contract.  You may
change or add  Beneficiaries at any time by writing to us before income payments
begin, unless you have designated an irrevocable Beneficiary.  We will provide a
change of  Beneficiary  form to be signed and filed with us. Any change  will be
effective at the time you sign the written notice. Until we receive your written
notice to  change a  Beneficiary,  we are  entitled  to rely on the most  recent
Beneficiary information in our files. We will not be liable as to any payment or
settlement made prior to receiving the written notice.  Accordingly, if you wish
to change  your  Beneficiary,  you  should  deliver  your  written  notice to us
promptly.

If  you  did  not  name  a  Beneficiary  or  unless  otherwise  provided  in the
Beneficiary  designation,  if a Beneficiary  predeceases  the Contract Owner and
there are no other surviving Beneficiaries, the new Beneficiary will be:

o        your spouse or, if he or she is no longer alive,
o        your surviving children equally, or if you have no surviving children,
o        your estate.

If more than one  Beneficiary  survives  you, we will  divide the death  benefit
among your Beneficiaries according to your most recent written instructions.  If
you have not given us  written  instructions,  we will pay the death  benefit in
equal amounts to the Beneficiaries. If one of the Beneficiaries dies before you,
we will divide the death benefit among the surviving Beneficiaries.


MODIFICATION OF THE CONTRACT

Only an Allstate  officer 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.  If a  provision  of the  Contract is
inconsistent with state law, we will follow state law.


ASSIGNMENT

We will not honor an  assignment  of an interest in a Contract as  collateral or
security for a loan. No Beneficiary may assign benefits under the Contract until
they are due. We will not be bound by any assignment  until you sign it 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.

<PAGE>


PURCHASES

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


MINIMUM PURCHASE PAYMENTS

Your  initial  purchase  payment  must be at least  $1,000 ($500 for a Qualified
Contract).  All subsequent  purchase payments must be $500 or more. You may make
purchase payments at any time prior to the Payout Start Date. The most we accept
without  our prior  approval  is $1  million.  We reserve the right to limit the
availability of the investment alternatives for additional investments.  We also
reserve the right to reject any application.

AUTOMATIC ADDITIONS PROGRAM

You  may  make  subsequent  purchase  payments  of  $50 or  more  per  month  by
automatically  transferring  money from your bank account.  Please  consult with
your sales representative for detailed information.

ALLOCATION OF PURCHASE PAYMENTS

At the time you apply for a  Contract,  you must  decide  how to  allocate  your
purchase payment among the investment alternatives.  The allocation you specify
on your  application will be effective  immediately.  All allocations must be in
whole  percents  that  total  100% or in  whole  dollars.  You can  change  your
allocations by calling 1-800-390-1277.

We will allocate your purchase payments to the investment alternatives according
to your most  recent  instructions  on file  with us.  Unless  you  notify us in
writing otherwise,  we will allocate  subsequent  purchase payments according to
the allocation for the previous purchase  payment.  We will effect any change in
allocation  instructions  at the time we receive written notice of the change in
good order.

We will credit the initial  purchase  payment that  accompanies  your  completed
application to your Contract within 2 business days after we receive the payment
at our  home  office.  If your  application  is  incomplete,  we will ask you to
complete your  application  within 5 business days. If you do so, we will credit
your  initial  purchase  payment to your  Contract  within  that 5 business  day
period.  If you do not, we will return your purchase payment at the end of the 5
business day period unless you expressly  allow us to hold it until you complete
the application.  We will credit subsequent purchase payments to the Contract at
the close of the business  day on which we receive the  purchase  payment at our
home office.

We use the term  "business  day" to refer to each day Monday through Friday that
the New York Stock Exchange is open for business. We also refer to these days as
"Valuation  Dates." Our  business  day closes  when the New York Stock  Exchange
closes,  usually 4 p.m.  Eastern Time (3 p.m.  Central Time). If we receive your
purchase payment after 3 p.m. Central Time on any Valuation Date, we will credit
your purchase  payment using the  Accumulation  Unit Values computed on the next
Valuation Date.

RIGHT TO CANCEL

You may cancel  the  Contract  by  returning  it to us within  the  Cancellation
Period,  which is the 20 day period  after you  receive  the  Contract,  or such
longer period that your state may require. You may return it by delivering it or
mailing  it to us.  If  you  exercise  this  "Right  to  Cancel,"  the  Contract
terminates  and we will  pay you  the  full  amount  of your  purchase  payments
allocated  to the Fixed  Account.  We also will  return your  purchase  payments
allocated to the Variable Account adjusted,  to the extent state law permits, to
reflect  investment  gain or loss  that  occurred  from the  date of  allocation
through the date of cancellation. We reserve the right to allocate your purchase
payments to the Putnam Money Market Variable Sub-Account during the Cancellation
Period. See "Distribution" on page 27 for additional amounts to which you may be
entitled.




<PAGE>


CONTRACT VALUE

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



Your Contract  Value at any time during the  Accumulation  Phase is equal to the
sum of the value of your  Accumulation  Units in the Variable  Sub-Accounts  you
have selected, plus the value of your interest in the Fixed Account Options.


ACCUMULATION UNITS

To determine the number of  Accumulation  Units of each Variable  Sub-Account to
allocate to your Contract,  we divide (i) the amount of the purchase payment you
have allocated to a Variable  Sub-Account by (ii) the Accumulation Unit Value of
that  Variable  Sub-Account  next computed  after we receive your  payment.  For
example,  if we  receive a $10,000  purchase  payment  allocated  to a  Variable
Sub-Account  when the  Accumulation  Unit Value for the  Sub-Account  is $10, we
would credit  1,000  Accumulation  Units of that  Variable  Sub-Account  to your
Contract.


ACCUMULATION UNIT VALUE

As a general matter,  the Accumulation Unit Value for each Variable  Sub-Account
will rise or fall to reflect:

o    changes in the share  price of the Fund in which the  Variable  Sub-Account
     invests, and

o    the deduction of amounts  reflecting the mortality and expense risk charge
     and any provision for taxes that have accrued since we last  calculated the
     Accumulation Unit Value.

We determine contract maintenance charges, withdrawal charges, Retirement Income
Guarantee  charges  (if  applicable),  and  transfer  fees  separately  for each
Contract.  They do not affect the Accumulation  Unit Value.  Instead,  we obtain
payment of those charges and fees by redeeming  Accumulation  Units. For details
on how we compute  Accumulation  Unit Value,  please  refer to the  Statement of
Additional Information.

We determine a separate Accumulation Unit Value for each Variable Sub-Account on
each Valuation Date. We also determine separate sets of Accumulation Unit Values
that reflect the cost of the Enhanced Beneficiary Protection Option described on
page 24 below.

You  should  refer  to the  prospectus  for  the  Funds  that  accompanies  this
prospectus  for a description  of how the assets of each Fund are valued,  since
that  determination  directly  bears  on  the  Accumulation  Unit  Value  of the
corresponding Variable Sub-Account and, therefore, your Contract Value.


<PAGE>


INVESTMENT ALTERNATIVES:  The Variable Sub-Accounts

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



You may allocate your purchase payments to up to 22 Variable Sub-Accounts.  Each
Variable  Sub-Account  invests in the shares of a corresponding  Fund. Each Fund
has its own investment  objective(s) and policies. We briefly describe the Funds
below.

For more  complete  information  about each Fund,  including  expenses and risks
associated with the Fund,  please refer to the  accompanying  prospectus for the
Fund.  You should  carefully  review  the Fund  prospectuses  before  allocating
amounts  to  the  Variable  Sub-Accounts.  Putnam  Investment  Management,  Inc.
("Putnam Management") serves as the investment adviser to each Fund.

<TABLE>
<CAPTION>


<S>                                                    <C>  
Fund:                                                  Each Fund Seeks:
- ------------------------------------------------------ ---------------------------------------------------------------

Putnam VT Asia Pacific Growth Fund                     Capital appreciation
- ------------------------------------------------------ ---------------------------------------------------------------

Putnam VT Diversified Income Fund                      High current income consistent with capital preservation
- ------------------------------------------------------ ---------------------------------------------------------------

Putnam VT The George Putnam Fund of Boston             To provide a balanced investment composed of a well
                                                       diversified portfolio of stocks and bonds that will produce
                                                       both capital growth and current income
- ------------------------------------------------------ ---------------------------------------------------------------

Putnam VT Global Asset Allocation  Fund                A high level of long-term total return consistent with 
                                                       preservation of capital
- ------------------------------------------------------ ---------------------------------------------------------------

Putnam VT Global Growth Fund                           Capital appreciation
- ------------------------------------------------------ ---------------------------------------------------------------
Putnam VT Growth and Income Fund                       Capital growth and current income
- ------------------------------------------------------ ---------------------------------------------------------------
Putnam VT Health Sciences Fund                         Capital appreciation
- ------------------------------------------------------ ---------------------------------------------------------------
Putnam VT High  Yield  Fund                            High current  income.  Capital growth is a secondary objective 
                                                       when consistent with high current income.
- ------------------------------------------------------ ---------------------------------------------------------------
Putnam VT Income Fund                                  Current income consistent with preservation of capital
- ------------------------------------------------------ ---------------------------------------------------------------
Putnam VT International Growth Fund                    Capital growth
- ------------------------------------------------------ ---------------------------------------------------------------
Putnam VT International Growth and Income Fund         Capital growth. Current income is a secondary objective.
- ------------------------------------------------------ ---------------------------------------------------------------
Putnam VT International New Opportunities Fund         Long-term capital appreciation
- ------------------------------------------------------ ---------------------------------------------------------------
Putnam VT Investors Fund                               Long-term growth of capital and any increased income that
                                                       results from this growth
- ------------------------------------------------------ ---------------------------------------------------------------
Putnam VT Money  Market  Fund                          As high a rate of current income as Putnam Management   
                                                       believes is consistent with preservation  of  capital 
                                                       and maintenance of liquidity.
- ------------------------------------------------------ ---------------------------------------------------------------
Putnam VT New Opportunities Fund                       Long-term capital appreciation
- ------------------------------------------------------ ---------------------------------------------------------------
Putnam VT New Value Fund                               Long-term capital appreciation
- ------------------------------------------------------ ---------------------------------------------------------------
Putnam VT OTC & Emerging Growth Fund                   Capital appreciation
- ------------------------------------------------------ ---------------------------------------------------------------
Putnam VT Research Fund                                Capital appreciation
- ------------------------------------------------------ ---------------------------------------------------------------
Putnam VT Small Cap Value Fund                         Capital appreciation
- ------------------------------------------------------ ---------------------------------------------------------------
Putnam VT Utilities Growth and Income Fund             Capital growth and current income
- ------------------------------------------------------ ---------------------------------------------------------------
Putnam VT Vista Fund                                   Capital appreciation
- ------------------------------------------------------ ---------------------------------------------------------------
Putnam VT Voyager Fund                                 Capital appreciation
- ----------------------------------------------------------------------------------------------------------------------

</TABLE>

Amounts  you  allocate to Variable  Sub-Accounts  may grow in value,  decline in
value, or grow less than you expect,  depending on the investment performance of
the Funds in which those Variable  Sub-Accounts  invest. You bear the investment
risk that the Funds might not meet their  investment  objectives.  Shares of the
Funds are not deposits, or obligations of, or guaranteed or endorsed by any bank
and are not insured by the Federal Deposit  Insurance  Corporation,  the Federal
Reserve Board or any other agency.


<PAGE>



INVESTMENT ALTERNATIVES: The Fixed Account Options


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


You may  allocate  all or a  portion  of your  purchase  payments  to the  Fixed
Account.  You may choose from among 3 Fixed Account  Options  including 2 Dollar
Cost Averaging Options,  and the Standard Fixed Account Option. We will credit a
minimum  annual  interest  rate of 3% to money you  allocate to any of the Fixed
Account  Options.  The Fixed Account Options may not be available in all states.
Please consult with your sales representative for current information. The Fixed
Account  supports  our  insurance  and annuity  obligations.  The Fixed  Account
consists of our general assets other than those in segregated asset accounts. We
have sole  discretion  to invest  the  assets of the Fixed  Account,  subject to
applicable  law.  Any money you  allocate  to a Fixed  Account  Option  does not
entitle you to share in the investment experience of the Fixed Account.


DOLLAR COST AVERAGING FIXED ACCOUNT OPTIONS

You may establish a Dollar Cost Averaging  Program,  as described on page 17, by
allocating purchase payments to the Fixed Account either for up to 6 months (the
"6 Month  Dollar Cost  Averaging  Option") or for up to 12 months (the "12 Month
Dollar Cost Averaging  Option").  Your purchase  payments will earn interest for
the period you select at the current rates in effect at the time of  allocation.
Rates may differ from those  available  for the Standard  Fixed  Account  Option
described below.

You  must  transfer  all of your  money  out of the 6 or 12  Month  Dollar  Cost
Averaging   Options  to  other   investment   alternatives   in  equal   monthly
installments.  At the  end of the  applicable  6 or 12  month  period,  we  will
transfer  any  remaining  amounts  in the 6 or 12 Month  Dollar  Cost  Averaging
Options to the Putnam Money  Market  Variable  Sub-Account  unless you request a
different investment alternative. Transfers out of the 6 or 12 Month Dollar Cost
Averaging  Options do not count  towards the 12  transfers  you can make without
paying a transfer fee.

You may not transfer money from other investment alternatives to either the 6 or
12 Month Dollar Cost Averaging Options.

The 6 or 12 Month  Dollar Cost  Averaging  Options may not be  available in your
state. Please check with your sales representative for availability.


STANDARD FIXED ACCOUNT OPTION

Each payment or transfer  allocated to the Standard  Fixed Account  Option earns
interest at the current rate in effect at the time of  allocation.  We guarantee
that  rate for a period of years we call  Guarantee  Periods.  We are  currently
offering  Guarantee  Periods  of 1 year in  length.  In the  future we may offer
Guarantee Periods of different lengths or stop offering some Guarantee  Periods.
You select a Guarantee  Period for each purchase or transfer.  After the initial
Guarantee Period, we will guarantee a renewal rate.



<PAGE>


INVESTMENT ALTERNATIVES:  Transfers

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



TRANSFERS DURING THE ACCUMULATION PHASE

During  the  Accumulation  Phase,  you may  transfer  Contract  Value  among the
investment  alternatives.  We do not  permit  transfers  into  any  Dollar  Cost
Averaging Fixed Account Option.  You may request  transfers in writing on a form
that we provided or by telephone according to the procedure described below.

You may make 12 transfers per Contract Year without charge. A transfer fee equal
to 0.50% of the  amount  transferred  applies  to each  transfer  after the 12th
transfer in any Contract Year.

The minimum  amount that you may transfer from the Standard Fixed Account Option
or a Variable Sub-Account is $100 or the total remaining balance in the Standard
Fixed Account Option or the Variable Sub-Account,  if less. These limitations do
not apply to the  6-Month  and  12-Month  Dollar Cost  Averaging  Fixed  Account
Options.

The most you can transfer  from the Standard  Fixed  Account  Option  during any
Contract  Year is the greater of (i) 30% of the Standard  Fixed  Account  Option
balance as of the last Contract  Anniversary or (ii) the greatest  dollar amount
of any prior transfer from the Standard Fixed Account  Option.  This  limitation
does not apply to the Dollar Cost Averaging Program.  Also, if the interest rate
on any renewed  Guarantee  Period is at least one percentage point less than the
previous interest rate, you may transfer up to 100% of the monies receiving that
reduced rate within 60 days of the notification of the interest rate decrease.

We will process transfer  requests that we receive before 3:00 p.m. Central Time
on any Valuation Date using the Accumulation  Unit Values for that Date. We will
process  requests  completed  after 3:00 p.m.  on any  Valuation  Date using the
Accumulation Unit Values for the next Valuation Date. The Contract permits us to
defer  transfers  from the Fixed  Account  Options for up to six months from the
date we receive your request.  If we decide to postpone transfers from any Fixed
Account  Option  for 30 days or  more,  we will  pay  interest  as  required  by
applicable  law.  Any  interest  would be payable  from the date we receive  the
transfer request to the date we make the transfer.

We reserve the right to waive any transfer restrictions.


TRANSFERS DURING THE PAYOUT PHASE

During the Payout Phase, you may make transfers among the Variable  Sub-Accounts
so as to change the relative  weighting of the  Variable  Sub-Accounts  on which
your variable income payments will be based.  You may not convert any portion of
your fixed income payments into variable income payments.

You may not make any  transfers  for the first 6 months  after the Payout  Start
Date. Thereafter, you may make transfers among the Variable Sub-Accounts or make
transfers  from the Variable  Sub-Accounts  to increase the  proportion  of your
income payments  consisting of fixed income payments if Income Plan 3, described
below, is in effect.  Your transfers must be at least 6 months apart.


TELEPHONE TRANSFERS

You may make transfers by telephone by calling 1-800-390-1277.  The cut off time
for telephone transfer requests is 3:00 p.m. Central time. In the event that the
New York Stock Exchange closes early, i.e., before 3:00 p.m. Central Time, or in
the event that the  Exchange  closes early for a period of time but then reopens
for trading on the same day, we will process  telephone  transfer requests as of
the close of the Exchange on that particular  day. We will not accept  telephone
requests  received from you at any  telephone  number other than the number that
appears  in this  paragraph  or  received  after  the  close of  trading  on the
Exchange. If you own the Contract with a joint Contract Owner, unless we receive
contrary instructions,  we will accept instructions from either you or the other
Contract Owner.

We use  procedures  that  we  believe  provide  reasonable  assurance  that  the
telephone transfers are genuine.  For example,  we tape telephone  conversations
with  persons  purporting  to  authorize   transfers  and  request   identifying
information.  Accordingly,  we disclaim any liability for losses  resulting from
allegedly  unauthorized  telephone  transfers.   However,  if  we  do  not  take
reasonable steps to help ensure that a telephone  authorization is valid, we may
be liable for such losses.


EXCESSIVE TRADING LIMITS

We reserve the right to limit  transfers in any Contract  Year, or to refuse any
transfer request for a Contract Owner or certain Contract Owners, if:

o    we believe, in our sole discretion, that excessive trading by such Contract
     Owner or  Owners,  or a  specific  transfer  request  or group of  transfer
     requests,  may have a detrimental effect on the Accumulation Unit Values of
     any Variable  Sub-Account or the share prices of the corresponding Funds or
     would be to the disadvantage of other Contract Owners; or

o    we are informed by one or more of the corresponding  Funds that they intend
     to restrict the purchase or redemption of Fund shares  because of excessive
     trading or  because  they  believe  that a  specific  transfer  or group of
     transfers would have a detrimental effect on the prices of Fund shares.

We may apply the  restrictions  in any  manner  reasonably  designed  to prevent
transfers that we consider disadvantageous to other Contract Owners.


DOLLAR COST AVERAGING PROGRAM

You may  automatically  transfer a set amount from any Variable  Sub-Account  or
Fixed  Account  Option to any of the other  Variable  Sub-Accounts  through  our
Dollar  Cost  Averaging  Program.  The  Program  is  available  only  during the
Accumulation Phase.

We will not charge a transfer fee for  transfers  made under this  Program,  nor
will such  transfers  count  against the 12 transfers you can make each Contract
Year without paying a transfer fee.

The theory of dollar cost averaging is that if purchases of equal dollar amounts
are made at fluctuating prices, the aggregate average cost per unit will be less
than  the  average  of the unit  prices  on the same  purchase  dates.  However,
participation  in this Program does not assure you of a greater profit from your
purchases under the Program nor will it prevent or necessarily  reduce losses in
a declining market.


AUTOMATIC FUND REBALANCING PROGRAM

Once  you have  allocated  your  money  among  the  Variable  Sub-Accounts,  the
performance  of  each  Sub-Account  may  cause  a shift  in the  percentage  you
allocated to each  Sub-Account.  If you select our  Automatic  Fund  Rebalancing
Program,  we will  automatically  rebalance the Contract  Value in each Variable
Sub-Account  and  return it to the  desired  percentage  allocations.  Money you
allocate to the Fixed Account will not be included in the rebalancing.

We will rebalance your account quarterly,  semi-annually,  or annually.  We will
measure these periods according to your  instructions.  We will transfer amounts
among the  Variable  Sub-Accounts  to achieve  the  percentage  allocations  you
specify. You can change your allocations at any time by contacting us in writing
or by telephone. The new allocation will be effective with the first rebalancing
that occurs  after we receive  your  written or  telephone  request.  We are not
responsible  for  rebalancing  that occurs prior to receipt of proper  notice of
your request.

Example:

         Assume  that you want  your  initial  purchase  payment  split  among 2
         Variable Sub-Accounts. You want 40% to be in the Putnam Income Variable
         Sub-Account  and  60%  to be  in  the  Putnam  Global  Growth  Variable
         Sub-Account.  Over the next 2 months  the bond  market  does  very well
         while  the  stock  market  performs  poorly.  At the  end of the  first
         quarter,  the Putnam Income Variable  Sub-Account now represents 50% of
         your holdings  because of its increase in value.  If you choose to have
         your  holdings  rebalanced  quarterly,  on the  first  day of the  next
         quarter we would sell some of your units in the Putnam Income  Variable
         Sub-Account  and use the money to buy more units in the  Putnam  Global
         Variable Sub-Account so that the percentage  allocations would again be
         40% and 60% respectively.

The Automatic Fund Rebalancing Program is available only during the Accumulation
Phase.  The  transfers  made  under  the  program  do not count  towards  the 12
transfers  you can make without  paying a transfer fee, and are not subject to a
transfer  fee. We may sometimes  refer to this Program as the "Putnam  Automatic
Rebalancing Program."

Fund  rebalancing is consistent with  maintaining your allocation of investments
among market  segments,  although it is  accomplished  by reducing your Contract
Value allocated to the better performing segments.




<PAGE>


EXPENSES

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



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


CONTRACT MAINTENANCE CHARGE

During the Accumulation  Phase, on each Contract  Anniversary,  we will deduct a
$30 contract  maintenance  charge from your assets  invested in the Putnam Money
Market Variable  Sub-Account.  If there are insufficient assets in that Variable
Sub-Account,  we will deduct the charge  proportionally  from the other Variable
Sub-Accounts.  We also will  deduct  this  charge if you  withdraw  your  entire
Contract Value,  unless your Contract qualifies for a waiver.  During the Payout
Phase, we will deduct the charge proportionately from each income payment.

The charge is to compensate us for the cost of  administering  the Contracts and
the Variable Account. Maintenance costs include expenses we incur in billing and
collecting  purchase payments;  keeping records;  processing death claims,  cash
withdrawals, and policy changes; proxy statements; calculating Accumulation Unit
Values  and  income  payments;  and  issuing  reports  to  Contract  Owners  and
regulatory  agencies.  We cannot increase the charge.  We will waive this charge
if:

o    your total Contract Value is greater than $50,000 on a Contract Anniversary
     or on the Payout Start Date, or

o    all of your money is allocated to the Fixed  Account  Options on a Contract
     Anniversary or all income payments are fixed income payments.

We also reserve the right to waive this charge if you own more than one Contract
and the Contracts meet certain minimum dollar amount requirements.  In addition,
we reserve the right to waive this charge for all Contracts.


MORTALITY AND EXPENSE RISK CHARGE

We deduct a mortality  and expense  risk charge daily at an annual rate of 1.25%
of the average daily net assets you have invested in the Variable  Sub-Accounts.
The  mortality  and  expense  risk  charge  is for  all the  insurance  benefits
available  with your Contract  (including our guarantee of annuity rates and the
death benefits), for certain expenses of the Contract, and for assuming the risk
(expense  risk) that the current  charges  will be  sufficient  in the future to
cover the cost of administering the Contract.  If the charges under the Contract
are not sufficient, then Allstate will bear the loss. If you select the Enhanced
Beneficiary Protection Option, Allstate will deduct a mortality and expense risk
charge equal,  on an annual basis,  to 1.40% of the average daily net assets you
have  invested in the Variable  Sub-Accounts  (1.25% plus 0.15% for the Option).
Allstate reserves the right to raise the Enhanced Beneficiary  Protection Option
charge to up to 0.25%. However,  once your Option is in effect,  Allstate cannot
change the fee that applies to your  Contract.  We charge the additional fee for
the Enhanced  Beneficiary  Protection Option to compensate us for the additional
risk that we accept by providing the Option.

We guarantee the mortality and expense risk charge and we cannot increase it. We
assess the mortality and expense risk charge during both the Accumulation  Phase
and the Payout Phase.


RETIREMENT INCOME GUARANTEE CHARGE

We impose a separate  charge for each Retirement  Income  Guarantee  Rider.  The
charges  equal,  on an annual  basis,  0.05% of the income  base for  Retirement
Income  Guarantee  Rider 1 and 0.30% of the income  base for  Retirement  Income
Guarantee Rider 2. We reserve the right to change the Rider fee.  However,  once
we issue  your  Rider,  we cannot  change  the Rider  fee that  applies  to your
Contract. The Rider 1 fee will never exceed 0.15% and the Rider 2 fee will never
exceed 0.50%. See "Retirement Income Guarantee Riders" for details.


TRANSFER FEE

We impose a fee upon transfers in excess of 12 during any Contract Year. The fee
is equal  to  0.50%  of the  dollar  amount  transferred.  We will not  charge a
transfer fee on transfers  that are part of a Dollar Cost  Averaging  Program or
Automatic Fund Rebalancing Program.


WITHDRAWAL CHARGE

We may assess a  withdrawal  charge of up to 7% of the purchase  payment(s)  you
withdraw.  The charge  declines  to 0% after 7  complete  years from the date we
received the purchase payment being withdrawn. A schedule showing how the charge
declines  appears on page 7, above.  During each Contract Year, you can withdraw
up to the  greater of earnings  not  previously  withdrawn  or 15% of your total
purchase  payments without paying the charge.  Unused portions of this 15% "Free
Withdrawal Amount" are not carried forward to future Contract Years.

We will deduct  withdrawal  charges,  if  applicable,  from the amount paid. For
purposes of the withdrawal  charge, we will treat withdrawals as coming from the
oldest  purchase  payments  first.  However,  for federal  income tax  purposes,
earnings  are  considered  to come out first,  which  means you pay taxes on the
earnings portion of your withdrawal.

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

o    on the  Payout  Start Date (a  withdrawal  charge may apply if you elect to
     receive income payments for a specified period of less than 120 months);

o    the death of the Contract Owner or Annuitant; 

o    withdrawals  taken  to  satisfy  IRS  minimum  distribution  rules  for the
     Contract, or

o    withdrawals  that qualify for one of the waivers described below.

We use the amounts obtained from the withdrawal  charge to pay sales commissions
and other  promotional or  distribution  expenses  associated with marketing the
Contracts.  To the extent  that the  withdrawal  charge does not cover all sales
commissions and other  promotional or distribution  expenses,  we may use any of
our  corporate  assets,  including  potential  profit  which may arise  from the
mortality and expense risk charge or any other  charges or fee described  above,
to make up any difference.

Withdrawals  also may be  subject to tax  penalties  or income  tax.  You should
consult your own tax counsel or other tax advisers regarding any withdrawals.

Confinement  Waiver. We will waive the withdrawal charge on any withdrawal taken
prior to the Payout Start Date under your Contract if the  following  conditions
are satisfied:

1)   you or the Annuitant, if the Contract Owner is not a living individual, 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 written  proof of the stay no
     later than 90 days following the end of your or the Annuitant's stay at the
     long term care facility or hospital, and

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

Terminal Illness Waiver.  We will waive the withdrawal  charge on any withdrawal
under your Contract taken prior to the Payout Start Date if:

1)   you or the Annuitant, if the Contract Owner is not a living individual, 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  adequate  proof of diagnosis to us, or at the time you request
     the withdrawal.

Unemployment Waiver. We will waive the withdrawal charge on one partial or full
withdrawal from your Contract, if you meet the following requirements:

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

2)   you or the Annuitant receive  unemployment  compensation (as defined in the
     Contract) for at least 30 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.

You may exercise this benefit once before the Payout Start Date.

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 need to pay our withdrawal charge because of these waivers, you still may
be required to pay taxes or tax  penalties on the amount  withdrawn.  You should
consult your tax adviser 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 some time 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 each
investment  alternative in the proportion that the Contract Owner's value in the
investment alternative bears to the total Contract Value.


OTHER EXPENSES

Each  Fund  deducts  advisory  fees and  other  expenses  from its  assets.  You
indirectly  bear the charges and  expenses of the Fund whose  shares are held by
the  Variable  Sub-Accounts.  These  fees  and  expenses  are  described  in the
accompanying  prospectus  for the Funds.  For a summary of current  estimates of
those charges and  expenses,  see page 8 above.  We may receive  compensation
from  the  Funds'  investment  adviser,  distributor,  or their  affiliates  for
administrative services we provide to the Funds.


<PAGE>


ACCESS TO YOUR MONEY


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


You can  withdraw  some or all of your  Contract  Value at any time prior to the
Payout Start Date. Withdrawals also are available under limited circumstances on
or after the Payout Start Date. See "Income Plans" on page 21.

The amount payable upon  withdrawal is the Contract Value next computed after we
receive the request for a  withdrawal  at our home office,  less any  withdrawal
charges,  contract maintenance charges, income tax withholding,  and any premium
taxes.  We will pay  withdrawals  from  the  Variable  Account  within 7 days of
receipt of the request, subject to postponement in certain circumstances.

You can withdraw money from the Variable  Account or the Fixed Account  Options.
To  complete a partial  withdrawal  from the  Variable  Account,  we will cancel
Accumulation  Units in an  amount  equal to the  withdrawal  and any  applicable
withdrawal charge and premium taxes.

You  must  name  the  investment  alternative  from  which  you are  taking  the
withdrawal.  If none is named,  then the  withdrawal  request is incomplete  and
cannot be honored.

In general,  you must  withdraw  at least $50 at a time.  If you request a total
withdrawal, we may require that you return your Contract to us.


POSTPONEMENT OF PAYMENTS

We may postpone the payment of any amounts due from the Variable  Account  under
the Contract if:

1)   the New York Stock  Exchange  is closed for other  than usual  weekends  or
     holidays, or trading on the Exchange is otherwise restricted,

2)   an emergency exists as defined by the SEC, or

3)   the SEC permits delay for your protection.

In addition,  we may delay payments or transfers from the Fixed Account  Options
for up to 6 months or shorter  period if required by law. If we delay payment or
transfer for 30 days or more, we will pay interest as required by law.


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. Please consult your sales  representative or call us at 1-800-390-1277 for
more  information.  Depending  on  fluctuations  in the  value  of the  Variable
Sub-Accounts and the value of the Fixed Account Options,  systematic withdrawals
may  reduce  or even  exhaust  the  Contract  Value.  Income  taxes may apply to
systematic  withdrawals.  Please  consult  your tax  adviser  before  taking any
withdrawal.


MINIMUM CONTRACT VALUE

If your request for a partial withdrawal would reduce the 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.  If we terminate your  Contract,  we will  distribute to you its
Contract Value, less withdrawal and other charges and premium taxes.


<PAGE>


INCOME PAYMENTS

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


PAYOUT START DATE

The Payout  Start Date is the day that  income  payments  start  under an Income
Plan. The Payout Start Date must be:

o        at least one month after the Issue Date; and
o        no  later  than  the day the  Annuitant  reaches  age 90,  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.  If you do
not select an earlier  Payout  Start  Date,  the latest  Payout  Start Date will
automatically become the Payout Start Date.


INCOME PLANS

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.

Three  Income  Plans are  available  under the  Contract.  Each is  available to
provide:

o        fixed income payments;
o        variable income payments; or
o        a combination of the two.

The three Income Plans are:

         Income Plan 1 -- Life Income with Guaranteed Payments. Under this plan,
         we make periodic  income payments for at least as long as the Annuitant
         lives.  If the Annuitant dies before we have made all of the guaranteed
         income  payments,  we  will  continue  to  pay  the  remainder  of  the
         guaranteed income payments as required by the Contract.

         Income  Plan 2 --  Joint  and  Survivor  Life  Income  with  Guaranteed
         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 plan was selected, is alive. If both the Annuitant and the
         joint  Annuitant die before we have made all of the  guaranteed  income
         payments,  we will  continue  to pay the  remainder  of the  guaranteed
         income payments as required by the Contract.

         Income Plan 3 -- Guaranteed Payments for a Specified Period (5 Years to
         30 Years).  Under this plan, we make periodic  income  payments for the
         period you have chosen.  If the Annuitant  dies before we have made all
         of the  guaranteed  income  payments,  we  will  continue  to  pay  the
         remainder  of  the  guaranteed  income  payments  as  required  by  the
         Contract.  Income payments for less than 120 months may be subject to a
         withdrawal charge. We will deduct the mortality and expense risk charge
         from the assets of the Variable Sub-Accounts  supporting this Plan even
         though we may not bear any mortality risk.

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.

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 may
require proof of age and sex of the Annuitant or joint Annuitant before starting
income  payments,  and 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 minimum  guaranteed  payments,  it is  possible  that the payee
could receive only 1 income  payment if the  Annuitant  and any joint  Annuitant
both die before the second income payment, or only 2 income payments if they die
before the third income payment, and so on.

Generally,  you may not make  withdrawals  after  the  Payout  Start  Date.  One
exception to this rule applies if you are  receiving  variable  income  payments
that do not depend on the life of the  Annuitant  (such as under Income Plan 3).
In that case you may  terminate  the  Variable  Account  portion  of the  income
payments at any time and  receive a lump sum equal to the  present  value of the
remaining  variable  payments due. A withdrawal charge may apply. We also assess
applicable premium taxes against all income payments.

We may make other Income Plans available.  You may obtain information about them
by writing or calling us.

You may apply of your Contract  Value to an Income Plan. You must apply at least
the Contract Value in the Fixed Account on the Payout Start Date to fixed income
payments.  If you wish to apply any  portion  of your Fixed  Account  balance to
provide variable income payments, you should plan ahead and transfer that amount
to the Variable  Sub-Accounts prior to the Payout Start Date. If you do not tell
us how to allocate your Contract Value among fixed and variable income payments,
we will apply your  Contract  Value in the Variable  Account to variable  income
payments and your Contract Value in the Fixed Account to fixed income payments.

We will apply your Contract Value, less applicable taxes, to your Income Plan on
the Payout  Start  Date.  We can make income  payments  in  monthly,  quarterly,
semi-annual or annual  installments,  as you select.  If the amount available to
apply under an Income Plan is less than $2,000,  however, and state law permits,
we may pay you the Contract  Value,  less any  applicable  taxes,  in a lump sum
instead of the periodic payments you have chosen.  In addition,  if your monthly
payments  would be less than  $20,  and state law  permits,  we may  reduce  the
frequency of your payments so that each payment will be at least $20.


VARIABLE INCOME PAYMENTS

The amount of your variable income payments depends upon the investment  results
of the Variable  Sub-Accounts you select, the premium taxes you pay, the age and
sex of the  Annuitant,  and the Income Plan you choose.  We  guarantee  that the
payments  will not be affected by (a) actual  mortality  experience  and (b) the
amount of our administration expenses.

We cannot  predict  the total  amount of your  variable  income  payments.  Your
variable income  payments may be more or less than your total purchase  payments
because (a) variable  income  payments vary with the  investment  results of the
underlying  Funds;  and (b) the  Annuitant  could live longer or shorter than we
expect based on the tables we use.

In calculating the amount of the periodic  payments in the annuity tables in the
Contract,  we assumed an annual  investment rate of 3%. (We reserve the right to
offer other assumed  investment  rates).  If the actual net investment return of
the Variable  Sub-Accounts you choose is less than this assumed investment rate,
then the dollar  amount of your variable  income  payments  will  decrease.  The
dollar amount of your variable  income payments will increase,  however,  if the
actual net  investment  return exceeds the assumed  investment  rate. The dollar
amount of the variable income payments stays level if the net investment  return
equals the assumed  investment rate. Please refer to the Statement of Additional
Information for more detailed information as to how we determine variable income
payments.


FIXED INCOME PAYMENTS

We guarantee  income payment  amounts  derived from any Fixed Account Option for
the duration of the Income Plan. We calculate the fixed income payments by:

1)   deducting any applicable premium tax; and

2)   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
whatever shorter time state law may require. If we defer 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.


RETIREMENT INCOME GUARANTEE RIDERS

For Contract  Owners up to and  including  age 75, you have the option to add to
your Contract one of two Retirement  Income  Guarantee  Riders (Rider 1 or Rider
2).  Each Rider  guarantees  a minimum  dollar  amount (we call the  "guaranteed
income  benefit") to be applied to an Income Plan. You may elect this benefit up
to your latest Payout Start Date. The Riders may not be available in all states.

Eligibility. To qualify for this benefit, you must meet the following conditions
as of the Payout Start Date:

o    You must elect a Payout Start Date that is on or after the 10th anniversary
     of the date we issued the Rider (the "Rider Date");

o    The  Payout  Start Date must occur  during  the 30 day period  following  a
     Contract Anniversary;

o    You must elect to receive fixed income payments; and

o    The Income Plan you have selected must provide for payments  guaranteed for
     either a single life or joint lives with a specified period of at least:

o    10 years,  if the  youngest  Annuitant's  age is 80 or less on the date the
     amount is applied, or

o    5 years, if the youngest Annuitant's age is greater than 80 on the date the
     amount is applied.

Retirement  Income  Guarantee Rider 1. This Rider guarantees that the amount you
apply to an  Income  Plan  will  not be less  than  the  total of your  purchase
payments less any withdrawals and any applicable taxes.

The current charge for this Rider,  on an annual basis,  is 0.05%  multiplied by
the Income Base in effect on each Contract  Anniversary.  We deduct the fee only
from  your  assets  in  the  Variable  Sub-Account(s).  In  the  case  of a full
withdrawal  of  the  Contract   Value  on  any  date  other  than  the  Contract
Anniversary,  we will deduct the Rider fee from the amount paid upon withdrawal.
In the case of a full withdrawal,  the Rider fee is equal to 0.05% multiplied by
the income base immediately prior to the withdrawal.

We  calculate  the  Income  Base  that  we use to  determine  the  value  of the
guaranteed income benefit as follows:

1)   On the Rider Date, the income base is equal to the Contract Value.

2)   After the Rider  Date,  we  recalculate  the  Income  Base when a  purchase
     payment or withdrawal is made as follows:

     (a)  For purchase  payments,  the Income Base is equal to the most recently
          calculated Income Base plus the purchase payment.

     (b)  For  withdrawals,  the  Income  Base is  equal  to the  most  recently
          calculated Income Base reduced by a withdrawal  adjustment,  described
          below.

In the absence of any withdrawals or purchase payments,  the Income Base will be
equal to the Contract Value as of the Rider Date.

The  withdrawal  adjustment  is equal to (1)  divided  by (2),  with the  result
multiplied by (3), where:

         1) = withdrawal amount,
         2) = the Contract Value immediately  prior to the withdrawal, and  
         3) = the most recently calculated Income Base.

See Appendix A for an example  representative  of how the withdrawal  adjustment
applies.

The guaranteed  income benefit amount is determined by applying the Income Base,
less any applicable  taxes, to the guaranteed rates for the Income Plan that you
select.  On the Payout Start Date, the income payment will be the greater of (i)
the income payment produced by the guaranteed income benefit and (ii) the income
payment provided in the fixed amount income payment provision of the Contract.

Retirement  Income  Guarantee Rider 2. This Rider guarantees that the amount you
apply to an Income  Plan will not be less than the  greater of Income  Base A or
Income Base B described below:

The current annual charge for this Rider is 0.30%  multiplied by the Income Base
in effect on each Contract Anniversary. We deduct the fee only from the Variable
Sub-Account(s).  In the case of a full  withdrawal of the Contract  Value on any
date other than the Contract Anniversary,  we will deduct the Rider fee from the
amount paid upon withdrawal. In the case of a full withdrawal,  the Rider fee is
equal  to  0.30%  multiplied  by  the  income  base  immediately  prior  to  the
withdrawal.

The Income Base is the greater of Income Base A and Income Base B. We  determine
each income base as follows:

Income Base A. On the Rider Date,  Income Base A is equal to the Contract Value.
After the Rider Date,  we  recalculate  Income Base A as follows on the Contract
Anniversary and when a purchase payment or withdrawal is made:

1)   For  purchase  payments,  Income  Base  A is  equal  to the  most  recently
     calculated Income Base plus the purchase payment.

2)   For  withdrawals,  Income Base A is equal to the most  recently  calculated
     Income Base reduced by a withdrawal adjustment.

3)   On each Contract Anniversary,  Income Base A is equal to the greater of the
     Contract Value on that date or the most recently calculated Income Base A.

In the absence of any  withdrawals or purchase  payments,  Income Base A will be
equal to the greatest Contract Value as of the date and all Contract Anniversary
Contract  Values  between  the Rider Date and the  Payout  Start  Date.  We will
recalculate Income Base A for purchase payments, for withdrawals and on Contract
Anniversaries  until the first Contract  Anniversary  after the 85th birthday of
the oldest Contract Owner or, if no Contract Owner is a living  individual,  the
oldest  Annuitant.  After  that  date,  we will  recalculate  Income  Base A for
purchase payments and withdrawals.

Income Base B. On the Rider Date,  Income Base B is equal to the Contract Value.
After the Rider Date,  Income Base B, plus any subsequent  purchase payments and
less a withdrawal  adjustment for any subsequent  withdrawals,  will  accumulate
daily at a rate equal to 6% per year until the first day of the month  following
the  oldest  Contract  owner's  or,  if  the  Contract  Owner  is  not a  living
individual, the Annuitant's 85th birthday.

For purposes of computing Income Base A or B, the withdrawal adjustment is equal
to (1) divided by (2), with the result multiplied by (3), where:

         1) = withdrawal amount,
         2) = the Contract Value immediately  prior to the withdrawal,  and 
         3) = the most recently calculated Income Base.

See Appendix A for an example  representative  of how the withdrawal  adjustment
applies.

We determine the  guaranteed  income benefit amount by applying the income base,
less any applicable  taxes, to the guaranteed rates for the Income Plan that you
select.  On the Payout Start Date, the income payment will be the greater of (i)
the income payment provided by the guaranteed  income benefit or (ii) the income
payment provided in the fixed amount income payment provision of the Contract.


CERTAIN EMPLOYEE BENEFIT PLANS

The Contracts  offered by this  prospectus  contain  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
applicable 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 to be 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 purchase of a Contract is
appropriate.


<PAGE>


DEATH BENEFITS

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



We will pay a death benefit if, prior to the Payout Start Date:

1)       any Contract Owner dies, or
2)       the Annuitant dies.

We  will  pay  the  death  benefit  to the  new  Contract  Owner  as  determined
immediately  after  the  death.  The new  Contract  Owner  would be a  surviving
Contract  Owner or, if none,  the  Beneficiary.  In the case of the death of the
Annuitant, we will pay the death benefit to the current Contract Owner.


Death Benefit Amount

Prior to the Payout  Start Date,  the death  benefit is equal to the greatest of
the following death benefit alternatives:

1)   the Contract Value as of the date we determine the death benefit, or

2)   the sum of all purchase  payments made less an adjustment  for  withdrawals
     (see "Withdrawal Adjustment" below), or

3)   the most recent  Maximum  Anniversary  Value prior to the date we determine
     the death benefit (see "Maximum Anniversary Value" below).

We will  determine the value of the death benefit as of the end of the Valuation
Date on which we receive a complete request for payment of the death benefit. If
we receive a request  after 3 p.m.  Central  Time on a Valuation  Date,  we will
process the request as of the end of the following Valuation Date. A request for
payment of the death benefit must include Due Proof of Death. We will accept the
following documentation as "Due Proof of Death":

o    a certified copy of a death certificate,

o    a certified copy of a decree of a court of competent jurisdiction as to the
     finding of death, or

o    other documentation as we may accept in our sole discretion.

Withdrawal Adjustment. The withdrawal adjustment is equal to (a) divided by (b),
with the result multiplied by (c), where:

(a)  = the withdrawal amount,

(b)  = the Contract Value immediately prior to the withdrawal, and

(c)  = the value of the applicable death benefit  alternative  immediately prior
     to the withdrawal.

See Appendix A for an example of a withdrawal adjustment.

Maximum  Anniversary Value. On the Issue Date, the Maximum  Anniversary Value is
equal to the initial purchase payment.  After the Issue Date, we recalculate the
Maximum  Anniversary Value when a purchase payment or withdrawal is made or on a
Contract Anniversary as follows:

1)   For purchase payments,  the Maximum  Anniversary Value is equal to the most
     recently calculated Maximum Anniversary Value plus the purchase payment.

2)   For  withdrawals,  the  Maximum  Anniversary  Value  is  equal  to the most
     recently  calculated  Maximum  Anniversary  Value  reduced by a  withdrawal
     adjustment, as defined above.

3)   On each Contract Anniversary, the Maximum Anniversary Value is equal to the
     greater  of the  Contract  Value or the most  recently  calculated  Maximum
     Anniversary Value.

In the absence of any withdrawals or purchase payments,  the Maximum Anniversary
Value will be the greatest of all anniversary Contract Values on or prior to the
date we calculate the death benefit.

We will  recalculate  the Maximum  Anniversary  Value  until the first  Contract
Anniversary  after the 80th  birthday  of the  oldest  Contract  Owner or, if no
Contract Owner is a living individual,  the Annuitant.  After that date, we will
recalculate  the  Maximum  Anniversary  Value  only for  purchase  payments  and
withdrawals.  The  Maximum  Anniversary  Value will  never be  greater  than the
maximum death benefit allowed by any applicable state non-forfeiture laws .


ENHANCED BENEFICIARY PROTECTION OPTION

The Enhanced  Beneficiary  Protection Option is an optional benefit that you may
elect.  If you elect the Option,  the death  benefit  will be the greater of the
death benefit  alternatives  (1) through (3) listed  above,  or (4) the Enhanced
Beneficiary  Protection Option. The Enhanced  Beneficiary  Protection Option may
not be available in all states.

We will issue a rider to your  Contract  if you elect the Option.  The  Enhanced
Beneficiary  Protection  Option on the date we issue the Contract  rider ("Rider
Date") is equal to the Contract  Value on that date.  After the Rider Date,  the
Enhanced Beneficiary  Protection Option, plus any subsequent payments and less a
withdrawal  adjustment,  will accumulate  daily at the rate of 5% per year until
the earlier of:

1)   the date we determine the death benefit, or

2)   the first  Contract  Anniversary  following the 80th birthday of the oldest
     Contract  Owner or, if no Contract Owner is a living  individual,  the 80th
     birthday of the oldest Annuitant.

We will  determine the death benefit under the Enhanced  Beneficiary  Protection
Option in the same manner as described under "Death Benefit Amount."


Death Benefit Payments

Death of  Contract  Owner.  Within 180 days of the date of your  death,  the new
Contract Owner may elect to:

1)   receive the death benefit in a lump sum, or

2)   apply an amount equal to the death benefit to one of the  available  Income
     Plans described above. Income payments must be:

     (a)  over the life of the new Contract Owner,

     (b)  for a  guaranteed  number  of  payments  from 5 to 30 years but not to
          exceed the life expectancy of the new Contract Owner, or

     (c)  over the life of the new Contract  Owner with a  guaranteed  number of
          payments  from 5 to 30 years but not to exceed the life  expectancy of
          the new Contract Owner.

Otherwise,  the new  Contract  Owner will  receive  the  Settlement  Value.  The
"Settlement Value" is the Contract Value, less any applicable withdrawal charge,
contract  maintenance  charge, and premium tax. We will calculate the Settlement
Value  as of  the  end of the  Valuation  Date  coinciding  with  the  requested
distribution  date for payment or on the mandatory  distribution date of 5 years
after the date of your  death,  whichever  is  earlier.  If we receive a request
after 3 p.m. Central Time on a Valuation Date, we will process the request as of
the end of the following  Valuation  Date. We are currently  waiving the 180 day
limit, but we reserve the right to enforce the limitation in the future.

In any event,  the entire value of the  Contract  must be  distributed  within 5
years  after the date of death  unless an Income  Plan is elected or a surviving
spouse continues the Contract in accordance with the provisions described below.

If the new Contract  Owner is your  spouse,  then he or she may elect one of the
options listed above or may continue the Contract in the  Accumulation  Phase as
if the  death had not  occurred.  On the date the  Contract  is  continued,  the
Contract  Value will equal the amount of the death  benefit as  determined as of
the Valuation  Date on which we received Due Proof of Death (the next  Valuation
Date if we receive Due Proof of Death after 3 p.m.  Cetnral Time).  The Contract
may only be continued  once. If the surviving  spouse  continues the Contract in
the Accumulation Phase, the surviving spouse may make a single withdrawal of any
amount within 1 year of the date of death without incurring a withdrawal charge.
Prior to the Payout start Date,  the death  benefit for the  continued  Contract
will be the greater of:

o    the sum of all purchase  payments  reduced by a withdrawal  adjustment,  as
     defined under the "Death Benefit amount" section; or

o    the Contract Value on the date we determine the death benefit; or

o    the  Maximum  Anniversary  Value as defined in the "Death  Benefit  Amount"
     section, with the following changes:

     o    "Issue Date" is replaced by the date the Contract is continued,

     o    "Initial  Purchase  Payment"  is  replaced  with the death  benefit as
          described at the end of the Valuation  Period during which we received
          Due Proof of Death.

For Contracts with the optional Enhanced Beneficiary Protection option.

o    the Enhanced  Beneficiary  Protection value as defined in the Rider,  with
     the following changes:

     o    "Rider Date" is replaced by the date the Contract is continued

     o    "Contract  Value" is replaced  with the death  benefit as described at
          the end of the Valuation  Period during which we received Due Proof of
          Death.

If the new Contract Owner is corporation,  trust, or other  non-natural  person,
then the new Contract Owner may elect, within 180 days of your death, to receive
the death benefit in lump sum or may elect to receive the Settlement  Value in a
lump sum within 5 years of death.  We are  currently  waiving the 180 day limit,
but we reserve the right to enforce the limitation in the future.


Death of Annuitant.  If the  Annuitant  who is not also the Contract  Owner dies
prior to the  Payout  Start  Date,  the  Contract  Owner  must  elect one of the
applicable options described below.

If the  Contract  Owner is a natural  person,  the  Contract  Owner may elect to
continue  the Contract as if the death had not  occurred,  or, if we receive Due
Proof  of  Death  within  180 days of the  date of the  Annuitant's  death,  the
Contract Owner may choose to:

     1)   receive the death benefit in a lump sum; or

     2)   apply the death  benefit to an Income  Plan that must  begin  within 1
          year of the date of death.

If the  Contract  Owner  elects to continue  the  Contract or to apply the death
benefit to an Income  Plan,  the new  Annuitant  will be the  youngest  Contract
Owner, unless the Contract Owner names a different Annuitant.

If the Contract Owner is a non-natural  person,  the non-natural  Contract Owner
may elect,  within 180 days of the  Annuitant's  date of death,  to receive  the
death benefit in a lump sum or may elect to receive the Settlement Value payable
in a lump  sum  within  5  years  of  the  Annuitant's  date  of  death.  If the
non-natural  Contract Owner does not make one of the above described  elections,
the Settlement  Value must be withdrawn by the non-natural  Contract Owner on or
before the mandatory  distribution date 5 years after the Annuitant's  death. We
are currently waiving the 180 day limit, but we reserve the right to enforce the
limitation in the future.





<PAGE>


MORE INFORMATION

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



ALLSTATE

Allstate  is the issuer of the  Contract.  Allstate  is an  Illinois  stock life
insurance company organized in 1957.

Allstate is licensed to operate in the  District of Columbia,  Puerto Rico,  and
all  states  except  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.

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

Several   independent   rating  agencies   regularly   evaluate  life  insurers'
claims-paying ability, quality of investments,  and overall stability. A.M. Best
Company assigns A+ (Superior) to Allstate.  Standard & Poor's  Insurance  Rating
Services  assigns an AA+ (Very  Strong)  financial  strength  rating and Moody's
assigns an Aa2 (Excellent) financial strength rating to Allstate.  These ratings
do not reflect the investment  performance of the Variable Account.  We may from
time to time advertise these ratings in our sales literature.


THE VARIABLE ACCOUNT

Allstate  established the Allstate Life Insurance  Company Separate Account A on
January 27, 1999. We have registered the Variable Account with the SEC as a unit
investment  trust.  The SEC does not  supervise  the  management of the Variable
Account or Allstate.

We own the assets of the Variable Account.  The Variable Account is a segregated
asset  account  under  Illinois  law.  That  means we account  for the  Variable
Account's  income,  gains and losses  separately  from the  results of our other
operations.  It also means that only the assets of the Variable Account that are
in excess of the reserves  and other  Contract  liabilities  with respect to the
Variable  Account are subject to liabilities  relating to our other  operations.
Our obligations arising under the Contracts are general corporate obligations of
Allstate.

The Variable Account consists of 22 Variable Sub-Accounts, each of which invests
in a corresponding  Fund. We may add new Variable  Sub-Accounts or eliminate one
or more of them,  if we believe  marketing,  tax, or  investment  conditions  so
warrant. We do not guarantee the investment performance of the Variable Account,
its Sub-Accounts or the Funds. We may use the Variable Account to fund our other
annuity contracts.  We will account separately for each type of annuity contract
funded by the Variable Account.


THE FUNDS

Dividends  and  Capital  Gain  Distributions.   We  automatically  reinvest  all
dividends  and  capital  gains  distributions  from the  Funds in  shares of the
distributing Funds at their net asset value.

Voting  Privileges.  As a general matter, you do not have a direct right to vote
the  shares of the Funds  held by the  Variable  Sub-Accounts  to which you have
allocated your Contract Value.  Under current law, however,  you are entitled to
give us  instructions on how to vote those shares on certain  matters.  Based on
our  present  view of the law, we will vote the shares of the Funds that we hold
directly  or  indirectly   through  the  Variable  Account  in  accordance  with
instructions  that we  receive  from  Contract  Owners  entitled  to  give  such
instructions.

As a general rule,  before the Payout Start Date,  the Contract  Owner or anyone
with a voting interest is the person entitled to give voting  instructions.  The
number of shares that a person has a right to  instruct  will be  determined  by
dividing the Contract Value allocated to the applicable Variable  Sub-Account by
the net asset value per share of the corresponding Fund as of the record date of
the meeting.  After the Payout Start Date the person  receiving  income payments
has the voting  interest.  The  payee's  number of votes will be  determined  by
dividing the reserve for such Contract  allocated to the applicable  Sub-account
by the net asset value per share of the  corresponding  Fund. The votes decrease
as income payments are made and as the reserves for the Contract decrease.

We will vote shares  attributable  to  Contracts  for which we have not received
instructions, as well as shares attributable to us, in the same proportion as we
vote shares for which we have received instructions, unless we determine that we
may vote such shares in our own discretion. We will apply voting instructions to
abstain  on any item to be voted  upon on a  pro-rata  basis to reduce the votes
eligible to be cast.

We reserve the right to vote Fund shares as we see fit without  regard to voting
instructions   to  the  extent   permitted  by  law.  If  we  disregard   voting
instructions,  we will include a summary of that action and our reasons for that
action in the next semi-annual financial report we send to you.

Changes in Funds. If the shares of any of the Funds are no longer  available for
investment by the Variable Account or if, in our judgment, further investment in
such shares is no longer  desirable in view of the purposes of the Contract,  we
may eliminate that Fund and  substitute  shares of another  eligible  investment
fund. Any  substitution of securities  will comply with the  requirements of the
Investment  Company Act of 1940. We also may add new Variable  Sub-Accounts that
invest in additional mutual funds. We will notify you in advance of any change.

Conflicts  of  Interest.  The  Funds  sell  their  shares to  separate  accounts
underlying both variable life insurance and variable  annuity  contracts.  It is
conceivable that in the future it may be unfavorable for variable life insurance
separate  accounts and variable annuity separate  accounts to invest in the same
Fund. The board of directors of the Funds monitors for possible  conflicts among
separate  accounts  buying  shares of the Funds.  Conflicts  could develop for a
variety of reasons.  For example,  differences in treatment  under tax and other
laws or the failure by a separate account to comply with such laws could cause a
conflict.  To eliminate a conflict,  the Funds' board of directors may require a
separate  account to withdraw  its  participation  in a Fund. A Fund's net asset
value could decrease if it had to sell  investment  securities to pay redemption
proceeds to a separate account withdrawing because of a conflict.


THE CONTRACT

Distribution. Allstate Life Financial Services ("ALFS"), located at 3100 Sanders
Road,  Northbrook,  IL  60062-7154,  serves  as  principal  underwriter  of  the
Contracts.  ALFS is a wholly owned subsidiary of Allstate.  ALFS is a registered
broker  dealer  under  the  Securities  and  Exchange  Act of 1934,  as  amended
("Exchange  Act"),  and is a member of the National  Association  of  Securities
Dealers,  Inc.  ALFS  also is  registered  as an  investment  adviser  under the
Investment  Advisers Act of 1940,  as amended.  Contracts are sold by registered
representatives  of  unaffiliated  broker-dealers  or  bank  employees  who  are
licensed insurance agents appointed by Allstate,  either individually or through
an incorporated  insurance agency and have entered into a selling agreement with
ALFS to sell the Contract.

We will pay commissions to  broker-dealers  who sell the Contracts.  Commissions
paid may vary,  but we estimate that the total  commission  paid on all Contract
sales will not exceed 6% of all purchase  payments (on a present  value  basis).
From time to time, we may pay or permit other promotional incentives, in cash or
credit or other  compensation.  The commission is intended to cover distribution
expenses. In some states,  Contracts may be sold by representatives or employees
of banks which may be acting as  broker-dealers  without  separate  registration
under the Exchange Act, pursuant to legal and regulatory exceptions.

Allstate  may pay ALFS a  commission  for  distribution  of the  Contracts.  The
underwriting  agreement  with  ALFS  provides  that we will  reimburse  ALFS for
expenses  incurred in  distributing  the  Contracts,  including any liability to
Contract Owners arising out of services rendered or Contracts issued.

For  Contracts  issued to  employees  of  Allstate  and certain  other  eligible
organizations,  and in lieu of Allstate paying any commissions on sales of those
Contracts,  the Contract Owner will receive a credit of 6% of the amount of each
purchase  payment that will be applied to each purchase  payment.  Allstate will
allocate this credit in the same allocation as your most recent instruction.  If
you exercise your Right to Cancel your Contract as described in this prospectus,
we will  return to you the  amount  you would  have  received  had there been no
credit.  Unless we are required by law to return your  purchase  payments,  this
amount also will include any charges  deducted that reduced your Contract  Value
prior to  cancellation,  plus any investment gain on the credit.  The credit may
not be  available  in  all  states.  We do  not  consider  the  credit  to be an
"investment in the contract" for income tax purposes.

Administration.  We have primary  responsibility  for all  administration of the
Contracts and the Variable Account.

We provide the following administrative services, among others:

o        issuance of the Contracts;
o        maintenance of Contract Owner records;
o        Contract Owner services;
o        calculation of unit values;
o        maintenance of the Variable Account; and
o        preparation of Contract Owner reports.

We will send you Contract  statements  and  transaction  confirmations  at least
annually.  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 will
make the  adjustment  as of the date that we  receive  notice  of the  potential
error.

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


QUALIFIED PLANS

If you use the Contract with a qualified 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.


LEGAL MATTERS

Freedman,  Levy,  Kroll & Simonds,  Washington,  D.C.,  has advised  Allstate on
certain federal  securities law matters.  All matters of Illinois law pertaining
to the Contracts,  including the validity of the Contracts and Allstate's  right
to issue such Contracts  under Illinois  insurance law, have been passed upon by
Michael J. Velotta, General Counsel of Allstate.


YEAR 2000

Allstate is heavily  dependent upon complex  computer  systems for all phases of
its   operations,   including   customer   service,   and  policy  and  contract
administration.  Since  many of  Allstate's  older  computer  software  programs
recognize  only the last two digits of the year in any date,  some  software may
fail to operate  properly  in or after the year  1999,  if the  software  is not
reprogrammed or replaced ("Year 2000 Issue"). Allstate believes that many of its
counterparties  and  suppliers  also have Year 2000 Issues  which  could  affect
Allstate.  In 1995,  Allstate  Insurance  Company  commenced a plan  intended to
mitigate  and/or  prevent  the  adverse  effects of the Year 2000  Issue.  These
strategies  include  normal  development  and  enhancement  of new and  existing
systems, upgrades to operating systems already covered by maintenance agreements
and modifications to existing systems to make them Year 2000 compliant. The plan
also includes Allstate  actively working with its major external  counterparties
and  suppliers to assess their  compliance  efforts and  Allstate's  exposure to
them.  Allstate presently believes that it will resolve the Year 2000 Issue in a
timely manner,  and the financial impact will not materially  affect its results
of operations,  liquidity or financial position. Year 2000 costs are and will be
expensed as incurred.


<PAGE>


TAXES

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


The following discussion is general and is not intended as tax advice.  Allstate
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 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:

         1) the owner is a natural person,
         2) the investments of the Variable Account are "adequately diversified"
            according  to  Treasury  Department  regulations,  and 
         3) Allstate  is considered the owner of the Variable Account assets 
            for federal income tax purposes.

Non-natural  Owners.  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
is taxed as ordinary  income received or accrued by the owner during the taxable
year.  Please see the  Statement of Additional  Information  for a discussion of
several  exceptions  to the  general  rule for  contracts  owned by  non-natural
persons.

Diversification  Requirements.  For a Contract  to be treated as an annuity  for
federal income tax purposes,  the  investments  in the Variable  Account must be
"adequately  diversified"  consistent with standards  under Treasury  Department
regulations.  If the  investments  in the  Variable  Account are not  adequately
diversified, the Contract will not be treated as an annuity contract for federal
income tax  purposes.  As a result,  the income on the Contract will be taxed as
ordinary  income  received  or accrued by the owner  during  the  taxable  year.
Although Allstate does not have control over the Funds or their investments,  we
expect the Funds to meet the diversification requirements.

Ownership Treatment. The IRS has stated that you will be considered the owner of
Variable  Account assets if you possess  incidents of ownership in those assets,
such as the ability to exercise  investment control over the assets. At the time
the diversification  regulations were issued, the Treasury Department  announced
that the regulations do not provide guidance  concerning  circumstances in which
investor control of the Variable Account investments may cause an investor to be
treated as the owner of the  Variable  Account.  The  Treasury  Department  also
stated that future  guidance  would be issued  regarding  the extent that Owners
could direct  sub-account  investments  without  being  treated as Owners of the
underlying assets of the separate account.

Your rights under the Contract are different than those  described by the IRS in
rulings  in which it found that  contract  Owners  were not  Owners of  separate
account  assets.  For  example,  you have the choice to  allocate  premiums  and
Contract  Values among more  investment  alternatives.  Also, you may be able to
transfer among  investment  alternatives  more  frequently than in such rulings.
These differences could result in you being treated as the owner of the Variable
Account. If this occurs,  income and gain from the Variable Account assets would
be includible in your gross income.  Allstate does not know what  standards will
be set forth in any  regulations  or rulings which the Treasury  Department  may
issue. It is possible that future standards announced by the Treasury Department
could adversely affect the tax treatment of your Contract.  We reserve the right
to modify the  Contract  as  necessary  to  attempt  to  prevent  you from being
considered the federal tax owner of the assets of the Variable Account. However,
we make no guarantee that such modification to the Contract will be successful.

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 partial  withdrawal
under a Qualified Contract, 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,  after tax  contributions  to qualified  plans) bears to the
Contract  Value,  is excluded  from your income.  If you make a full  withdrawal
under a non-Qualified Contract or a Qualified Contract, the amount received will
be taxable only to the extent it exceeds the investment in the Contract.

"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. "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:

o    made on or after the date the individual attains age 59 1/2,

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

o    attributable to the Contract Owner being disabled, or

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

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. Except for certain Qualified
Contracts, any amount you receive as a loan under a Contract, and any assignment
or pledge (or agreement to assign or pledge) of the Contract Value is treated as
a withdrawal of such amount or portion.

Taxation of Annuity Payments. Generally, the rule for income taxation of annuity
payments  received from a nonqualified  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.  If you elect variable annuity payments,  the amount excluded from
taxable  income is determined by dividing the  investment in the Contract by the
total number of expected  payments.  The annuity  payments will be fully taxable
after the total amount of the investment in the Contract is excluded using these
ratios.  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.

Taxation of Annuity Death  Benefits.  Death of a Contract Owner, or death of the
Annuitant  if the  Contract  is  owned by a  non-natural  person,  will  cause a
distribution  of death  benefits  from a Contract.  Generally,  such amounts are
included in income as follows:

1)   if distributed in a lump sum, the amounts are taxed in the same manner as a
     full withdrawal, or

2)   if  distributed  under an Income  Plan,  the  amounts are taxed in the same
     manner as an  income  payment.  Please  see the  Statement  of  Additional
     Information for more detail on distribution at death requirements.

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:

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

2)   made as a result of the Contract Owner's death or disability,

3)   made in  substantially  equal periodic  payments over the Contract  Owner's
     life or life expectancy, 

4)   made under an immediate annuity, or

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

You should consult a competent tax advisor to determine if any other  exceptions
to the  penalty  apply  to your  situation.  Similar  exceptions  may  apply  to
distributions from Qualified Contracts.

Aggregation of Annuity Contracts.  All non-qualified  deferred annuity contracts
issued by Allstate  (or its  affiliates)  to the same  Conract  Owner during any
calendar  year will be  aggregated  and  treated  as one  annuity  contract  for
purposes of determining the taxable amount of a distribution.


Tax Qualified Contracts

Contracts may be used as investments with certain qualified plans such as:

o    Individual Retirement Annuities or Accounts (IRAs) under Section 408 of the
     Code;

o    Roth IRAs under Section 408A of the Code;

o    Simplified Employee Pension Plans under Section 408(k) of the Code;

o    Savings  Incentive  Match Plans for Employees  (SIMPLE) Plans under Section
     408(p) of the Code;

o    Tax Sheltered Annuities under Section 403(b) of the Code;

o    Corporate and Self Employed Pension and Profit Sharing Plans; and

o    State  and  Local   Government   and   Tax-Exempt   Organization   Deferred
     Compensation Plans.

In the case of certain  qualified  plans,  the terms of the plans may govern the
right to benefits, regardless of the terms of the Contract.

Restrictions Under Section 403(b) Plans. Section 403(b) of the Tax Code provides
tax-deferred  retirement  savings plans for employees of certain  non-profit and
educational organizations.  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:

o        attains age 59 1/2,
o        separates from service,
o        dies,
o        becomes disabled, or
o        on account of hardship (earnings on salary reduction  contributions may
         not be distributed on the account of hardship).

These  limitations  do not apply to  withdrawals  where  Allstate is directed to
transfer some or all of the contract value to another 403(b) plan.


Income Tax Withholding

Allstate  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 Qualified  Contracts,
excluding IRAs, with the exception of:

(1)  required minimum distributions, or

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

(3)  over the life (joint lives) of the participant (and beneficiary).

Allstate  may be  required to withhold  federal  and state  income  taxes on any
distributions from non-Qualified  Contracts or Qualified  Contracts that are not
eligible  rollover  distributions,  unless you notify us of your election to not
have taxes withheld.



<PAGE>



PERFORMANCE INFORMATION

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



We may advertise the performance of the Variable  Sub-Accounts,  including yield
and total  return  information.  Total  return  represents  the  change,  over a
specified  period  of  time,  in  the  value  of  an  investment  in a  Variable
Sub-Account  after  reinvesting  all income  distributions.  Yield refers to the
income  generated by an  investment in a Variable  Sub-Account  over a specified
period. All performance advertisements will include, as applicable, standardized
yield and total return figures that reflect the deduction of insurance  charges,
the  contract   maintenance   charge,   and   withdrawal   charge.   Performance
advertisements  also may include total return figures that reflect the deduction
of insurance charges,  but not the contract  maintenance or withdrawal  charges.
The deduction of such charges would reduce the  performance  shown. In addition,
performance  advertisements may include  aggregate,  average,  year-by-year,  or
other types of total return figures.

Performance  information for periods prior to the inception date of the Variable
Sub-Accounts  will be based on the historical  performance of the  corresponding
Funds  for the  periods  beginning  with the  inception  dates of the  Funds and
adjusted to reflect current  Contract  expenses.  You should not interpret these
figures to reflect actual historical performance of the Variable Account.

We may include in  advertising  and sales  materials  tax  deferred  compounding
charts and other  hypothetical  illustrations that compare currently taxable and
tax  deferred   investment   programs  based  on  selected  tax  brackets.   Our
advertisements  also may compare the  performance  of our Variable  Sub-Accounts
with: (a) certain unmanaged market indices, including but not limited to the Dow
Jones  Industrial  Average,  the Standard & Poor's 500, and the Shearson  Lehman
Bond Index;  and/or (b) other  management  investment  companies with investment
objectives  similar to the underlying  funds being  compared.  In addition,  our
advertisements   may  include  the  performance   ranking  assigned  by  various
publications,  including  the  Wall  Street  Journal,  Forbes,  Fortune,  Money,
Barron's,  Business Week, USA Today, and statistical services,  including Lipper
Analytical  Services  Mutual Fund Survey,  Lipper Annuity and Closed End Survey,
the Variable Annuity Research Data Survey, and SEI.



<PAGE>




                       STATEMENT OF ADDITIONAL INFORMATION
                                TABLE OF CONTENTS


                                                                          Page

ADDITIONS, DELETIONS, OR SUBSTITUTIONS OF INVESTMENTS....................  2
THE CONTRACT.............................................................  3
PERFORMANCE INFORMATION..................................................  4
CALCULATION OF ACCUMULATION UNIT VALUES..................................  9
CALCULATION OF VARIABLE INCOME PAYMENTS.................................. 10
GENERAL MATTERS.......................................................... 11
FEDERAL TAX MATTERS...................................................... 12
QUALIFIED PLANS.......................................................... 13
EXPERTS.................................................................. 15
COMBINED STATUTORY BASIS FINANCIAL STATEMENTS............................ F-1




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




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.


<PAGE>
                                                      Appendix A

                                             Withdrawal Adjustment Example



Issue Date:                              January 1, 1999
Initial Purchase Payment:                        $ 50,000

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                   <C>             <C>             <C>             <C>            <C>
                                                                                               Death Benefit Amount
                                                                             Contract     ------------------------------
                          Type              Contract                          Value        Purchase        Maximum
                           of               Value Before       Transaction    After         Payment      Anniversary
      Date             Occurrence           Occurence          Amount        Occurrence        Value          Value
- ------------------------------------------------------------------------------------------------------------------------
     1/1/99            Issue Date              --             $ 50,000        $ 50,000       $ 50,000       $ 50,000
     1/1/00       Contract Anniversary       $ 55,000             --          $ 55,000       $ 50,000       $ 55,000
     7/1/00        Partial Withdrawal        $ 60,000         $ 15,000        $ 45,000       $ 37,500       $ 41,250
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>


Withdrawal  adjustment  equals  the  partial  withdrawal  amount  divided by the
Contract Value  immediately  prior to the partial  withdrawal  multiplied by the
value of the applicable death benefit amount  alternative  immediately  prior to
the partial withdrawal.

<TABLE>
<CAPTION>

<S>                                                                                             <C>          <C>  
Purchase Payment Value Death Benefit
Partial Withdrawal Amount                                                                       (w)          $ 15,000
Contract Value Immediately Prior to Partial Withdrawal                                          (a)          $ 60,000
Value of Applicable Death Benefit Amount Immediately Prior to Partial Withdrawal                (d)          $ 50,000
Withdrawal Adjustment                                                                      [(w)/(a)]*(d)     $ 12,500
Adjusted Death Benefit                                                                                       $ 37,500

Maximum Anniversary Value Death Benefit
Partial Withdrawal Amount                                                                       (w)          $ 15,000
Contract Value Immediately Prior to Partial Withdrawal                                          (a)          $ 60,000
Value of Applicable Death Benefit Amount Immediately Prior to Partial Withdrawal                (d)          $ 55,000
Withdrawal Adjustment                                                                      [(w)/(a)]*(d)     $ 13,750
Adjusted Death Benefit                                                                                       $ 41,250

</TABLE>

This example represents the proportional  reduction applicable in all Contracts.
For Contracts with optional riders,

<PAGE>

                                                                         
                                                                   


                           The Putnam Allstate Advisor



Allstate Life Insurance Company         Statement of Additional Information
3100 Sanders Road                             dated April 30, 1999
Northbrook, Illinois 60062
1-800-390-1277



This  Statement of Additional  Information  supplements  the  information in the
prospectus  for The  Putnam  Allstate  Advisor.  This  Statement  of  Additional
Information is not a prospectus.  You should read it with the prospectus,  dated
April 30, 1999,  for the  Contract.  You may obtain a  prospectus  by calling or
writing us at the address or telephone number listed above.

Except as otherwise  noted,  this Statement of Additional  Information  uses the
same defined terms as the prospectus.




                                TABLE OF CONTENTS

Description                                                           Page

Additions, Deletions or Substitutions of Investments.................  2
The Contract.........................................................  3
Performance Information..............................................  4
Calculation of Accumulation Unit Values..............................  9
Calculation of Variable Income Payments.............................. 10
General Matters...................................................... 11
Federal Tax Matters.................................................. 12
Qualified Plans...................................................... 13
Experts.............................................................. 15
Combined Statutory Basis Financial Statements........................ F-1





<PAGE>



ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS

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


We may  add,  delete,  or  substitute  the  Fund  shares  held  by any  Variable
Sub-Account to the extent the law permits.  We may substitute shares of any Fund
with those of another Fund of the same or different mutual fund if the shares of
the Fund are no longer available for investment,  or if we believe investment in
any Fund would  become  inappropriate  in view of the  purposes of the  Variable
Account.

We will not substitute  shares  attributable to a Contract Owner's interest in a
Variable  Sub-Account  until we have notified the Contract  Owner of the change,
and until the Securities and Exchange Commission has approved the change, to the
extent such  notification and approval are required by law. Nothing contained in
this Statement of Additional Information shall prevent the Variable Account from
purchasing  other  securities for other series or classes of contracts,  or from
effecting a  conversion  between  series or classes of contracts on the basis of
requests made by Contract Owners.

We also may establish  additional  Variable  Sub-Accounts  or series of Variable
Sub-Accounts.  Each additional  Variable  Sub-Account would purchase shares in a
new Fund of the same or different  mutual fund.  We may  establish  new Variable
Sub-Accounts when we believe marketing needs or investment  conditions  warrant.
We determine the basis on which we will offer any new Variable  Sub-Accounts  in
conjunction with the Contract to existing  Contract Owners. We may eliminate one
or more Variable  Sub-Accounts  if, in our sole  discretion,  marketing,  tax or
investment conditions so warrant.

We may, by appropriate endorsement,  change the Contract as we believe necessary
or appropriate to reflect any substitution or change in the Funds. If we believe
the best interests of persons having voting rights under the Contracts  would be
served,  we may operate the Variable  Account as a management  company under the
Investment  Company Act of 1940 or we may withdraw its  registration  under such
Act if such registration is no longer required.




<PAGE>



THE CONTRACT

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


The Contract is primarily  designed to aid  individuals  in long-term  financial
planning.  You can use it for  retirement  planning  regardless  of whether  the
retirement plan qualifies for special federal income tax treatment.


PURCHASE OF CONTRACTS

We offer the Contracts to the public  through banks as well as brokers  licensed
under the  federal  securities  laws and state  insurance  laws.  The  principal
underwriter for the Variable  Account,  Allstate Life Financial  Services,  Inc.
("ALFS"),  distributes  the  Contracts.  ALFS is an affiliate  of Allstate.  The
offering of the Contracts is continuous.  We do not anticipate discontinuing the
offering of the Contracts, but we reserve the right to do so at any time.


TAX-FREE EXCHANGES (1035 EXCHANGES, ROLLOVERS AND TRANSFERS)

We accept purchase payments that are the proceeds of a Contract in a transaction
qualifying for a tax-free  exchange  under Section 1035 of the Internal  Revenue
Code ("Code"). Except as required by federal law in calculating the basis of the
Contract,  we do not  differentiate  between Section 1035 purchase  payments and
non-Section 1035 purchase payments.

We  also  accept   "rollovers"  and  transfers  from  Contracts   qualifying  as
tax-sheltered  annuities ("TSAs"),  individual  retirement annuities or accounts
("IRAs"), or any other Qualified Contract that is eligible to "rollover" into an
IRA.  We  differentiate  among  non-Qualified  Contracts,  TSAs,  IRAs and other
Qualified Contracts to the extent necessary to comply with federal tax laws. For
example, we restrict the assignment, transfer, or pledge of TSAs and IRAs so the
Contracts will continue to qualify for special tax  treatment.  A Contract Owner
contemplating  any such  exchange,  rollover or  transfer  of a Contract  should
contact a competent tax adviser with respect to the potential  effects of such a
transaction.








<PAGE>



PERFORMANCE INFORMATION

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

From time to time we may advertise the "standardized,"  "non-standardized,"  and
"adjusted historical" total returns of the Variable  Sub-Accounts,  as described
below.  Please remember that past performance is not an estimate or guarantee of
future  performance and does not necessarily  represent the actual experience of
amounts invested by a particular Contract Owner.


STANDARDIZED TOTAL RETURNS

A Variable Sub-Account's standardized total return represents the average annual
total  return  of  that  Sub-Account  over  a  particular   period.  We  compute
standardized  total  return by finding  the annual  percentage  rate that,  when
compounded  annually,  will accumulate a hypothetical $1,000 purchase payment to
the  redeemable  value at the end of the one, five or ten year period,  or for a
period from the date of commencement of the Variable  Sub-Account's  operations,
if shorter than any of the foregoing. We use the following formula prescribed by
the SEC for computing standardized total return:

                               1000(1 + T)n = ERV

where: 

     T    = average annual total return

     ERV  = ending redeemable value of a hypothetical $1,000 payment made at the
            beginning of 1, 5, or 10 year periods or shorter period

     n    = number of years in the period

     1000 = hypothetical $1,000 investment


When factoring in the withdrawal charge assessed upon redemption, we exclude the
Free Withdrawal  Amount,  which is the amount you can withdraw from the Contract
without paying a withdrawal charge. We also use the withdrawal charge that would
apply  upon  redemption  at the end of each  period.  Thus,  for  example,  when
factoring  in the  withdrawal  charge for a one year  standardized  total return
calculation,  we would use the withdrawal charge that applies to a withdrawal of
a purchase payment made one year prior.

When  factoring in the contract  maintenance  charge,  we pro rate the charge by
dividing (i) the contract maintenance charge by (ii) an assumed contract size of
$45,000.  We then multiply the resulting  percentage  by a  hypothetical  $1,000
investment.

No standardized total returns are available for the Variable Sub-Accounts, which
commenced operations as of the date of this Statement of Additional Information.


NON-STANDARDIZED TOTAL RETURNS

From time to time,  we also may quote  average  annual total returns that do not
reflect the  withdrawal  charge.  We  calculate  these  "non-standardized  total
returns" in exactly the same way as the  standardized  total  returns  described
above,  except that we replace the ending  redeemable  value of the hypothetical
account for the period with an ending  redeemable value for the period that does
not take into account any charges on amounts surrendered.

In addition, we may advertise the total return over different periods of time by
means  of  aggregate,  average,  year-by-year  or other  types  of total  return
figures.  Such calculations  would not reflect deductions for withdrawal charges
which may be imposed on the  Contracts  which,  if  reflected,  would reduce the
performance  quoted.  The formula for  computing  such total  return  quotations
involves  a per  unit  change  calculation.  This  calculation  is  based on the
Accumulation  Unit  Value  at the  end  of the  defined  period  divided  by the
Accumulation  Unit Value at the  beginning of such period,  minus 1. The periods
included in such  advertisements are "year-to-date"  (prior calendar year end to
the day of the  advertisement);  "year to most recent  quarter"  (prior calendar
year end to the end of the most recent  quarter);  "the prior calendar  year"; "
'n'  most  recent  Calendar   Years";   and  "Inception   (commencement  of  the
Sub-account's operation) to date" (day of the advertisement).

No non-standardized total returns are shown for the Variable Sub-Accounts, which
commenced operations on the date of this Statement of Additional Information.


ADJUSTED HISTORICAL TOTAL RETURNS

We may  advertise  the  total  return  for  periods  prior to the date  that the
Variable  Sub-Accounts  commenced  operations.  We will calculate such "adjusted
historical  total  returns" using the  performance  of the underlying  Funds and
adjusting such performance to reflect the current level of charges that apply to
the  Variable  Sub-Accounts  under  the  Contract.

The adjusted  historical  total  returns for the Variable  Sub-Accounts  for the
periods ended December 31, 1998 are set out below. No adjusted  historical total
returns  are shown for the  Putnam VT Small  Cap  Value  Fund,  which  commenced
operations on April 30, 1998.

(Without the Enhanced Beneficiary Protection Option
or a Retirement Income Guarantee Rider)

<TABLE>
<CAPTION>
<S>                                             <C>            <C>                <C>    
                                                                                  Ten Years or Since
Variable Sub-Account                            One Year        Five Years        Inception of Fund*

Putnam Asia Pacific  Growth                       -12.73         N/A                 - 5.55
Putnam  Diversified  Income                       - 8.84          3.63                 3.79
The George  Putnam Fund                           N/A            N/A                 - 4.74
Putnam  Global Asset  Allocation                    6.04         11.87                11.05
Putnam  Global Growth                              22.01         12.82                11.07
Putnam Growth and Income                            7.84         17.13                14.42
Putnam Health  Sciences                           N/A            N/A                   3.69
Putnam High Yield                                 -13.10          5.37                 8.33
Putnam  Income                                      0.83          5.05                 7.64
Putnam  International Growth                       10.98         N/A                  13.13
Putnam  International  Growth and Income            3.80         N/A                  11.05
Putnam  International New Opportunities             7.96         N/A                   2.94
Putnam Investors                                  N/A            N/A                  14.55
Putnam Money Market                               - 2.21          2.99                 3.82
Putnam New  Opportunities                          16.66         N/A                  21.09
Putnam New Value                                  - 1.24         N/A                   7.46
Putnam OTC & Emerging Growth                      N/A            N/A                 - 8.87
Putnam Research                                   N/A            N/A                  60.43
Putnam  Utilities Growth and Income                 7.41         13.61                12.99    
Putnam Vista                                       11.99         N/A                  17.23                     
Putnam Voyager                                     16.62         18.37                18.24
- -------------------
</TABLE>


<PAGE>



* Each of the above Funds (Class IB) corresponding to the Variable  Sub-Accounts
commenced  operations  on April 30, 1998,  except for the Putnam VT  Diversified
Income,  Growth and Income,  and  International  Growth Funds,  which  commenced
operations on April 6, 1998,  and the Putnam VT Research Fund,  which  commenced
operations  September 30, 1998. For periods prior to the inception  dates of the
Funds (Class IB), the performance  shown is based on the historical  performance
of the Funds (Class IA),  adjusted to reflect the current  expenses of the Funds
(Class IB). The inception dates for the Funds (Class IA) are as follows:

Global Asset  Allocation,  Growth and Income,  High Yield,  Money  Market,  U.S.
Government and High Quality Bond,  Voyager  commenced  operations on February 1,
1988;  Global Growth commenced  operations on May 1, 1990;  Utilities Growth and
Income  commenced  operations  on  May 1,  1992;  Diversified  Income  commenced
operations on September 15, 1993; New Opportunities  commenced operations on May
2, 1994; Asia Pacific Growth commenced operations on May 1, 1995;  International
Growth,  International Growth and Income,  International New Opportunities,  New
Value and Vista commenced  operations on January 2, 1997; The George Putnam Fund
of  Boston,  Health  Sciences,  Investors  and OTC & Emerging  Growth  commenced
operations on April 30, 1998.



(With the Enhanced Beneficiary Protection Option)*

<TABLE>
<CAPTION>
<S>                                             <C>             <C>               <C>  
                                                                                  Ten Years or Since
Variable Sub-Account                            One Year        Five Years        Inception of Fund**

Putnam Asia Pacific  Growth                       -12.87         N/A                 - 5.70
Putnam  Diversified  Income                       - 8.99          3.47                 3.63
The George  Putnam Fund                           N/A            N/A                 - 4.89
Putnam  Global Asset  Allocation                    5.87         11.70                10.88
Putnam  Global Growth                              21.82         12.64                10.90
Putnam Growth and Income                            7.66         16.95                14.25
Putnam Health  Sciences                           N/A            N/A                   3.52
Putnam High Yield                                 -13.24          5.20                 8.17
Putnam  Income                                      0.67          4.89                 7.48
Putnam  International Growth                       12.80         N/A                  12.95
Putnam  International  Growth and Income            3.63         N/A                  10.88
Putnam  International New Opportunities             7.79         N/A                   2.77
Putnam Investors                                  N/A            N/A                  14.37
Putnam Money Market                               - 2.37          2.83                 3.66
Putnam New  Opportunities                          16.66         N/A                  21.08
Putnam New Value                                  - 1.40         N/A                   7.29
Putnam OTC & Emerging  Growth                     N/A            N/A                 - 9.02
Putnam  Research                                  N/A            N/A                  60.17
Putnam Utilities Growth and Income                  7.24         13.44                12.82
Putnam Vista                                       11.81         N/A                  17.05
Putnam Voyager                                     16.44         18.19                18.06
- -------------------
</TABLE>

         *Performance  figures have been adjusted to reflect the current  charge
for the  Enhanced  Beneficiary  Protection  Option as if that  feature  had been
available throughout the periods shown.

         ** The  inception  dates for the Funds appear in the first  footnote to
the  preceding  table.  For periods  prior to the  inception  dates of the Funds
(Class IB), the performance shown is based on the historical  performance of the
Funds (Class IA),  adjusted to reflect the current  expenses of the Funds (Class
IB). The inception dates for the Funds (Class IA) are shown on the first note to
the preceding table.



<PAGE>





(With Retirement Income Guarantee Rider 1)*

<TABLE>
<CAPTION>
<S>                                             <C>             <C>               <C>    
                                                                                  Ten Years or Since
Variable Sub-Account                            One Year        Five Years        Inception of Fund**

Putnam Asia Pacific  Growth                       -12.78         N/A                 - 5.61
Putnam  Diversified  Income                       - 8.89          3.58                 3.74
The George  Putnam Fund                           N/A            N/A                 - 4.81
Putnam  Global Asset  Allocation                    5.99         11.82                11.02
Putnam  Global Growth                              21.96         12.77                11.03
Putnam Growth and Income                            7.79         17.09                14.39
Putnam Health  Sciences                           N/A            N/A                   3.61
Putnam High Yield                                 -13.15          5.32                 8.30
Putnam  Income                                      0.78          5.01                 7.60
Putnam  International Growth                       10.93         N/A                  13.08
Putnam  International  Growth and Income            3.75         N/A                  11.01
Putnam  International New Opportunities             7.91         N/A                   2.88
Putnam Investors                                  N/A            N/A                  14.48
Putnam Money Market                               - 2.26          2.94                 3.77
Putnam New  Opportunities                          16.61         N/A                  21.05
Putnam New Value                                  - 1.29         N/A                   7.41
Putnam OTC & Emerging  Growth                     N/A            N/A                 - 8.94
Putnam  Research                                  N/A            N/A                  60.15
Putnam Utilities Growth and Income                  7.36         13.57                12.95
Putnam Vista                                       11.94         N/A                  17.18
Putnam Voyager                                     16.57         18.33                18.22
- -------------------
</TABLE>

         *Performance  figures have been adjusted to reflect the current  charge
for Retirement  Income  Guarantee  Rider 1 as if that feature had been available
throughout  the  periods  shown.  For  purposes of  computing  the Rider fee, we
assumed that there were no additional purchase payments or withdrawals, and that
the Contract  Issue Date  coincided  with the inception  date of the Fund (Class
IA).

         ** The  inception  dates for the Funds appear in the first  footnote to
the  preceding  table.  For periods  prior to the  inception  dates of the Funds
(Class IB), the performance shown is based on the historical  performance of the
Funds (Class IA),  adjusted to reflect the current  expenses of the Funds (Class
IB). The inception dates for the Funds (Class IA) are shown on the first note to
the first table above.



<PAGE>




(With Retirement Income Guarantee Rider 2)*

<TABLE>
<CAPTION>
<S>                                             <C>             <C>               <C> 
                                                                                  Ten Years or Since
Variable Sub-Account                            One Year        Five Years        Inception of Fund**

Putnam Asia Pacific  Growth                       -13.05         N/A                 - 5.95
Putnam  Diversified  Income                       - 9.16          3.30                 3.40
The George  Putnam Fund                           N/A            N/A                 - 5.20
Putnam  Global Asset  Allocation                    5.72         11.56                10.77
Putnam  Global Growth                              21.70         12.50                10.75
Putnam Growth and Income                            7.52         16.85                14.17
Putnam Health  Sciences                           N/A            N/A                   3.21
Putnam High Yield                                 -13.41          5.05                 8.04
Putnam  Income                                      0.51          4.72                 7.35
Putnam  International Growth                       10.06         N/A                  12.82
Putnam  International  Growth and Income            3.48         N/A                  10.74
Putnam  International New Opportunities             7.64         N/A                   2.58
Putnam Investors                                  N/A            N/A                  14.06
Putnam Money Market                               - 2.53          2.65                 3.47
Putnam New  Opportunities                          16.34         N/A                  20.82
Putnam New Value                                  - 1.55         N/A                   7.15
Putnam OTC & Emerging  Growth                     N/A            N/A                 - 9.33
Putnam  Research                                  N/A            N/A                  58.66
Putnam Utilities Growth and Income                  7.09         12.68                12.68
Putnam Vista                                       11.68         16.93                16.93
Putnam Voyager                                     16.31         18.03                18.03
- -------------------
</TABLE>

         *Performance  figures have been adjusted to reflect the current  charge
for Retirement  Income  Guarantee  Rider 2 as if that feature had been available
throughout  the  periods  shown.  For  purposes of  computing  the Rider fee, we
assumed  that  Income  Base B applied,  that there were no  additional  purchase
payments or  withdrawals,  and that the Contract  Issue Date  coincided with the
inception date of the Fund (Class IA).

         ** The  inception  dates for the Funds appear in the first  footnote to
the  preceding  table.  For periods  prior to the  inception  dates of the Funds
(Class IB), the performance shown is based on the historical  performance of the
Funds (Class IA),  adjusted to reflect the current  expenses of the Funds (Class
IB). The inception dates for the Funds (Class IA) are shown on the first note to
the first table above.






<PAGE>



Calculation of Accumulation Unit Values

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


The value of Accumulation  Units will change each Valuation  Period according to
the  investment  performance  of the  Fund  shares  purchased  by each  Variable
Sub-Account  and the  deduction of certain  expenses  and charges.  A "Valuation
Period" is the period from the end of one  Valuation  Date and  continues to the
end of the next  Valuation  Date. A Valuation  Date ends at the close of regular
trading on the New York Stock Exchange (currently 3:00 p.m.
Central Time).

The Accumulation  Unit Value of a Variable  Sub-Account for any Valuation Period
equals the  Accumulation  Unit Value as of the immediately  preceding  Valuation
Period,  multiplied  by the Net  Investment  Factor  (described  below) for that
Sub-Account for the current Valuation Period.


NET INVESTMENT FACTOR

The Net Investment  Factor for a Valuation  Period is a number  representing the
change,  since the last Valuation Period,  in the value of Variable  Sub-Account
assets per Accumulation  Unit due to investment  income,  realized or unrealized
capital  gain or loss,  deductions  for taxes,  if any, and  deductions  for the
mortality  and  expense  risk  charge  and  administrative  expense  charge.  We
determine  the Net  Investment  Factor  for each  Variable  Sub-Account  for any
Valuation  Period by dividing  (A) by (B) and  subtracting  (C) from the result,
where:

       (A) is the sum of:

               (1) the net  asset  value per  share of the Fund  underlying  the
               Variable  Sub-Account  determined  at  the  end  of  the  current
               Valuation Period; plus,

               (2)  the  per  share  amount  of any  dividend  or  capital  gain
               distributions   made  by  the  Fund   underlying   the   Variable
               Sub-Account during the current Valuation Period;

       (B) is the net asset value per share of the Fund  underlying the Variable
       Sub-Account  determined  as of  the  end  of  the  immediately  preceding
       Valuation Period; and

       (C) is the mortality and expense risk charge corresponding to the portion
       of the current calendar year that is in the current Valuation Period.






<PAGE>



CALCULATION OF VARIABLE INCOME PAYMENTS


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


We calculate  the amount of the first  variable  income  payment under an Income
Plan by applying the Contract Value allocated to each Variable  Sub-Account less
any  applicable  premium tax charge  deducted at the time, to the income payment
tables in the  Contract.  We divide  the  amount of the first  variable  annuity
income payment by the Variable  Sub-Account's then current Annuity Unit value to
determine the number of annuity units ("Annuity  Units") upon which later income
payments will be based. To determine  income payments after the first, we simply
multiply the number of Annuity Units determined in this manner for each Variable
Sub-Account  by the then current  Annuity Unit value  ("Annuity Unit Value") for
that Variable Sub-Account.


CALCULATION OF ANNUITY UNIT VALUES

Annuity Units in each Variable  Sub-Account  are valued  separately  and Annuity
Unit Values will depend upon the investment experience of the particular Fund in
which the Variable  Sub-Account invests. We calculate the Annuity Unit Value for
each Variable Sub-Account at the end of any Valuation Period by:

o    multiplying the Annuity Unit Value at the end of the immediately  preceding
     Valuation  Period  by the  Variable  Sub-Account's  Net  Investment  Factor
     (described in the preceding section) for the Period; and then

o    dividing the product by the sum of 1.0 plus the assumed investment rate for
     the Valuation Period.

     The assumed  investment  rate adjusts for the interest  rate assumed in the
income  payment tables used to determine the dollar amount of the first variable
income  payment,  and is at an  effective  annual rate which is disclosed in the
Contract.

     We determine the amount of the first variable  income payment paid under an
Income  Plan  using the income  payment  tables  set out in the  Contracts.  The
Contracts  include  tables  that  differentiate  on the basis of sex,  except in
states that require the use of unisex tables.








<PAGE>



GENERAL MATTERS

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


INCONTESTABILITY

We will not contest the Contract after we issue it.


SETTLEMENTS

The Contract must be returned to us prior to any settlement. We must receive due
proof  of the  Contract  Owner(s)  death  (or  Annuitant's  death  if there is a
non-natural Contract Owner) before we will settle a death claim.


SAFEKEEPING OF THE VARIABLE ACCOUNT'S ASSETS

We hold  title  to the  assets  of the  Variable  Account.  We keep  the  assets
physically  segregated and separate and apart from our general corporate assets.
We maintain  records of all purchases and redemptions of the Fund shares held by
each of the Variable Sub-Accounts.

The Funds do not  issue  stock  certificates.  Therefore,  we hold the  Variable
Account's assets in open account in lieu of stock  certificates.  See the Funds'
prospectuses for a more complete description of the custodian of the Funds.


PREMIUM TAXES

Applicable  premium tax rates depend on the Contract  Owner's state of residency
and the  insurance  laws and our status in those states where  premium taxes are
incurred.  Premium  tax  rates may be  changed  by  legislation,  administrative
interpretations, or judicial acts.


TAX RESERVES

We do not establish capital gains tax reserves for any Variable  Sub-Account nor
do we deduct  charges for tax reserves  because we believe  that  capital  gains
attributable to the Variable  Account will not be taxable.  However,  we reserve
the right to deduct  charges to establish  tax reserves for  potential  taxes on
realized or unrealized capital gains.



<PAGE>



FEDERAL TAX MATTERS

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


THE FOLLOWING  DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE.  WE MAKE
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 the individual  circumstances
of each person.  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 is taxed as a life  insurance  company  under Part I of Subchapter L of
the Internal  Revenue Code. Since the Variable Account is not an entity separate
from Allstate,  and its operations form a part of Allstate, it will not be taxed
separately as a "Regulated  Investment  Company" under Subchapter M of the Code.
Investment  income  and  realized  capital  gains of the  Variable  Account  are
automatically  applied to increase  reserves under the Contract.  Under existing
federal income tax law, Allstate  believes that the Variable Account  investment
income and  capital  gains will not be taxed to the extent  that such income and
gains are applied to increase  the  reserves  under the  Contract.  Accordingly,
Allstate does not anticipate that it will incur any federal income tax liability
attributable to the Variable Account,  and therefore Allstate does not intend to
make provisions for any such taxes. If Allstate is taxed on investment income or
capital gains of the Variable Account, then Allstate may impose a charge against
the Variable Account in order to make provision for such taxes.


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) 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.


IRS REQUIRED DISTRIBUTION AT DEATH RULES

In order to be considered an annuity  contract for federal  income tax purposes,
the Contract must provide: (1) 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  Owner's
death; (2) 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  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 Owner's death. If the Contract Owner's
designated Beneficiary is the surviving spouse of the 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 be treated as the death of the Contract Owner.


<PAGE>



QUALIFIED PLANS

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


The Contract may be used with several  types of qualified  plans.  The tax rules
applicable to participants in such qualified plans vary according to the type of
plan and the terms and conditions of the plan itself.  Adverse tax  consequences
may result from excess  contributions,  premature  distributions,  distributions
that do not conform to specified  commencement and minimum  distribution  rules,
excess   distributions   and  in  other   circumstances.   Contract  Owners  and
participants under the plan and Annuitants and Beneficiaries  under the Contract
may be subject to the terms and  conditions of the plan  regardless of the terms
of the Contract.


INDIVIDUAL RETIREMENT ANNUITIES

Section  408 of the  Code  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  plans may be "rolled  over" on a
tax-deferred basis into an Individual  Retirement  Annuity. An IRA generally may
not provide life  insurance,  but it may provide a death benefit that equals the
greater  of the  premiums  paid and the  Contract's  Cash  Value.  The  Contract
provides a death benefit that in certain circumstances may exceed the greater of
the payments and the Contract Value. It is possible that the death benefit could
be viewed as violating the prohibition on investment in life insurance contracts
with the  result  that the  Contract  would  not be  viewed  as  satisfying  the
requirements of an IRA.


ROTH INDIVIDUAL RETIREMENT ANNUITIES

Section  408A of the Code 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.  "Qualified  distributions"  from Roth  Individual
Retirement   Annuities  are  not   includible   in  gross   income.   "Qualified
distributions" are any distributions made more than five taxable years after the
taxable  year  of the  first  contribution  to the  Roth  Individual  Retirement
Annuity,  and which are made on or after the date the individual  attains age 59
1/2, made to a beneficiary  after the owner's death,  attributable  to the owner
being disabled or for a first time home purchase  (first time home purchases are
subject  to a  lifetime  limit of  $10,000).  "Nonqualified  distributions"  are
treated as made from  contributions  first and are includible in gross income to
the  extent  such  distributions  exceed  the  contributions  made  to the  Roth
Individual   Retirement   Annuity.   The  taxable  portion  of  a  "nonqualified
distribution" may be subject to the 10% penalty tax on premature  distributions.
Subject to certain limitations,  a traditional  Individual Retirement Account or
Annuity  may be  converted  or  "rolled  over" to a Roth  Individual  Retirement
Annuity.  The  taxable  portion of a  conversion  or  rollover  distribution  is
includible  in  gross  income,  but is  exempted  from  the 10%  penalty  tax on
premature distributions.


SIMPLIFIED EMPLOYEE PENSION PLANS

Section  408(k) of the Code allows  employers to establish  simplified  employee
pension plans for their  employees  using the employees'  individual  retirement
annuities  if certain  criteria  are met.  Under these plans the  employer  may,
within  specified  limits,  make  deductible  contributions  on  behalf  of  the
employees to their individual retirement  annuities.  Employers intending to use
the Contract in connection with such plans should seek competent advice.


SAVINGS INCENTIVE MATCH PLANS FOR EMPLOYEES (SIMPLE PLANS)

Sections  408(p)  and  401(k)  of the  Code  allow  employers  with 100 or fewer
employees to establish SIMPLE retirement plans for their employees. SIMPLE plans
may be structured as a SIMPLE retirement account using an employee's IRA to hold
the assets or as a Section  401(k)  qualified cash or deferred  arrangement.  In
general,  a SIMPLE plan  consists  of a salary  deferral  program  for  eligible
employees and matching or nonelective contributions made by employers. Employers
intending  to use the  Contract in  conjunction  with SIMPLE  plans  should seek
competent tax and legal advice.


TAX SHELTERED ANNUITIES

Section  403(b) of the Code permits  public  school  employees  and employees of
certain types of tax-exempt organizations (specified in Section 501(c)(3) of the
Code) to have their employers  purchase annuity  contracts for them, and subject
to certain  limitations,  to exclude the purchase  payments from the  employees'
gross income.  An annuity  contract used for a Section  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,  separates  from service,
dies,  becomes  disabled  or on the  account  of  hardship  (earnings  on salary
reduction contributions may not be distributed for hardship).  These limitations
do not apply to  withdrawals  where Allstate is directed to transfer some or all
of the Contract Value to another 403(b) plan.


CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS

Sections 401(a) and 403(a) of the Code permit  corporate  employers to establish
various types of tax favored  retirement plans for employees.  The Self-Employed
Individuals  Retirement Act of 1962, as amended,  (commonly referred to as "H.R.
10" or "Keogh")  permits  self-employed  individuals  to  establish  tax favored
retirement plans for themselves and their  employees.  Such retirement plans may
permit the purchase of annuity  contracts in order to provide benefits under the
plans.


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. To the extent the  Contracts are used in connection  with an
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.  Generally,  under the non-natural owner rules, such Contracts are not
treated as annuity contracts for federal income tax purposes. Under these plans,
contributions  made for the benefit of the  employees  will not be includible in
the employees' gross income until  distributed from the plan.  However,  under a
Section 457 plan all the compensation deferred under the plan must remain solely
the  property  of the  employer,  subject  only to the claims of the  employer's
general  creditors,  until  such time as made  available  to the  employee  or a
beneficiary.



<PAGE>

EXPERTS
- ------------------------------------------------------------------------------

The combined statutory basis financial  statements of Allstate appearing in this
Statement of Additional  Information  (which is incorporated by reference in the
prospectus of Allstate Life  Insurance  Company  Separate  Account A of Allstate
Life  Insurance  Company)  have been  audited by Deloitte & Touche,  LLP, 180 N.
Stetson Avenue, Chicago, Illinois 60601-6710, independent auditors, as stated in
their report  appearing  herein and are included in reliance  upon the report of
such firm given upon their authority as experts in accounting and auditing.

<PAGE>


COMBINED STATUTORY BASIS FINANCIAL STATEMENTS

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


The  combined   statutory  basis  financial   statements  of  Allstate  and  the
accompanying Report of Independent Auditors appear on the pages that follow. The
financial  statements of Allstate  included  herein should be considered only as
bearing  upon  the  ability  of  Allstate  to meet  its  obligations  under  the
Contracts.




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission