ALLSTATE LIFE INSURANCE CO SEPARATE ACCOUNT A
N-4, 2000-02-29
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 29, 2000.

                                                           FILE NOS. 333-_____
                                                                     811-09227

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-4

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/

                        POST-EFFECTIVE AMENDMENT NO. _

                                     AND/OR

               REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
                                   ACT OF 1940

                               AMENDMENT NO. 6 /X/

               ALLSTATE LIFE INSURANCE COMPANY SEPARATE ACCOUNT A
                           (Exact Name of Registrant)

                         ALLSTATE LIFE INSURANCE COMPANY
                               (Name of Depositor)

                         ALLSTATE LIFE INSURANCE COMPANY
                                3100 SANDERS ROAD
                           NORTHBROOK, ILLINOIS 60062
                                 1-800/390-1277
         (Address and Telephone Number of Depositor's Principal Offices)

                               MICHAEL J. VELOTTA
              SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                         ALLSTATE LIFE INSURANCE COMPANY
                                3100 SANDERS ROAD
                           NORTHBROOK, ILLINOIS 60062
                                  847/402-2400
       (Name, Complete Address and Telephone Number of Agent for Service)

                                   COPIES TO:

       RICHARD T. CHOI, ESQUIRE                  TERRY R. YOUNG, ESQUIRE
    FREEDMAN, LEVY, KROLL & SIMONDS            ALLSTATE DISTRIBUTORS, L.L.C.
     1050 CONNECTICUT AVENUE, N.W.                3100 SANDERS ROAD, J5B
               SUITE 825                        NORTHBROOK, ILLINOIS 60062
      WASHINGTON, D.C. 20036-5366

Approximate date of proposed public offering: As soon as practicable after the
effective date of the registration statement.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its  effective  date until the  registrant  shall
file a further  amendment  which  specifically  states that this  registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration shall become effective on
such date as the Commission, acting pursuant to Section 8(a), may determine.

Title of Securities Being  Registered:  Units of interest in the Allstate Life
Insurance  Company Separate Account A under flexible premium deferred variable
annuity contracts.

<PAGE>

                          THE PUTNAM ALLSTATE ADVISOR


ALLSTATE LIFE INSURANCE COMPANY                PROSPECTUS DATED APRIL 28, 2000
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
TELEPHONE NUMBER: 1-800-390-1277


Allstate  Life  Insurance  Company  ("ALLSTATE")  is  offering  the  following
individual and group flexible  premium  deferred  variable  annuity  contracts
(each, a "CONTRACT"):

      o     Putnam Allstate Advisor
      o     Putnam Allstate Advisor - A
      o     Putnam Allstate Advisor - L
      o     Putnam Allstate Advisor Plus

Each Contract has different  features and charges.  This  prospectus  contains
information about each Contract that you should know before investing.  Please
keep it for future reference.

Each Contract  currently offers several investment  alternatives  ("INVESTMENT
ALTERNATIVES").  The  investment  alternatives  include up to 3 fixed  account
options ("FIXED ACCOUNT OPTIONS"),  depending on the Contract,  and include 24
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>
<S>                                                   <C>
  Putnam VT American Government Income Fund           Putnam VT International Growth and Income Fund
  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 Growth Opportunities Fund                 Putnam VT Research Fund
  Putnam VT Health Sciences Fund                      Putnam VT Small Cap Value Fund
  Putnam VT High Yield Fund                           Putnam VT Utilities Growth and Income Fund
  Putnam VT Income Fund                               Putnam VT Vista Fund
  Putnam VT International Growth Fund                 Putnam VT Voyager Fund
</TABLE>

For Putnam  Allstate  Advisor  Plus  Contracts,  each time you make a purchase
payment,  we will  add to your  Contract  value  ("Contract  Value")  a credit
enhancement ("Credit  Enhancement") equal to 4% of such purchase payment. Over
time, the amount of the Credit Enhancement may be more than offset by the fees
associated with the Credit Enhancement.

WE (Allstate)  have filed a Statement of Additional  Information,  dated April
28, 2000,  with the Securities and Exchange  Commission  ("SEC").  It contains
more information about each 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 __ 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.


                                      1

<PAGE>

                  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.

IMPORTANT         THE CONTRACTS MAY BE DISTRIBUTED THROUGH BROKER-DEALERS THAT
 NOTICES          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.


                                      2

<PAGE>

 TABLE OF CONTENTS
 -----------------------------------------------------------------------------

                                                                          PAGE

                  IMPORTANT TERMS.........................................
                  THE CONTRACTS AT A GLANCE ..............................
OVERVIEW          HOW THE CONTRACTS WORK..................................
                  EXPENSE TABLE...........................................
                  FINANCIAL INFORMATION...................................



                  THE CONTRACTS...........................................
                  PURCHASES...............................................
                  CONTRACT VALUE..........................................
CONTRACT          INVESTMENT ALTERNATIVES.................................
FEATURES            The Variable Sub-Accounts.............................
                    The Fixed Account.....................................
                    Transfers.............................................
                  EXPENSES................................................
                  ACCESS TO YOUR MONEY....................................
                  INCOME PAYMENTS.........................................
                  DEATH BENEFITS..........................................



                  MORE INFORMATION........................................
   OTHER          TAXES...................................................
INFORMATION       PERFORMANCE INFORMATION.................................
                  STATEMENT OF  ADDITIONAL INFORMATION TABLE OF CONTENTS..
                  APPENDIX A..............................................
                  APPENDIX B..............................................
                  APPENDIX C..............................................


                                      3

<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......................................................
  ACCUMULATION UNIT ......................................................
  ACCUMULATION UNIT VALUE ................................................
  ALLSTATE ("WE").........................................................
  ANNUITANT...............................................................
  AUTOMATIC ADDITIONS PROGRAM.............................................
  AUTOMATIC FUND REBALANCING PROGRAM......................................
  BENEFICIARY ............................................................
  CANCELLATION PERIOD ....................................................
  *CONTRACT ..............................................................
  CONTRACT ANNIVERSARY....................................................
  CONTRACT OWNER ("YOU") .................................................
  CONTRACT VALUE .........................................................
  CONTRACT YEAR ..........................................................
  CREDIT ENHANCEMENT......................................................
  DOLLAR COST AVERAGING PROGRAM...........................................
  DUE PROOF OF DEATH......................................................
  ENHANCED BENEFICIARY PROTECTION OPTION..................................
  FIXED ACCOUNT OPTIONS...................................................
  FREE WITHDRAWAL AMOUNT .................................................
  FUNDS...................................................................
  GUARANTEE  PERIOD ......................................................
  INCOME BASE.............................................................
  INCOME PLAN ............................................................
  INVESTMENT ALTERNATIVES ................................................
  ISSUE DATE .............................................................
  MAXIMUM ANNIVERSARY VALUE...............................................
  NET PURCHASE PAYMENTS...................................................
  PAYOUT PHASE............................................................
  PAYOUT START DATE ......................................................
  RETIREMENT INCOME GUARANTEE RIDER.......................................
  RIGHT TO CANCEL ........................................................
  SEC.....................................................................
  SETTLEMENT  VALUE ......................................................
  STANDARD FIXED ACCOUNT OPTION...........................................
  SYSTEMATIC WITHDRAWAL PROGRAM ..........................................
  VALUATION DATE..........................................................
  VARIABLE ACCOUNT .......................................................
  VARIABLE SUB-ACCOUNT ...................................................

      * In  certain  states  a  Contract  may be  available  only  as a  group
      Contract.  If you  purchase  a  group  Contract,  we  will  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.
      References to "Contract"  also include all four Contracts  listed on the
      cover page of this  prospectus,  unless  otherwise  noted.  However,  we
      administer each Contract separately.


                                      4

<PAGE>

 THE CONTRACTS AT A GLANCE
 -----------------------------------------------------------------------------

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

 =============================================================================

  FLEXIBLE PAYMENTS     You can  purchase  each  Contract  with as  little  as
                        $1,000  ($500  for  QUALIFIED  CONTRACTS,   which  are
                        Contracts  issued with a qualified  plan,  and $10,000
                        for Putnam  Allstate  Advisor - L and Putnam  Allstate
                        Advisor Plus Contracts).  You can add to your Contract
                        as often and as much as you like, but each  subsequent
                        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.

                        For Putnam Allstate Advisor Plus Contracts,  each time
                        you  make a  purchase  payment,  we  will  add to your
                        Contract  Value a  Credit  Enhancement  equal to 4% of
                        such purchase payment.

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

  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
                        federal  or  state  law   permits,   to  reflect   the
                        investment  experience of any amounts allocated to the
                        Variable Account. If you exercise your RIGHT TO CANCEL
                        the  Contract,  the  amount  we refund to you will not
                        include any Credit Enhancement.  See "Right to Cancel"
                        for details.

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

  EXPENSES              You will bear the following expenses:

                        o     Mortality  and expense  risk  charge  equal to a
                              percentage  of  average  daily net  assets.  The
                              percentage, on an annual basis, is 0.80% for the
                              Putnam Allstate Advisor - A Contracts, 1.25% for
                              the Putnam Allstate Advisor Contracts, 1.65% for
                              the  Putnam  Allstate  Advisor - L and 1.60% for
                              the Putnam Allstate  Advisor Plus Contracts.  An
                              additional  0.15%  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
                              (Putnam Allstate Advisor  Contracts only; waived
                              in certain cases)
                        o     Front end sales  charge  ranging  from  5.75% to
                              0.50% of the amount of purchase payments (Putnam
                              Allstate Advisor - A Contracts only)
                        o     Withdrawal  charges  ranging  from  0%  to 8% of
                              purchase   payments   withdrawn   (with  certain
                              exceptions;  lower  percentages  apply to Putnam
                              Allstate Advisor, - A, and - L Contracts)
                        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.
 =============================================================================


                                      5

<PAGE>

 =============================================================================

  INVESTMENT            Each Contract offers several  investment  alternatives
  ALTERNATIVES          including:

                        o     3 Fixed Account  Options that credit interest at
                              rates we  guarantee  (only  the  Standard  Fixed
                              Account  Option is  available  under the  Putnam
                              Allstate Advisor Plus and L Contracts)
                        o     24  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.

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

  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 two 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 income  payments  begin, 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.

 =============================================================================


                                      6

<PAGE>

 HOW THE CONTRACTS WORK
 -----------------------------------------------------------------------------

      Each Contract basically works in two ways.

      First,  each  Contract  can help you (we  assume  you are the  "CONTRACT
OWNER")  save for  retirement  because  you can invest in up to 27  investment
alternatives  (25 in the case of  Putnam  Allstate  Advisor  Plus  and  Putnam
Advisor-L Contracts) 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 a
Fixed Account  Option,  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,  each 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 __. 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.

[graphic]


      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
Contracts work.


                                      7

<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
 -----------------------------------------------------------------------------

Sales Charge  Imposed on Purchases  (as a percentage  of purchase  payments --
Putnam Allstate Advisor - A Contracts Only)

<TABLE>
<CAPTION>
   PURCHASE PAYMENT AMOUNT                                             SALES CHARGE PERCENTAGE
<S>                                                                                <C>
   Less than $50,000                                                               5.75%
   At least $50,000 but less than $100,000                                         4.50%
   At least $100,000 but less than $250,000                                        3.50%
   At least $250,000 but less than $500,000                                        2.50%
   At least $500,000 but less than $1,000,000                                      2.00%
   At least $1,000,000                                                             0.50%
</TABLE>

 =============================================================================

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

<TABLE>
<CAPTION>
CONTRACT:                           NUMBER OF COMPLETE YEARS SINCE WE RECEIVED PAYMENT BEING WITHDRAWN/
                                    APPLICABLE CHARGE:
<S>                                    <C>     <C>      <C>      <C>      <C>      <C>     <C>      <C>      <C>
   Putnam Allstate Advisor - A         0       1+
                                       0.5%**  0%

   Putnam Allstate Advisor             0       1        2        3        4        5       6        7+
                                       7%      7%       6%       5%       4%       3%      2%       0%

   Putnam Allstate Advisor - L         0       1        2+
                                       2%      1%       0%

   Putnam Allstate Advisor Plus        0       1        2        3        4        5       6        7        8+
                                       8%      8%       8%       7%       6%       5%      4%       3%       0%
</TABLE>

 =============================================================================

Annual  Contract   Maintenance   Charge  (Putnam  Allstate  Advisor  Contracts
only)...........$30***

 =============================================================================


                                      8

<PAGE>

 =============================================================================

Transfer Fee (all Contracts)...............................0.50% of the amount
                                                              transferred****

 =============================================================================

*     Each Contract  Year, you may withdraw up to the FREE  WITHDRAWAL  AMOUNT
offered  under your  Contract  without  incurring a  withdrawal  charge  (none
offered  under  Putnam  Allstate  Advisor - A or Putnam  Allstate  Advisor - L
Contracts). SEE "Withdrawal Charges," for more information.

**    Currently  assessed on Contracts that have total purchase payments of at
least $1,000,000.

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

****  Applies  solely to the 13th and subsequent  transfers  within a Contract
Year,  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)

 =============================================================================

<TABLE>
<CAPTION>
                                                       Mortality and                                    Total Variable
                                                          Expense            Administrative             Account Annual
   Contract                                             Risk Charge*             Charge                    Expenses
   --------                                            -------------         --------------             --------------
<S>                                                        <C>                    <C>                        <C>
   Putnam Allstate Advisor - A                             0.80%                  0.00%                      0.80%
   Putnam Allstate Advisor                                 1.25%                  0.00%                      1.25%
   Putnam Allstate Advisor - L                             1.65%                  0.00%                      1.65%
   Putnam Allstate Advisor Plus                            1.60%                  0.00%                      1.60%
</TABLE>

 =============================================================================

* If you select the Enhanced Beneficiary  Protection Option, the mortality and
expense risk charge will be an additional .15%.

 =============================================================================

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.

 =============================================================================


                                      9

<PAGE>

 =============================================================================

FUND ANNUAL EXPENSES (AFTER  VOLUNTARY  REDUCTIONS AND  REIMBURSEMENTS)  (AS A
PERCENTAGE OF FUND AVERAGE DAILY NET ASSETS)(1)

 =============================================================================

<TABLE>
<CAPTION>
                                                                                                              Total Annual
                                                         Management          Rule 12b-1          Other            Fund
   Fund                                                    Fees                 Fees           Expenses         Expenses
 -------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>
   Putnam VT American Government Income Fund (2)                               0.15%
   Putnam VT Asia Pacific Growth Fund                                          0.15%
   Putnam VT Diversified Income Fund                                           0.15%
   Putnam VT The George Putnam Fund of Boston (2)                              0.15%
   Putnam VT Global Asset Allocation Fund                                      0.15%
   Putnam VT Global Growth Fund                                                0.15%
   Putnam VT Growth and Income Fund                                            0.15%
   Putnam VT Growth Opportunities Fund                                         0.15%
   Putnam VT Health Sciences Fund (2)                                          0.15%
   Putnam VT High Yield Fund                                                   0.15%
   Putnam VT Income Fund                                                       0.15%
   Putnam VT International Growth Fund                                         0.15%
   Putnam VT International Growth and Income Fund                              0.15%
   Putnam VT International New Opportunities Fund (2)                          0.15%
   Putnam VT Investors Fund (2)                                                0.15%
   Putnam VT Money Market Fund                                                 0.15%
   Putnam VT New Opportunities Fund                                            0.15%
   Putnam VT New Value Fund                                                    0.15%
   Putnam VT OTC & Emerging Growth Fund (2)                                    0.15%
   Putnam VT Research Fund (2)                                                 0.15%
   Putnam VT Small Cap Value Fund                                              0.15%
   Putnam VT Utilities Growth and Income Fund                                  0.15%
   Putnam VT Vista Fund                                                        0.15%
   Putnam VT Voyager Fund                                                      0.15%
</TABLE>

 =============================================================================

(1)   Figures  shown in the table are for the period ended  December 31, 1999,
      except that the figures  for the Putnam VT  American  Government  Income
      Fund and Putnam VT Growth Opportunities Fund, which commenced operations
      on January 31, 2000,  are based on  estimates  for the Fund's first full
      fiscal year.  Figures  shown in the table  include  amounts paid through
      expense  offset  and  brokerage  service  arrangements.  See the  Fund's
      prospectus  for more  information  about  12b-1 fees  payable  under the
      Fund's distribution plan.

(2)   Absent  voluntary  reductions  and  reimbursements  for  certain  Funds,
      management fees, Rule 12b-1 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>
<S>                                                                            <C>
   Putnam VT American Government Income Fund                                   0.15%
   Putnam VT The George Putnam Fund of Boston                                  0.15%
   Putnam VT Health Sciences Fund                                              0.15%
   Putnam VT International New Opportunities Fund                              0.15%
   Putnam VT Investors Fund                                                    0.15%
   Putnam VT OTC & Emerging Growth Fund                                        0.15%
   Putnam VT Research Fund                                                     0.15%
</TABLE>

 =============================================================================


                                      10

<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 (no withdrawal  charge is included in the calculations
            for  the  Putnam  Allstate  Advisor  -  A  Contracts   because  no
            withdrawal charge applies after one year);
      o     elect the Enhanced Beneficiary Protection Option; 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.

<TABLE>
<CAPTION>
                                     Putnam Allstate       Putnam Allstate        Putnam Allstate       Putnam Allstate
                                       Advisor - A              Advisor             Advisor - L           Advisor Plus
 Sub-account                         1 Year     3 Year     1 Year      3 Year     1 Year     3 Year     1 Year      3 Year
 -----------                         ------     ------     ------      ------     ------     ------     ------      ------
<S>                                  <C>        <C>        <C>         <C>        <C>        <C>        <C>         <C>
Putnam American Government
  Income
Putnam Asia Pacific Growth
Putnam  Diversified Income
The George Putnam Fund
Putnam Global Asset Allocation
Putnam Global Growth
Putnam Growth and Income
Putnam Growth Opportunities
Putnam Health Sciences
Putnam High Yield
Putnam Income
Putnam International Growth
Putnam International Growth
  and Income
Putnam International New
  Opportunities
Putnam Investors
Putnam Money Market
Putnam New Opportunities
Putnam New Value
Putnam OTC & Emerging
  Growth
Putnam Research
Putnam Small Cap Value
Putnam Utilities Growth and
  Income
Putnam Vista
Putnam Voyager
</TABLE>


                                      11

<PAGE>

EXAMPLE 2

Same  assumptions as Example 1 above,  except that you decide 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.

<TABLE>
<CAPTION>
                                     Putnam Allstate       Putnam Allstate        Putnam Allstate
                                         Advisor              Advisor - L           Advisor Plus
 SUB-ACCOUNT                         1 Year     3 Year     1 Year      3 Year     1 Year     3 Year
 -----------                         ------     ------     ------      ------     ------     ------
<S>                                  <C>        <C>        <C>         <C>        <C>        <C>
Putnam American Government
  Income
Putnam Asia Pacific Growth
Putnam  Diversified Income
The George Putnam Fund
Putnam Global Asset Allocation
Putnam Global Growth
Putnam Growth and Income
Putnam Growth Opportunities
Putnam Health Sciences
Putnam High Yield
Putnam Income
Putnam International Growth
Putnam International Growth
  and Income
Putnam International New
  Opportunities
Putnam Investors
Putnam Money Market
Putnam New Opportunities
Putnam New Value
Putnam OTC & Emerging
  Growth
Putnam Research
Putnam Small Cap Value
Putnam Utilities Growth and
  Income
Putnam Vista
Putnam Voyager
</TABLE>


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
ENHANCED  BENEFICIARY  PROTECTION  OPTION AND THE RETIREMENT  INCOME GUARANTEE
RIDER 2 AND THAT INCOME BASE B IS  APPLIED.  IF ONE OR BOTH OF THESE  FEATURES
WERE NOT ELECTED,  THE EXPENSE FIGURES SHOWN ABOVE WOULD BE SLIGHTLY LOWER. TO
REFLECT THE CONTRACT  MAINTENANCE  CHARGE IN THE EXAMPLES (FOR PUTNAM ALLSTATE
ADVISOR CONTRACTS ONLY), WE ESTIMATED AN EQUIVALENT  PERCENTAGE CHARGE,  BASED
ON AN ASSUMED  AVERAGE  CONTRACT  SIZE OF $45,000.  THE FIGURES FOR THE PUTNAM
ALLSTATE ADVISOR - A CONTRACT ASSUME A 5.75% SALES CHARGE.


                                      12

<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.

Accumulation  Unit Values for Putnam Allstate  Advisor - A and Putnam Allstate
Advisor  Contracts appear in Appendix C. No Accumulation Unit Values are shown
for the Putnam Allstate Advisor - L and Putnam Allstate Advisor Plus Contracts
which  were  first  offered  as  of  February  4,  2000  and  April  28,  2000
respectively.

The financial  statements of Allstate and the Variable  Account  appear in the
Statement of Additional Information.


                                      13

<PAGE>

 THE CONTRACT
 -----------------------------------------------------------------------------

CONTRACT OWNER

A Putnam  Allstate  Advisor  Contract 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 __.

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


                                      14

<PAGE>

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 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 the assignor
signs it and files 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.


                                      15

<PAGE>

 PURCHASES
 -----------------------------------------------------------------------------


MINIMUM PURCHASE PAYMENTS

Your initial  purchase  payment  must be at least  $1,000 ($500 for  Qualified
Contracts; $10,000 for Putnam Allstate Advisor - L and Putnam Allstate Advisor
Plus  Contracts).  All subsequent  purchase  payments under a Contract 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 (net purchase payment in the case of Putnam Allstate Advisor
- - A Contracts) among the investment alternatives.  For Putnam Allstate Advisor
- - A Contracts,  your net purchase  payment is your  purchase  payment less the
applicable  sales charge.  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 (net purchase  payment in the case of
Putnam  Allstate  Advisor  -  A  Contracts)  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 (net purchase payment in the case
of Putnam  Allstate  Advisor - A Contracts)  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.


CREDIT ENHANCEMENT (PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS ONLY)

Each time you make a purchase  payment,  we will add to your Contract  Value a
Credit  Enhancement equal to 4% of the purchase payment.  If you exercise your
Right to Cancel the Contract, the amount we refund to you will not include any
Credit  Enhancement.  See  "Right to  Cancel"  below for  details.  The Credit
Enhancement may not be available in all states.

We will  allocate  any  Credit  Enhancements  to the  investment  alternatives
according to the allocation  instructions you have on file with us at the time
we receive your purchase  payment.  We will  allocate each Credit  Enhancement
among the investment alternatives in the same proportions as the corresponding
purchase payment. For purposes of determining the death benefit and the amount


                                      16

<PAGE>

applied to an Income Plan, Credit  Enhancements will be included with purchase
payments.  We do not consider  Credit  Enhancements  to be  investments in the
Contract for income tax purposes.

We use a portion of the  withdrawal  charge and  mortality  and  expense  risk
charge to help recover the cost of providing the Credit  Enhancement under the
Contract.  See "Expenses."  Under certain  circumstances  (such as a period of
poor market  performance) the cost associated with the Credit  Enhancement may
exceed the sum of the Credit Enhancement and any related earnings.  You should
consider this possibility before purchasing the Contract.

RIGHT TO CANCEL

You may cancel your  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 federal or state law
permits,  to reflect  investment  gain or loss that  occurred from the date of
allocation through the date of cancellation.

For Putnam  Allstate  Advisor Plus  Contracts,  we are applying for regulatory
relief to enable us to recover the amount of any Credit Enhancement applied to
Contracts that are cancelled during the Cancellation  Period. Until we receive
such relief,  we will  return,  upon  cancellation,  the amount you would have
received  had there been no Credit  Enhancement.  That  means  that  except in
states  where we are  required  by law to return the  amount of your  purchase
payments,  the  amount we return  will  reflect  any  investment  gain or loss
associated  with your Variable  Account  purchase  payments,  will include any
charges deducted that reduced  Contract Value prior to cancellation,  and will
reflect any investment gain on the Credit Enhancement but will not include any
investment loss associated with the Credit  Enhancement.  After we receive the
requested regulatory relief, the amount we return to you upon exercise of this
Right to Cancel  will not  include  any  Credit  Enhancement  or the amount of
charges  deducted  prior to  cancellation  but will reflect,  except in states
where we are  required  to return the amount of your  purchase  payments,  any
investment  gain  or loss  associated  with  your  Variable  Account  purchase
payments  and with the Credit  Enhancement.  We reserve  the right to allocate
your purchase payments to the Putnam Money Market Variable  Sub-Account during
the Cancellation Period.


                                      17

<PAGE>

 CONTRACT VALUE
 -----------------------------------------------------------------------------


On the Issue Date, the Contract Value is equal to the initial purchase payment
(net purchase payment in the case of Putnam Allstate Advisor-A Contracts; plus
the  Credit  Enhancement  in the  case of the  Putnam  Allstate  Advisor  Plus
Contracts).   Thereafter,   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 Option(s) offered by your Contract.


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
(net purchase payment in the case of Putnam Allstate Advisor - A Contracts) or
transfer 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 or transfer.  For example,  if we receive a $10,000  purchase  payment
(net purchase  payment in the case of Putnam  Allstate  Advisor - A Contracts)
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.  For the Putnam Allstate Advisor Plus Contracts,
we also  would  credit you with an  additional  40  Accumulation  Units of the
Variable  Sub-Account  to reflect the 4% Credit  Enhancement  on your purchase
payment. See "Credit  Enhancement."  Withdrawals and transfers from a Variable
Sub-Account would, of course,  reduce the number of Accumulation Units of that
Sub-Account allocated to your Contract.


ACCUMULATION UNIT VALUE

As a general matter, the Accumulation Unit Value for each Variable Sub-Account
for each Contract 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  withdrawal  charges,  Retirement  Income  Guarantee  charges (if
applicable),  transfer fees, and contract maintenance charges (Putnam Allstate
Advisor  Contracts only) 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 Values, please refer to the Statement of Additional Information.

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


                                      18

<PAGE>


 INVESTMENT ALTERNATIVES:  THE VARIABLE SUB-ACCOUNTS
 -----------------------------------------------------------------------------


You may allocate your purchase  payments (net purchase payments in the case of
Putnam Allstate Advisor - A Contracts) to up to 24 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>
 =====================================================================================================================
 FUND:                                                 EACH FUND SEEKS:
 =====================================================================================================================
<S>                                                    <C>
Putnam VT American Government Income Fund              High current income with preservation of capital as a
                                                       secondary objective
 ---------------------------------------------------------------------------------------------------------------------
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 Growth Opportunity Fund                      Capital appreciation
 ---------------------------------------------------------------------------------------------------------------------
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


                                      19

<PAGE>

ENDORSED  BY ANY BANK AND ARE NOT  INSURED BY THE  FEDERAL  DEPOSIT  INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.


                                      20

<PAGE>

 INVESTMENT ALTERNATIVES: THE FIXED ACCOUNT
 -----------------------------------------------------------------------------


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  (only the
Standard Fixed Account Option is available under Putnam  Allstate  Advisor - L
or Putnam Allstate  Advisor Plus  Contracts).  We may offer  additional  Fixed
Account  options in the future.  We will credit a minimum annual interest rate
of 3% to money you  allocate  to any of the Fixed  Account  Options  available
under your  Contract.  The Fixed  Account  Options may not be available in all
states. In addition, Allstate may limit the availability of the Standard Fixed
Account  Option.   Please  consult  with  your   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 the Fixed
Account  does not entitle  you to share in the  investment  experience  of the
Fixed Account.


DOLLAR COST  AVERAGING  FIXED ACCOUNT  OPTIONS  (PUTNAM  ALLSTATE  ADVISOR AND
PUTNAM ALLSTATE ADVISOR - A CONTRACTS ONLY)

You may establish a DOLLAR COST AVERAGING PROGRAM, as described on page __, by
allocating  purchase  payments  (net  purchase  payments in the case of Putnam
Allstate Advisor - A Contracts) 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 (net purchase
payments  in the case of  Putnam  Allstate  Advisor - A  Contracts)  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 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 representative for availability.


STANDARD FIXED ACCOUNT OPTION

Each  purchase  payment (net purchase  payment in the case of Putnam  Allstate
Advisor - A Contracts;  plus the appropriate portion of the Credit Enhancement
in the case of Putnam Allstate  Advisor Plus Contracts) 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.

We will credit  interest  daily at a rate that will  compound over the year to
the annual interest rate we guaranteed at the time of allocation.


                                      21

<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 or 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 6 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
make up to 12 transfers per Contract  Year. You may not convert any portion of
your  fixed  income  payments  into  variable  income  payments.  You may 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.


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,


                                      22

<PAGE>

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.


                                      23

<PAGE>

Example:

      Assume that you want your initial purchase payment (net purchase payment
      in the case of Putnam  Allstate  Advisor - A  Contracts)  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 in
      a Contract or Contracts  rebalanced  quarterly,  on the first day of the
      next  quarter  we would  sell some of your  units in the  Putnam  Income
      Variable  Sub-Account for the appropriate  Contract(s) 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.


                                      24

<PAGE>


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


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


CONTRACT MAINTENANCE CHARGE (PUTNAM ALLSTATE ADVISOR CONTRACTS ONLY)

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 from the net assets you
have invested in the Variable Sub-Accounts. The annual rate of the charge is:

      o     0.80% for Putnam Allstate Advisor - A Contracts

      o     1.25% for Putnam Allstate Advisor Contracts

      o     1.65% for Putnam Allstate Advisor - L Contracts

      o     1.60% for Putnam Allstate Advisor Plus Contracts

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  (and the cost of the Credit
Enhancement for the Putnam Allstate  Advisor Plus  Contracts).  If the charges
under the Contract are not  sufficient,  then  Allstate will bear the loss. If
you select the Enhanced  Beneficiary  Protection  Option,  the  mortality  and
expense risk charge will include an additional 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.


                                      25

<PAGE>

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


SALES CHARGE (PUTNAM ALLSTATE ADVISOR - A CONTRACTS ONLY)

We may assess a sales  charge on all purchase  payments  ranging from 0.50% to
5.75% of the amount of the purchase payment.  The sales charge percentage will
vary based upon the amount of the  purchase  payment(s)  received.  A schedule
showing how the sales charge is assessed appears on page __, above.

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

REDUCTION OF SALES CHARGE.  You may also be entitled to a reduced sales charge
if you (1) sign a letter of intent  and  invest a  combined  purchase  payment
amount of $50,000 or more within a 13-month  period;  and/or (2) have  related
contracts  with us that  qualify for rights of  accumulation  privileges.  See
"Rights of  Accumulation"  below.  In addition,  no sales charge will apply to
purchase  payments  made under  Contracts  issued to employees of Allstate and
certain other eligible organizations.

LETTER OF INTENT:  A letter of intent  allows  you to set your own  investment
goal of $50,000 or more over a 13-month  period.  We base the sales  charge on
the purchase  payments you make during the 13-month  period on your investment
goal. In essence, we reduce your sales charge on purchase payments made during
the  13-month  period as though  you  invested  the total  amount of  purchase
payments (your investment goal) in one lump sum.

Example:

      Assume as part of your Contract  application you sign a letter of intent
      indicating an  investment  goal of $50,000 over a 13-month  period.  The
      sales charge corresponding to your investment goal is 4.50%. You make an
      initial purchase payment of $20,000. We deduct a reduced sales charge of
      4.50% from your initial  purchase  payment.  Two months later you make a
      subsequent  purchase payment of $30,000. We again deduct a reduced sales
      charge of 4.50% from your purchase  payment.  Without a letter of intent
      the sales charge for each purchase payment would have been 5.75%.

You may elect to  participate  in the  letter of intent  program  at any time.
However,  we do not  retroactively  reduce sales charges on purchase  payments
made before we receive your letter of intent.  If you choose to participate in
this  program at the time you apply for the  Contract,  you must  complete the
letter of intent  section on the  application.  If you elect to participate in


                                      26

<PAGE>

the program after your Contract is issued,  you must complete the  appropriate
form.  The letter of intent form is available  by calling our Annuity  Service
Center at 1-800/390-1277.

You are not  obligated to reach your  investment  goal.  If you do not achieve
your  investment  goal  by the  end  of the  13-month  period  or  upon a full
surrender  prior to the end of the 13-month  period,  we will deduct from your
Contract the difference  between (1) the sales charge applicable to the actual
amount of  purchase  payments  you made  during  the  period and (2) the sales
charge you actually  paid.  These  charges will be deducted from your Contract
proportionately  from each  investment  alternative at the end of the 13-month
period.

If you exceed your  investment goal and reach the next  breakpoint,  the sales
charge  deducted on the next  payment is based on the next  breakpoint  level.
However,  we do not  retroactively  reduce sales charges on previous  purchase
payments.

At any time during the 13-month period, you may increase your investment goal.
You must inform us in writing.  We include purchase  payments  received during
the 90 days prior to your notice in  determining  the sales charge on purchase
payments made from the date of notice through the end of the original 13-month
period.

We reserve the right to modify, suspend or terminate this program at any time.
This program may not be available in all states.


RIGHTS OF  ACCUMULATION:  You may qualify for a reduced  sales charge  through
rights of accumulation. Rights of accumulation involves combining your current
purchase  payment with your  current  Contract  Value of your Putnam  Allstate
Advisor - A Contract and/or the current  Contract  Values of eligible  related
contracts.  If through  accumulation  you reach the next breakpoint  level, we
reduce your sales charge accordingly.

Related  contracts include certain other Putnam Allstate Advisor - A Contracts
owned  by  you.  There  may  be  other  requirements  for  qualification.  For
information  on which  related  contracts  qualify for rights of  accumulation
privileges, please contact your investment representative.

In order to use rights of accumulation  to reduce your sales charge,  for each
purchase  payment,  you or your  investment  representative  must inform us in
writing of the related contracts.

The  sales  charge  for  purchase  payments  will be based  on the  breakpoint
corresponding  to the sum of (1)  your  new  purchase  payment;  and (2)  your
current Contract Value; and (3) the current Contract Value(s) of your eligible
related contract(s).

Example:

      Assume your Contract has a current Contract Value of $20,000. You have a
      second Contract with us that qualifies for rights of  accumulation  that
      has a current  Contract  Value of  $25,000.  You make a $5,000  purchase
      payment to your current Contract and include your rights of accumulation
      number with your payment.  To determine  the sales charge  applicable to
      your  purchase  payment we first  calculate  the sum of (1) your current
      Contract Value ($20,000); (2) the current Contract Value of your related
      Contract ($25,000);  and (3) your current purchase payment ($5,000). The
      sum of these values is $50,000. We deduct the sales charge corresponding
      to a $50,000  purchase  payment,  or 4.50%,  from your  $5,000  purchase
      payment.

      We reserve the right to modify, suspend or terminate this program at any
      time. This program may not be available in all states.


WITHDRAWAL CHARGE

We may assess a withdrawal  charge from the purchase  payment(s) you withdraw.
The amount of the charge will depend on the number of years that have  elapsed
since we received the purchase payment being withdrawn. A schedule showing the


                                      27

<PAGE>

charge applicable for each Contract appears on page ___, above. The withdrawal
charge for Putnam  Allstate  Advisor - A Contracts  currently  applies only to
Contracts  that have total purchase  payments in excess of  $1,000,000.  Under
Putnam Allstate  Advisor and Putnam Allstate  Advisor Plus Contracts,  you can
withdraw up to the FREE  WITHDRAWAL  AMOUNT each Contract Year without  paying
the  withdrawal  charge.  For  Putnam  Allstate  Advisor  Contracts,  the Free
Withdrawal Amount is the greater of earnings not previously withdrawn,  or 15%
of total purchase  payments.  For Putnam Allstate Advisor Plus Contracts,  the
Free Withdrawal Amount is 15% of total purchase  payments.  Unused portions of
this 15% "Free  Withdrawal  Amount" are not carried forward to future Contract
Years.   Credit   Enhancements  are  not  considered  Purchase  Payments  when
determining the Free Withdrawal Amount.

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   (unless  the
            Settlement Value is used);
      o     withdrawals  taken to satisfy IRS minimum  distribution  rules for
            the Contract; or
      o     withdrawals  that qualify for one of the waivers  described  below
            (waivers available for Putnam Allstate Advisor and Putnam Allstate
            Advisor Plus Contracts only).

We  use  the  amounts  obtained  from  the  withdrawal  charge  to  pay  sales
commissions  and other  promotional or distribution  expenses  associated with
marketing  the  Contracts,  (and  to  help  defray  the  cost  of  the  Credit
Enhancement for the Putnam  Allstate  Advisor Plus  Contracts).  To the extent
that the  withdrawal  charge  does not cover all sales  commissions  and other
promotional or distribution  expenses,  or the cost of the Credit Enhancement,
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.

The following  waivers are available  for Putnam  Allstate  Advisor and Putnam
Allstate Advisor Plus Contracts only.


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 before or at the
            time you request the withdrawal.


                                      28

<PAGE>

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.  These waivers are not available for Putnam
Allstate Advisor - A and Putnam Allstate Advisor - L Contracts.

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 pages ___ above. We may receive  compensation
from the Funds'  investment  adviser,  distributor,  or their  affiliates  for
administrative services we provide to the Funds.


                                      29

<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 __.

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,  income  tax  withholding,  contract  maintenance  charge
(Putnam Allstate Advisor Contracts only), any applicable  Retirement Guarantee
Rider fee, 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
Option(s) available under your Contract. 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
Option(s)  available  under your Contract 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 Option(s) available under your
Contract,  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


                                      30

<PAGE>

before  terminating  your Contract.  If we terminate  your  Contract,  we will
distribute to you its Contract  Value,  less  withdrawal and other charges and
taxes.


                                      31

<PAGE>


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


PAYOUT START DATE

The  Payout  Start  Date is the day that we apply  your  Contract  Value to an
Income  Plan.  The Payout  Start Date must be at least 30 days after the Issue
Date and on or before the later of:

      o     the Annuitant's 90th birthday, or
      o     the 10th Contract Anniversary.

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


INCOME PLANS

You may choose and change  your choice of Income Plan until 30 days before the
Payout Start Date.  If you do not select an Income  Plan,  we will make income
payments in  accordance  with Income Plan 1 with  guaranteed  payments  for 10
years.  After the Payout Start Date, you may not make  withdrawals  (except as
described below) or change your choice of Income Plan.

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.  These payments do not depend on the Annuitant's
      life.  Income  payments  for less than 120  months  may be  subject to a
      withdrawal  charge  (does  not  apply to  Putnam  Allstate  Advisor  - A
      Contracts).  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.


                                      32

<PAGE>

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  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 income  payments at any time and receive a lump sum
equal to the present value of the remaining  payments due. A withdrawal charge
may apply. We also deduct applicable  premium taxes from the Contract Value at
the Payout Start Date.

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

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 Contract Owner has
not made any purchase payments for at least 2 years preceding the Payout Start
Date, and the Contract Value is less than $2,000,  or not enough to provide an
initial payment of at least $20, and state law permits, we may:

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

      o     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.


                                      33

<PAGE>

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 6 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  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
the 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  including  any Credit  Enhancements  (Putnam  Allstate  Advisor Plus
Contracts only) 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 from the amount paid upon  withdrawal a Rider fee
equal  to  0.05%  multiplied  by the  Income  Base  immediately  prior  to the
withdrawal  pro rated to  reflect  the  number of days the Rider was in effect
during the current Contract Year.

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.


                                      34

<PAGE>

      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  (and any Credit  Enhancement  in the case of Putnam
                  Allstate Advisor Plus Contracts).

                  (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 B for an example 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 from the
amount  paid upon  withdrawal  a Rider fee  equal to 0.30%  multiplied  by the
Income  Base  immediately  prior to the  withdrawal  pro rated to reflect  the
number of days the Rider was in effect during the current Contract Year.

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 (and any Credit
            Enhancement   in  the  case  of  Putnam   Allstate   Advisor  Plus
            Contracts).

      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 Rider 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.


                                      35

<PAGE>

      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 any Credit  Enhancement in the case of Putnam  Allstate  Advisor
Plus   Contracts)  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 B for an example 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.


                                      36

<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 (and Credit  Enhancements in the
            case of Putnam Allstate Advisor Plus Contracts), less withdrawals,
            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.

MAXIMUM ANNIVERSARY VALUE. On the Issue Date, the Maximum Anniversary Value is
equal to the initial purchase  payment  (including  Credit  Enhancement in the
case of Putnam  Allstate  Advisor Plus  Contracts).  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  (including  Credit  Enhancement  in the case of
            Putnam Allstate Advisor Plus Contracts).

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

      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.


                                      37

<PAGE>

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.

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.


ENHANCED BENEFICIARY PROTECTION OPTION

For  Contract  Owners up to and  including  age 75, 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
(including  Credit  Enhancements in the case of Putnam  Allstate  Advisor Plus
Contracts)  and less a withdrawal  adjustment  (computed as described  above),
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. The Payout Start Date must be within
            one year of the date of your death. 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 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.


                                      38

<PAGE>

Otherwise,  the new Contract  Owner will  receive the  SETTLEMENT  VALUE.  The
"Settlement  Value" is the  Contract  Value,  less any  applicable  withdrawal
charge,  premium tax and, in the case of Putnam  Allstate  Advisor  Contracts,
contract  maintenance  charge.  The  new  Contract  Owner  may  make a  single
withdrawal  of any  amount  within  one  year  of the  date of  death  without
incurring a withdrawal  charge.  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. Central 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 of the  continued
Contract will be the greater of:

o     the sum of all purchase payments  (including Credit  Enhancements in the
      case of Putnam Allstate Advisor Plus Contracts) less any withdrawals; 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"  (`including Credit Enhancement' in the
            case of Putnam  Allstate  Advisor Plus Contracts) 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 a  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 a 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


                                      39

<PAGE>

      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.


                                      40

<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.


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 24 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


                                      41

<PAGE>

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 Inc. ("ALFS"), located at 3100
Sanders Road, Northbrook,  IL 60062-7154,  will serve as principal underwriter
of the  Contracts  until May 1, 2000.  ALFS is a wholly  owned  subsidiary  of
Allstate.  Beginning May 1, 2000,  Allstate  Distributors,  L.L.C.  ("Allstate
Distributors"),   a  broker-dealer   jointly  owned  by  Allstate  and  Putnam
Investments,  will serve as principal  underwriter of the Contracts.  ALFS and
Allstate Distributors are each a registered broker dealer under the Securities
and Exchange  Act of 1934,  as amended,  ("Exchange  Act") and a member of the
National  Association  of  Securities  Dealers,  Inc.  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 (until May 1, 2000) or Allstate  Distributors  (beginning
May 1, 2000) 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.  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
that may be acting as broker-dealers  without separate  registration under the
Exchange Act, pursuant to legal and regulatory exceptions.

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


                                      42

<PAGE>

For Putnam  Allstate  Advisor  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.


                                      43

<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


                                      44

<PAGE>

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.


                                      45

<PAGE>

AGGREGATION OF ANNUITY CONTRACTS. All non-qualified deferred annuity contracts
issued by Allstate (or its  affiliates)  to the same Contract 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.  The income on
qualified plan and IRA investments is tax deferred and variable annuities held
by such plans do not receive any  additional  tax deferral.  You should review
the annuity features, including all benefits and expenses, prior to purchasing
a variable annuity in a qualified plan or IRA.  Allstate reserves the right to
limit the availability of the Contract for use with any of the Qualified Plans
listed above.

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.


                                      46

<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 and  withdrawal  charge,  as well as  contract  maintenance
charge  (in  the  case of  Putnam  Allstate  Advisor  Contracts),  the  Credit
Enhancement (in the case of the Putnam Allstate Advisor Plus  Contracts),  and
sales  charge  (in the  case  of  Putnam  Allstate  Advisor  Plus  Contracts).
Performance  advertisements also may include total return figures that reflect
the deduction of insurance charges,  but not 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.


                                      47

<PAGE>

                      STATEMENT OF ADDITIONAL INFORMATION
                               TABLE OF CONTENTS


<TABLE>
<S>                                                                                            <C>
                                                                                               PAGE
ADDITIONS, DELETIONS, OR SUBSTITUTIONS OF INVESTMENTS......................................
THE CONTRACT...............................................................................
PERFORMANCE INFORMATION....................................................................
CALCULATION OF ACCUMULATION UNIT VALUES....................................................
CALCULATION OF VARIABLE INCOME PAYMENTS....................................................
GENERAL MATTERS............................................................................
FEDERAL TAX MATTERS........................................................................
QUALIFIED PLANS............................................................................
EXPERTS....................................................................................
FINANCIAL STATEMENTS.......................................................................
APPENDIX A.................................................................................
APPENDIX B.................................................................................
APPENDIX C.................................................................................
APPENDIX D.................................................................................
</TABLE>


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


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.


                                      48

<PAGE>

                                  APPENDIX A

                WITHDRAWAL ADJUSTMENT EXAMPLE - DEATH BENEFITS*



ISSUE DATE:                    January 1, 2000
INITIAL PURCHASE PAYMENT:      $50,000


<TABLE>
<CAPTION>
 ---------------------------------------------------------------------------------------------------------------------------------
                                                                                          DEATH BENEFIT AMOUNT
                                                                ------------------------------------------------------------------
                                                   CONTRACT     PURCHASE PAYMENT VALUE                  ENHANCED BENEFICIARY VALUE
              TYPE      BEGINNING                   VALUE       -----------------------     MAXIMUM     --------------------------
               OF       CONTRACT    TRANSACTION     AFTER       ADVISOR,    PLUS          ANNIVERSARY   ADVISOR,     PLUS
 DATE      OCCURRENCE    VALUE        AMOUNT      OCCURRENCE     A AND L                     VALUE      A AND L
 ---------------------------------------------------------------------------------------------------------------------------------
<S>       <C>           <C>         <C>           <C>           <C>        <C>              <C>         <C>          <C>
           Contract
 1/1/01   Anniversary   $55,000                   $55,000       $50,000    $52,000          $55,000     $52,500      $54,600
            Partial
 7/1/01    Withdrawal   $60,000     $15,000       $45,000       $35,000    $37,000          $41,250     $40,347      $41,961
 ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Purchase  Payment  Value is reduced by the amount of the  withdrawal.  The
withdrawal  adjustment  reduces the  Maximum  Anniversary  Value and  Enhanced
Beneficiary Value by the same proportion as the Contract Value.


<TABLE>
<CAPTION>
                                                                                                      ADVISOR,      PLUS
                                                                                                      A AND L
<S>                                                                                  <C>             <C>          <C>
PURCHASE PAYMENT VALUE DEATH BENEFIT
Partial Withdrawal Amount                                                                 (w)        $15,000      $15,000
Value of Death Benefit Amount Immediately Prior to Partial Withdrawal                     (d)        $50,000      $52,000
Adjusted Death Benefit                                                                               $35,000      $37,000

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

ENHANCED BENEFICIARY PROTECTION VALUE DEATH BENEFIT
Partial Withdrawal Amount                                                                 (w)        $15,000      $15,000
Contract Value Immediately Prior to Partial Withdrawal                                    (a)        $60,000      $60,000
Value of Death Benefit Amount Immediately Prior to Partial Withdrawal                     (d)        $53,796      $55,948
(assumes half years worth of Interest)
Withdrawal Adjustment                                                                [(w)/(a)]*(d)   $13,449      $13,987
Adjusted Death Benefit                                                                               $40,347      $41,961
</TABLE>

The "Plus" product  assumes a 4.0% Credit  Enhancement is added to the initial
purchase payment

For  purposes of  illustrating  the  withdrawal  adjustment  calculation,  the
example assumes the same Contract Values and Maximum Anniversary Value for all
four Contracts.  However, actual performance will be affected by the different
fees and charges under each Contract.


                                     A-1

<PAGE>

                                  APPENDIX B

                WITHDRAWAL ADJUSTMENT EXAMPLE - INCOME BENEFITS


ISSUE DATE:                    January 1, 2000
INITIAL PURCHASE PAYMENT:      $50,000


<TABLE>
<CAPTION>
 ---------------------------------------------------------------------------------------------------------------------------------
                                                                                          DEATH BENEFIT AMOUNT
                                                                ------------------------------------------------------------------
                                                   CONTRACT     PURCHASE PAYMENT VALUE                  ENHANCED BENEFICIARY VALUE
              TYPE      BEGINNING                   VALUE       -----------------------     MAXIMUM     --------------------------
               OF       CONTRACT    TRANSACTION     AFTER       ADVISOR,    PLUS          ANNIVERSARY   ADVISOR,     PLUS
 DATE      OCCURRENCE    VALUE        AMOUNT      OCCURRENCE     A AND L                     VALUE      A AND L
 ---------------------------------------------------------------------------------------------------------------------------------
<S>       <C>           <C>         <C>           <C>           <C>        <C>              <C>         <C>          <C>
           Contract
 1/1/01   Anniversary   $55,000                   $55,000       $50,000    $52,000          $55,000     $53,000      $55,120
            Partial
 7/1/01    Withdrawal   $60,000     $15,000       $45,000       $37,500    $39,000          $41,250     $40,925      $42,562
 ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


The withdrawal  adjustment  reduces the Purchase  Payment  Value,  the Maximum
Anniversary  Value  and the 6%  Roll-Up  Value by the same  proportion  as the
Contract Value.


<TABLE>
<CAPTION>
                                                                                                      ADVISOR,      PLUS
                                                                                                      A AND L
<S>                                                                                  <C>             <C>          <C>
PURCHASE PAYMENT VALUE INCOME BENEFIT
Partial Withdrawal Amount                                                               (w)          $15,000      $15,000
Contract Value Immediately Prior to Partial Withdrawal                                  (a)          $60,000      $60,000
Value of Income Benefit Amount Immediately Prior to Partial Withdrawal                  (i)          $50,000      $52,000
Withdrawal Adjustment                                                                [(w)/(a)]*(i)   $12,500      $13,000
Adjusted Income Benefit                                                                              $37,500      $39,000

MAXIMUM ANNIVERSARY VALUE INCOME BENEFIT
Partial Withdrawal Amount                                                               (w)          $15,000      $15,000
Contract Value Immediately Prior to Partial Withdrawal                                  (a)          $60,000      $60,000
Value of Applicable Income Benefit Amount Immediately Prior to Partial Withdrawal       (i)          $55,000      $55,000
Withdrawal Adjustment                                                                [(w)/(a)]*(i)   $13,750      $13,750
Adjusted Income Benefit                                                                              $41,250      $41,250

6% ROLL-UP VALUE INCOME BENEFIT
Partial Withdrawal Amount                                                               (w)          $15,000      $15,000
Contract Value Immediately Prior to Partial Withdrawal                                  (a)          $60,000      $60,000
Value of Death Benefit Amount Immediately Prior to Partial Withdrawal                   (i)          $54,567      $56,750
(assumes half years worth of interest)
Withdrawal Adjustment                                                                [(w)/(a)]*(i)   $13,642      $14,187
Adjusted Death Benefit                                                                               $40,925      $42,562
</TABLE>

The "Plus" product  assumes a 4.0% Credit  Enhancement is added to the initial
purchase payment

For  purposes of  illustrating  the  withdrawal  adjustment  calculation,  the
example assumes the same Contract Values and Maximum Anniversary Value for all
four Contracts.  However, actual performance will be affected by the different
fees and charges under each Contract.


                                     B-1

<PAGE>

                                  APPENDIX C

Accumulation  Unit Values for the Putnam  Allstate  Advisor  Contracts for the
period April 30, 1999 (date Contracts first offered) through December 31, 1999
are set out below:

   ACCUMULATION UNIT VALUES AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR
                          EACH VARIABLE SUB-ACCOUNT*

<TABLE>
<CAPTION>
 -------------------------------------------------------------------------------------------------------------
                                                                                 With the Enhanced Beneficiary
   SUB-ACCOUNTS                                               Basic Policy**           Protection Option***
 -------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                <C>
   Asia Pacific Growth
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Diversified Income
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   The George Putnam Fund of Boston
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Global Asset Allocation
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Global Growth
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Growth and Income
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Health Sciences
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   High Yield
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Income
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   International Growth
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   International Growth and Income
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   International New Opportunities
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period


                                     C-1

<PAGE>

   Investors
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Money Market
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   New Opportunities
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   New Value
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   OTC & Emerging Growth
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Research
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Small Cap Value
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Utilities Growth and Income
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Vista
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Voyager
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period

<FN>

*     No  Accumulation  Unit  Values  are  shown for the  Putnam  VT  American
      Government Income and Growth  Opportunities  Sub-Accounts,  because they
      were offered as of February 4, 2000.

**    The  Accumulation  Unit  Values in this column  reflect a mortality  and
      expense risk charge of 1.25%.

***   The  Accumulation  Unit  Values in this column  reflect a mortality  and
      expense risk charge of 1.40%.
</FN>
</TABLE>


                                     C-2

<PAGE>

Accumulation Unit Values for the Putnam Allstate Advisor - A Contracts for the
period October __, 1999 (date  Contracts first offered)  through  December 31,
1999 are set out below:

   ACCUMULATION UNIT VALUES AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR
                          EACH VARIABLE SUB-ACCOUNT*

<TABLE>
<CAPTION>
 -------------------------------------------------------------------------------------------------------------
                                                                                 With the Enhanced Beneficiary
   SUB-ACCOUNTS                                               Basic Policy**           Protection Option***
 -------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                <C>
   Asia Pacific Growth
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Diversified Income
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   The George Putnam Fund of Boston
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Global Asset Allocation
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Global Growth
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Growth and Income
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Health Sciences
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   High Yield
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Income
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   International Growth
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   International Growth and Income
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   International New Opportunities
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period


                                     C-3

<PAGE>

   Investors
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Money Market
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   New Opportunities
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   New Value
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   OTC & Emerging Growth
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Research
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Small Cap Value
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Utilities Growth and Income
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Vista
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
   Voyager
            Accumulation Unit Value, Beginning of Period
            Accumulation Unit Value, End of Period
            Number of Units Outstanding, End of Period
<FN>

*     No  Accumulation  Unit  Values  are  shown for the  Putnam  VT  American
      Government Income and Growth  Opportunities  Sub-Accounts,  because they
      were offered as of February 4, 2000.

**    The  Accumulation  Unit  Values in this column  reflect a mortality  and
      expense risk charge of 0.80%.

***   The  Accumulation  Unit  Values in this column  reflect a mortality  and
      expense risk charge of 0.95%.
</FN>
</TABLE>


                                     C-4

<PAGE>

                     THE PUTNAM ALLSTATE ADVISOR CONTRACTS


ALLSTATE LIFE INSURANCE COMPANY            STATEMENT OF ADDITIONAL INFORMATION
3100 SANDERS ROAD                                  DATED APRIL 28, 2000
NORTHBROOK, ILLINOIS 60062
1-800-390-1277


This Statement of Additional  Information  supplements  the information in the
prospectus  for each of the  four  versions  of the  Putnam  Allstate  Advisor
Variable Annuity Contract that we offer,  namely, the Putnam Allstate Advisor,
the Putnam  Allstate  Advisor-A,  the Putnam  Allstate  Advisor Plus,  and the
Putnam Allstate  Advisor L. For  convenience,  we use the terms "Contract" and
"Contracts"  to refer  generally to all four  versions of the Putnam  Allstate
Advisor,   except  as  specifically   noted.   This  Statement  of  Additional
Information is not a prospectus.  You should read it with the prospectus dated
April 28, 2000 for each version of the  Contract.  You may obtain a prospectus
by calling or writing us at the address or telephone number listed above.

Your broker may not offer all four versions of the Contract.  Some versions of
the Contract are not  available in all states.  This  Statement of  Additional
Information  does not constitute an offer of those  Contract  versions in such
cases.

Except as otherwise noted,  this Statement of Additional  Information uses the
same defined terms as the prospectus  for each version of the Putnam  Allstate
Advisor Variable Annuity Contract that we offer.


<PAGE>

                               TABLE OF CONTENTS


DESCRIPTION                                                               PAGE

Additions, Deletions or Substitutions of Investments                       3
The Contract                                                               3
Performance Information                                                    4
Calculation of Accumulation Unit Values                                    6
Calculation of Variable Income Payments                                    7
General Matters                                                            7
Federal Tax Matters                                                        8
Qualified Plans                                                            8
Experts                                                                    10
Financial Statements                                                       F-1
Appendix A                                                                 A-1
Appendix B                                                                 B-1
Appendix C                                                                 C-1
Appendix D                                                                 D-1


                                      2

<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.


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.  Allstate Life
Financial Services,  Inc., ("ALFS"),  an affiliate of Allstate,  will serve as
the  principal  underwriter  for  the  Variable  Account  and  distribute  the
Contracts  until May 1, 2000.  Beginning May 1, 2000,  Allstate  Distributors,
L.L.C.  ("Allstate  Distributors"),  a broker-dealer jointly owned by Allstate
and  Putnam  Investments,  will  serve as the  principal  underwriter  for the
Variable  Account and distribute the Contracts.  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.


                                      3

<PAGE>

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.


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 (plus $40
            credit thereon for Putnam  Allstate  Advisor Plus Contracts  only)
            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 (plus $40 credit thereon for Putnam
            Allstate Advisor Plus Contracts only)


                                      4

<PAGE>

When factoring in the withdrawal  charge assessed upon redemption,  we exclude
the Free Withdrawal  Amount (the Free Withdrawal Amount is not applicable with
the Putnam Allstate Advisor A and Putnam Allstate Advisor L Contracts),  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. For Putnam Allstate  Advisor A Contracts,  we also assume that the
maximum sales charge of 5.75% is deducted from the initial $1,000 payment.

When factoring the contract  maintenance charge (only applicable to the Putnam
Allstate  Advisor  Contract),  we pro  rate the  charge  by  dividing  (a) the
contract  maintenance  charge by (b) an assumed  contract size of $45,000.  We
then multiply the resulting percentage by a hypothetical $1,000 investment.

The standardized total returns for the Variable Sub-Accounts,  for the periods
ended  December  31,  1999,  for each  version of the  Contract are set out in
Appendices A through D to this Statement of Additional Information. The Putnam
Allstate Advisor - A, Putnam Allstate Advisor Plus and Putnam Allstate Advisor
- - L Contracts  were first offered to the public on October 25, 1999,  February
4,  2000  and as of the  date of this  Statement  of  Additional  Information,
respectively.  Accordingly, performance shown for periods prior to those dates
reflects the performance of the Variable Sub-Accounts, adjusted to reflect the
current  charges under the Contracts  that would have applied had they been in
existence at the time.


NON-STANDARDIZED TOTAL RETURNS

From time to time,  we also may quote rates of return that reflect  changes in
the values of each Variable  Sub-Account's  accumulation  units.  We may quote
these   "non-standardized   total  returns"  on  an  annualized,   cumulative,
year-by-year,  or  other  basis.  These  rates of  return  take  into  account
asset-based  charges,  such as the  mortality  and  expense  risk  charge  and
administration  charge.   However,  these  rates  of  return  do  not  reflect
withdrawal charges (not applicable to Putnam Allstate Advisor A Contracts) and
any taxes.  Such charges,  if reflected,  would reduce the performance  shown.
Non-standardized  total  returns  will not take into account the amount of any
applicable   Credit   Enhancement  under  the  Putnam  Allstate  Advisor  Plus
Contracts.

Annualized returns reflect the rate of return that, when compounded  annually,
would equal the  cumulative  rate of return for the period  shown.  We compute
annualized returns according to the following formula:

        Annualized Return = (1 + r)1/n -1

        Where:
                    r = cumulative rate of return for the period shown,

            and:
                   n = number of years in the period.

The  method of  computing  annualized  rates of return is  similar to that for
computing standardized  performance,  described above, except that rather than
using a  hypothetical  $1,000  investment  and  the  ending  redeemable  value
thereof, we use the changes in value of an accumulation unit.

Cumulative  rates of  return  reflect  the  cumulative  change  in value of an
accumulation unit over the period shown.  Year-by-year rates of return reflect
the  change in value of an  accumulation  unit  during the course of each year
shown. We compute these returns by dividing the accumulation unit value at the
end of each period shown, by the  accumulation  unit value at the beginning of


                                      5

<PAGE>

that period,  and subtracting one. We compute other total returns on a similar
basis.

We may quote  non-standardized  total returns for 1, 3, 5 and 10 year periods,
or period since inception of the Variable Sub-Account's operations, as well as
other  periods,  such as  "year-to-date"  (prior  calendar year end to the day
stated in the  advertisement);  "year to most recent  quarter" (prior calendar
year end to the end of the most recent quarter);  the prior calendar year; and
the "n" most recent calendar years.

The non-standardized  annualized total returns for the Variable  Sub-Accounts,
for the period ended  December 31, 1999,  for each of the four versions of the
Contract are set out in Appendices A through D to this Statement of Additional
Information. The Putnam Allstate Advisor - A, Putnam Allstate Advisor Plus and
Putnam  Allstate  Advisor - L  Contracts  were first  offered to the public on
October 25,  1999,  February 4, 2000 and as of the date of this  Statement  of
Additional  Information,  respectively.  Accordingly,  performance  shown  for
periods  prior  to  those  dates  reflects  the  performance  of the  Variable
Sub-Accounts, adjusted to reflect the current charges under the Contracts that
would have applied had they been in existence at the time.


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 each version of the Contract.

The adjusted historical total returns for the Variable  Sub-Accounts,  for the
periods ended  December 31, 1999, for each version of the Contract are set out
in the Appendices A through D to this Statement of Additional Information.


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


                                      6

<PAGE>

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.


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:

- -     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

- -     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.


                                      7

<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.


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.


                                      8

<PAGE>

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.


                                      9

<PAGE>

QUALIFIED PLANS

The  Contract  may be used with several  types of  qualified  plans.  Allstate
reserves the right to limit the  availability of the Contract for use with any
of the Qualified Plans listed below.  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


                                      10

<PAGE>

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.


                                      11

<PAGE>

EXPERTS

The financial statements and the related financial statement schedule included
in  this   Statement   of   Additional   Information   have  been  audited  by
_______________,  independent  auditors,  as stated in their reports appearing
herein,  and are included in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.


FINANCIAL STATEMENTS

The  financial  statements  of  Allstate  and  the  Variable  Account  and the
accompanying  Report's  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.


                [FINANCIAL STATEMENTS TO BE FILED BY AMENDMENT]


                                      12

<PAGE>

                                  APPENDIX A


                       PUTNAM ALLSTATE ADVISOR CONTRACT


STANDARDIZED TOTAL RETURNS

Set out below are the standardized total returns for each Variable Sub-Account
(other  than  the  Putnam  American   Government   Income  and  Putnam  Growth
Opportunities  Variable Sub-Accounts) since its inception through December 31,
1999. All of the Variable Sub-Accounts  commenced operations on April 30, 1999
except  for  the  Putnam   American   Government   Income  and  Putnam  Growth
Opportunities Variable Sub-Accounts, which commenced operations on February 4,
2000.

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

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      13

<PAGE>

(With the Enhanced Beneficiary Protection Option)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


(With Retirement Income Guarantee Rider 2)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      14

<PAGE>

(With  the  Enhanced  Beneficiary  Protection  Option  and  Retirement  Income
Guarantee Rider 2)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      15

<PAGE>

NON-STANDARDIZED TOTAL RETURNS

Set out  below  are the  non-standardized  total  returns  for  each  Variable
Sub-Account  (other  than the  Putnam  American  Government  Income and Putnam
Growth  Opportunities  Variable  Sub-Accounts)  since  its  inception  through
December 31, 1999. All of the Variable  Sub-Accounts  commenced  operations on
April 30, 1999  except for the Putnam  American  Government  Income and Putnam
Growth  Opportunities  Variable  Sub-Accounts,  which commenced  operations on
February 4, 2000.

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

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      16

<PAGE>

(With the Enhanced Beneficiary Protection Option)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


(With Retirement Income Guarantee Rider 2)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      17

<PAGE>

With  the  Enhanced  Beneficiary   Protection  Option  and  Retirement  Income
Guarantee Rider 2)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      18

<PAGE>

ADJUSTED HISTORICAL TOTAL RETURNS

Set out below are the  adjusted  historical  total  returns for each  Variable
Sub-Account  (other  than the  Putnam  American  Government  Income and Putnam
Growth Opportunities Variable Sub-Accounts) since the Fund's inception through
December 31, 1999.

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

<TABLE>
<CAPTION>
                                                                         Ten Years
                                                                         or Since
 Variable Sub-Account                        One Year    Five Years  Inception of Fund*
 --------------------------------------------------------------------------------------
<S>                                          <C>         <C>         <C>
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 --------------
</TABLE>

* Each of the above  Funds  (Class IB shares)  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,  the Putnam VT Research  Fund,  which
commenced  operations  September 30, 1998, the Putnam VT Small Cap Value Fund,
which  commenced  operations  April  30,  1999,  and the  Putnam  VT  American
Government  Fund and  Putnam VT Growth  Opportunities  Fund,  which  commenced
operations on January 31, 2000.  For periods  prior to the inception  dates of
the Funds (Class IB shares),  the performance shown is based on the historical
performance  of the Funds  (Class IA shares),  adjusted to reflect the current
expenses of the Funds  (Class IB shares).  The  inception  dates for the Funds
(Class IA shares) are as follows:

Global Asset Allocation,  Growth and Income, Income, High Yield, Money Market,
and 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.


                                      19

<PAGE>

(With  the  Enhanced  Beneficiary  Protection  Option  and  Retirement  Income
Guarantee Rider 2)*

<TABLE>
<CAPTION>
                                                                         Ten Years
                                                                         or Since
 Variable Sub-Account                        One Year    Five Years  Inception of Fund*
 --------------------------------------------------------------------------------------
<S>                                          <C>         <C>         <C>
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 --------------
</TABLE>

      *Performance  figures have been  adjusted to reflect the current  charge
for the Enhanced Beneficiary Protection Option and Retirement Income Guarantee
Rider 2 as if those features 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 shares),  the performance  shown is based on the historical  performance of
the Funds  (Class IA shares,  adjusted to reflect the current  expenses of the
Funds (Class IB shares).  The inception  dates for the Funds (Class IA shares)
are shown on the first note to the preceding table.


                                      20

<PAGE>

(With the Enhanced Beneficiary Protection Option)*

<TABLE>
<CAPTION>
                                                                         Ten Years
                                                                         or Since
 Variable Sub-Account                        One Year    Five Years  Inception of Fund*
 --------------------------------------------------------------------------------------
<S>                                          <C>         <C>         <C>
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 --------------
</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 shares),  the performance  shown is based on the historical  performance of
the Funds (Class IA shares),  adjusted to reflect the current  expenses of the
Funds (Class IB shares).  The inception  dates for the Funds (Class IA shares)
are shown on the first note to the first table above.


                                      21

<PAGE>

(With Retirement Income Guarantee Rider 2)*

<TABLE>
<CAPTION>
                                                                         Ten Years
                                                                         or Since
 Variable Sub-Account                        One Year    Five Years  Inception of Fund*
 --------------------------------------------------------------------------------------
<S>                                          <C>         <C>         <C>
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 --------------
</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 shares).

      ** 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 shares, the performance shown is based on the historical performance of the
Funds (Class IA shares), adjusted to reflect the current expenses of the Funds
(Class IB shares).  The  inception  dates for the Funds  (Class IA shares) are
shown on the first note to the first table above.


                                      22

<PAGE>

                                  APPENDIX B


                     PUTNAM ALLSTATE ADVISOR - A CONTRACT

Putnam  Allstate  Advisor - A  Contracts  were first  offered to the public on
October 25, 1999.  Accordingly,  performance  shown for periods  prior to that
date  reflects  the  performance  of the  Variable  Sub-Accounts,  adjusted to
reflect the current  charges under the  Contracts  that would have applied had
they been in existence at the time.


STANDARDIZED TOTAL RETURNS

Set out below are the standardized total returns for each Variable Sub-Account
(other  than  the  Putnam  American   Government   Income  and  Putnam  Growth
Opportunities  Variable Sub-Accounts) since its inception through December 31,
1999. All of the Variable Sub-Accounts  commenced operations on April 30, 1999
except  for  the  Putnam   American   Government   Income  and  Putnam  Growth
Opportunities Variable Sub-Accounts, which commenced operations on February 4,
2000.

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

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      23

<PAGE>

(With the Enhanced Beneficiary Protection Option)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


(With Retirement Income Guarantee Rider 2)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      24

<PAGE>

(With  the  Enhanced  Beneficiary  Protection  Option  and  Retirement  Income
Guarantee Rider 2)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      25

<PAGE>

NON-STANDARDIZED TOTAL RETURNS

Set out  below  are the  non-standardized  total  returns  for  each  Variable
Sub-Account  (other  than the  Putnam  American  Government  Income and Putnam
Growth  Opportunities  Variable  Sub-Accounts)  since  its  inception  through
December 31, 1999. All of the Variable  Sub-Accounts  commenced  operations on
April 30, 1999  except for the Putnam  American  Government  Income and Putnam
Growth  Opportunities  Variable  Sub-Accounts,  which commenced  operations on
February 4, 2000.

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

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      26

<PAGE>

(With the Enhanced Beneficiary Protection Option)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


(With Retirement Income Guarantee Rider 2)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      27

<PAGE>

(With  the  Enhanced  Beneficiary  Protection  Option  and  Retirement  Income
Guarantee Rider 2)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      28

<PAGE>

ADJUSTED HISTORICAL TOTAL RETURNS

Set out below are the  adjusted  historical  total  returns for each  Variable
Sub-Account  (other  than the  Putnam  American  Government  Income and Putnam
Growth Opportunities Variable Sub-Accounts) since the Fund's inception through
December 31, 1999.

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

<TABLE>
<CAPTION>
                                                                         Ten Years
                                                                         or Since
 Variable Sub-Account                        One Year    Five Years  Inception of Fund*
 --------------------------------------------------------------------------------------
<S>                                          <C>         <C>         <C>
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 --------------
</TABLE>

* Each of the above  Funds  (Class IB shares)  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,  the Putnam VT Research  Fund,  which
commenced  operations  September 30, 1998, the Putnam VT Small Cap Value Fund,
which  commenced  operations  April  30,  1999,  and the  Putnam  VT  American
Government  Fund and  Putnam VT Growth  Opportunities  Fund,  which  commenced
operations on January 31, 2000.  For periods  prior to the inception  dates of
the Funds (Class IB shares),  the performance shown is based on the historical
performance  of the Funds  (Class IA shares),  adjusted to reflect the current
expenses of the Funds  (Class IB shares).  The  inception  dates for the Funds
(Class IA shares) are as follows:

Global Asset Allocation,  Growth and Income, Income, High Yield, Money Market,
and 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.


                                      29

<PAGE>

(With  the  Enhanced  Beneficiary  Protection  Option  and  Retirement  Income
Guarantee Rider 2)*

<TABLE>
<CAPTION>
                                                                         Ten Years
                                                                         or Since
 Variable Sub-Account                        One Year    Five Years  Inception of Fund*
 --------------------------------------------------------------------------------------
<S>                                          <C>         <C>         <C>
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 --------------
</TABLE>

      *Performance  figures have been  adjusted to reflect the current  charge
for the Enhanced Beneficiary Protection Option and Retirement Income Guarantee
Rider 2 as if those features 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 shares, the performance shown is based on the historical performance of the
Funds (Class IA shares), adjusted to reflect the current expenses of the Funds
(Class IB  shares).  The  inception  dates for the Funds  (Class IA shares are
shown on the first note to the preceding table.


                                      30

<PAGE>

(With the Enhanced Beneficiary Protection Option)*

<TABLE>
<CAPTION>
                                                                         Ten Years
                                                                         or Since
 Variable Sub-Account                        One Year    Five Years  Inception of Fund*
 --------------------------------------------------------------------------------------
<S>                                          <C>         <C>         <C>
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 --------------
</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 shares, the performance shown is based on the historical performance of the
Funds (Class IA shares,  adjusted to reflect the current expenses of the Funds
(Class IB shares).  The  inception  dates for the Funds  (Class IA shares) are
shown on the first note to the first table above.


                                      31

<PAGE>

(With Retirement Income Guarantee Rider 2)*

<TABLE>
<CAPTION>
                                                                         Ten Years
                                                                         or Since
 Variable Sub-Account                        One Year    Five Years  Inception of Fund*
 --------------------------------------------------------------------------------------
<S>                                          <C>         <C>         <C>
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 --------------
</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 shares).

      ** 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 shares),  the performance  shown is based on the historical  performance of
the Funds (Class IA shares),  adjusted to reflect the current  expenses of the
Funds (Class IB shares).  The  inception  dates for the Funds (Class IA shares
are shown on the first note to the first table above.


                                      32

<PAGE>

                                  APPENDIX C

                     PUTNAM ALLSTATE ADVISOR PLUS CONTRACT

Putnam  Allstate  Advisor Plus  Contracts  were first offered to the public on
February 4, 2000.  Accordingly,  performance  shown for periods  prior to that
date  reflects  the  performance  of the  Variable  Sub-Accounts,  adjusted to
reflect the current  charges under the  Contracts  that would have applied had
they been in existence at the time.


STANDARDIZED TOTAL RETURNS

Set out below are the standardized total returns for each Variable Sub-Account
(other  than  the  Putnam  American   Government   Income  and  Putnam  Growth
Opportunities  Variable Sub-Accounts) since its inception through December 31,
1999. All of the Variable Sub-Accounts  commenced operations on April 30, 1999
except  for  the  Putnam   American   Government   Income  and  Putnam  Growth
Opportunities Variable Sub-Accounts, which commenced operations on February 4,
2000.

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

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      33

<PAGE>

(With the Enhanced Beneficiary Protection Option)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
- ---------------


(With Retirement Income Guarantee Rider 2)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      34

<PAGE>

(With  the  Enhanced  Beneficiary  Protection  Option  and  Retirement  Income
Guarantee Rider 2)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      35

<PAGE>

NON-STANDARDIZED TOTAL RETURNS

Set out  below  are the  non-standardized  total  returns  for  each  Variable
Sub-Account  (other  than the  Putnam  American  Government  Income and Putnam
Growth  Opportunities  Variable  Sub-Accounts)  since  its  inception  through
December 31, 1999. All of the Variable  Sub-Accounts  commenced  operations on
April 30, 1999  except for the Putnam  American  Government  Income and Putnam
Growth  Opportunities  Variable  Sub-Accounts,  which commenced  operations on
February 4, 2000.

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

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      36

<PAGE>

(With the Enhanced Beneficiary Protection Option)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------

(With Retirement Income Guarantee Rider 2)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      37

<PAGE>

(With  the  Enhanced  Beneficiary  Protection  Option  and  Retirement  Income
Guarantee Rider 2)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      38

<PAGE>

ADJUSTED HISTORICAL TOTAL RETURNS

Set out below are the  adjusted  historical  total  returns for each  Variable
Sub-Account  (other  than the  Putnam  American  Government  Income and Putnam
Growth Opportunities Variable Sub-Accounts) since the Fund's inception through
December 31, 1999.

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

<TABLE>
<CAPTION>
                                                                         Ten Years
                                                                         or Since
 Variable Sub-Account                        One Year    Five Years  Inception of Fund*
 --------------------------------------------------------------------------------------
<S>                                          <C>         <C>         <C>
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 --------------
</TABLE>

* Each of the above  Funds  (Class IB shares)  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,  the Putnam VT Research  Fund,  which
commenced  operations  September 30, 1998, the Putnam VT Small Cap Value Fund,
which  commenced  operations  April  30,  1999,  and the  Putnam  VT  American
Government  Fund and  Putnam VT Growth  Opportunities  Fund,  which  commenced
operations on January 31, 2000.  For periods  prior to the inception  dates of
the Funds (Class IB shares,  the performance  shown is based on the historical
performance  of the Funds  (Class IA shares),  adjusted to reflect the current
expenses of the Funds  (Class IB shares).  The  inception  dates for the Funds
(Class IA shares) are as follows:

Global Asset Allocation,  Growth and Income, Income, High Yield, Money Market,
and 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.


                                      39

<PAGE>

(With  the  Enhanced  Beneficiary  Protection  Option  and  Retirement  Income
Guarantee Rider 2)*

<TABLE>
<CAPTION>
                                                                         Ten Years
                                                                         or Since
 Variable Sub-Account                        One Year    Five Years  Inception of Fund*
 --------------------------------------------------------------------------------------
<S>                                          <C>         <C>         <C>
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 --------------
</TABLE>

      *Performance  figures have been  adjusted to reflect the current  charge
for the Enhanced Beneficiary Protection Option and Retirement Income Guarantee
Rider 2 as if those features 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 shares),  the performance  shown is based on the historical  performance of
the Funds (Class IA shares),  adjusted to reflect the current  expenses of the
Funds (Class IB shares).  The inception  dates for the Funds (Class IA shares)
are shown on the first note to the preceding table.


                                      40

<PAGE>

(With the Enhanced Beneficiary Protection Option)*

<TABLE>
<CAPTION>
                                                                         Ten Years
                                                                         or Since
 Variable Sub-Account                        One Year    Five Years  Inception of Fund*
 --------------------------------------------------------------------------------------
<S>                                          <C>         <C>         <C>
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 --------------
</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 shares),  the performance  shown is based on the historical  performance of
the Funds (Class IA shares),  adjusted to reflect the current  expenses of the
Funds (Class IB shares).  The inception  dates for the Funds (Class IA shares)
are shown on the first note to the first table above.


                                      41

<PAGE>

(With Retirement Income Guarantee Rider 2)*

<TABLE>
<CAPTION>
                                                                         Ten Years
                                                                         or Since
 Variable Sub-Account                        One Year    Five Years  Inception of Fund*
 --------------------------------------------------------------------------------------
<S>                                          <C>         <C>         <C>
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 --------------
</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 shares).

      ** 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 shares, the performance shown is based on the historical performance of the
Funds (Class IA shares), adjusted to reflect the current expenses of the Funds
(Class IB shares).  The  inception  dates for the Funds  (Class IA shares) are
shown on the first note to the first table above.


                                      42

<PAGE>


                                  APPENDIX D

                  PUTNAM ALLSTATE ADVISOR LEVEL LOAD CONTRACT

Putnam  Allstate  Advisor - L Contracts were first offered to the public as of
the date of this Statement of Additional Information. Accordingly, performance
shown for periods prior to that date reflects the  performance of the Variable
Sub-Accounts, adjusted to reflect the current charges under the Contracts that
would have applied had they been in existence at the time.


STANDARDIZED TOTAL RETURNS

Set out below are the standardized total returns for each Variable Sub-Account
(other  than  the  Putnam  American   Government   Income  and  Putnam  Growth
Opportunities  Variable Sub-Accounts) since its inception through December 31,
1999. All of the Variable Sub-Accounts  commenced operations on April 30, 1999
except  for  the  Putnam   American   Government   Income  and  Putnam  Growth
Opportunities Variable Sub-Accounts, which commenced operations on February 4,
2000.

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

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      43

<PAGE>

(With the Enhanced Beneficiary Protection Option)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


(With Retirement Income Guarantee Rider 2)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      44

<PAGE>

(With  the  Enhanced  Beneficiary  Protection  Option  and  Retirement  Income
Guarantee Rider 2)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      45

<PAGE>


NON-STANDARDIZED TOTAL RETURNS

Set out  below  are the  non-standardized  total  returns  for  each  Variable
Sub-Account  (other  than the  Putnam  American  Government  Income and Putnam
Growth  Opportunities  Variable  Sub-Accounts)  since  its  inception  through
December 31, 1999. All of the Variable  Sub-Accounts  commenced  operations on
April 30, 1999  except for the Putnam  American  Government  Income and Putnam
Growth  Opportunities  Variable  Sub-Accounts,  which commenced  operations on
February 4, 2000.

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

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      46

<PAGE>

(With the Enhanced Beneficiary Protection Option)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


(With Retirement Income Guarantee Rider 2)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      47

<PAGE>

(With  the  Enhanced  Beneficiary  Protection  Option  and  Retirement  Income
Guarantee Rider 2)

                                             Since Inception
                                                    of
 Variable Sub-Account                           Sub-Account
 -----------------------------------------------------------
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 ---------------


                                      48

<PAGE>

ADJUSTED HISTORICAL TOTAL RETURNS

Set out below are the  adjusted  historical  total  returns for each  Variable
Sub-Account  (other  than the  Putnam  American  Government  Income and Putnam
Growth Opportunities Variable Sub-Accounts) since the Fund's inception through
December 31, 1999.

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

<TABLE>
<CAPTION>
                                                                         Ten Years
                                                                         or Since
 Variable Sub-Account                        One Year    Five Years  Inception of Fund*
 --------------------------------------------------------------------------------------
<S>                                          <C>         <C>         <C>
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 --------------
</TABLE>

* Each of the above  Funds  (Class IB shares)  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,  the Putnam VT Research  Fund,  which
commenced  operations  September 30, 1998, the Putnam VT Small Cap Value Fund,
which  commenced  operations  April  30,  1999,  and the  Putnam  VT  American
Government  Fund and  Putnam VT Growth  Opportunities  Fund,  which  commenced
operations on January 31, 2000.  For periods  prior to the inception  dates of
the Funds (Class IB shares,  the performance  shown is based on the historical
performance  of the Funds  (Class IA shares),  adjusted to reflect the current
expenses of the Funds  (Class IB shares).  The  inception  dates for the Funds
(Class IA shares) are as follows:

Global Asset Allocation,  Growth and Income, Income, High Yield, Money Market,
and 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.


                                      49

<PAGE>

(With  the  Enhanced  Beneficiary  Protection  Option  and  Retirement  Income
Guarantee Rider 2)*

<TABLE>
<CAPTION>
                                                                         Ten Years
                                                                         or Since
 Variable Sub-Account                        One Year    Five Years  Inception of Fund*
 --------------------------------------------------------------------------------------
<S>                                          <C>         <C>         <C>
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 --------------
</TABLE>

      *Performance  figures have been  adjusted to reflect the current  charge
for the Enhanced Beneficiary Protection Option and Retirement Income Guarantee
Rider 2 as if those features 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 shares),  the performance  shown is based on the historical  performance of
the Funds (Class IA shares),  adjusted to reflect the current  expenses of the
Funds (Class IB shares).  The inception  dates for the Funds (Class IA shares)
are shown on the first note to the preceding table.


                                      50

<PAGE>

(With the Enhanced Beneficiary Protection Option)*

<TABLE>
<CAPTION>
                                                                         Ten Years
                                                                         or Since
 Variable Sub-Account                        One Year    Five Years  Inception of Fund*
 --------------------------------------------------------------------------------------
<S>                                          <C>         <C>         <C>
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 --------------
</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 shares),  the performance  shown is based on the historical  performance of
the Funds (Class IA shares),  adjusted to reflect the current  expenses of the
Funds (Class IB shares).  The inception  dates for the Funds (Class IA shares)
are shown on the first note to the first table above.


                                      51

<PAGE>

(With Retirement Income Guarantee Rider 2)*

<TABLE>
<CAPTION>
                                                                         Ten Years
                                                                         or Since
 Variable Sub-Account                        One Year    Five Years  Inception of Fund*
 --------------------------------------------------------------------------------------
<S>                                          <C>         <C>         <C>
 Putnam American Government Income
 Putnam Asia Pacific Growth
 Putnam Diversified Income
 The George Putnam Fund
 Putnam Global Asset Allocation
 Putnam Global Growth
 Putnam Growth and Income
 Putnam Growth Opportunities
 Putnam Health Sciences
 Putnam High Yield
 Putnam Income
 Putnam International Growth
 Putnam International Growth and Income
 Putnam International New Opportunities
 Putnam Investors
 Putnam Money Market
 Putnam New Opportunities
 Putnam New Value
 Putnam OTC & Emerging Growth
 Putnam Research
 Putnam Small Cap Value
 Putnam Utilities Growth and Income
 Putnam Vista
 Putnam Voyager
 --------------
</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 shares).

      ** 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 shares),  the performance  shown is based on the historical  performance of
the Funds (Class IA shares),  adjusted to reflect the current  expenses of the
Funds (Class IB shares).  The inception  dates for the Funds (Class IA shares)
are shown on the first note to the first table above.


                                      52

<PAGE>

                                    PART C
                               OTHER INFORMATION


24A.  FINANCIAL STATEMENTS

     Allstate and Variable Account Financial Statements to be filed by amendment

24B.  EXHIBITS

         The following exhibits, correspond to those required by paragraph (b)
     of item 24 as to exhibits in Form N-4:

(1)   Resolution of the Board of Directors of Allstate Life Insurance  Company
      authorizing   establishment  of  the  Allstate  Life  Insurance  Company
      Separate Account A*

(2)   Not Applicable

(3)   (a) Underwriting Agreement (Allstate Life Financial Services, Inc.)**
      (b) Underwriting Agreement (Allstate Distributors)****

(4)   Form of Putnam Allstate Advisor - L Contract

(5)   Form of Putnam Allstate Advisor - L application for a Contract

(6)   (a) Articles of Incorporation of Allstate Life Insurance Company*
      (b) By-laws of Allstate Life Insurance Company*

(7)   Not applicable

(8)   Form of Participation Agreement**

(9)   Opinion of Michael J.  Velotta,  Vice  President,  Secretary and General
      Counsel of Allstate Life Insurance Company****

(10)  (a) Independent Auditors' Consent****
      (b) Consent of Attorneys

(11)  Not applicable

(12)  Not applicable

(13)  Performance Data Calculations****

(14)  Not applicable

(99)  Powers of Attorney*, ***

 -----------

*     Incorporated  herein by reference to the initial filing,  dated February
      9, 1999,  of  Registrant's  Form N-4  registration  statement  (File No.
      333-72017).

**    Incorporated herein by reference to Pre-Effective Amendment No. 1, dated
      April 16, 1999, to Registrant's  Form N-4  registration  statement (File
      No. 333-72017).


<PAGE>

***   Incorporated  herein by reference  to  Post-Effective  Amendment  No. 1,
      dated August 31, 1999, to Registrant's  Form N-4 registration  statement
      (File No. 333-72017).

****  To be filed by amendment.


25.   DIRECTORS AND OFFICERS OF THE DEPOSITOR

<TABLE>
<CAPTION>
NAME AND PRINCIPAL                          POSITION AND OFFICE WITH
BUSINESS ADDRESS                            DEPOSITOR OF THE ACCOUNT
<S>                                         <C>
Thomas J. Wilson, II                        Chairman of the Board, Chief Executive Officer
Michael J. Velotta                          Director, Senior Vice President, Secretary and General Counsel
Marla G. Friedman                           Director and Senior Vice President
John L. Carl                                Director
Richard I. Cohen                            Director
T. O'Neal Douglas                           Director
Margaret G. Dyer                            Director and Senior Vice President
Edward M. Liddy                             Director
John C. Lounds                              Director and Senior Vice President
Robert W. Pike                              Director
Kevin R. Slawin                             Director and Senior Vice President
Casey J. Sylla                              Director and Chief Investment Officer
Charles F. Thalheimer                       Director and Vice President
B. Eugene Wraith                            Director and Vice President
John R. Hunter                              Vice President
Karen C. Gardner                            Vice President
Patricia A. Coffey                          Vice President
Moses Hardie                                Vice President
Mary J. McGinn                              Vice President and Assistant Secretary
Leonard G. Sherman                          Vice President
Steven C. Verney                            Vice President
James P. Zils                               Treasurer
Samuel H. Pilch                             Controller
C. Nelson Strom                             Assistant Vice President and Corporate Actuary
Patricia W. Wilson                          Assistant Vice President, Assistant Secretary and Assistant Treasurer
Denis Bailey                                Assistant Vice President
Richard L. Baker                            Vice President
Lisa Cochrane                               Assistant Vice President
D. Steven Boger                             Assistant Vice President
Lawrence W. Dahl                            Assistant Vice President
Sarah R. Donahue                            Assistant Vice President
Thomas W. Evans                             Assistant Vice President
Douglas F. Gaer                             Assistant Vice President
Brent H. Hamann                             Assistant Vice President
Ronald A. Johnson                           Assistant Vice President
Robert L. Park                              Assistant Vice President
Barry S. Paul                               Assistant Vice President and Assistant Treasurer
Robert E. Rich                              Assistant Vice President
Linda L. Shumilas                           Assistant Vice President
Robert E. Transon                           Assistant Vice President
Timothy N. Vander Pas                       Assistant Vice President
G. Craig Whitehead                          Assistant Vice President
Richard Zaharias                            Assistant Vice President


<PAGE>

Laura R. Zimmerman                          Assistant Vice President
Joanne M. Derrig                            Assistant Secretary, Assistant General Counsel and
                                            Chief Compliance Officer
Emma M. Kalaidjian                          Assistant Secretary
Paul N. Kierig                              Assistant Secretary
</TABLE>


The principal business address of the foregoing officers and directors is 3100
Sanders Road, Northbrook, Illinois 60062.


26.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH DEPOSITOR OR REGISTRANT

Information in response to this item is  incorporated by reference to the Form
10-K Annual Report of The Allstate Corporation (File #1-11840).


27.  NUMBER OF CONTRACT OWNERS

As of the date of this  Registration  Statement,  the  offering  of the Putnam
Allstate Advisor - L Variable Annuity had not commenced.


28.  INDEMNIFICATION

The by-laws of Allstate Life Insurance Company ("Allstate Life,"  "Depositor,"
or the "Company") provide for the  indemnification of its directors,  officers
and controlling persons, against expenses,  judgments,  fines and amounts paid
in settlement as incurred by such person,  if such person acted  properly.  No
indemnification  shall be made in respect of any claim,  issue or matter as to
which such  person  shall have been  adjudged to be liable for  negligence  or
misconduct  in the  performance  of a duty  to the  Company,  unless  a  court
determines such person is entitled to such indemnity.

Insofar as indemnification  for liability arising out of the Securities Act of
1933 may be permitted to directors,  officers and  controlling  persons of the
registrant pursuant to the foregoing provisions,  or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such  indemnification is against public policy as expressed in the Act and is,
therefore,  unenforceable.  In the  event  that a  claim  for  indemnification
against such  liabilities  (other than payment by the  registrant  of expenses
incurred by a director, officer or controlling person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is asserted by such
director,  officer or  controlling  person in connection  with the  securities
being registered, the registrant will, unless in the opinion of is counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a court of
appropriate  jurisdiction the question whether such  indemnification  by it is
against  public  policy as  expressed  in the Act and will be  governed by the
final adjudication of such issue.


29A.  RELATIONSHIP OF PRINCIPAL UNDERWRITER TO OTHER INVESTMENT COMPANIES

Allstate Life Financial Services, Inc. also acts as a principal underwriter to
the following investment companies:

Glenbrook Life and Annuity Company Separate Account A
Glenbrook Life Multi-Manager Variable Account
Glenbrook Life and Annuity Company Variable Annuity Account
Glenbrook Life Variable Life Separate Account B
Allstate Life of New York Separate Account A
Glenbrook Life AIM Variable Life Separate Account A
Glenbrook Life Scudder Variable Account (A)
Glenbrook Life Variable Life Separate Account A
Allstate Life Insurance Company Separate Account A


<PAGE>

29B.  PRINCIPAL UNDERWRITER

<TABLE>
<CAPTION>
 Name and Principal Business                 Positions and Offices
 Address of Each Such Person                 with Underwriter
 ---------------------------                 ----------------------
<S>                                          <C>
Thomas J. Wilson, II                         Director
Kevin R. Slawin                              Director
Michael J. Velotta                           Director and Secretary
John R. Hunter                               Director, President and Chief Executive Officer
Janet M. Albers                              Vice President and Controller
Brent H. Hamann                              Vice President
Andrea J. Schur                              Vice President
Terry R. Young                               General Counsel and Assistant Secretary
James P. Zils                                Treasurer
Lisa A. Burnell                              Assistant Vice President and Compliance Officer
Joanne M. Derrig                             Assistant Secretary and Assistant General Counsel
Emma M. Kalaidjian                           Assistant Secretary
Barry S. Paul                                Assistant Treasurer
</TABLE>

The principal  address of the principal  underwriter  of the Variable  Account
(Allstate  Life  Financial   Services,   Inc.  until  May  1,  2000,  Allstate
Distributors, L.L.C. beginning May 1, 2000), is 3100 Sanders Road, Northbrook,
Illinois.


29C.  COMPENSATION OF PRINCIPAL UNDERWRITER

None.


30.  LOCATION OF ACCOUNTS AND RECORDS

The  Depositor,  Allstate Life Insurance  Company,  is located at 3100 Sanders
Road,  Northbrook,  Illinois 60062. THE PRINCIPAL  UNDERWRITER OF THE VARIABLE
ACCOUNT IS LOCATED AT 3100 SANDERS  ROAD,  NORTHBROOK,  ILLINOIS  60062.  Each
company  maintains  those  accounts  and  records  required  to be  maintained
pursuant  to  Section  31(a)  of the  Investment  Company  Act and  the  rules
promulgated thereunder.


31.  MANAGEMENT SERVICES

None.

32.  UNDERTAKINGS

Registrant  promises to file a  post-effective  amendment to the  Registration
Statement as frequently  as is necessary to ensure that the audited  financial
statements in the Registration Statement are never more than 16 months old for
so long as payments  under the  variable  annuity  contracts  may be accepted.
Registrant  furthermore agrees to include either as part of any application to
purchase a contract  offered by the prospectus,  a space that an applicant can
check to  request  a  Statement  of  Additional  Information,  or a post  card
toll-free  number  included in the  Prospectus  that the  applicant can use to
request for a Statement of Additional Information.  Finally, Registrant agrees
to  deliver  any  Statement  of  Additional   Information  and  any  financial
statements  required to be made  available  under this Form N-4 promptly  upon
written or oral request.


<PAGE>

33.  REPRESENTATIONS PURSUANT TO SECTION 403(B) OF THE INTERNAL  REVENUE CODE

The Company represents that it is relying upon the letter,  dated November 28,
1988, from the Commission  staff to the American Council of Life Insurance and
that it  intends  to comply  with the  provisions  of  paragraphs  1-4 of that
letter.


34.  REPRESENTATION REGARDING CONTRACT EXPENSES

Allstate  Life  represents  that the  fees  and  charges  deducted  under  the
Contracts described in the prospectus included in this Registration  Statement
(as amended or supplemented),  in the aggregate, are reasonable in relation to
the services  rendered,  the expenses  expected to be incurred,  and the risks
assumed by Allstate Life.


<PAGE>

                                  SIGNATURES


As required by the Securities  Act of 1933 and the  Investment  Company Act of
1940,  Registrant,  Allstate Life Insurance  Company  Separate  Account A, has
caused  this  Registration  Statement  to be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized,  and its seal to be hereunto affixed
and attested,  all in the Township of  Northfield,  State of Illinois,  on the
28th day of February, 2000.


                                    ALLSTATE LIFE INSURANCE COMPANY
                                          SEPARATE ACCOUNT A
                                             (REGISTRANT)

                                    BY: ALLSTATE LIFE INSURANCE COMPANY
                                            (DEPOSITOR)

(SEAL)

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

As required by the Securities  Act of 1933,  this  Registration  Statement has
been duly signed  below by the  following  Directors  and Officers of Allstate
Life Insurance Company on the 28th day of February, 2000.


 */THOMAS J. WILSON, II      Chairman of the Board and Chief Executive Officer
 ----------------------      (Principal Executive Officer)
 Thomas J. Wilson, II

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

 */KEVIN R. SLAWIN           Senior Vice President and Director
 -----------------           (Principal Financial Officer)
 Kevin R. Slawin

 */CASEY J. SYLLA            Chief Investment Officer and Director
 ----------------
 Casey J. Sylla

 */SAMUEL H. PILCH           Controller
 ---------------------       (Principal Accounting Officer)
 Samuel H. Pilch

 */MARLA G. FRIEDMAN         Senior Vice President and Director
 -------------------
 Marla G. Friedman

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

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


<PAGE>

                                 EXHIBIT INDEX

EXHIBIT NO.                EXHIBIT

(4)                        Form of Putnam Allstate Advisor - L Contract
(5)                        Form of Putnam Allstate Advisor - L Application
(10) (b)                   Consent of Freedman, Levy, Kroll & Simonds



                                                                     EXHIBIT 4

ALLSTATE LIFE
INSURANCE COMPANY
A Stock Company

 Home Office:  Allstate Plaza, Northbrook, Illinois  60062-7154
 -----------------------------------------------------------------------------

FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

This Contract is issued to the owner in  consideration of the initial purchase
payment.  Allstate  Life  Insurance  Company  will  pay the  benefits  of this
Contract, subject to its terms and conditions.

Throughout  this  Contract,  "you" and "your" refer to the Contract  owner(s).
"We", "us" and "our" refer to Allstate Life Insurance Company.

CONTRACT SUMMARY
This flexible  premium  deferred  variable  annuity provides a cash withdrawal
benefit and a death benefit during the Accumulation  Phase and periodic income
payments beginning on the Payout Start Date during the Payout Phase.

THE  DOLLAR  AMOUNT  OF  INCOME  PAYMENTS  OR OTHER  VALUES  PROVIDED  BY THIS
CONTRACT,  WHEN BASED ON THE  INVESTMENT  EXPERIENCE OF THE VARIABLE  ACCOUNT,
WILL VARY TO REFLECT  THE  PERFORMANCE  OF THE  VARIABLE  ACCOUNT  AND ARE NOT
GUARANTEED AS TO DOLLAR AMOUNT.

This Contract does not pay dividends.

The tax status of this  Contract as it applies to the owner should be reviewed
each year.

PLEASE READ YOUR CONTRACT CAREFULLY.

THIS  IS A LEGAL  CONTRACT  BETWEEN  THE  CONTRACT  OWNER  AND  ALLSTATE  LIFE
INSURANCE COMPANY.

RETURN PRIVILEGE
IF YOU ARE NOT SATISFIED WITH THIS CONTRACT FOR ANY REASON,  YOU MAY RETURN IT
TO US OR OUR AGENT  WITHIN 20 DAYS AFTER YOU  RECEIVE  IT. WE WILL  REFUND ANY
PURCHASE  PAYMENTS  ALLOCATED  TO THE  VARIABLE  ACCOUNT,  ADJUSTED TO REFLECT
INVESTMENT  GAIN  OR  LOSS  FROM  THE  DATE  OF  ALLOCATION  TO  THE  DATE  OF
CANCELLATION,  PLUS ANY  PURCHASE  PAYMENTS  ALLOCATED  TO THE  FIXED  ACCOUNT
OPTIONS.  (WHERE REQUIRED BY STATE LAW, WE WILL REFUND ANY PURCHASE PAYMENTS.)
IF THIS CONTRACT IS QUALIFIED UNDER SECTION 408 OF THE INTERNAL  REVENUE CODE,
WE WILL REFUND THE GREATER OF ANY PURCHASE PAYMENTS OR THE CONTRACT VALUE.

If you have any questions  about your Allstate Life variable  annuity,  please
contact Allstate Life at (800) 390-1277.


       -------------------                    --------------------
           Secretary                   Chairman and Chief Executive Officer


                                    Page 1

<PAGE>

 -----------------------------------------------------------------------------
 TABLE OF CONTENTS
 -----------------------------------------------------------------------------

THE PERSONS INVOLVED.......................................................  3

ACCUMULATION PHASE.........................................................  3

PAYOUT PHASE............................................................... 10

INCOME PAYMENT TABLES...................................................... 12

GENERAL PROVISIONS......................................................... 13


                                    Page 2

<PAGE>

 -----------------------------------------------------------------------------
 THE PERSONS INVOLVED
 -----------------------------------------------------------------------------

OWNER  The  person  named  at the  time of  application  is the  Owner of this
Contract unless subsequently  changed. As Owner, you will receive any periodic
income payments, unless you have directed us to pay them to someone else.

You may exercise all rights stated in this Contract,  subject to the rights of
any irrevocable Beneficiary.

You may  change  the  Owner or  Beneficiary  at any  time.  You may name a new
Annuitant  only  upon the death of the  current  Annuitant.  You may  restrict
income payments to Beneficiaries. Once we have received a satisfactory written
request for a change of Owner or  Beneficiary,  or restricted  payments to any
Beneficiary,  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.  You may not assign an interest in
this Contract as collateral or security for a loan.

If the  sole  surviving  Owner  dies  prior  to the  Payout  Start  Date,  the
Beneficiary  becomes the new Owner. If the sole surviving Owner dies after the
Payout Start Date, the Beneficiary  becomes the new Owner and will receive any
subsequent guaranteed income payments.

If more than one person is designated as Owner:

1.    Owner as used in this  Contract  refers to all persons  named as Owners,
      unless otherwise indicated;

2.    any request to exercise  ownership  rights must be signed by all Owners;
      and

3.    on the death of any  person  who is an Owner,  the  surviving  person(s)
      named as Owner will continue as Owner.


ANNUITANT  The  Annuitant is the person  named on the Annuity  Data Page.  The
Annuitant must be a living individual.


BENEFICIARY  The  Beneficiary is the person(s) named on the Annuity Data Page,
but may be changed by the Owner,  as described  above.  We will  determine the
Beneficiary from the most recent written request we have received from you. If
you do not name a Beneficiary or if the Beneficiary named is no longer living,
the Beneficiary will be:

1.    your spouse if living; otherwise

2.    your children equally if living; otherwise

3.    your estate.

The Beneficiary may become the Owner under the circumstances  described in the
Owner provision above.


 -----------------------------------------------------------------------------
 ACCUMULATION PHASE
 -----------------------------------------------------------------------------


ACCUMULATION PHASE DEFINED The "Accumulation Phase" is the first of two phases
during your Contract.  The Accumulation  Phase begins on the issue date of the
Contract  stated on the Annuity Data Page.  This phase will continue until the
Payout Start Date unless the Contract is terminated before that date.


CONTRACT YEAR  "Contract  Year" is the one year period  beginning on the issue
date of the Contract and on each anniversary of the issue date.


INVESTMENT  ALTERNATIVES The "Investment  Alternatives" are the subaccounts of
the Variable  Account and the Fixed Account  Options.  We reserve the right to


                                    Page 3

<PAGE>

limit the availability of the Investment Alternatives for new investments.


PURCHASE  PAYMENTS The initial  payment is shown on the Annuity Data Page. You
may make subsequent  purchase  payments during the Accumulation  Phase. We may
limit the amount of each purchase  payment that we will accept to a minimum of
$500 and a maximum of $1,000,000.

We will  invest the  purchase  payments  in the  Investment  Alternatives  you
select.  You may  allocate  any  portion  of your  purchase  payment  in whole
percents from 0% to 100% or in exact dollar  amounts to any of the  Investment
Alternatives. The total allocation must equal 100%.

The  allocation of the initial  purchase  payment is shown on the Annuity Data
Page.  Allocation of each subsequent  purchase payment will be the same as the
allocation  for the  most  recent  purchase  payment  unless  you  change  the
allocation.  You may change the allocation of subsequent  purchase payments at
any time, without charge,  simply by giving us written notice. Any change will
be effective at the time we receive the notice.


VARIABLE ACCOUNT The "Variable Account" for this Contract is the Allstate Life
Insurance  Company Separate  Account A. This account is a separate  investment
account to which we allocate assets  contributed  under this and certain other
contracts.  These assets will not be charged with liabilities arising from any
other business we may have.

VARIABLE  SUBACCOUNTS The Variable Account is divided into  subaccounts.  Each
subaccount  invests  solely in the shares of the mutual fund  underlying  that
subaccount.


FIXED ACCOUNT OPTIONS The Fixed Account Option is the Standard Fixed Account.


STANDARD  FIXED ACCOUNT Money in the Standard Fixed Account will earn interest
at the  current  rate in effect at the time of  allocation  or transfer to the
Standard  Fixed  Account for the  guarantee  period.  We will offer a one year
guarantee  period.  Other guarantee periods will be offered at our discretion.
Subsequent  renewal dates will be on  anniversaries of the first renewal date.
After the initial guarantee period, a renewal rate will be declared.


CREDITING  INTEREST We credit  interest daily to money  allocated to the Fixed
Account Option at a rate which compounds over one year to the interest rate we
guaranteed  when the money  was  allocated.  We will  credit  interest  to the
initial purchase payment  allocated to the Fixed Account Option from the issue
date. We will credit interest to subsequent purchase payments allocated to the
Fixed  Account  Option from the date we receive them at a rate declared by us.
We will credit  interest to transfers to the Standard  Fixed  Account from the
date the transfer is made. The interest rate for the Fixed Account Option will
never be less than the minimum guaranteed rate shown on the Annuity Data Page.


TRANSFERS  Prior to the Payout  Start Date,  you may  transfer  amounts  among
Investment  Alternatives.  You may make 12 transfers per Contract Year without
charge.  Each  transfer  after the 12th  transfer in any Contract  Year may be
assessed  a  transfer  fee of .50% of the amount  transferred.  Transfers  are
subject to the following restrictions:

1.    The maximum amount  transferable  from the Standard Fixed Account during
      any Contract  Year is the greater of 30% of the Standard  Fixed  Account
      balance as of the last Contract Anniversary or the greatest of any prior
      transfer from the Standard Fixed Account. This limitation does not apply
      to dollar cost averaging.  However, if any interest rate is renewed at a
      rate at least one  percentage  point less than the  previous  rate,  the
      Contract  Owner may elect to transfer up to 100% of the Funds  receiving
      that  reduced  rate within 60 days of the  notification  of the interest
      rate decrease.  The Company  reserves the right to defer  transfers from
      the  Standard  Fixed  Account  for up to six  months  from  the  date of
      request.

2.    The  minimum  amount that may be  transferred  from the  Standard  Fixed
      Account or a Subaccount  of the Variable  Account is $100;  if the total
      amount  remaining in the Standard Fixed Account or the Subaccount of the
      Variable  Account after a transfer  would be less than $100,  the entire
      amount may also be transferred.


                                    Page 4

<PAGE>

3.    We reserve the right to limit the number of  transfers  in any  Contract
      Year or to refuse any  transfer  request for an Owner or certain  Owners
      if, in our sole discretion, we believe that:

      a.    excessive  trading by such Owner or Owners or a specific  transfer
            request  or  group of  transfer  requests  may have a  detrimental
            effect on Unit Values or the share prices of the underlying mutual
            funds or would be to the disadvantage of other Contract Owners; or

      b.    we are informed by one or more of the underlying mutual funds that
            the purchase or redemption  of shares is to be restricted  because
            of excessive  trading or a specific transfer or group of transfers
            is deemed to have a detrimental effect on share prices of affected
            underlying mutual funds.

      Such  restrictions  may be  applied in any  manner  which is  reasonably
      designed to prevent any use of the transfer right which is considered by
      us to be to the disadvantage of the other Contract Owners.

We reserve  the right to waive the  transfer  restrictions  contained  in this
Contract.


CONTRACT  VALUE On the issue date of the  Contract,  the  "Contract  Value" is
equal to the initial  purchase  payment.  After the issue date,  the "Contract
Value" is equal to the sum of:

1.    the  number of  Accumulation  Units you hold in each  subaccount  of the
      Variable  Account  multiplied  by the  Accumulation  Unit Value for that
      subaccount on the most recent Valuation Date; plus

2.    the total value you have in the Fixed Account Option.

If you withdraw the entire Contract Value, you may receive an amount less than
the Contract Value because a Withdrawal Charge, income tax withholding,  and a
premium tax charge may apply.


VALUATION PERIOD AND VALUATION DATE A "Valuation  Period" is the time interval
between the closing of the New York Stock  Exchange on  consecutive  Valuation
Dates. A "Valuation  Date" is any date the New York Stock Exchange is open for
trading.


ACCUMULATION UNITS AND ACCUMULATION UNIT VALUE Amounts which you allocate to a
subaccount of the Variable Account are used to purchase  Accumulation Units in
that subaccount. The Accumulation Unit Value for each subaccount at the end of
any Valuation Period is calculated by multiplying the Accumulation  Unit Value
at the end of the immediately  preceding  Valuation Period by the subaccount's
Net Investment Factor for the Valuation  Period.  The Accumulation Unit Values
may go up or down.  Additions or  transfers  to a  subaccount  of the Variable
Account will increase the number of  Accumulation  Units for that  subaccount.
Withdrawals  or  transfers  from a  subaccount  of the  Variable  Account will
decrease the number of Accumulation Units for that subaccount.


NET  INVESTMENT  FACTOR  For each  Variable  Subaccount,  the "Net  Investment
Factor" for a Valuation Period is equal to:

1.    The sum of:

      a.    the net asset  value per share of the mutual fund  underlying  the
            subaccount  determined at the end of the current Valuation Period,
            plus

      b.    the per share amount of any dividend or capital gain distributions
            made by the  mutual  fund  underlying  the  subaccount  during the
            current Valuation Period.

2.    Divided by the net asset value per share of the mutual  fund  underlying
      the  subaccount  determined as of the end of the  immediately  preceding
      Valuation Period.


                                    Page 5

<PAGE>

3.    The  result  is  reduced  by  the  Mortality  and  Expense  Risk  Charge
      corresponding to the portion of the current calendar year that is in the
      current Valuation Period.


CHARGES The charges  for this  Contract  include  Mortality  and Expense  Risk
Charges,  transfer charges, and any applicable taxes. If a withdrawal is made,
the Contract may also be subject to a Withdrawal Charge.

MORTALITY  AND EXPENSE RISK CHARGE The  annualized  Mortality and Expense Risk
Charge will never be greater  than  1.65%.  (See Net  Investment  Factor for a
description of how this charge is applied.)

Our actual  mortality and expense  experience  will not  adversely  affect the
dollar  amount of variable  benefits or other  contractual  payments or values
under this Contract.


TAXES Any premium tax relating to this  Contract may be deducted from purchase
payments or the Contract Value when the tax is incurred or at a later time.


WITHDRAWAL  You have the right to withdraw part or all of your Contract  Value
at any time during the Accumulation  Phase. A withdrawal must be at least $50.
If any  withdrawal  reduces the Contract  Value to less than  $1,000,  we will
treat the  request  as a  withdrawal  of the  entire  Contract  Value.  If you
withdraw the entire Contract Value, the Contract will terminate.

You must specify the Investment  Alternative(s)  from which you wish to make a
withdrawal. When you make a withdrawal, your Contract Value will be reduced by
the amount paid to you and any applicable  Withdrawal Charge and/or taxes. Any
Withdrawal  Charge will be waived on withdrawals  taken to satisfy IRS minimum
distribution  rules.  This  waiver is  permitted  only for  withdrawals  which
satisfy distributions resulting from this Contract.


WITHDRAWAL  CHARGE  Withdrawals  will be  subject  to a  Withdrawal  Charge as
follows:

                  Payment Year:             1        2        3 and Later

                  Percentage:               2%       1%       0%

To determine  the  Withdrawal  Charge,  we assume that  purchase  payments are
withdrawn first, beginning with the oldest payment. When all purchase payments
have been withdrawn,  additional withdrawals will not be assessed a Withdrawal
Charge.

For each  purchase  payment  withdrawal,  the  "Payment  Year" in the table is
measured from the date we received the purchase payment. The Withdrawal Charge
is determined by multiplying the percentage  corresponding to the Payment Year
times each purchase payment withdrawal.


DEATH OF OWNER If you die prior to the Payout  Start Date,  the new Owner will
be the surviving  Owner. If there is no surviving Owner, the new Owner will be
the Beneficiary(ies). The new Owner will have the options described below.

1.    IF THE SOLE NEW OWNER IS YOUR SPOUSE:

      a.    Your spouse may elect,  within 180 days of the date of your death,
            to receive the Death Benefit described below in a lump sum.

      b.    Your spouse may elect,  within 180 days of the date of your death,
            to receive an amount equal to the Death Benefit paid out under one
            of the Income Plans  described in the Payout  Phase  section.  The
            Payout  Start  Date must be within one year of your date of death.
            Income Payments must be:

            i.    over the life of your spouse; or

            ii.   for a guaranteed  number of payments  from 5 to 30 years but
                  not to exceed the life expectancy of your spouse; or


                                    Page 6

<PAGE>

            iii.  Over the life of your  spouse  with a  guaranteed  number of
                  payments  from 5 to 30  years  but not to  exceed  the  life
                  expectancy of your spouse.

      c.    If your spouse does not elect one of the options above,  then your
            spouse may continue the Contract in the  Accumulation  Phase as if
            the death had not  occurred.  If the  Contract is continued in the
            Accumulation Phase, the following conditions apply:

            i.    On the day the Contract is  continued,  the  Contract  Value
                  will be the Death  Benefit as  determined  at the end of the
                  Valuation  Period  during  which we  received  due  proof of
                  death.

            ii.   The  surviving  spouse may make a single  withdrawal  of any
                  amount  within  one  year  of  the  date  of  death  without
                  incurring a Withdrawal Charge.

            iii.  Prior to the Payout  Start  Date,  the Death  Benefit of the
                  continued Contract will be the greater of:

                  1)    the sum of all purchase payments less any withdrawals,
                        as defined in the Death Benefit provision; or

                  2)    the Contract  Value on the date we determine the Death
                        Benefit; or

                  3)    the Maximum Anniversary Value, as defined in the Death
                        Benefit provision, with the following changes:

                        A.    "Date  of  Issue"  is  replaced  by the date the
                              Contract is continued; and

                        B.    "Initial  purchase payment" is replaced with the
                              Death  Benefit as  determined  at the end of the
                              Valuation  Period  during  which we received due
                              proof of death.

2.    IF THE NEW OWNER IS NOT YOUR SPOUSE BUT IS A NATURAL  PERSON,  THEN THIS
      NEW OWNER HAS THE FOLLOWING OPTIONS:

      a.    The new  Owner  may  elect,  within  180  days of the date of your
            death, to receive the Death Benefit described below in a lump sum.

      b.    The new  Owner  may  elect,  within  180  days of the date of your
            death,  to receive an amount  equal to the Death  Benefit paid out
            under  one of the  Income  Plans  described  in the  Payout  Phase
            section.  The  Payout  Start  Date must be within one year of your
            date of death. Income Payments must be:

            i.    over the life of the new Owner; or

            ii.   for a guaranteed  number of payments  from 5 to 30 years but
                  not to exceed the life expectancy of the new Owner; or

            iii.  Over the life of the new Owner with a  guaranteed  number of
                  payments  from 5 to 30  years  but not to  exceed  the  life
                  expectancy of the new Owner.

      c.    The new Owner may elect to receive the Settlement Value payable in
            a lump sum within 5 years of your date of death. The new Owner may
            make a single withdrawal of any amount within one year of the date
            of death without incurring a Withdrawal Charge.

3.    IF THE NEW OWNER IS A CORPORATION OR OTHER NON-NATURAL PERSON:

      a.    The non-natural Owner may elect, within 180 days of your death, to
            receive the Death Benefit in a lump sum.

      b.    The  non-natural  Owner may elect to receive the Settlement  Value
            payable in a lump sum within 5 years of your date of death.

If any new Owner is a non-natural person, all new Owners will be considered to
be non-natural persons for the above purposes.


                                    Page 7

<PAGE>

If the new  Owner  who is not your  spouse  does  not  make  one of the  above
described  elections,  the Settlement Value must be withdrawn by the new Owner
on or before the mandatory distribution date 5 years after your date of death.
Under any of these  options,  all  ownership  rights are  available to the new
Owner  from the date of your  death to the date on which the Death  Benefit or
Settlement  Value is paid.  We reserve the right to extend beyond 180 days the
period when we will pay the Death Benefit.


DEATH OF  ANNUITANT If the  Annuitant  who is not also the Owner dies prior to
the Payout Start Date, the Owner must elect an applicable option listed below.
If the option  selected is 1(a) or 1(b)(ii)  below,  the new Annuitant will be
the youngest Owner, unless the Owner names a different Annuitant.

1.    IF THE OWNER IS A NATURAL PERSON:

      a.    The Owner may choose to continue this Contract as if the death had
            not occurred; or

      b.    If we  receive  due proof of death  within 180 days of the date of
            the Annuitant's death, then the Owner may alternatively choose to:

            i.    Receive the Death Benefit in a lump sum; or

            ii.   Apply the Death  Benefit to an Income  Plan which must begin
                  within one year of the date of death.

2.    IF THE OWNER IS A NON-NATURAL PERSON:

      a.    The  non-natural   Owner  may  elect,   within  180  days  of  the
            Annuitant's  date of death, to receive the Death Benefit in a lump
            sum; or

      b.    The  non-natural  Owner 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  Owner does not make one of the above described  elections,
the Settlement  Value must be withdrawn by the non-natural  Owner on or before
the mandatory distribution date 5 years after the Annuitant's death.

Under any of these  options,  all ownership  rights are available to the Owner
from the date of the Annuitant's  death to the date on which the Death Benefit
or  Settlement  Value is paid.  We reserve the right to extend beyond 180 days
the period when we will pay the Death Benefit.


DEATH  BENEFIT  Except as  defined in the Death of Owner  provision,  when the
surviving spouse  continues the Contract,  prior to the Payout Start Date, the
Death  Benefit  is  equal  to the  greatest  of the  following  Death  Benefit
alternatives:

1.    the sum of all purchase payments less any withdrawals; or

2.    the Contract Value on the date we determine the Death Benefit; or

3.    the Maximum Anniversary Value.

      a.    On the date of issue,  the Maximum  Anniversary  Value is equal to
            the initial purchase payment.

      b.    After issue, the Maximum  Anniversary Value is recalculated when a
            purchase   payment  or   withdrawal  is  made  or  on  a  contract
            anniversary as follows:

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

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


                                    Page 8

<PAGE>

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

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.
      (c) = the value of the applicable Death Benefit alternative immediately
            prior to the withdrawal.

We  will  determine  the  value  of the  Death  Benefit  as of the  end of the
Valuation Period during which we receive a complete request for payment of the
Death Benefit. A complete request includes due proof of death.


SETTLEMENT VALUE The Settlement Value is the same amount that would be paid in
the event of a full  withdrawal of the Contract  Value.  We will calculate the
Settlement  Value  at the end of the  Valuation  Period  coinciding  with  the
requested  distribution date for payment or on the mandatory distribution date
of 5 years after the date of death, whichever is earlier.


                                    Page 9

<PAGE>

 -----------------------------------------------------------------------------
 PAYOUT PHASE
 -----------------------------------------------------------------------------


PAYOUT PHASE DEFINED The "Payout Phase" is the second of the two phases during
your Contract.  During this phase the Contract Value less any applicable taxes
is applied to the Income  Plan you choose and is paid out as  provided in that
plan.

The Payout Phase begins on the Payout Start Date.  It continues  until we make
the last payment as provided by the Income Plan chosen.


PAYOUT START DATE The "Payout Start Date" is the date the Contract  Value less
any  applicable  taxes is applied to an Income Plan.  The  anticipated  Payout
Start Date is shown on the Annuity Data Page.  You may change the Payout Start
Date by writing to us at least 30 days prior to this date.

The Payout Start Date must be on or before the later of:

1.    the Annuitant's 90th birthday; or

2.    the 10th anniversary of the Contract's issue date.


INCOME PLANS An "Income Plan" is a series of payments on a scheduled  basis to
you or to another  person  designated by you. The Contract Value on the Payout
Start Date less any  applicable  taxes,  will be applied to your  Income  Plan
choice from the following list:

1.    LIFE INCOME WITH GUARANTEED PAYMENTS.  We will make payments for as long
      as the Annuitant lives. If the Annuitant dies before the selected number
      of  guaranteed  payments  have been made,  we will  continue  to pay the
      remainder of the guaranteed payments.

2.    JOINT AND SURVIVOR LIFE INCOME WITH  GUARANTEED  PAYMENTS.  We will make
      payments for as long as either the Annuitant or joint  Annuitant,  named
      at the time of Income Plan  selection,  lives. If both the Annuitant and
      the joint  Annuitant  die  before  the  selected  number  of  guaranteed
      payments  have been made,  we will  continue to pay the remainder of the
      guaranteed payments.

3.    GUARANTEED  NUMBER OF  PAYMENTS.  We will make  payments for a specified
      number of months  beginning on the Payout Start Date.  These payments do
      not depend on the Annuitant's  life. The number of months guaranteed may
      be from 60 to 360.  Income  payments  for less  than 120  months  may be
      subject to a Withdrawal Charge.

We reserve the right to make available other Income Plans.


INCOME PAYMENTS Income payment amounts may be Variable Amount Income Payments,
Fixed Amount Income  Payments,  or both. The method of calculating the initial
payment is different for the two types of payments.

VARIABLE AMOUNT INCOME  PAYMENTS  Variable Amount Income Payments will vary to
reflect the  performance of the Variable  Account.  The portion of the initial
income  payment based upon a particular  Variable  subaccount is determined by
applying the amount of the  Contract  Value in that  subaccount  on the Payout
Start Date, less any applicable premium tax, to the appropriate value from the
Income Payment Table. This portion of the initial income payment is divided by
the Annuity Unit Value on the Payout Start Date for that  Variable  subaccount
to determine  the number of Annuity Units from that  subaccount  which will be
used to  determine  subsequent  income  payments.  Unless  transfers  are made
between subaccounts,  each subsequent income payment from that subaccount will
be that  number  of  Annuity  Units  times  the  Annuity  Unit  Value  for the
subaccount for the Valuation Date on which the income payment is made.


                                   Page 10

<PAGE>

ANNUITY UNIT VALUE The Annuity Unit Value for each  subaccount of the Variable
Account at the end of any Valuation Period is calculated by:

1.    multiplying  the  Annuity  Unit  Value  at the  end  of the  immediately
      preceding  Valuation Period by the  subaccount's  Net Investment  Factor
      during the period; and then

2.    dividing  the result by 1.000 plus the assumed  investment  rate for the
      period.  The assumed  investment rate is an effective annual rate of 3%.
      We reserve the right to offer an assumed  investment  rate  greater than
      3%.


FIXED AMOUNT INCOME PAYMENTS The income payment amount derived from any monies
allocated to the Fixed Account option during the  Accumulation  Phase is fixed
for the  duration  of the Income  Plan.  The Fixed  Amount  Income  Payment is
calculated by applying the portion of the Contract  Value in the Fixed Account
Option on the Payout  Start  Date,  less any  applicable  premium  tax, to the
greater of the  appropriate  value from the Income  Payment Table  selected or
such other value as we are offering at that time.


ANNUITY  TRANSFERS  After the Payout Start Date,  you may  transfer  among the
variable  subaccounts.  You may make up to 12 transfers per Contract  year. No
transfers may be made from the Fixed Amount Income Payment. Transfers from the
Variable  Amount Income Payment to the Fixed Amount Income Payment may be made
only if  Income  Plan 3 has been  chosen,  and may not be made for six  months
after the Payout Start Date.


PAYOUT TERMS AND CONDITIONS  The income  payments are subject to the following
terms and conditions:

1.    If no  purchase  payments  have  been  received  for two  years  and the
      Contract Value is less than $2,000,  or not enough to provide an initial
      payment of at least $20, we reserve the right to:

      a.    change the payment frequency to make the payment at least $20; or

      b.    terminate  the Contract  and pay you the  Contract  Value less any
            applicable taxes in a lump sum.

2.    If we do not  receive  a written  choice  of an Income  Plan from you at
      least 30 days before the Payout Start Date, the Income Plan will be Life
      Income with Guaranteed Payments for 120 months.

3.    If you choose an Income Plan which depends on any person's  life, we may
      require:

      a.    proof of age and sex before income payments begin; and

      b.    proof that the Annuitant or joint  Annuitant is still alive before
            we make each payment.

4.    After the Payout  Start  Date,  the Income  Plan  cannot be changed  and
      withdrawals  cannot be made unless income  payments are being made under
      Income Plan 3. You may  terminate the income  payments  being made under
      Income  Plan  3 at  any  time  and  withdraw  their  value,  subject  to
      Withdrawal Charges.

5.    If any Owner dies during the Payout Phase, the remaining income payments
      will be paid to the successor Owner as scheduled.


                                   Page 11

<PAGE>

 -----------------------------------------------------------------------------
 INCOME PAYMENT TABLES
 -----------------------------------------------------------------------------


The initial  income  payment will be at least the amount based on the adjusted
age of the  Annuitant(s)  and the tables below,  less any federal income taxes
which are  withheld.  The  adjusted  age is the actual age on the Payout Start
Date reduced by one year for each six full years  between  January 1, 1983 and
the Payout Start Date. Income payments for ages and guaranteed payment periods
not shown below will be  determined  on a basis  consistent  with that used to
determine  those that are shown.  The Income  Payment Tables are based on 3.0%
interest and the 1983a Annuity Mortality Tables.


<TABLE>
<CAPTION>
 INCOME PLAN 1 - LIFE INCOME WITH GUARANTEED PAYMENTS FOR 120 MONTHS
 ===========================================================================================================================
                           Monthly Income Payment for each $1,000 Applied to this Income Plan
 ---------------------------------------------------------------------------------------------------------------------------
    Annuitant's                              Annuitant's                             Annuitant's
     Adjusted         Male     Female         Adjusted        Male     Female         Adjusted        Male    Female
        Age                                      Age                                     Age
 ---------------------------------------------------------------------------------------------------------------------------
<S>                    <C>       <C>              <C>          <C>      <C>               <C>          <C>      <C>
       35              $3.43     $3.25            49           $4.15    $3.82             63           $5.52    $4.97
       36               3.47      3.28            50            4.22     3.88             64            5.66     5.09
       37               3.51      3.31            51            4.29     3.94             65            5.80     5.22
       38               3.55      3.34            52            4.37     4.01             66            5.95     5.35
       39               3.60      3.38            53            4.45     4.07             67            6.11     5.49
       40               3.64      3.41            54            4.53     4.14             68            6.27     5.64
       41               3.69      3.45            55            4.62     4.22             69            6.44     5.80
       42               3.74      3.49            56            4.71     4.29             70            6.61     5.96
       43               3.79      3.53            57            4.81     4.38             71            6.78     6.13
       44               3.84      3.58            58            4.92     4.46             72            6.96     6.31
       45               3.90      3.62            59            5.02     4.55             73            7.13     6.50
       46               3.96      3.67            60            5.14     4.65             74            7.31     6.69
       47               4.02      3.72            61            5.26     4.75             75            7.49     6.88
       48               4.08      3.77            62            5.39     4.86
 ===========================================================================================================================
</TABLE>


<TABLE>
<CAPTION>
 INCOME PLAN 2 - JOINT AND SURVIVOR LIFE INCOME WITH GUARANTEED PAYMENTS FOR 120 MONTHS
 ===========================================================================================================================

                            Monthly Income Payment for each $1,000 Applied to this Income Plan
 ---------------------------------------------------------------------------------------------------------------------------
                     Female Annuitant's Adjusted Age
 ---------------------------------------------------------------------------------------------------------------------------
       Male
    Annuitant's          35        40         45         50         55          60         65           70          75
     Adjusted
        Age
 ---------------------------------------------------------------------------------------------------------------------------
<S>                   <C>        <C>        <C>        <C>        <C>         <C>        <C>          <C>         <C>
       35             $3.09      $3.16      $3.23      $3.28      $3.32       $3.36      $3.39        $3.40       $3.42
       40              3.13       3.22       3.31       3.39       3.46        3.51       3.56         3.59        3.61
       45              3.17       3.28       3.39       3.50       3.60        3.69       3.76         3.81        3.85
       50              3.19       3.32       3.45       3.60       3.74        3.87       3.98         4.07        4.14
       55              3.21       3.35       3.51       3.68       3.87        4.06       4.23         4.37        4.48
       60              3.23       3.37       3.55       3.75       3.98        4.23       4.47         4.70        4.88
       65              3.24       3.39       3.57       3.80       4.07        4.37       4.71         5.04        5.34
       70              3.24       3.40       3.59       3.83       4.13        4.48       4.90         5.36        5.81
       75              3.25       3.41       3.61       3.86       4.17        4.56       5.04         5.61        6.22
 ===========================================================================================================================
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
 INCOME PLAN 3 - GUARANTEED NUMBER OF PAYMENTS
 =============================================================================
                                  Monthly Income Payment for each
    Specified Period              $1,000 Applied to this Income Plan
 -----------------------------------------------------------------------------
<S>                                                 <C>
        10 Years                                    $9.61
        11 Years                                     8.86
        12 Years                                     8.24
        13 Years                                     7.71
        14 Years                                     7.26
        15 Years                                     6.87
        16 Years                                     6.53
        17 Years                                     6.23
        18 Years                                     5.96
        19 Years                                     5.73
        20 Years                                     5.51
 =============================================================================
</TABLE>


 -----------------------------------------------------------------------------
 GENERAL PROVISIONS
 -----------------------------------------------------------------------------

THE ENTIRE CONTRACT The entire contract consists of this Contract, any written
application, and any Contract endorsements and riders.

All  statements  made in a written  application  are  representations  and not
warranties.  No statement  will be used by us in defense of a claim or to void
the Contract unless it is included in a written application.

We may not modify this Contract without your consent, except to make it comply
with any  changes in the  Internal  Revenue  Code or as  required by any other
applicable  law.  Only  our  officers  may  change  this  Contract.  No  other
individual may do this.


INCONTESTABILITY  We will not contest the validity of this Contract  after the
issue date.


MISSTATEMENT OF AGE OR SEX If any age or sex has been  misstated,  we will pay
the amounts which would have been paid at the correct age and sex.

If we find the  misstatement of age or sex after the income payments begin, we
will:

1.    pay all amounts underpaid  including interest calculated at an effective
      annual rate of 6%; or

2.    stop  payments  until the  total  payments  are  equal to the  corrected
      amount.


ANNUAL STATEMENT At least once a year, prior to the Payout Start Date, we will
send you a statement containing Contract Value information. The effective date
of the  information  in the annual  statement will not be more than two months
before date of mailing. We will provide you with Contract Value information at
any  time  upon  request.  The  information  presented  will  comply  with any
applicable law.


SETTLEMENTS  We may require that this  Contract be returned to us prior to any
settlement. We must receive due proof of death of the Owner or Annuitant prior
to settlement of a death claim.

Any full withdrawal or Death Benefit under this Contract will not be less than
the  minimum  benefits  required  by any  statute  of the  state in which  the
Contract is delivered.


                                   Page 13

<PAGE>


DEFERMENT  OF PAYMENTS We will pay any amounts due from the  Variable  Account
under this Contract within seven days, unless:

1.    the New York Stock  Exchange is closed for other than usual  weekends or
      holidays, or trading on such Exchange is restricted;

2.    an  emergency   exists  as  defined  by  the   Securities  and  Exchange
      Commission; or

3.    the Securities and Exchange  Commission permits delay for the protection
      of Contract holders.

We reserve the right to postpone  payments or transfers from the Fixed Account
options for up to six months.  If we elect to postpone payments from the Fixed
Account for 30 days or more,  we will pay  interest as required by  applicable
law. Any interest  would be payable  from the date the  withdrawal  request is
received by us to the date the payment is made.


VARIABLE  ACCOUNT  MODIFICATIONS  We reserve the right,  subject to applicable
law, to make additions to,  deletions  from, or  substitutions  for the mutual
fund shares  underlying the subaccounts of the Variable  Account.  We will not
substitute  any shares  attributable  to your  interest in a subaccount of the
Variable  Account  without  notice to you and prior approval of the Securities
and Exchange Commission,  to the extent required by the Investment Company Act
of 1940, as amended.

We reserve  the right to  establish  additional  subaccounts  of the  Variable
Account,  each of which would invest in shares of a mutual fund.  You may then
instruct us to allocate  purchase  payments or transfers to such  subaccounts,
subject to any terms set by us or the mutual fund.

In the event of any such substitution or change,  we may by endorsement,  make
such changes as may be necessary or appropriate  to reflect such  substitution
or change.

If we deem it to be in the best  interests  of persons  having  voting  rights
under the  contracts,  the  Variable  Account may be operated as a  management
company under the  Investment  Company Act of 1940,  as amended,  or it may be
deregistered  under  such Act in the  event  such  registration  is no  longer
required.


                                   Page 14



                                                                     EXHIBIT 5

APPLICATION
FOR PUTNAM ALLSTATE VARIABLE ANNUITY

Insurer, as used in this application, means
Allstate Life Insurance Company.


ALLSTATE LIFE INSURANCE COMPANY
OVERNIGHT:
3100 Sanders Road - J4A
Northbrook, IL 60062

MAIL: P.O. Box 94039
Palatine, IL 60094-4039

 -----------------------------------------------------------------------------
1) SELECT PRODUCT

[ ] ADVISOR  [ ] ADVISOR-C  [ ] ADVISOR PLUS

FOR BROKER USE ONLY [ ] PROGRAM A  [ ] PROGRAM B  [ ] PROGRAM C  [ ] PROGRAM D
Programs A and B only with Advisor Plus.  Contact your home office for program
information.

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

2) OWNER
If no Annuitant is specified in section 4, the Owner will be the  Annuitant.

Name _________________________________________________________________________
Street Address _______________________________________________________________
City State Zip _______________________________________________________________
SS#/TIN [ ][ ][ ] [ ][ ] [ ][ ][ ][ ]
Date of birth Month [ ][ ]  Day [ ][ ]  Year [ ][ ]
[ ] Male  [ ] Female  [ ] Trustee  [ ] CRT
Phone # [ ][ ][ ] [ ][ ][ ] [ ][ ][ ][ ]

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

3) JOINT OWNER
(If any)

Name _________________________________________________________________________
Relationship to Owner ________________________________________________________
SS#/TIN [ ][ ][ ] [ ][ ] [ ][ ][ ][ ]
Date of birth Month [ ][ ]  Day [ ][ ]  Year [ ][ ]
[ ] Male  [ ] Female

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

4) ANNUITANT
Complete only if different from the Owner in Section 2.

Name _________________________________________________________________________
Street Address _______________________________________________________________
City State Zip _______________________________________________________________
SS#/TIN [ ][ ][ ] [ ][ ] [ ][ ][ ][ ]
Date of birth Month [ ][ ]  Day [ ][ ]  Year [ ][ ]
[ ] Male  [ ] Female

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

5) BENEFICIARY(IES)

 _____________________________________________________________________________
 Designated Name                   Relationship to Owner            Percentage
 _____________________________________________________________________________
 Designated Name                   Relationship to Owner            Percentage
 _____________________________________________________________________________
 Designated Name                   Relationship to Owner            Percentage
 _____________________________________________________________________________
 Contingent Name(s)                Relationship to Owner            Percentage

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

6) TYPE OF PLAN

[ ] Nonqualified  [ ] Traditional IRA  [ ] SEP-IRA  [ ] Roth IRA  [ ] 401(k)
[ ] 401(a)  [ ] 403(b)
[ ] Other________________________________
Tax year for which initial contribution is being made________

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

7) SOURCE OF FUNDS

[ ] Initial  [ ] Transfer  [ ] Rollover  [ ] 1035

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


PA43                                                               Page 1 of 4

<PAGE>

8) INVESTMENT SELECTION

Please check  selected  investment  choice(s)  and indicate  whole  percentage
allocations. The initial premium will be allocated as selected here. If dollar
cost averaging, see Section 9B.

Initial  $___________________
Make check payable to Allstate Life Insurance Company.

[ ] American Government Income        ______%
[ ] Asia Pacific Growth               ______%
[ ] Diversified  Income               ______%
[ ] The George Putnam Fund            ______%
[ ] Global Asset Allocation           ______%
[ ] Global Growth                     ______%
[ ] Growth and Income                 ______%
[ ] Health Sciences                   ______%
[ ] High Yield                        ______%
[ ] Income                            ______%
[ ] International Growth              ______%
[ ] International Growth and Income   ______%
[ ] International New Opportunities   ______%
[ ] Investors                         ______%
[ ] Money Market                      ______%
[ ] New Opportunities                 ______%
[ ] New Value                         ______%
[ ] OTC & Emerging Growth             ______%
[ ] Research                          ______%
[ ] Small Cap Value                   ______%
[ ] Utilities Growth and Income       ______%
[ ] Vista                             ______%
[ ] Voyager                           ______%
[ ] ___________________________       ______%
[ ] 6-Month DCA Fixed Account*        ______%
[ ] 12-Month DCA Fixed Account*       ______%
[ ] Standard Fixed Account*           ______%

*May not be available in all states or all products. Complete DCA Instructions
in 9B for DCA Fixed Accounts.

Total                                 __100__%

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

OPTIONAL  PROGRAMS

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

9A) AUTOMATIC REBALANCING PROGRAM

[ ] Moderate -- 35% Diversified  Income, 20% Growth and Income, 20% Investors,
15% International Growth, 10% OTC & Emerging Growth

[ ]  Aggressive  -- 25%  Investors,  25% Growth and  Income,  20%  Diversified
Income, 15% International Growth, 15% OTC & Emerging Growth

[ ] Flagship -- 38% Growth and Income, 38% Voyager, 24% International Growth

If a custom model is created,  please  complete and sign the separate  form in
the back of the booklet.

Transfer frequency:  Quarterly

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

9B)  DOLLAR  COST AVERAGING PROGRAM
May not be available in all states or in all products.

 Transfer to (select investment option)      Percent per transfer
 ______________________________________      ___________________%
 ______________________________________      ___________________%
 ______________________________________      ___________________%
 ______________________________________      ___________________%
 ______________________________________      ___________________%
 ______________________________________      ___________________%
 ______________________________________      ___________________%

TOTAL = 100%
[__________]

Transfer Frequency:  Monthly
Program  Options:
[ ] 6-month program*
[ ] 12-month  program**

Number of occurrences (3-12)
DCA Program length:  Minimum 3 months, maximum 12 months.

*All assets must be transferred  into the variable  subaccounts  within 3 to 6
months from the date of enrollment.
**All assets must be transferred into the variable  subaccounts within 7 to 12
months from the date of enrollment.
If you wish to dollar cost average from the Standard Fixed Account or variable
subaccounts, please see the form in the back of the booklet.

The  programs  above may be  terminated  or  modified at any time by me or the
Insurer  by  providing  written  notice to the other  party or, if  investment
option balances are inadequate,  by executing the requested  transfer.  In the
unlikely event that another financial  transaction  request is received on the
transfer  date,  the Insurer may delay  processing  the scheduled  transfer if
enrolling in the Systematic Withdrawal Plan.

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


                                                                   Page 2 of 4

<PAGE>

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

OPTIONAL RIDERS

May not be available in all states or in all  products.  There are  additional
charges for optional riders; see prospectus for details.

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

10A) RETIREMENT INCOME GUARANTEE OPTION*

Select only one income benefit rider

[ ] Income Benefit Rider 1: Guaranteed Return of Premium

OR

[ ] Income  Benefit  Rider 2:  Guaranteed  Greater  of 5% Annual  Increase  or
Maximum Anniversary Value

*NOT AVAILABLE FOR OWNERS OVER AGE 75.

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

10B) ENHANCED DEATH BENEFIT OPTION*

[ ] 5% Annual Increase

Greater of base death benefit or 5% Annual Increase

*NOT AVAILABLE FOR OWNERS OVER AGE 75.

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

11) Special  Remarks
(Attach separate page if necessary.)

 _____________________________________________________________________________
 _____________________________________________________________________________
 _____________________________________________________________________________
 _____________________________________________________________________________

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

12) OWNER(S') ACKNOWLEDGEMENTS

The following  states  require the applicant to  acknowledge  the  information
below that pertains to his or her specific  state.  Check the  appropriate box
for your resident state, sign and date the bottom of Section 13.

[ ] ARKANSAS  [ ] KENTUCKY  [ ] MAINE  [ ] NEW  MEXICO  [ ] OHIO
[ ] PENNSYLVANIA

Any person who knowingly  and with intent to defraud any insurance  company or
other person and who files an application  for insurance or statement of claim
containing any materially  false  information or conceals,  for the purpose of
misleading,  information  concerning  any false  materials  thereto  commits a
fraudulent  insurance  act,  which is a crime  and  subjects  such  person  to
criminal and civil penalties.

[ ] ARIZONA Upon your written  request we will provide you within a reasonable
period of time,  reasonable,  factual  information  regarding the benefits and
provisions  of the annuity  contract  for which you are  applying.  If for any
reason you are not satisfied  with the  contract,  you may return the contract
within  twenty days after you receive it. If the contract you are applying for
is a variable annuity,  you will receive an amount equal to the sum of (i) the
difference  between the premiums paid and the amounts allocated to any account
under  the  contract  and (ii)  the  Contract  Value on the date the  returned
contract is received by our company or our agent.

[ ] COLORADO It is unlawful to knowingly provide false, incomplete, misleading
facts or information to an insurance  company for the purpose of defrauding or
attempting to defraud the company. Penalties may include imprisonment,  fines,
denial of insurance,  and civil damages.  Any insurance company or agent of an
insurance company who knowingly provides false, incomplete or misleading facts
or information to a policyholder  or claimant for the purpose of defrauding or
attempting to defraud the policyholder or claimant with regard to a settlement
or award  payable from  insurance  proceeds  shall be reported to the Colorado
Division of Insurance within the Department of Regulatory Services.

[ ] DISTRICT OF COLUMBIA WARNING: It is a crime to provide false or misleading
information  to an insurer  for the purpose of  defrauding  the insurer or any
other person.  Penalties include  imprisonment  and/or fines. In addition,  an
insurer may deny insurance benefits if false information materially related to
a claim was provided by the applicant.

[ ] FLORIDA [ ] GEORGIA [ ] VERMONT Any person who  knowingly  and with intent
to injure,  defraud or deceive any  insurer,  files a statement of claim or an
application  containing  any false,  incomplete or misleading  information  is
guilty of a felony of the third degree.

[ ]  LOUISIANA  [ ]  OREGON  Any  person  who  knowingly  presents  a false or
fradulent  claim for payment of a loss or benefit or knowingly  presents false
information  in an  application  for insurance is guilty of a crime and may be
subject to fines and confinement in prison.

[ ] NEW JERSEY Any person who includes any false or misleading  information on
an  application  for an  insurance  policy is  subject to  criminal  and civil
penalties.

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


                                                                   Page 3 of 4

<PAGE>

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

ANNUITIES ARE NOT FEDERALLY  INSURED BY THE FDIC, THE FEDERAL RESERVE BOARD OR
ANY OTHER AGENCY,  FEDERAL OR STATE.  ANNUTITIES  ARE NOT  OBLIGATIONS  OF ANY
BANK. THE FINANCIAL  INSTITUTION DOES NOT GUARANTEE PERFORMANCE BY THE INSURER
ISSUING THE ANNUITY.  VARIABLE  ANNUITIES INVOLVE  INVESTMENT RISK,  INCLUDING
POTENTIAL  LOSS OF  PRINCIPAL.  ANY  BENEFITS,  VALUES  OR  PAYMENTS  BASED ON
PERFORMANCE OF THE SEGREGATED ACCOUNTS MAY VARY (INCREASE OR DECREASE) AND ARE
NOT GUARANTEED BY OUR COMPANY,  OR ANY OTHER  INSURANCE  COMPANY,  AND ARE NOT
GUARANTEED BY THE U.S. GOVERNMENT OR ANY STATE GOVERNMENT. THE OWNER BEARS ALL
RISK FOR AMOUNTS ALLOCATED TO THE VARIABLE PORTFOLIOS.  VARIABLE ANNUITIES ARE
NOT PROTECTED BY THE SECURITIES INVESTOR PROTECTION  CORPORATION (SIPC) AS THE
LOSS OF THE PRINCIPAL AMOUNT INVESTED.

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

13) Will the annuity applied for replace one or more existing  annuity or life
insurance contracts?
[ ] Yes  [ ] No  (If yes, explain in Special Remarks, section 11.)

Have you purchased another annuity during the current calendar year?
[ ] Yes  [ ] No

Do you or any joint owner currently own an annuity issued by the Insurer?
[ ] Yes  [ ] No

[ ] I WOULD LIKE TO RECEIVE A STATEMENT OF ADDITIONAL INFORMATION (SAI)
[ ] I/WE HAVE READ THE DISCLOSURE STATEMENT ABOVE.

I/WE UNDERSTAND THAT ANNUITY PAYMENTS OR SURRENDER VALUES, WHEN BASED UPON THE
INVESTMENT  EXPERIENCE OF A SEPARATE ACCOUNT,  ARE VARIABLE AND NOT GUARANTEED
AS TO A FIXED DOLLAR AMOUNT.

A copy of this  application  signed by the Agent will be the  receipt  for the
first purchase payment. If the Insurer declines this application,  the Insurer
will have no liability except to return the first purchase payment.

I have read the above statements and represent that they are complete and true
to the best of my knowledge and belief.  I  acknowledge  receipt of a variable
annuity and fund  prospectus.  By accepting the annuity issued, I agree to any
additions or corrections to this application.


Owner's signature __________________ Joint Owner's signature _________________
Signed at __________________________    ______________________________________
          City, State                   Date

Do you, as Agent,  have reason to believe the product applied for will replace
existing annuities or insurance? [ ] Yes [ ] No

Licensed Agent _________________ ___________________ _________________________
               Signature              Print name           Borker/Dealer
 _________________________ ___________________________________________________
 SOCIAL SECURITY NUMBER    Address

 ____________________________________________ _________________ ______________
 Licensed I.D. # (for Florida agents only)    E-mail address    Telephone

                                                                   Page 4 of 4
                                                              AAXXX 91235 2/00



                                                                 EXHIBIT 10(b)


                                  CONSENT OF
                        FREEDMAN, LEVY, KROLL & SIMONDS


FREEDMAN, LEVY, KROLL & SIMONDS


      We hereby  consent to the reference to our firm under the caption "Legal
Matters" in the prospectus  contained in this  Registration  Statement on Form
N-4 of Allstate Life Insurance Company Separate Account A.


                      /s/ FREEDMAN, LEVY, KROLL & SIMONDS


Washington, D.C.
February 28, 2000



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