ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I, N-4, 1999-05-03

ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I
N-4, 1999-05-03

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As filed with the Securities and Exchange Commission on May 3, 1999
Registration Nos. 333-_____
and 811-09327

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- ------------------------------------------------------------------------------

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/

Pre-Effective Amendment No. / /

Post -Effective Amendment No. / /
And

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/

Amendment No. / /

Allstate Financial Advisors Separate Account I
(Exact Name of Registrant)

Allstate Life Insurance Company
(Name of Depositor)

Michael J. Velotta
Vice President, Secretary and General Counsel
Allstate Life Insurance Company
3100 Sanders Road, Northbrook, Illinois 60062
(847) 402-2400
( Name and Address of Agent of Service)

Copies to:
Stephen E. Roth, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2415

Approximate Date of Proposed Public Offering:
As soon as practicable after effectiveness 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 Separate Account
under flexible payment deferred variable annuity contracts.

<PAGE>

Flexible Premium
Individual Deferred Variable Annuity Contracts
Issued By
Allstate Life Insurance Company
In Connection With
Allstate Financial Advisors Separate Account I
Street Address: 3100 Sanders Road, Northbrook, IL
Mailing Address: P. O. Box 94057, Palatine, IL
Telephone Number: 1-800-366-1411, ext. 7500

This prospectus describes a flexible premium individual deferred variable
annuity contract ("Contract") offered by Allstate Life Insurance Company ("we"
or "Allstate"). The Contract is a deferred annuity contract designed to aid you
in long-term financial planning. You may purchase it on either a tax qualified
or non-tax qualified basis.

Because this is a flexible premium annuity contract, you may pay multiple
premiums. We allocate your premium to the investment options under the Contract
and our fixed account in the proportions that you choose. The Contract currently
offers _______investment options, each of which is a subaccount of the Allstate
Financial Advisors Separate Account I ("Separate Account").

Each subaccount invests exclusively in shares of one of the following
portfolios:

[Fund information -- to be provided by subsequent amendment]

We may make available other investment options in the future.

You may not purchase a Contract if either you or the annuitant are 90 years old
or older before we receive your application.

Your contract value will vary daily as a function of the investment performance
of the subaccounts to which you have allocated purchase payments and any
interest credited to the fixed account. We do not guarantee any minimum contract
value for amounts allocated to the subaccounts.

In certain states the Contract may be offered as a group contract with
individual ownership represented by Certificates. The discussion of Contracts in
this prospectus applies equally to Certificates under group contracts, unless
the content specifies otherwise.

This prospectus sets forth the information you ought to know about the Contract.
You should read it before investing and keep it for future reference.

We have filed a Statement of Additional Information ("SAI") with the Securities
and Exchange Commission ("SEC"). The current SAI is dated ____, 1999. The
information in the SAI is incorporated by reference in this prospectus. You can
obtain a free copy by writing us or calling us at the telephone number given
above. The Table of Contents of the SAI appears on page __ of this prospectus.

At least once each year we will send you an annual statement. The annual
statement details values and specific information for your Contract. It does not
contain our financial statements. Our financial statements can be found in the
SAI. Allstate will file annual and quarterly reports and other information with
the SEC. You may read and copy any reports, statements or other information we
file at the SEC's public reference room in Washington, D.C. You can obtain
copies of these documents by writing to the SEC and paying a duplicating fee.
Please call the SEC at 1-800-SEC-0330 for further information as to the
operation of the public reference room. Our SEC filings are also available to
the public on the SEC Internet site (http://www.sec.gov).

The Securities and Exchange Commission has not approved or disapproved these
securities nor has it passed on the accuracy or the adequacy of this prospectus.
Any representation to the contrary is a criminal offense.

The date of this prospectus is ________________ 1999.

This prospectus is valid only if accompanied or preceded by current prospectuses
for the portfolios listed above. If any of these prospectuses is missing or
outdated, please contact us and we will send you the prospectus you need.

Please read this prospectus carefully and retain it for your future reference.

This prospectus does not constitute an offering in any jurisdiction in which
such offering may not lawfully be made. We do not authorize anyone to provide
any information or representations regarding the offering described in this
prospectus other than as contained in this prospectus.

<PAGE>

Table Of Contents

<PAGE>

Definitions

accumulation period - The period, beginning on the issue date, during which
contract value builds up under your Contract.

accumulation unit - A unit of measurement which we use to calculate contract
value.

annuitant - The natural person on whose life the annuity benefits under a
Contract are based.

annuitization - The process to begin annuity payments under the Contract.

annuitized value - The contract value less any applicable taxes.

annuity period - The period during which annuity payments are paid. The annuity
period begins on the payout start date.

annuity unit - A unit of measurement which we use to calculate the amount of
variable annuity payments.

beneficiary(ies) - The person(s) designated to receive any death benefits under
the Contract.

Company ("We," "Us," "Our," "Allstate") - Allstate Life Insurance Company.

contract anniversary - Each anniversary of the issue date.

contract owner ("you") - The person(s) having the privileges of ownership
defined in the Contract. If your Contract is issued as part of a retirement
plan, your ownership privileges may be modified by the plan.

contract value - The sum of the values of your interests in the subaccounts of
the separate account and the fixed account.

contract year - Each twelve-month period beginning on the issue date and each
contract anniversary.

contribution year - Each twelve-month period beginning on the date a purchase
payment is allocated to a subaccount, or each anniversary of that date.

fixed account - Two options to which you can direct your money under the
Contract that provide a guarantee of principal and minimum interest. The fixed
account options are the dollar cost averaging fixed account ("DCA Account") and
the standard fixed account. Fixed account assets are our general account assets.

fixed annuity - A series of annuity payments that are fixed in amount.

guarantee period - A one year period for which we have guaranteed a specific
effective annual interest rate on an amount allocated to the standard fixed
account.

issue date - The date when the Contract becomes effective.

latest payout start date - The latest date by which you must begin annuity
payments under the Contract.

net investment factor - The factor used to determine the value of an
accumulation unit and annuity unit in any valuation period. We determine the net
investment factor separately for each subaccount.

non-qualified plan - A retirement plan which does not receive special tax
treatment under Sections 408, 408A or 457 of the Tax Code.

payout start date - The date on which annuity payments are scheduled to begin.

portfolio(s) - The underlying mutual funds in which the subaccounts invest. Each
portfolio is an investment company registered with the SEC or a separate
investment series of a registered investment company.

purchase payments - Amounts paid to us as premium for the Contract by you or on
your behalf.

qualified plan - A retirement plan which receives special tax treatment under
Sections 408 or 408A of the Tax Code or a deferred compensation plan for a state
and local government or another tax exempt organization under Section 457 of the
Tax Code.

separate account - The Allstate Financial Advisors Separate Account I is a
separate investment account composed of subaccounts that we established to
receive and invest purchase payments paid under the Contract.

subaccount - A subdivision of the separate account, which invests exclusively in
shares of one of the portfolios.

surrender value - The amount paid upon complete surrender of the Contract, equal
to the contract value, less any applicable premium taxes, withdrawal charge, and
the contract maintenance charge.

Tax Code - The Internal Revenue Code of 1986, as amended.

Treasury Rate - The U.S. Treasury Note Constant Maturity Yield for the preceding
week as reported in Federal Reserve Bulletin Release H.15.

valuation date - Each day the New York Stock Exchange is open for business.
Allstate is open for business on each day the NYSE is open.

valuation period - The period of time over which we determine the change in the
value of the subaccounts in order to price accumulation units and annuity units.
Each valuation period begins at the close of normal trading on the New York
Stock Exchange ("NYSE") currently 4:00 p.m. Eastern time on each valuation date
and ends at the close of the NYSE on the next valuation date.

variable annuity - A series of annuity payments that vary in amount based on
changes in the value of the subaccounts to which you are invested at that time.

withdrawal charge - The contingent deferred sales charge that may be required
upon some withdrawals.

<PAGE>

Questions And Answers About Your Contract

The following are answers to some of the questions you may have about some of
the more important features of the Contract. The Contract is more fully
described in the rest of the Prospectus. Please read the Prospectus carefully.

1. What Is The Contract?

The Contract is a flexible premium deferred variable annuity contract. It is
designed for tax-deferred retirement investing. The Contract is available for
non-qualified or qualified retirement plans. The Contract, like all deferred
annuity contracts, has two phases: the accumulation period and the annuity
period. During the accumulation period, earnings accumulate on a tax-deferred
basis and are taxed as income when you make a withdrawal. The annuity period
begins when you start receiving payments under one of the annuity payment
options described in the answer to Question 2. The amount of money accumulated
under your Contract during the accumulation period will be used to determine the
amount of your annuity payments during the annuity period.

Your premiums are invested in one or more of the subaccounts of the separate
account or allocated to the fixed account, as you instruct us. You may allocate
your money in the Contract to up to twenty-one options under the Contract,
counting each subaccount and the fixed account as one option. We will treat all
of your contract value allocated to the fixed account as one option for purposes
of this limit, even if you have chosen more than one guarantee period. The value
of your Contract will depend on the investment performance of the subaccounts
and the amount of interest we credit to the fixed account.

Each subaccount will invest in a single investment portfolio of a mutual fund.
The portfolios offer a range of investment objectives, from conservative to
aggressive. You bear the entire investment risk on amounts allocated to the
subaccounts. The investment policies and risks of each portfolio are described
in the accompanying prospectuses for the portfolios.

In some states, you may also allocate all or part of your contract value to the
"fixed account", as described in the answer to Question 5.

2. What Annuity Options Does The Contract Offer? (See Annuity Options p. __)

You may receive annuity payments on a fixed or a variable basis or a combination
of the two. We offer a variety of annuity options including:

o a life annuity with payments guaranteed for five to twenty years;

o a joint and full survivorship annuity, with payments guaranteed for five to
twenty years; and

o fixed payments for a specified period of five to thirty years.

Call us to inquire about other options.

You may change your annuity option at any time before annuitization. You may
select the date to annuitize the Contract. The date you select, however, may be
no later than the later of the tenth contract anniversary or the annuitant's
90th birthday. If your Contract was issued in connection with a qualified plan,
different deadlines may apply.

If you select annuity payments on a variable basis, the amount of our payments
to you will be affected by the investment performance of the subaccounts you
have selected. The fixed portion of your annuity payments, on the other hand,
generally will be equal in amount to the initial payment we determine. As
explained in more detail below, however, during the annuity period you will have
a limited ability to change the relative weighting of the subaccounts on which
your variable annuity payments are based or to increase the portion of your
annuity payments consisting of fixed annuity payments.

3. How Do I Buy A Contract? (See Purchases and Contract Value p. __)

You can obtain a Contract application from your Allstate agent. Your initial
purchase payment must be at least $1,200. We will not issue a Contract to you if
either you or the annuitant is age 90 or older before we receive your
application.

4. What Are My Investment Choices Under The Contract? (See Separate Account
Investments p.__)

You can allocate and reallocate your investment among the subaccounts, each of
which in turn invests in a single portfolio. Under the Contract, the separate
account currently invests in the following portfolios:

Fund Portfolio(s)
- ----------------------------- -----------------------------

[To be provided by subsequent amendment.]

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

Each portfolio holds its assets separately from the assets of the other
portfolios. Each portfolio has distinct investment objectives and policies which
are described in the accompanying prospectuses for the portfolios.

5. What Is The Fixed Account Option? (See The Fixed Account p. __)

We offer two fixed account interest crediting options: the Standard Fixed
Account Option and the Dollar Cost Averaging Fixed Account Option.

We credit interest daily to money allocated to the fixed account options at a
rate which compounds over one year to the interest rate we guaranteed when the
money was allocated. We will credit interest on the initial purchase payment
allocated to the fixed account options from the issue date. We will credit
interest to subsequent purchase payments allocated to the fixed account options
from the date we receive them at a rate declared by us. We will credit interest
to transfers from the date the transfer is made.

Standard Fixed Account Option: Money in the Standard Fixed Account Option will
earn interest at the current rate in effect at the time of allocation or
transfer to the Standard Fixed Account Option. We currently 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 at our
discretion. We guarantee that the money you place in the Standard Fixed Account
Option will earn interest at an annual rate of at least 3.0%.

Dollar Cost Averaging Fixed Account Option: You may direct all or a portion of
your purchase payments to the Dollar Cost Averaging Fixed Account Option ("DCA
Account"). The payments, plus interest, will be transferred out of the DCA
Account in equal monthly installments and placed in the subaccounts or the
Standard Fixed Account Option in the percentages you designate. When you make an
allocation to the DCA Account, we will set an interest rate applicable to that
amount. We will then credit interest at that rate to that amount until it has
been entirely transferred to your chosen subaccounts or the Standard Fixed
Account Option. We will complete the transfers within one year of the
allocation. At our discretion we may change the rate that we set for new
allocations to the DCA Account. We will never, however, set a rate less than an
effective annual rate of 3.0%.

6. What Are My Expenses Under The Contract? (See Contract Charges p. __)

Contract Maintenance Charge
During the accumulation period, each year we subtract an annual contract
maintenance charge of $35 from your contract value allocated to the subaccounts.
We will waive this charge if you pay $50,000 or more in purchase payments or if
you allocate all of your contract value to the fixed account.

During the accumulation period, we will subtract the annual contract maintenance
charge from the Money Market subaccount. If the Money Market subaccount has
insufficient funds, then we will subtract the contract maintenance charge in
equal parts from the other subaccounts in the proportion that your value in each
bears to your total value in all subaccounts, excluding the money market
subaccount.

After the payout start date, the contract maintenance charge will be deducted in
equal parts from each annuity payment. We waive this charge if on the payout
start date your contract value is $50,000 or more or if all payments are fixed
annuity payments.

Administrative Expense Charge And Mortality And Expense Risk Charge We impose a
mortality and expense risk charge at an annual rate of 1.15% of average daily
net assets and an administrative expense charge at an annual rate of .10% of
average daily net assets. If you select one of our optional enhanced benefit
riders, however, we may charge you a higher mortality and expense risk charge.
These charges are assessed each day during the accumulation period and will be
assessed during the annuity period if you choose variable income payments. We
guarantee that we will not raise these charges.

Transfer Fee
Although we currently are not charging a transfer fee, the Contract permits us
to charge you up to $10 per transfer for each transfer after the 12th transfer
in any contract year.

Withdrawal Charge (Contingent Deferred Sales Charge)
During the accumulation period, you may withdraw all or part of the value of
your Contract before your death or, if the Contract is owned by a company or
other legal entity, before the annuitant's death. Certain withdrawals may be
made without payment of any withdrawal charge, which is a contingent deferred
sales charge. Other withdrawals are subject to the withdrawal charge.

In most states, we also may waive the withdrawal charge if you: (1) require
long-term medical or custodial care outside the home; (2) become unemployed; or
(3) are diagnosed with a terminal illness. These provisions will apply to the
annuitant, if the Contract is owned by a company or other legal entity.
Additional restrictions and costs may apply to Contracts issued in connection
with qualified plans. In addition, withdrawals may trigger tax liabilities and
penalties. You should consult with your tax counselor to determine what effect a
withdrawal might have on your tax liability.

Each year, free of withdrawal charge, you may withdraw the Free Withdrawal
Amount, which equals the greater of: (1) earnings not previously withdrawn; or
(2) 15% of purchase payments.

Any free withdrawal amount which is not withdrawn during a contract year may not
be carried over to increase the free withdrawal amount available in a subsequent
year.

The withdrawal charge will vary depending on the year the purchase payment(s)
and withdrawals are made.

Payment Applicable
Year Charge
------------ ----------
1-2 7%
3-4 6%
5 5%
6 4%
7 3%
8+ 0%

In determining withdrawal charges, we will treat your purchase payments as being
withdrawn on a first-in first-out basis.

Premium Taxes
We will deduct state premium taxes, which currently range from 0% to 3.50%, if
you surrender the Contract or partially withdraw its value, or if we pay out
death benefit proceeds, or if you begin to receive regular annuity payments. We
only charge you premium taxes in those states that require us to pay premium
taxes.

Other Expenses
In addition to our charges under the Contract, each portfolio deducts fees and
charges from its assets to pay its investment advisory fees and other expenses.

7. How Will My Investment In The Contract Be Taxed? (See Tax Matters p. __)

You should consult a qualified tax adviser for personalized answers. Generally,
earnings under variable annuities are not taxed until amounts are withdrawn or
distributions are made. This deferral of taxes is designed to encourage
long-term personal savings and supplemental retirement plans. The taxable
portion of a withdrawal or distribution is taxed as ordinary income.

Special rules apply if the Contract is owned by a company or other legal entity.
Generally, such an owner must include in income any increase in the excess of
the contract value over the "investment in the contract" during the taxable
year.

8. Do I Have Access To My Money? (See Withdrawals p. __)

At any time during the accumulation period, we will pay you all or part of the
value of your Contract, minus any applicable charge, if you surrender your
Contract or request a partial withdrawal. Generally, a partial withdrawal must
equal at least $50, and after the withdrawal your remaining contract value must
at least equal $500.

Although you have access to your money during the accumulation period, certain
charges, such as the contract maintenance charge, the withdrawal charge, and
premium tax charges, may be deducted if you surrender or withdraw your contract
value. You may also incur Federal income tax liability or tax penalties.

After annuitization, under certain settlement options you may be entitled to
withdraw the commuted value of the remaining payments.

9. What Is The Death Benefit? (See Death Benefit p. __)

We will pay a death benefit while the Contract is in force and before the payout
start date, if the contract owner dies, or if the annuitant dies and the
contract owner is not a natural person. To obtain payment of the death benefit,
the beneficiary must submit to us written proof of death as specified in the
Contract.

The standard death benefit is the greatest of the following:

(1) your total purchase payments reduced proportionately for any prior partial
withdrawals;

(2) your contract value on the date we determine the death benefit; or

(3) your contract value on each contract anniversary evenly divisible by seven,
increased by the total purchase payments since that anniversary and reduced
proportionately by any partial withdrawals since that anniversary.

We also offer two optional enhanced death benefit riders, which are described
later in this prospectus.

We will determine the value of the death benefit on the day that we receive all
of the information that we need to process the claim.

10. What Else Should I Know?

Allocation Of Purchase Payments (See Allocation of Purchase Payments p.__) You
allocate your initial purchase payment among the subaccounts and the fixed
account in your Contract application. You may make your allocations in specific
dollar amounts or percentages, which must be whole numbers that add up to 100%.
When you make subsequent purchase payments, you may again specify how you want
your payments allocated. If you do not, we will automatically allocate the
payment based on your most recent purchase payment. You may not allocate
purchase payments to the fixed account if it is not available in your state.

Transfers (See Transfers during the Accumulation Period p. __)
During the accumulation period, you may transfer contract value among the
subaccounts and from the subaccounts to the fixed account. The minimum amount
that may be transferred is $100. If the total amount remaining in the standard
fixed account option or in a subaccount after a transfer would be less than
$100, the entire amount must be transferred.

The maximum amount you may transfer from the standard fixed account option
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 option. This limit does not apply to
dollar cost averaging. You may not make a transfer, however, that would result
in your allocating your contract value to more than twenty-one options under the
Contract. You may instruct us to transfer contract value by writing or calling
us.

You may also use our automatic dollar cost averaging or portfolio rebalancing
programs. You may not use both programs at the same time.

Dollar Cost Averaging (See Automatic Dollar Cost Averaging Program p.
__) Under the dollar cost averaging program, amounts are automatically
transferred at regular intervals from the fixed account or a subaccount
of your choosing to up to eight options, including other subaccounts or
the fixed account. Transfers may be made monthly, quarterly, or
annually.

Portfolio Rebalancing (See Portfolio Rebalancing p. __) Under the
portfolio rebalancing program, you can maintain the percentage of your
contract value allocated to each subaccount at a pre-set level.
Investment results will shift the balance of your contract value
allocations. If you elect rebalancing, we will automatically transfer
your contract value back to the specified percentages at the frequency
(monthly, quarterly, semiannually, annually) that you specify. You may
not include the fixed account in a portfolio rebalancing program. You
also may not elect rebalancing after annuitization.

During the Annuity Period
You may not make any transfers among the variable subaccounts for the
first six months after the payout start date. Thereafter, you may make
transfers among the subaccounts, but these transfers must be at least 6
months apart. You can make transfers from the subaccount to increase
your fixed annuity payments only if you have chosen income plan. 3. You
may not, however, convert any portion of your right to receive fixed
annuity payments into variable annuity payments.

Return Privilege (See Return Privilege p. __)
You may cancel the Contract by returning it to us within 20 days after you
receive it, or after whatever longer period may be permitted by state law. You
may return it by delivering it or mailing it to us. If you return the Contract,
the Contract terminates and, in most states, we will pay you an amount equal to
the contract value on the date we receive the Contract from you. The contract
value may be more or less than your purchase payments. In some states, we are
required to send you the amount of your purchase payments. Since state laws
differ as to the consequences of returning a Contract, you should refer to your
Contract for specific information about your circumstances.

11. Who Can I Contact For More Information?

You can write to us at:
Allstate Life Insurance Company
Annuity Services Dept. - Ste. M4A
3100 Sanders Road
Northbrook, Illinois 60062

P.O. Box 94057
Palatine, IL 60094-9700

Or call us at:
1-800-366-1411, Ext. 7500

<PAGE>

Fee Tables

Contract Owner Transaction Expenses

Contingent Deferred Sales Charge - Withdrawal Charge
(as a percentage of Purchase Payments)

Contribution Applicable
Year Charge
--------------------- ----------------
1-2 7%
--------------------- ----------------
3-4 6%
--------------------- ----------------
5 5%
--------------------- ----------------
6 4%
--------------------- ----------------
7 3%
--------------------- ----------------
8+ 0%
--------------------- ----------------

Transfer Fee (Applies solely to transfers after the 12th transfer in any
contract year. We are currently waiving the transfer fee)........... $10.00

Annual Contract Maintenance Charge................................. $35.00

Separate Account Expenses (as a percentage of average daily net assets in
the subaccounts of the separate account)

With the Enhanced Death Benefit
Mortality and Expense Risk Charge*........................... 1.35%
Administrative Expense Charge................................ 0.10%
Total Separate Account Annual Expenses....................... 1.45%

Without the Enhanced Death Benefit
Mortality and Expense Risk Charge*........................... 1.15%
Administrative Expense Charge................................ 0.10%
Total Separate Account Annual Expenses....................... 1.25%

* If you select the Enhanced Death and Income Benefit Rider, the Mortality and
Expense Risk Charge will be equal to 1.55% of your Contract's average daily
net assets in the separate account.

Portfolio Company Annual Expenses
(As A Percentage Of Portfolio Average Net Assets)
----------------------------- ----------------------------- ---------------------------
<S> <C> <C>
Management (after fee Other (after fee waivers Total (after fee waivers
waivers or reductions) of reductions) or reductions)
----------------------------- ----------------------------- ---------------------------

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

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

Footnotes to be provided by subsequent amendment.

Examples

If you surrender your contract at the end of the applicable time period, you
would pay the following expenses on a $1,000 investment, assuming 5% annual
return on assets.

With Enhanced Death Benefit

- ------------------------- --------- ----------
Subaccount 1 Year 3 Years
- ------------------------- --------- ----------

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

Without the Enhanced Death Benefit

- ------------------------- --------- ----------
Subaccount 1Year 3 Years
- ------------------------- --------- ----------

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

If you annuitize or if you do not surrender your contract at the end of the
applicable time period, you would pay the following expenses on a $1,000
investment, assuming 5% annual return on assets.

With the Enhanced Death Benefit

- ------------------------- --------- ----------
Subaccount 1Year 3 Years
- ------------------------- --------- ----------

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

Without the Enhanced Death Benefit

- ------------------------- --------- ----------
Subaccount 1Year 3 Years
- ------------------------- --------- ----------

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

* We will not charge a withdrawal charge on annuitization if you select a
payment option that provides payments over at least five years or over the
annuitant's lifetime.

Explanation Of Fee Tables And Examples

1. We have included the table and examples shown above to assist you in
understanding the costs and expenses that you will bear directly or
indirectly by investing in the separate account. The table reflects
expenses of the separate account as well as the portfolios. For additional
information, you should read "Contract Charges," which begins on page __
below; you should also read the sections relating to expenses of the
portfolios in their prospectuses. The examples do not include any taxes or
tax penalties you may be required to pay if you surrender your Contract.

2. The examples assume that you did not make any transfers. We are currently
waiving the transfer fee, but in the future, we may decide to charge $10
for each transfer after the 12th transfer in any contract year. Premium
taxes are not reflected. Currently, we deduct premium taxes (which range
from 0% to 3.5%) from contract value upon full surrender, death or
annuitization.

3. To reflect the contract maintenance charge in the examples, we estimated an
equivalent percentage charge, which we calculated by dividing the total
amount of contract maintenance charges expected to be collected during a
year by the total estimated average net assets of the subaccounts and the
fixed account attributable to the Contracts.

4. The examples reflect any Free Withdrawal Amounts.

Neither the fee tables nor the examples should be considered representations of
past or future expenses. Your actual expenses may be greater or less than those
shown. Similarly, the annual rate of return of 5% assumed in the example is not
an estimate or guarantee of future investment performance.

Condensed Financial Information

Because the separate account had not commenced operations as of the date of this
prospectus, no condensed financial information is included in this prospectus.

<PAGE>

Description Of The Contracts

Summary
The Contract is a flexible premium deferred annuity contract designed to aid you
in long-term financial planning. You may add to the contract value by making
additional purchase payments. In addition, the contract value will change to
reflect the performance of the subaccounts to which you allocate your purchase
payments and your contract value, as well as to reflect interest credited to
amounts allocated to the fixed account. You may withdraw your contract value by
making a partial withdrawal or by surrendering your Contract. Upon
annuitization, we will pay you benefits under the Contract in the form of an
annuity, either for the life of the annuitant or for a fixed number of years.
All of these features are described in more detail below.

Contract Owner
As the contract owner, you are the person usually entitled to exercise all
rights of ownership under the Contract. You usually are the person entitled to
receive benefits under the Contract or to choose someone else to receive
benefits. If your Contract was issued under a qualified plan, however, then the
plan may limit or modify your rights and privileges under the Contract and may
limit your right to choose someone else to receive benefits. We will not issue a
Contract to a purchaser who has attained age 90, or where the annuitant has
attained age 90.

Annuitant
The annuitant is the living person whose life span is used to determine annuity
payments. You initially designate an annuitant in your application. You may
change the annuitant at any time before annuity payments begin. If your Contract
was issued under a plan qualified under Sections 408 or 408A of the Tax Code,
then you must be the annuitant. You may also designate a Joint Annuitant, who is
a second person on whose life annuity payments depend. Additional restrictions
may apply in the case of qualified plans. If you are not the annuitant and the
annuitant dies before annuity payments begin, then either you become the new
annuitant or you must name another person as the new annuitant. If the Annuitant
dies prior to the Payout Start Date, the new Annuitant will be: the youngest
owner; otherwise the youngest beneficiary. You must attest that the annuitant is
alive in order to annuitize your Contract.

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 are permitted to change the terms of the Contract if it is necessary to
comply with changes in the law. If a provision of the Contract is inconsistent
with state law, we will follow state law.

Assignment
Before the payout start date, if the annuitant is still alive, you may assign a
Contract issued under a non-qualified plan that is not subject to Title 1 of the
Employee Retirement Income Security Act of 1974 ("ERISA"). If a Contract is
issued pursuant to a qualified plan or a non-qualified plan that is subject to
Title 1 of ERISA, the law prohibits some types of assignments, pledges and
transfers and imposes special conditions on others. An assignment may also
result in taxes or tax penalties.

We will not be bound by any assignment until we receive written notice of it.
Accordingly, until we receive written notice of an assignment, we will continue
to act as though the assignment had not occurred. We are not responsible for the
validity of any assignment.

Because of the potential tax consequences and ERISA issues arising from an
assignment, you should consult with an attorney before trying to assign your
contract.

Return Privilege
You may cancel the Contract by returning it to us within 20 days after you
receive it, or within whatever longer period may be permitted by state law. You
may return it by delivering it to your agent or mailing it to us. If you return
the Contract, then the Contract terminates and, in most states, we will pay you
an amount equal to the contract value on the date we receive the Contract from
you. The contract value at that time may be more or less than your purchase
payments.

In some states, if you exercise your "Return Privilege" rights, we are required
to return the amount of your purchase payments. Currently, if you live in one of
those states, on the issue date we will allocate your purchase payment to the
subaccounts and the fixed account options as you specified in your application.
However, we reserve the right in the future to delay allocating your purchase
payments to the subaccounts you have selected or to the fixed account until 20
days after the issue date or, if your state's Return Privilege period is longer
than ten days, for ten days plus the period required by state law. During that
time, we will allocate your purchase payment to the Money Market Subaccount.
Your Contract will contain specific information about your Return Privilege
rights in your state.

Purchases And Contract Value

Purchasing the Contract
You may purchase the Contract with a first purchase payment of $1,200. We will
issue the Contract if the annuitant and contract owner are 90 or younger. The
first payment is the only payment we require you to make under the Contract.
There are no requirements on how much to pay or how many payments to make. You
decide the amount of each payment, except that each additional purchase payment
must be $100 or more. You may add money to your Contract automatically through
the Automatic Payment Plan for as little as $25 per month. We may lower these
minimums if we choose. We may limit the dollar amount of purchase payments we
will accept in the future. We may refuse any purchase payment at any time.

Automatic Payment Plan
You may make scheduled purchase payments of $25 or more per month by automatic
payment through your bank account. Call or write us for an enrollment form.

Allocation Of Purchase Payments
You may allocate your purchase payments to the subaccount(s) and the fixed
account in the proportions that you select. You must specify your allocation in
your Contract application, either as percentages or specific dollar amounts. If
you make your allocation in percentages, the total must equal 100%. We will
allocate your subsequent purchase payments in those percentages, until you give
us new allocation instructions. You may not allocate purchase payments to the
fixed account if it is not available in your state.

You initially may allocate your purchase payments to up to twenty-one options,
counting each subaccount and the fixed account as one option. For this purpose,
we will treat all of your allocations to the fixed account as one option. You
may add or delete subaccounts and/or the fixed account from your allocation
instructions, but we will not execute instructions that would cause you to have
contract value in more than twenty-one options. In the future, we may waive this
limit.

If your application is complete, we will issue your Contract within two business
days of its receipt at our P.O. Box shown on the first page of this prospectus.
If your application for a Contract is incomplete, we will notify you and seek to
complete the application within five business days. For example, if you do not
fill in allocation percentages, we will contact you to obtain the missing
percentages. If we cannot complete your application within five business days
after we receive it, we will return your application and your purchase payment,
unless you expressly permit us to take a longer time.

Usually, we will allocate your initial purchase payment to the subaccounts and
the fixed account, as you have instructed us, on the issue date. We will
allocate your subsequent purchase payments on the date that we receive them at
the next computed accumulation unit value.

We determine the number of accumulation units in each subaccount to allocate to
your Contract by dividing that portion of your purchase payment allocated to a
subaccount by that subaccount's accumulation unit value on the valuation date
when the allocation occurs.

Contract Value
We will establish an account for you and will maintain your account during the
accumulation period. The total value of your Contract at any time is equal to
the sum of the value of your accumulation units in the subaccounts you have
selected, plus the value of your interest in the fixed account.

Separate Account Accumulation Unit Value
As a general matter, the accumulation unit value for each subaccount will rise
or fall to reflect changes in the share price of the portfolio in which the
subaccount invests. In addition, we subtract from accumulation unit value
amounts reflecting the mortality and expense risk charge, administrative expense
charge, and any provision for taxes that have accrued since we last calculated
the accumulation unit value. We determine withdrawal charges, transfer fees and
contract maintenance charges separately for each Contract. They do not affect
accumulation unit value. Instead, we obtain payment of those charges and fees by
redeeming accumulation units.

We determine a separate accumulation unit value for each subaccount. We will
also determine a separate set of accumulation unit values reflecting the cost of
the enhanced benefit riders. If we elect or are required to assess a charge for
taxes, we may calculate a separate accumulation unit value for Contracts issued
in connection with non-qualified and qualified plans, respectively, within each
subaccount. We determine the accumulation unit value for each subaccount Monday
through Friday on each day that the New York Stock Exchange is open for
business.

You should refer to the portfolios' prospectuses which accompany this prospectus
for a description of how the assets of each portfolio are valued, since that
determination has a direct bearing on the accumulation unit value of the
corresponding subaccount and, therefore, your contract value.

Transfer During Accumulation Period
During the accumulation period, you may transfer contract value among the fixed
account and the subaccounts in writing or by telephone/fax. The minimum amount
that may be transferred from the standard fixed account option or the
subaccounts is $100. If the total amount remaining in the standard fixed account
or the subaccounts after a transfer would be less than $100, the entire amount
must be transferred. You may not make a transfer that would result in your
allocating your contract value to more than twenty-one options under the
Contract at one time.

As a general rule, we only accept and process transfers on days when we and the
NYSE are open for business. If we receive your request on one of those days, we
will process the transfer that day.

The Contract permits us to defer transfers from the fixed account for up to six
months from the date you ask us.

You may not transfer contract value into the Dollar Cost Averaging Fixed Account
Option. You may not transfer contract value out of the Dollar Cost Averaging
Fixed Account Option except as part of a Dollar Cost Averaging program.

Transfers Authorized By Telephone
You may make transfers by telephone. The cut off time for telephone transfer
requests is 4:00 p.m. Eastern time. Calls completed before 4:00 p.m. will be
effected on that day at that day's closing price. Calls completed after 4:00
p.m. will be effected on the next day on which we and the NYSE are open for
business, at that day's price.

We may charge you the transfer fee described on page ___ below, although we
currently are waiving it. In addition, we may suspend, modify or terminate the
telephone transfer privilege at any time without notice.

We use procedures that we believe provide reasonable assurance that telephone
authorized 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.

Automatic Dollar Cost Averaging Program
Under our Automatic Dollar Cost Averaging program, you may authorize us to
transfer a fixed dollar amount at fixed intervals from the Dollar Cost Averaging
Fixed Account Option ("DCA Account") or a subaccount of your choosing to up to
eight options, including other subaccounts or the Standard Fixed Account Option.
The interval between transfers from the Dollar Cost Averaging Fixed Account may
be monthly only. The interval between transfers from subaccounts may be monthly,
quarterly, or annually, at your option. The transfers will be made at the
accumulation unit value on the date of the transfer. The transfers will continue
until you instruct us otherwise, or until your chosen source of transfer
payments is exhausted. Currently, the minimum transfer amount is $100 per
transfer. However, if you wish to Dollar Cost Average to a Standard Fixed
Account Option, the minimum amount that must be transferred into any one option
is $500. We may change this minimum or grant exceptions. If you elect this
program, the first transfer will occur one interval after your issue date. You
may not use the Dollar Cost Averaging program to transfer amounts from the
Standard Fixed Account Option.

Your request to participate in this program will be effective when we receive
your completed application at the P.O. Box given on the first page of this
prospectus. Call or write us for a copy of the application. You may elect to
increase, decrease or change the frequency or amount of transfers under a Dollar
Cost Averaging program. We will not charge a transfer fee for Dollar Cost
Averaging.

The theory of dollar cost averaging is that you will purchase greater numbers of
units when the unit prices are relatively low rather than when the prices are
higher. As a result, when purchases are made at fluctuating prices, the average
cost per unit is less than the average of the unit prices on the 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. You may not use Dollar Cost Averaging and
Portfolio Rebalancing at the same time.

Portfolio Rebalancing
Portfolio Rebalancing allows you to maintain the percentage of your contract
value allocated to each subaccount at a pre-set level. For example, you could
specify that 30% of your contract value should be in the XXX Portfolio, 40% in
the YYYY Portfolio and 30% in ZZZ Portfolio. Over time, the variations in each
subaccount's investment results will shift the balance of your contract value
allocations. Under the Portfolio Rebalancing feature, each period, if the
allocations change from your desired percentages, we will automatically transfer
your contract value, including new purchase payments (unless you specify
otherwise), back to the percentages you specify. Portfolio 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.

You may choose to have rebalance made monthly, quarterly, semi-annually, or
annually until your payout start date. Portfolio Rebalancing is not available
after you annuitize. We will not charge a transfer fee for Portfolio
Rebalancing. No more than eight subaccounts can be included in a Portfolio
Rebalancing program at one time. You may not include the fixed account in a
Portfolio Rebalancing program.

You may request Portfolio Rebalancing at any time before your payout start date
by submitting a completed written request to us at the P.O. Box given on the
first page of this prospectus. Please call or write us for a copy of the request
form. If you stop Portfolio Rebalancing, you must wait 30 days to begin again.
In your request, you may specify a date for your first rebalancing. If you
specify a date fewer than 30 days after your issue date, your first rebalance
will be delayed one month. If you request Portfolio Rebalancing in your Contract
application and do not specify a date for your first rebalancing, your first
rebalance will occur one period after the issue date. For example, if you
specify quarterly rebalancing, your first rebalance will occur three months
after your issue date. Otherwise, your first rebalancing will occur one period
after we receive your completed request form. All subsequent rebalancing will
occur at the intervals you have specified on the day of the month that coincides
with the same day of the month as your contract anniversary date.

Generally, you may change the allocation percentages, frequency, or choice of
subaccounts at any time. If your total contract value subject to rebalancing
falls below any minimum value that we may establish, we may prohibit or limit
your use of Portfolio Rebalancing. You may not use Dollar Cost Averaging and
Portfolio Rebalancing at the same time. We may change, terminate, limit, or
suspend Portfolio Rebalancing at any time.

The Investment And Fixed Account Options

Separate Account Investments

The Portfolios
Each of the subaccounts of the separate account invests in the shares of one of
the portfolios. Each portfolio is either an open-end management investment
company registered under the Investment Company Act of 1940 or a separate
investment series of an open-end management investment company. We have briefly
described the portfolios below. You should consult the current prospectuses for
the portfolios for more detailed and complete information concerning the
portfolios. If you do not have a prospectus for a portfolio, contact us and we
will send you a copy. Appendix B contains a description of how advertised
performance data for the subaccounts are computed.

We do not promise that the portfolios will meet their investment objectives.
Amounts you have allocated to subaccounts may grow in value, decline in value,
or grow less than you expect, depending on the investment performance of the
portfolios in which those subaccounts invest. You bear the investment risk that
those portfolios possibly will not meet their investment objectives. You should
carefully review their prospectuses before allocating amounts to the subaccounts
of the separate account.

[Fund information to be provided by subsequent amendment.]

Each portfolio is subject to certain investment restrictions and policies which
may not be changed without the approval of a majority of the shareholders of the
portfolio. See the accompanying Prospectuses of the portfolios for further
information.

We automatically reinvest all dividends and capital gains distributions from the
portfolios in shares of the distributing portfolio at their net asset value. The
income and realized and unrealized gains or losses on the assets of each
subaccount are separate and are credited to or charged against the particular
subaccount without regard to income, gains or losses from any other subaccount
or from any other part of our business. We will use the net purchase payments
you allocate to a subaccount to purchase shares in the corresponding portfolio
and will redeem shares in the portfolios to meet Contract obligations or make
adjustments in reserves. The portfolios are required to redeem their shares at
net asset value and to make payment within seven days.

Some of the portfolios have been established by investment advisers which manage
publicly traded mutual funds having similar names and investment objectives.
While some of the portfolios may be similar to, and may in fact be modeled after
publicly traded mutual funds, you should understand that the portfolios are not
otherwise directly related to any publicly traded mutual fund. Consequently, the
investment performance of publicly traded mutual funds and any similarly named
portfolio may differ substantially.

Certain of the portfolios 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 portfolio.
Although neither we nor any of the portfolios currently foresees any such
disadvantages either to variable life insurance or variable annuity contract
owners, each portfolio's Board of Directors intends to monitor events in order
to identify any material conflicts between variable life and variable annuity
contract owners and to determine what action, if any, should be taken in
response thereto. If a Board of Directors were to conclude that separate
investment funds should be established for variable life and variable annuity
separate accounts, Allstate will bear the attendant expenses.

Voting Rights
As a general matter, you do not have a direct right to vote the shares of the
portfolios held by the subaccounts 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. We will notify you when your
instructions are needed. We will also provide proxy materials or other
information to assist you in understanding the matter at issue. We will
determine the number of shares for which you may give voting instructions as of
the record date set by the relevant portfolio for the shareholder meeting at
which the vote will occur.

As a general rule, before the payout start date, you are the person entitled to
give voting instructions. After the payout start date, the payee is that person.
Retirement plans, however, may have different rules for voting by plan
participants.

If you send us written voting instructions, we will follow your instructions in
voting the portfolio shares attributable to your Contract. If you do not send us
written instructions, we will vote the shares attributable to your Contract in
the same proportions as we vote the shares for which we have received
instructions from other contract owners. We will vote shares that we hold in the
same proportions as we vote the shares for which we have received instructions
from other contract owners.

We may, when required by state insurance regulatory authorities, disregard
contract owner voting instructions if the instructions require that the shares
be voted so as to cause a change in the sub-classification or investment
objective of one or more of the portfolios or to approve or disapprove an
investment advisory contract for one or more of the portfolios.

In addition, we may disregard voting instructions in favor of changes initiated
by contract owners in the investment objectives or the investment adviser of the
portfolios if we reasonably disapprove of the proposed change. We would
disapprove a proposed change only if the proposed change is contrary to state
law or prohibited by state regulatory authorities or we reasonably conclude that
the proposed change would not be consistent with the investment objectives of
the portfolio or would result in the purchase of securities for the portfolio
which vary from the general quality and nature of investments and investment
techniques utilized by the portfolio. 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 to you.

This description reflects our view of currently applicable law. If the law
changes or our interpretation of the law changes, we may decide that we are
permitted to vote the portfolio shares without obtaining instructions from our
contract owners, and we may choose to do so.

Additions, Deletions, And Substitutions Of Securities
If the shares of any of the portfolios are no longer available for investment by
the separate account or if, in the judgment of our Board of Directors, further
investment in the shares of a portfolio is no longer appropriate in view of the
purposes of the Contract, we may add or substitute shares of another portfolio
or mutual fund for portfolio shares already purchased or to be purchased in the
future by purchase payments under the Contract. Any substitution of securities
will comply with the requirements of the 1940 Act.

We also reserve the right to make the following changes in the operation of the
separate account and the subaccounts:

o to operate the separate account in any form permitted by law;

o to take any action necessary to comply with applicable law or obtain and
continue any exemption from applicable laws;

o to transfer assets from one subaccount to another, or from any subaccount
to our general account;

o to add, combine, or remove subaccounts in the separate account; and

o to change the way in which we assess charges, as long as the total charges
do not exceed the maximum amount that may be charged the separate account
and the portfolios in connection with the Contracts.

If we take any of these actions, we will comply with the then applicable legal
requirements.

The Fixed Account

General
You may allocate part or all of your purchase payments to the fixed account in
states where it is available. Amounts allocated to the fixed account become part
of the general assets of Allstate. Allstate invests the assets of the general
account in accordance with applicable laws governing the investments of
insurance company general accounts. The fixed account may not be available in
all states. Please contact us at 1-800-366-1411, Ext. 7500 for current
information.

Standard Fixed Account Option

Money in the Standard Fixed Account will earn interest for the length of the
guarantee period at the current rate in effect at the time of allocation or
transfer to the Standard Fixed Account. We currently offer a one year guarantee
period. Other guarantee periods may be offered in the future. Subsequent renewal
dates will be on anniversaries of the first renewal date.

We will determine the interest rates to be declared in our sole discretion. We
can neither predict nor guarantee what those rates will be in the future.

Dollar Cost Averaging Fixed Account Option

You may also allocate purchase payments to the Dollar Cost Averaging Fixed
Account Option. ("DCA Account"). We will credit interest to purchase payments
allocated to this option for up to one year at the current rate that we declare
when you make the allocation. The effective annual rate will never be less than
3%. You may not transfer funds to this option from the subaccounts or the
Standard Fixed Account Option. We will follow your instructions in transferring
amounts from the DCA Account to the subaccounts or the Standard Fixed Account
Option on a monthly basis only, as described in "Automatic Dollar Cost Averaging
Program" on page ___ of this prospectus.

Annuity Benefits

Payout Start Date
You may select the payout start date, which is the date on which annuity
payments are to begin, in your application.

The payout start date may be no later than latest payout start date which is the
10th anniversary of the Contract's issue date or the annuitant's 90th birthday,
whichever is later. If your Contract was issued pursuant to a qualified plan,
however, the Tax Code generally requires you to begin to take at least a minimum
distribution by the later of:

o the year of your separation from service; or

o April 1 of the calendar year following the calendar year in which you
attain age 70 1/2.

If your Contract is issued pursuant to Section 408 of the Tax Code (traditional
IRAs), you must begin taking minimum distributions by April 1 of the calendar
year following the calendar year in which you reach age 70 1/2. No minimum
distributions are required by the Tax Code for Contracts issued pursuant to
Section 408A (Roth IRAs).

If you are in a qualified plan, we may require you to annuitize by the date
required by the Tax Code, unless you show us that you are meeting the minimum
distribution requirements in some other way.

If you do not select an payout start date, the latest payout start date will
automatically become the payout start date. You may change the payout start date
by writing to us at the address given on the first page of the prospectus at
least 30 days before the current payout start date.

Annuity Options
You may elect an annuity option at any time before the payout start date. As
part of your election, you may choose the length of the applicable guaranteed
payment period within the limits available for your chosen Option. If you do not
select an Annuity Option, then we will pay monthly annuity payments in
accordance with the applicable default option. The default options are:

o Option A with 10 years (120 months) guaranteed, if you have designated only
one annuitant; and

o Option B with 10 years (120 months) guaranteed, if you have designated
joint annuitants.

You may freely change your choice of annuity option, as long as you request the
change at least thirty days before the payout start date.

Three annuity options are generally available under the Contract. Each is
available in the form of:

o a fixed annuity;
o a variable annuity; or
o a combination of both fixed and variable annuity.

The three Annuity Options are:

Option A, Life Annuity With Payments Guaranteed For 5 To 20 Years. We make
periodic payments at least as long as the annuitant lives. If the annuitant
dies before all of the guaranteed payments have been made, then we will pay
the remaining guaranteed payments to the beneficiary.

Option B, Joint And Survivor Annuity, With Payments Guaranteed For 5 To 20
Years. We make periodic payments at least as long as either the annuitant
or the joint annuitant is alive. If both the annuitant and the joint
annuitant die before all of the guaranteed payments have been made, then we
will pay the remaining guaranteed payments to the beneficiary.

Option C, Guaranteed Number of Payments. We make payments for a specified
number of months. 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.

If you purchased your Contract under a retirement plan, you may have a more
limited selection of annuity options to choose from. You should consult your
Plan documents to see what is available.

You may not "annuitize" your Contract for a lump sum payment. Instead, before
the payout start date you may surrender your Contract for a lump sum. As
described in page __ above, however, we will subtract any applicable withdrawal
charge.

Other Options
We may have other Annuity Options available. You may obtain information about
them by writing or calling us.

If your Contract is issued under Sections 408 or 408A of the Tax Code, we will
only make payments to you and/or your spouse.

Annuity Payments: General
On the payout start date, we will apply the annuitized value of your Contract to
the annuity option you have chosen. Your annuity payments may consist of
variable annuity payments or fixed annuity payments or a combination of the two.
We will determine the amount of your annuity payments as described in "Variable
Annuity Payments" and "Fixed Annuity Payments" on pages __ below.

You must notify us in writing at least 30 days before the payout start date how
you wish to allocate your annuitized value between variable annuity and fixed
annuity payments. You must apply at least the contract value in the fixed
account on the payout start date to fixed annuity payments. If you wish to apply
any portion of your fixed account balance to your variable annuity payments,
then you should plan ahead and transfer that amount to the subaccounts prior to
the payout start date. If you do not tell us how to allocate your contract value
among fixed and variable annuity payments, we will apply your contract value in
the separate account to variable annuity payments and your contract value in the
fixed account to fixed annuity payments.

Annuity payments begin on the payout start date.

Annuity payments will be made in monthly, quarterly, semi-annual or annual
installments as you select. 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 $20, and state law permits, then we may pay you a lump sum
instead of the periodic payments you have chosen or reduce the frequency of
payments so that the initial payment will be at least $20.

We may defer for up to 15 days the payment of any amount attributable to a
purchase payment made by check to allow the check reasonable time to clear.

You may not withdraw contract value during the annuity period, if we are making
payments to you under any annuity option involving life contingencies. If you
terminate the income payments being made from the variable account under income
plan 3, you can withdraw the commuted balance of the remaining variable payments
due, subject to withdrawal charges. The commuted balance of the remaining
variable payments will be equal to the net present value of the future stream of
payments using a discount rate of 3% and the annuity unit value next determined
after the receipt of your payment.

Variable Annuity Payments
One basic objective of the Contract is to provide variable annuity payments
which will to some degree respond to changes in the economic environment. The
amount of your variable annuity payments will depend upon the investment results
of the subaccounts you have selected, any premium taxes, the age and sex of the
annuitant, and the annuity option chosen. We guarantee that the payments will
not be affected by (1) actual mortality experience and (2) the amount of our
administration expenses.

We cannot predict the total amount of your variable annuity payments. The
variable annuity payments may be more or less than your total purchase payments
because (a) variable annuity payments vary with the investment results of the
underlying portfolios; and (b) annuitants may die before their actuarial life
expectancy is achieved.

The length of any guaranteed payment period under your selected Annuity Option
will affect the dollar amounts of each variable annuity payment. As a general
rule, longer guarantee periods result in lower periodic payments, all other
things being equal. For example, if a life Annuity Option with no minimum
guaranteed payment period is chosen, then the variable annuity payments will be
greater than variable annuity payments under an Annuity Option for a minimum
specified period and guaranteed thereafter for life.

The investment results of the subaccounts to which you have allocated your
contract value will also affect the amount of your periodic payment. In
calculating the amount of the periodic payments in the annuity tables in the
Contract, we assumed an annual investment rate of 3%. If the actual net
investment return is less than the assumed investment rate, then the dollar
amount of the variable annuity payments will decrease. The dollar amount of the
variable annuity payments will stay level if the net investment return equals
the assumed investment rate and the dollar amount of the variable annuity
payments will increase if the net investment return exceeds the assumed
investment rate. You should consult the SAI for more detailed information as to
how we determine variable annuity payments.

Fixed Annuity Payments
You may choose to apply a portion of your annuitized value to provide fixed
annuity payments. We determine the fixed annuity payment amount by applying the
applicable annuitized value to the annuity option you have selected.

As a general rule, subsequent fixed annuity payments will be equal in amount to
the initial payment. However, as described in "Transfers During the Annuity
Period" below, after the payout start date, you will have a limited ability to
increase the amount of your fixed annuity payments by making transfers from the
subaccounts.

We may defer making fixed annuity payments for a period of up to six months or
whatever shorter time state law may require. During the deferral period, we
credit interest at a rate at least as high as state law requires.

Transfers During The Annuity Period
During the annuity period, you will have a limited ability to make transfers
among the subaccounts so as to change the relative weighting of the subaccounts
on which your variable annuity payments will be based. In addition, you will
have a limited ability to make transfers from the subaccounts to increase the
proportion of your annuity payments consisting of fixed annuity payments. You
may not, however, convert any portion of your right to receive fixed annuity
payments into variable annuity payments.

You may not make any transfers for the first six months after the payout start
date. Thereafter, you may make transfers among the subaccounts, but these
transfers must be at least six months apart. You can make transfers from the
subaccount to increase your fixed annuity payments only if you have chosen
income plan 3. You may not, however, convert any portion of your right to
receive fixed annuity payments into variable annuity payments.

Death Benefit During Annuity Period
After annuity payments begin, upon the death of the annuitant and any joint
annuitant, we will make any remaining annuity payments to the beneficiary. The
amount and number of these annuity payments will depend on the annuity option in
effect at the time of the annuitant's death. After the annuitant's death, any
remaining interest will be distributed at least as rapidly as under the method
of distribution in effect at the annuitant's death.

Certain Employee Benefit Plans
In some states, the Contracts offered by this prospectus contain life annuity
tables that provide for different benefit payments to men and women of the same
age. In certain employment-related situations, however, the U.S. Supreme Court's
decision in Arizona Governing Committee V. Norris requires employers to use the
same annuity 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 under Norris.

Other Contract Benefits

Death Benefit
We will pay a distribution on death, if:
(1) the Contract is in force;
(2) annuity payments have not begun; and
(3) either:
(a) the Owner dies; or
(b) if the Contract is owned by a company or other legal entity, the annuitant
dies.

Currently, we will pay a distribution on death equal in amount to the Death
Benefit or Enhanced Death Benefit, as appropriate. Under the Contract, however,
we have the right to pay a distribution equal in amount to the surrender value
unless:

1. the beneficiary chooses to receive the Death Benefit in a lump sum within
180 days of the date of death; and

2. the beneficiary requests that the Death Benefit be paid as of the date we
receive the completed claim for a distribution on death.

We currently are waiving this 180 day limitation, but we may enforce it in the
future. If we do, we will calculate the distribution as of the earlier of the
requested distribution date or the fifth anniversary of the date of death.

We determine the Death Benefit as of the date we receive all of the information
we need to process the Death Benefit claim. The standard Death Benefit under the
Contract is the greatest of the following:

1. the total purchase payments, less a withdrawal adjustment for any prior
partial withdrawals;

2. the contract value on the date that we calculate the death benefit;

3. the contract value on the seventh contract anniversary and each subsequent
contract anniversary evenly divisible by seven, increased by the total
purchase payments since that anniversary and reduced by a withdrawal
adjustment for any partial withdrawals since that anniversary.

The withdrawal adjustment for the Death Benefit will equal (a) divided by (b),
with the result multiplied by (c), where:

(a) = the withdrawal amount;

(b) = the contract value immediately before the withdrawal; and

A claim for a distribution on death must be submitted before the payout start
date. As part of the claim, the beneficiary must provide "Due Proof of Death".
We will accept the following documentation as due proof of death:

o a certified original copy of the Death Certificate;
o a certified copy of a court decree as to the finding of death; or
o a written statement of a medical doctor who attended the deceased at the
time of death.

In addition, in our discretion we may accept other types of proof.

We will pay the death benefit in a lump sum within seven days of receiving a
completed claim for a distribution on death, unless the beneficiary selects one
of the other alternatives described below.

If the beneficiary is a natural person, the beneficiary may choose from the
following alternative ways of receiving the distribution:

o the beneficiary may receive the distribution as a lump sum payment;

o the beneficiary may apply the distribution to receive a series of equal
periodic payments over the life of the beneficiary, over a fixed period no
longer than the beneficiary's life expectancy, or over the life of the
beneficiary with payments guaranteed for a period not to exceed the life
expectancy of the beneficiary (the payments must begin within one year of
the date of death); or

o if there is only one beneficiary, he or she may defer payment for up to
five years from the date of death. Any remaining funds must be distributed
at the end of the five-year period. An annuitant is necessary for this
option. If prior to your death you were the annuitant, the beneficiary will
become the new annuitant.

If your spouse is the beneficiary, he or she may choose to continue the Contract
as the new contract owner. If your spouse chooses to continue the Contract, the
following conditions apply:

(1) On the day the Contract is continued, we will set the contract value equal
to the death benefit or Enhanced Death Benefit, as appropriate, calculated
as of the date on which we receive all of the information we need to
process your spouse's request to continue the Contract after your death.
Because the Death Benefit and Enhanced Death Benefit can never be less than
the then current contract value, our resetting the Contract will not cause
the contract value to decrease. During the continuation period, however,
the contract value will continue to increase or decrease to reflect the
investment performance of the subaccounts, interest credited to the fixed
account, and charges and expenses under the Contract, as described in this
prospectus.

(2) Within one year of the date of death, your spouse may withdraw one lump sum
without paying any withdrawal charge;

(3) During the continuation period, currently we will pay a distribution on
death equal to the Death Benefit or the Enhanced Death Benefit, as
appropriate, determined as of the date on which we receive due proof of
your spouse's death. As described above, we also reserve the right to pay a
distribution equal in amount to the surrender value as of the date on which
we receive due proof of death. The standard Death Benefit payable upon your
spouse's death will be calculated using the formula described above. Thus,
the amount of the distribution on death may increase or decrease during the
continuation period, depending on changes in the contract value and other
Contract transactions during the continuation period.

(4) If before your death you were the annuitant, then your surviving spouse
becomes the annuitant.

(5) If you selected the Enhanced Death Benefit Rider or the Enhanced Death and
Income Benefit Rider, that rider will continue during the continuation
period. Your spouse will be treated as the contract owner under the
applicable Rider.

Your surviving spouse may also select one of the options listed above.

If the beneficiary is a company or other legal entity, then the beneficiary must
receive the death benefit in a lump sum, and the options listed above are not
available.

Different rules may apply to Contracts issued in connection with qualified
plans.

Enhanced Death Benefit Rider
When you purchase your Contract, you may select the Enhanced Death Benefit
Rider. If you are not an individual, then the Enhanced Death Benefit applies
only to the annuitant's death. If you select this rider, then the Death Benefit
will be the greater of the value provided in your Contract or the Enhanced Death
Benefit. The Enhanced Death Benefit will be the greater of the Enhanced Death
Benefit A and Enhanced Death Benefit B. As described below, we will charge a
higher mortality and expense risk charge if you select this Rider.

Enhanced Death Benefit A
At issue, Enhanced Death Benefit A is equal to the initial purchase payment.
After issue, Enhanced Death Benefit A is adjusted whenever you pay a purchase
payment or make a withdrawal and on each contract anniversary as follows:

o When you make a purchase payment, we will increase Enhanced Death
Benefit A by the amount of the purchase payment;
o When you make a withdrawal, we will decrease Enhanced Death Benefit A by
a withdrawal adjustment, as described below; and
o On each contract anniversary, we will set Enhanced Death Benefit A equal
to the greater of the contract value on that contract anniversary or the
most recently calculated Death Benefit A.

If you do not pay any additional purchase payments or make any withdrawals, then
Enhanced Death Benefit A will equal the highest of the contract value on the
issue date and all contract anniversaries prior to the date we calculate the
death benefit.

We will continuously adjust Enhanced Death Benefit A as described above until
the oldest contract owner's 85th birthday or, if the contract owner is not a
living individual, the annuitant's 85th birthday. Thereafter, we will adjust
Enhanced Death Benefit A only for purchase payments and withdrawals.

Enhanced Death Benefit B
Enhanced Death Benefit B is equal to (a) your total purchase payments, (b)
reduced by any withdrawal adjustments and (c) accumulated daily at an effective
annual rate of 5% per year, until:

(1) the date we determine the death benefit, or

(2) the first day of the month following the oldest owner's or, if the owner is
not a living individual, the annuitant's 85th birthday. Enhanced Death
Benefit B will never be greater than the maximum death benefit allowed by
any nonforfeiture laws which govern the Contract.

The withdrawal adjustment for both Enhanced Death Benefit A and Enhanced Death
Benefit B will equal (a) divided by (b), with the result multiplied by (c),
where:

(a) = the withdrawal amount;

(b) = the contract value immediately before the withdrawal; and

Enhanced Death And Income Benefit Rider
You may choose the Enhanced Death and Income Benefit Rider. This rider provides
the same Enhanced Death Benefit as the Enhanced Death Benefit Rider. In
addition, this Rider may enable you to receive higher annuity payments in
certain circumstances. As described below, we will charge a higher mortality and
expense risk charge if you select this Rider.

The Enhanced Income Benefit is equal to the value of the Enhanced Death Benefit
on the payout start date. To be eligible for the Enhanced Income Benefit, you
must select an payout start date that is on or after the tenth contract
anniversary, but before the annuitant's age 90. If the Enhanced Income Benefit
is greater than the annuitized value on the payout start date, you may apply the
Enhanced Income Benefit to an annuity option that provides for payments
guaranteed for either a single or joint lives with a period certain of (a) at
least 10 years, if the youngest annuitant's age is 80 or less on the payout
start date; or (b) at least 5 years, if the youngest annuitant's age is greater
than 80 on the payout start date. If you wish to select a different annuity
option, you must apply the annuitized value and not the Enhanced Income Benefit.

Beneficiary
You name the beneficiary. You may name a beneficiary in the application. You may
change the beneficiary or add additional beneficiaries at any time before the
payout start date. We will provide a form to be signed and filed with us.

Your changes in beneficiary take effect when we receive them, effective as of
the date you signed the form. Until we receive your change instructions, we are
entitled to rely on your most recent instructions in our files. We are not
liable for making a payment to a beneficiary shown in our files or treating that
person in any other respect as the beneficiary. Accordingly, if you wish to
change your beneficiary, you should deliver your instructions to us promptly.

If you did not name a beneficiary or if the named beneficiary is no longer
living, the beneficiary will be:

o your spouse if he or she is still alive; 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 you name more than one beneficiary, 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
shares to the beneficiaries. If one of the beneficiaries dies before you, we
will divide the death benefit among the surviving beneficiaries.

Different rules may apply to Contracts issued in connection with qualified
plans.

Withdrawals (Redemptions)
Except as explained below, you may redeem a Contract for all or a portion of its
contract value before the payout start date. We may impose a withdrawal charge,
which would reduce the amount paid to you upon redemption. The withdrawal
charges are described on page __ below.

In general, you must withdraw at least $50 at a time. You may also withdraw a
lesser amount if you are withdrawing your entire interest in a subaccount. If
your request for a partial withdrawal would reduce the contract value to less
than $500, then we may treat it as a request for a withdrawal of your entire
contract value, as described in "Minimum Contract Value" on page __. Your
Contract will terminate if you withdraw all of your contract value.

We may be required to withhold 20% of withdrawals and distributions from
Contracts issued in connection with certain qualified plans, as described on
page __ below. Withdrawals also may be subject to a 10% penalty tax, as
described on page __ below.

To make a withdrawal, you must send us a written withdrawal request or
systematic withdrawal program enrollment form. You may obtain the required forms
from us at the address and phone number given on the first page of this
prospectus. We will not honor your request unless the required form includes
your Tax I.D. Number (Social Security Number) and provides instructions
regarding withholding of income taxes.

For partial withdrawals, you may allocate the amount among the subaccounts and
the fixed account. If we do not receive allocation instructions from you, we
will allocate the partial withdrawal proportionately among the subaccounts and
the fixed account in the same proportions as you are currently invested. If you
have contract value in the Standard Fixed Account Option that is allocated
entirely to guarantee periods of the same length, we will subtract the partial
withdrawal first from the most recently created guarantee period. If your
contract value in the Standard Fixed Account Option is allocated to guarantee
periods of different lengths, you must either provide us with allocation
instructions, or we will allocate the withdrawal proportionately. You may not
make a partial withdrawal from the fixed account in an amount greater than the
total amount of the partial withdrawal multiplied by the ratio of the value of
the fixed account to the contract value immediately before the partial
withdrawal.

If you request a total withdrawal, the surrender value will equal the contract
value minus any applicable withdrawal charge. We also will deduct a contract
maintenance charge of $35, unless we have waived the contract maintenance charge
on your Contract as described on page __ below. We determine the surrender value
based on the contract value next computed after we receive a properly completed
surrender request.

We will usually pay the surrender value within seven days after the day we
receive a completed request form. However, we may suspend the right of
withdrawal from the separate account or delay payment for withdrawals for more
than seven days in the following circumstances:

1. whenever the New York Stock Exchange ("NYSE") is closed (other than
customary weekend and holiday closings);

2. when trading on the NYSE is restricted or an emergency exists, as
determined by the SEC, so that disposal of the separate account's
investments or determination of accumulation unit values is not reasonably
practicable; or

3. at any other time permitted by the SEC for your protection.

In addition, we may delay payment of the surrender value in the fixed account
for up to 6 months or a shorter period if required by law. If we delay payment
from the fixed account for more than 30 days, we will pay interest as required
by applicable law.

The limitations on withdrawals do not affect transfers between certain qualified
plans. Additional restrictions and limitations may apply to distributions from
any qualified plan. Tax penalties may also apply. You should seek tax advice
regarding any withdrawals or distributions from qualified plans.

Substantially Equal Periodic Payments
In general, earnings on annuities are taxable as ordinary income upon
withdrawal. As described on page 35 below, a 10% tax penalty is imposed on
certain "premature" payments under annuity contracts. The tax penalty applies to
any payment received before age 59 1/2, to the extent it is includable in income
and is not subject to an exception. The Tax Reform Act of 1986 clarified an
exception to this tax penalty. This exception is known as "substantially equal
periodic payments."

Generally, under this exception you may take "substantially equal periodic
payments" before age 59 1/2 without incurring the tax penalty. These "payments"
are withdrawals, as opposed to an annuitization of the Contract. Accordingly,
you may need to pay a withdrawal charge.

To qualify for this exception, the payments must meet the following
requirements:

(1) The payments must continue to the later of age 59 1/2 or for five years.

(2) Payments must be established under one of the approved methods detailed by
the IRS in IRS Notice 89-25.

(3) You must have separated from service, if you purchased your Contract under
a qualified retirement plan or tax sheltered annuity.

If you modify the payment stream in any way, except for reason of death or
disability, you will lose the exception. Modification includes changing the
amount or timing of the payments, or making additional purchase payments. Any
subsequent periodic payment will be subject to the penalty tax, unless it
qualifies for a different exception. In addition, in the year of the
modification, you will be required to pay the penalty tax (plus interest) that
you would have been required to pay on the earlier payments if this exception
had not applied.

Systematic Withdrawal Program
If your Contract was issued in connection with a non-qualified plan or IRA, you
may participate in our Systematic Withdrawal Program. You must complete an
enrollment form and send it to us. You must complete the withholding election
section of the enrollment form before the systematic withdrawals will begin. You
may choose withdrawal payments of a flat dollar amount, or a percentage of
purchase payments. You may choose to receive systematic withdrawal payments on a
monthly, quarterly, semi-annual, or annual basis. Systematic withdrawals will be
deducted from your subaccount and fixed account balances, excluding the Dollar
Cost Averaging Fixed Account, on a pro rata basis.

Depending on fluctuations in the net asset value of the subaccounts and the
value of the fixed account, systematic withdrawals may reduce or even exhaust
the contract value. The minimum amount of each systematic withdrawal is $50.

We will make systematic withdrawal payments to you or your designated payee. We
may modify or suspend the Systematic Withdrawal Program and charge a processing
fee for the service. If we modify or suspend the Systematic Withdrawal Program,
existing systematic withdrawal payments will not be affected.

ERISA Plans
A married participant may need spousal consent to receive a distribution from a
Contract issued in connection with a qualified plan or a non-qualified plan
covered by to Title 1 of ERISA. You should consult an adviser.

Minimum Contract Value
If as a result of withdrawals your contract value would be less than $500 and
you have not made any purchase payments during the previous three full calendar
years, we may terminate your Contract and distribute its surrender value to you.
Before we do this, we will give you 60 days notice. We will not terminate your
Contract on this ground if the contract value has fallen below $500 due to
either a decline in accumulation unit value or the imposition of fees and
charges. In addition, in some states we are not permitted to terminate Contracts
on this ground. Different rules may apply to Contracts issued in connection with
qualified plans.

Contract Charges

We assess charges under the Contract in three ways:

1. as deductions from contract value for contract maintenance charges and, if
applicable, for premium taxes;

2. as charges against the assets of the separate account for administrative
expenses or for the assumption of mortality and expense risks; and

3. as withdrawal charges (contingent deferred sales charges) subtracted from
withdrawal and surrender payments.

In addition, certain deductions are made from the assets of the portfolios for
investment management fees and expenses. Those fees and expenses are summarized
in the Fee Tables on pages _________, and described more fully in the
Prospectuses and SAI for the portfolios.

Mortality And Expense Risk Charge
We deduct a mortality and expense risk charge from your Contract's value in each
subaccount during each valuation period. The mortality and expense risk charge
is equal, on an annual basis, to 1.15% of the average net asset value of each
subaccount. The mortality risks arise from our contractual obligations:

(1) to make annuity payments after the payout start date for the life of the
annuitant(s);

(2) to waive the withdrawal charge upon your death; and

(3) to provide the Death Benefit prior to the payout start date. A detailed
explanation of the Death Benefit may be found beginning on page __ above.

The expense risk is that it may cost us more to administer the Contracts and the
separate account than we receive from the contract maintenance charge and the
administrative expense charge. We guarantee the mortality and expense risk
charge and we cannot increase it. We assess the mortality and expense risk
charge during both the accumulation period and the annuity period.

If you select the Enhanced Death Benefit Rider, your mortality and expense risk
charge will be 1.35% of average net asset value of each subaccount. If you
select the Enhanced Death and Income Benefit Rider, your mortality and expense
risk charge will be 1.55% of average daily net asset value of each subaccount.
We charge a higher mortality and expense risk charge for the Riders to
compensate us for the additional risk that we accept by providing the Riders. We
will calculate a separate accumulation unit value for the base Contract, and for
Contracts with each type of Rider, in order to reflect the difference in the
mortality and expense risk charges.

Administrative Charges

Contract Maintenance Charge
We charge an annual contract maintenance charge of $35 on your Contract. The
amount of this charge is guaranteed not to increase. This charge reimburses us
for our expenses incurred in maintaining your Contract.

Before the payout start date, we will subtract the annual contract maintenance
charge from the Money Market subaccount. If the Money Market subaccount has
insufficient funds, then we will subtract the contract maintenance charge in
equal parts from the other subaccounts in the proportion that your value in each
bears to your total value in all subaccounts, excluding the money market
subaccount.

We will waive this charge if you pay more than $50,000 in purchase payments or
if you allocate all of your contract value to the fixed account. If you
surrender your Contract, then we will deduct the full $35 charge as of the date
of surrender, unless your Contract qualifies for a waiver.

After the payout start date, we will subtract this charge in equal parts from
each of your annuity payments. We will waive this charge if on the payout start
date your contract value is $50,000 or more or if all of your annuity payments
are fixed annuity payments.

Administrative Expense Charge
We deduct an administrative expense charge from each subaccount during each
valuation period. This charge is equal, on an annual basis, to 0.10% of the
average net asset value of the subaccounts. This charge is designed to
compensate us for the cost of administering the Contracts and the separate
account. The administrative expense charge is assessed during both the
accumulation period and the annuity period.

Transfer Fee
We currently are waiving the transfer fee. The Contract permits us to charge you
up to $10 per transfer for each transfer after the 12th in any contract year. We
will notify you if we begin to charge this fee. We will not charge a transfer
fee on transfers that are part of a Dollar Cost Averaging or Portfolio
Rebalancing program.

The transfer fee will be deducted from contract value that remains in the
subaccount(s) or fixed account from which the transfer was made. If that amount
is insufficient to pay the transfer fee, we will deduct the fee from the
transferred amount.

Sales Charges

Withdrawal Charge
We may charge a withdrawal charge, which is a contingent deferred sales charge,
upon certain withdrawals. No withdrawal charge is applied in the following
situations:

o on annuitization;

o the payment of a death benefit;

o a free withdrawal amount, as described on page __ below;

o withdrawals taken to satisfy IRS minimum distribution rules.

We will never waive or eliminate a withdrawal charge where such waiver or
elimination would be unfairly discriminatory to any person or where it is
prohibited by state law.

As a general rule, the withdrawal charge equals a percentage of purchase
payments withdrawn that are: (a) less than seven years old; and (b) not eligible
for a free withdrawal. The applicable percentage depends on how many years ago
you made the purchase payment being withdrawn, as shown in this chart:

Payment Withdrawal Charge
Year Percentage
------- -----------------

First and Second....................... 7%
Third and Fourth....................... 6%
Fifth.................................. 5%
Sixth.................................. 4%
Seventh................................ 3%
Eighth and later....................... 0%

We subtract the withdrawal charge from the contract value remaining after your
withdrawal. As a result, the decrease in your contract value will be greater
than the withdrawal amount requested and paid.

For purposes of determining the withdrawal charge, the contract value is deemed
to be withdrawn in the following order:

First Earnings -- the current contract value minus all purchase payments
that have not previously been withdrawn;

Second "Old Purchase Payments" -- Purchase payments received by us more than
seven years before the date of withdrawal that have not been previously
withdrawn;

Third Any additional amounts available as a "Free Withdrawal," as described
below;

Fourth "New Purchase Payments" -- Purchase payments received by us less than
seven years before the date of withdrawal. These payments are deemed to
be withdrawn on a first-in, first-out basis.

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

Withdrawals may also be subject to tax penalties or income tax. Additional
restrictions may apply to Contracts held in qualified plans. We outline the tax
requirements applicable to withdrawals on pages ____ below. You should consult
your own tax counsel or other tax advisers regarding any withdrawals.

Free Withdrawal
Withdrawals of the following amounts are never subject to the withdrawal charge:

o In any contract year, the greater of: (a) earnings that have not previously
been withdrawn; or (b) 15 percent of new purchase payments; and

o Any old purchase payments that have not been previously withdrawn. However,
even if you do not owe a withdrawal charge on a particular withdrawal, you
may still owe taxes or penalty taxes. The tax treatment of withdrawals is
summarized on pages ____ below.

Any free withdrawal amount which is not withdrawn during a contract year may not
be carried over to increase the free withdrawal amount available in a subsequent
year.

Waiver Benefits

General
If approved in your state, we will offer the three waiver benefits described
below. In general, if you qualify for one of these benefits, we will permit you
to make one or more partial or full withdrawals without paying any otherwise
applicable withdrawal charge. While we have summarized those benefits here, you
should consult your Contract for the precise terms of the waiver benefits.

Some qualified plans may not permit you to utilize these benefits. Also, even if
you do not need to pay our withdrawal charge because of these benefits, 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.

Confinement Waiver Benefit
Under this benefit, we will waive the withdrawal charge on all withdrawals under
your Contract if the following conditions are satisfied:

1. Any contract owner or the annuitant, if the Contract is owned by a company
or other legal entity, is confined to a long term care facility or a
hospital for at least 90 consecutive days. The insured must enter the long
term care facility or hospital at least 30 days after the issue date;

2. You request the withdrawal no later than 90 days following the end of the
Insured's stay at the long term care facility or hospital. You must provide
written proof of the stay with your withdrawal request; and

3. A physician must have prescribed the stay and the stay must be medically
necessary.

You may not claim this benefit if the physician prescribing the insured's stay
in a long term care facility is the insured or a member of the insured's
immediate family.

Terminal Illness Waiver Benefit
Under this benefit, we will waive any withdrawal charge on all withdrawals under
your Contract if, at least 30 days after the issue date, you or the annuitant
are diagnosed with a terminal illness. We may require confirmation of the
diagnosis as provided in the Contract.

Unemployment Waiver Benefit
Under this benefit, we will waive any withdrawal charge on one partial or full
withdrawal from your Contract, if you meet the following requirements:

1. you become unemployed at least 10 days after the issue date;

2. you receive unemployment compensation for at least 30 days as a result of
that unemployment; and

3. you claim this benefit within 180 days of your initial receipt of
unemployment compensation.

You may exercise this benefit once before the payout start date.

Premium Taxes
We will charge premium taxes or other state or local taxes against the contract
value, including contract value that results from amounts transferred from
existing policies (Section 1035 exchange) issued by us or other insurance
companies. Some states assess premium taxes when purchase payments are made;
others assess premium taxes when annuity payments begin. We will deduct any
applicable premium taxes upon full surrender, death, or annuitization. Premium
taxes generally range from 0% to 3.5%.

Deduction For Separate Account Income Taxes
We are not currently maintaining a provision for taxes. In the future, however,
we may establish a provision for taxes if we determine, in our sole discretion,
that we will incur a tax as a result of the operation of the separate account.
We will deduct for any taxes we incur as a result of the operation of the
separate account, whether or not we previously made a provision for taxes and
whether or not it was sufficient. Our status under the Tax Code is briefly
described in the SAI.

Other Expenses
You indirectly bear the charges and expenses of the portfolios whose shares are
held by the subaccounts to which you allocate your contract value. For a summary
of current estimates of those charges and expenses, see pages ____ above. For
more detailed information about those charges and expenses, please refer to the
prospectuses for the appropriate portfolios. We may receive compensation from
the investment advisers or administrators of the portfolios in connection with
administrative service and cost savings experienced by the investment advisers
or administrators.

Tax Matters

Introduction

The following discussion is general and is not intended as tax advice. Only
Federal income tax issues are addressed. 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 of 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 separate account are "adequately diversified"
according to Treasury Department regulations, and
(3) Allstate is considered the owner of the separate 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. Any increase in the value of such contracts is
taxed as ordinary income received or accrued by the owner during the taxable
year. Please see the SAI 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 separate account must be "adequately diversified" consistent
with standards under Treasury Department regulations. If the investments in the
separate 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 portfolios or their investments, we expect the portfolios to meet the
diversification requirements.

Ownership Treatment
The IRS has stated that you will be considered the owner of separate 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 separate account investments may cause an investor to be
treated as the owner of the separate 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 this 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 options. Also, you may be able to transfer
among investment options more frequently than in such rulings. These differences
could result in you being treated as the owner of the separate account. If this
occurs, income and gain from the separate account assets would be includable 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 separate account. However, we make no
guarantee that such modification to the Contract will be successful.

Taxation Of Partial And Full Withdrawals
If you make a partial withdrawal under a non-qualified Contract, amounts
received are taxable to the extent the contract value, without regard to
surrender charges, exceeds the investment in the Contract. The investment in the
Contract is the gross premium paid for the Contract minus any amounts previously
received from the Contract if such amounts were properly excluded from your
gross income. If you make a partial withdrawal under a qualified Contract, the
portion of the payment that bears the same ratio to the total payment that the
investment in the contract (i.e., nondeductible IRA contributions, after tax
contributions to qualified plans) bears to the contract value, is excluded from
your income. If you make a full withdrawal under a non-qualified Contract or a
qualified Contract, the amount received will be taxable only to the extent it
exceeds the investment in the contract.

"Nonqualified distributions" from Roth IRAs are treated as made from
contributions first and are included in gross income only to the extent that
distributions exceed contributions. "Qualified distributions" from Roth IRAs are
not included in gross income. "Qualified distributions" are any distributions
made more than five taxable years after the taxable year of the first
contribution to any Roth IRA and which are: o made on or after the date the
individual attains age 59 1/2, o made to a beneficiary after the owner's death,
o attributable to the 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 nonqualified 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 an 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 annuity option, the amounts are taxed in the same
manner as an annuity payment. Unlike some other assets, a holder's basis
for an annuity is not increased or decreased to the fair market value of
the Contract on the date of death. Please see the SAI 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 nonqualified 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 owner attains age 59 1/2;

(2) made as a result of the owner's death or disability;

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

(4) made under an immediate annuity; or

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

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

Aggregation Of Annuity Contracts
All non-qualified deferred annuity contracts issued by Allstate (or its
affiliates) to the same 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 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.

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 another qualified plan or IRA. 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 either non-qualified or qualified Contracts that are not
eligible rollover distributions unless you notify us of your election to not
have taxes withheld.

Description Of Allstate Life Insurance Company And The Separate Account

Allstate Life Insurance Company

Allstate is highly rated by independent agencies, including A.M. Best, Moody's,
and Standard & Poor's. These ratings reflect our financial soundness and strong
operating performance, and are not intended to reflect the financial strength or
investment experience of the separate account. We may from time to time
advertise these ratings in our sales literature.

Financial Statements Of Allstate
The Company's consolidated financial statements and notes thereto are included
in the SAI. You should consider those financial statements only as bearing on
Allstate's ability to meet its obligations under the Policy. They do not relate
to the investment performance of the assets held in the separate account. The
financial statements for the separate account are set forth in the SAI.

Separate Account
Allstate Financial Advisors Separate Account I was originally established in
1999, as a segregated asset account of Allstate. The separate account meets the
definition of a "separate account" under the Federal securities laws and is
registered with the SEC as a unit investment trust under the Investment Company
Act of 1940. The SEC does not supervise the management of the separate account
or Allstate.

We own the assets of the separate account, but we hold them separate from our
other assets. To the extent that these assets are attributable to the contract
value of the Contracts offered by this prospectus, these assets are not
chargeable with liabilities arising out of any other business we may conduct.
Income, gains, and losses, whether or not realized, from assets allocated to the
separate account are credited to or charged against the separate account without
regard to our other income, gains, or losses. Our obligations arising under the
Contracts are general corporate obligations of Allstate.

The separate account is divided into subaccounts. The assets of each subaccount
are invested in the shares of one of the portfolios. We do not guarantee the
investment performance of the separate account, its subaccounts or the
portfolios. Values allocated to the separate account and the amount of variable
annuity payments will rise and fall with the values of shares of the portfolios
and are also reduced by Contract charges. We may also use the separate account
to fund our other annuity contracts. We will account separately for each type of
annuity contract funded by the separate account.

We have included additional information about the separate account in the SAI.
You may obtain a copy of the SAI by writing to us or calling us at
1-800-366-1411, ext. 7500. We have reproduced the Table of Contents of the SAI
on page __ below.

Administration

We have primary responsibility for all administration of the Contracts and the
separate account. Our mailing address is P.O. Box 94057, Palatine, IL 60094.

We provide the following administrative services, among others: issuance of the
Contracts; maintenance of contract owner records; contract owner services;
calculation of unit values; maintenance of the separate account; and preparation
of contract owner reports.

We will send you Contract statements and transaction confirmations at least
quarterly. 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.

Market Timing And Asset Allocation Services

Certain third parties offer market timing and asset allocation services in
connection with the Contracts. In certain situations, we will honor transfer
instructions from third party market timing and asset allocation services if
they comply with our administrative systems, rules and procedures, which we may
modify at any time. Please Note that fees and charges assessed for third party
market timing and asset allocation services are separate and distinct from the
Contract fees and charges set forth herein. We neither recommend nor discourage
the use of market timing and asset allocation services.

Distribution Of Contracts

The Contracts described in this prospectus are sold by registered
representatives of broker-dealers who are our licensed insurance agents, either
individually or through an incorporated insurance agency. Commissions paid to
broker-dealers may vary, but we estimate that the total commissions paid on all
Contract sales will not exceed 6% of all purchase payments (on a present value
basis). From time to time, we may offer additional sales incentives of up to 1%
of purchase payments to broker-dealers who maintain certain sales volume levels.

Allstate Life Financial Services ("ALFS") located at 3100 Sanders Road,
Northbrook, IL 60062-7154 serves as distributor of the Contracts. ALFS, an
affiliate of Allstate, is a wholly owned subsidiary of Allstate Life Insurance
Company. ALFS is a registered broker dealer under the Securities and Exchange
Act of 1934, as amended, and is a member of the National Association of
Securities Dealers, Inc.

Allstate does not pay ALFS a commission for distribution of the Contracts. The
underwriting agreement with ALFS provides that we will reimburse ALFS for
expenses incurred in distributing the Contracts, including liability arising out
of services we provide on the Contracts.

Legal Proceedings

There are no pending legal proceedings affecting the separate account. Allstate
and its subsidiaries are engaged in routine lawsuits which, in our management's
judgment, are not of material importance to their respective total assets or
material with respect to the separate account.

Legal Matters

All matters of Illinois law pertaining to the Contract, including the validity
of the Contract and our right to issue the Contract under Illinois law, have
been passed upon by Michael J. Velotta, Vice President, Secretary and General
Counsel. Legal matters relating to the Federal securities laws in connection
with the Contracts described in this prospectus are being passed upon by the law
firm of Sutherland Asbill & Brennan LLP, Washington, D.C.

Experts

The consolidated financial statements of Allstate Life Insurance Company and
subsidiary as of December 31, 1998 and 1997, and for each of the three years in
the period ended December 31, 1998, included in the SAI have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report appearing
herein, and are included in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.

Registration Statement

We have filed a registration statement with the SEC, under the Securities Act of
1933 as amended, with respect to the Contracts offered by this prospectus. This
prospectus does not contain all the information set forth in the registration
statement and the exhibits filed as part of the registration statement. You
should refer to the registration statement and the exhibits for further
information concerning the separate account, Allstate, and the Contracts. The
descriptions in this prospectus of the Contracts and other legal instruments are
summaries. You should refer to those instruments as filed for the precise terms
of those instruments. You may inspect and obtain copies of the registration
statement as described on the cover page of this prospectus.

<PAGE>

Table Of Contents Of Statement Of
Additional Information

The Contract................................................ S-
Annuity Payments........................................ S-
Initial Monthly Annuity Payment......................... S-
Subsequent Monthly Payments............................. S-
Transfers After Payout start date....................... S-
Annuity Unit Value...................................... S-
Illustrative Example of Variable Annuity Payments....... S-
Additional Federal Income Tax Information................... S-
Introduction............................................ S-
Taxation of Allstate Life Insurance Company............. S-
Exceptions to the Non-natural Owner Rule................ S-
IRS Required Distribution at Death Rules................ S-
Qualified Plans......................................... S-
Types of Qualified Plans................................ S-
Separate Account Performance................................ S-
Experts..................................................... S-
Financial Statements........................................ S-

<PAGE>

Statement Of Additional Information

Flexible Premium Individual Deferred Variable Annuity Contracts
Issued Through
Allstate Financial Advisors Separate Account I
Offered By
Allstate Life Insurance Company

This Statement of Additional Information is not a prospectus. You should also
read the prospectus relating to the annuity contracts described above.

You may obtain a copy of the prospectus without charge by calling us at
1-800-366-1411, Ext. 7500 or writing to us at the following address:

Allstate Life Insurance Company
3100 Sanders Road
Northbrook, Illinois 60062

P.O. Box 94057
Palatine, IL 60094-9700

The date of this Statement of Additional Information
and of the related Prospectus is: ____, 1999.

<PAGE>

Table Of Contents

Page
-----
The Contract......................................
Annuity Payments................................
Initial Monthly Annuity Payments................
Subsequent Monthly Payments.....................
Transfers After Annuity Date....................
Annuity Unit Value..............................
Illustrative Example Of Variable Annuity
Payments......................................
Additional Federal Income Tax Information.........
Introduction....................................
Taxation Of Allstate Life
Insurance Company.............................
Exceptions To The Non-Natural Owner Rule........
IRS Required Distribution At Death Rules........
Qualified Plans.................................
Types Of Qualified Plans........................
Separate Account Performance......................
Experts...........................................
Financial Statements..............................

<PAGE>

The Contract

Annuity Payments

The amount of your annuity payments will depend on the following factors:

(a) the amount of your contract value on the valuation date next preceding the
annuity date, minus any applicable premium tax charge;

(b) the payment option you have selected;

(d) the age and, in some cases, the sex of the annuitant and any joint
annuitant; and

(e) for variable annuity payments only, the investment performance after the
annuity date of the subaccounts you have selected.

Initial Monthly Annuity Payment

For both fixed and variable annuity payments, we determine the amount of your
initial annuity payment as follows. First, we subtract any applicable premium
tax charge from your contract value on the valuation date next preceding the
Annuity Date. Next, we apply that amount to the Payment Option you have
selected. For Fixed Annuity payments, we will use either the Payment Option
Tables in the Contract or our annuity tables in effect for single premium
immediate annuities at the time of the calculation, whichever table is more
favorable to the payee. For Variable Annuity payments, we will use the Payment
Options tables in the Contract (which reflect the assumed investment rate of
3.5% which is used in calculating subsequent Variable Annuity payments, as
described below). The tables show the amount of the periodic payment a payee
could receive based on $1,000 of Contract Value. To determine the initial
payment amount, we divide your Contract Value, adjusted as described above, by
$1,000 and multiply the result by the relevant annuity factor for the
Annuitant's age and sex (if we are permitted to consider that factor) and the
frequency of the payments you have selected.

In some states and under certain Qualified Plans and other employer-sponsored
employee benefit plans, we are not permitted to take the Annuitant's sex into
consideration in determining the amount of periodic annuity payments.
In those states, we use the same annuity table for men and women.

Subsequent Monthly Payments

For a Fixed Annuity, the amount of the second and each subsequent monthly
annuity payment is usually the same as the first monthly payment. However, after
the Annuity Date you will have a limited ability to increase your Fixed Annuity
payments by making transfers from the Subaccounts, as described in "Transferred
after the Annuity Date" on page 3 below. After each such transfer, however, your
subsequent annuity payments will remain at the new level until and unless you
make an additional transfer to your Fixed Annuity payments.

For a Variable Annuity, the amount of the second and each subsequent monthly
payment will vary depending on the investment performance of the Subaccounts to
which you allocated your Contract Value. We calculate separately the portion of
the monthly annuity payment attributable to each Subaccount you have selected as
follows. When we calculate your initial annuity payment, we also will determine
the number of Annuity Units in each Subaccount to allocate to your Contract for
the remainder of the Annuity Period. For each Subaccount, we divide the portion
of the initial annuity payment attributable to that Subaccount by the Annuity
Unit Value for that Subaccount on the Valuation Date next preceding the Annuity
Date. The number of Annuity Units so determined for your Contract is fixed for
the duration of the Annuity Period. We will determine the amount of each
subsequent monthly payment attributable to each Subaccount by multiplying the
number of Annuity Units allocated to your Contract by the Annuity Unit Value for
that Subaccount as of the Valuation Period next preceding the date on which the
annuity payment is due. Since the number of Annuity Units is fixed, the amount
of each subsequent Variable Annuity payment will reflect the investment
performance of the Subaccounts elected by you.

Transfers After The Annuity Date

The Contract provides that during the Annuity Period, you may make transfers
among the Subaccounts or increase the proportion of your annuity payments
consisting of Fixed Annuity payments. We will effect a transfer among the
Subaccounts at their Annuity Unit Value next determined after we receive your
instructions. After the transfer, your subsequent Variable Annuity payments will
be based on your new Annuity Unit balances. If you wish to transfer value from
the Subaccounts to increase your Fixed Annuity payments, we will determine the
amount of your additional Fixed Annuity payments as follows. First, we will
determine the Annuitized Value represented by the Annuity Units that you wish to
apply to a Fixed Annuity payment. Then, we will apply that amount to the
appropriate factor for the Payment Option you have selected, using either the
Payment Option Tables in the Contract or our annuity tables for single premium
immediate annuities at the time of the calculation, whichever table is more
favorable to the payee.

Annuity Unit Value

We determine the value of an Annuity Unit independently for each Subaccount.
Initially, the Annuity Unit Value for each Subaccount was set at $100.00.

The Annuity Unit Value for each Subaccount will vary depending on how much the
actual net investment return of the Subaccount differs from the assumed
investment rate that was used to prepare the annuity tables in the Contract.
Those annuity tables are based on a 3.5% per year assumed investment rate. If
the actual net investment rate of a Subaccount exceeds 3.5%, the Annuity Unit
Value will increase and Variable Annuity payments derived from allocations to
that Subaccount will increase over time. Conversely, if the actual rate is less
than 3.5%, the Annuity Unit Value will decrease and the Variable Annuity
payments will decrease over time. If the net investment rate equals 3.5%, the
Annuity Unit Value will stay the same, as will the Variable Annuity payments. If
we had used a higher assumed investment rate, the initial monthly payment would
be higher, but the actual net investment rate would also have to be higher in
order for annuity payments to increase (or not to decrease).

For each Subaccount, we determine the Annuity Unit Value for any Valuation
Period by multiplying the Annuity Unit Value for the immediately preceding
Valuation Period by the Net Investment Factor for the current Valuation Period.
The result is then divided by a second factor which offsets the effect of the
assumed net investment rate of 3.5% per year.

The Net Investment Factor measures the net investment performance of a
Subaccount from one Valuation Date to the next. The Net Investment Factor may be
greater or less than or equal to one; therefore, the value of an Annuity Unit
may increase, decrease or remain the same.

To determine the Net Investment Factor for a Subaccount for a Valuation Period,
we divide (a) by (b), and then subtract (c) from the result, where:

(a) is the total of:

(1) the net asset value of a Portfolio share held in the Subaccount
determined as of the Valuation Date at the end of the Valuation
Period; plus

(2) the per share amount of any dividend or other distribution declared by
the Portfolio for which the "ex-dividend" date occurs during the
Valuation Period; plus or minus

(3) a per share credit or charge for any taxes which we paid or for which
we reserved during the Valuation Period and which we determine to be
attributable to the operation of the Subaccount. As described in the
prospectus, currently we do not pay or reserve for Federal income
taxes;

(b) is the net asset value of the Portfolio share determined as of the
Valuation Date at the end of the preceding Valuation Period; and

Illustrative Example Of Annuity Unit Value Calculation

Assume that one share of a given Subaccount's underlying Portfolio had a net
asset value of $11.46 as of the close of the New York Stock Exchange ("NYSE") on
a Tuesday; that its net asset value had been $11.44 at the close of the NYSE on
Monday, the day before; and that no dividends or other distributions on that
share had been made during the intervening Valuation Period. The Net Investment
Factor for the Valuation Period ending on Tuesday's close of the NYSE is
calculated as follows:

Net Investment Factor = ($11.46/$11.44) - 0.0000384 = 1.0017140

The amount subtracted from the ratio of the two net asset values (0.0000343) is
the daily equivalent of the annual asset-based expense charges against the
Subaccount of 1.25%.

In the example given above, if the Annuity Unit value for the Subaccount was
$101.03523 on Monday, the Annuity Unit Value on Tuesday would have been:

$101.03523 X 1.0017140 = $101.19886
1.0000943

Illustrative Example Of Variable Annuity Payments

Assume that a male Contract owner, P, owns a Contract in connection with which P
has allocated all of his contract value to a single subaccount. P is also the
sole annuitant. At age 60, P chooses to annuitize his Contract under Option B,
Life and 10 Years Certain. As of the last valuation date preceding the annuity
date, P's account was credited with 7543.2456 accumulation units each having a
value of $15.432655. Accordingly, P's account value at that date is equal to
7543.2456 X $15.432655 = $116,412.31. There are no premium tax charges payable
upon annuitization. Assume also that the annuity unit value for the subaccount
at that same date is $132.56932, and that the Annuity Unit Value on the
Valuation Date immediately prior to the second annuity payment date is
$133.27695.

P's first Variable Annuity payment is determined from the annuity rate tables in
P's Contract, using the information assumed above. The tables supply monthly
annuity payments for each $1,000 of applied Contract Value. Accordingly, P's
first Variable Annuity payment is determined by multiplying the monthly
installment of $5.44 by the result of dividing P's Account Value by $1,000:

First Payment = $5.44 X ($116,412.31/$1,000) = $633.28

The number of P's Annuity Units is also determined at this time. It is equal to
the amount of the first Variable Annuity payment divided by the value of an
Annuity Unit at the Valuation Date immediately prior to annuitization:

Annuity Units = $633.28 divided by $132.56932 = 4.77697

P's second Variable Annuity payment is determined by multiplying the number of
Annuity Units by the Annuity Unit value as of the Valuation Date immediately
prior to the second payment due date:

Second Payment = 4.77697 X $133.27695 = $636.66

P's third and subsequent Variable Annuity payments are computed in the same
manner.

The amount of the first variable annuity payment depends on the contract value
in the relevant subaccount on the annuity date. Thus, it reflects the investment
performance of the subaccount net of fees and charges during the accumulation
period. The amount of the first variable annuity payment determines the number
of annuity units allocated to P's Contract for the annuity period. That number
will remain constant throughout the annuity period, unless the Contract owner
makes a transfer. The amount of the second and subsequent variable annuity
payments depends on changes in the annuity unit value, which will continuously
reflect changes in the net investment performance of the subaccount during the
annuity period.

Additional Federal Income Tax Information

Introduction

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 the
individual circumstances of each person. If you are concerned about any tax
consequences with regard to your individual circumstances, you should consult a
competent tax adviser.

Taxation Of Allstate Life Insurance Company

Allstate is taxed as a life insurance company under Part I of Subchapter L of
the Internal Revenue Code. The Separate Account is not an entity separate from
Allstate, and its operations form a part of the Company. As a consequence, the
Separate Account will not be taxed separately as a "Regulated Investment
Company" under Subchapter M of the Code. Investment income and realized capital
gains of the Separate Account are automatically applied to increase reserves
under the contract. Under current Federal tax law, Allstate believes that the
Separate 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. Generally, reserves are amounts that Allstate is legally required to
accumulate and maintain in order to meet future obligations under the Contracts.
Allstate does not anticipate that it will incur any Federal income tax liability
attributable to the Separate Account. Therefore, we do not intend to make
provisions for any such taxes. If we are taxed on investment income or capital
gains of the Separate Account, then we may impose a charge against the Separate
Account in order to make provision for such taxes.

Exceptions To The Non-Natural Owner Rule

Generally, Contracts held by a non-natural owner are not treated as annuity
contracts for Federal income tax purposes, unless one of several exceptions
applies. Contracts will generally be treated as held by a natural person if the
nominal owner is a trust or other entity that holds the Contract for the benefit
of a natural person. However, this special exception will not apply in the case
of an employer who is the nominal owner of a Contract under a non-qualified
deferred compensation arrangement for 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 date of 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

To qualify as an annuity contract for Federal income tax purposes, a
nonqualified Contract must provide:

(1) if any owner dies on or after the annuity 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 owner dies prior to the annuity start date, the entire interest in
the Contract must be distributed within five years after the date of the
owner's death.

The five year requirement is satisfied if:

(1) any portion of the owner's interest which is payable to 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

(2) the distributions begin within one year of the owner's death.

If the owner's designated beneficiary is a surviving spouse, the Contract may be
continued with the surviving spouse as the new owner. If the owner of the
Contract is a non-natural person, the annuitant is treated as the 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 is treated as the
death of the owner.

Qualified Plans

This Contract may be used with several types of Qualified Plans. The tax rules
applicable to participants in Qualified Plans vary according to the type of Plan
and the terms and conditions of the Plan. Qualified Plan participants, and
owners, annuitants and beneficiaries under the Contract may be subject to the
terms and conditions of the Qualified Plan regardless of the terms of the
Contract.

Types Of Qualified Plans

IRAs: Section 408 of the Code permits eligible individuals to contribute to an
individual retirement plan known as an IRA. IRAs 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 IRA. An IRA generally may not
provide life insurance, but it may provide a Death Benefit that equals the
greater of the premiums paid or the Contract value. The Contract provides a
Death Benefit that in certain situations, may exceed the greater of the payments
or the contract value. If the IRS treats the Death Benefit as violating the
prohibition on investment in life insurance contracts, the Contract would not
qualify as an IRA.

Roth IRAs: Section 408A of the Code permits eligible individuals to make
nondeductible contributions to an individual retirement plan known as a Roth
IRA. Roth IRAs are subject to limitations on the amount that can be contributed.
In certain instances, distributions from Roth IRAs are excluded from gross
income. Subject to certain limits, a traditional Individual Retirement Account
or Annuity may be converted or "rolled over" to a Roth IRA. The taxable portion
of a conversion or rollover distribution is included in gross income, but is
exempt 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' IRAs if certain criteria are met. Under these plans the employer may,
within limits, make deductible contributions on behalf of the employees to their
individual retirement annuities. Employers intending to use the contract in
connection with such plans should seek competent advice.

Savings Incentive Match Plans For Employees (SIMPLE Plans): Sections 408(p) and
401(k) of the Tax 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 Tax 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 Contracts for
them. Subject to certain limitations, a Section 403(b) plan allows an employer
to exclude the purchase payments from the employees' gross income. A Contract
used for a Section 403(b) plan must provide that distributions

<PAGE>

attributable to salary reduction contributions made after 12/31/88, and all
earnings on salary reduction contributions, may be made only on or after:

o the date the employee attains age 59 1/2,
o separates from service,
o dies,
o becomes disabled, or
o 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 Tax Code permit corporate employers to establish various types
of tax favored retirement plans for employees. The Tax Code permits
self-employed individuals to establish tax favored retirement plans for
themselves and their employees. Such retirement plans may permit the purchase of
Contracts 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 income taxes. The employees must be participants in an eligible
deferred compensation plan. Employees with Contracts under the plan are
considered general creditors of the employer. The employer, as owner of the
Contract, has the sole right to the proceeds of the Contract. Generally, under
the non-natural owner rules, 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 included in the employees' gross income
until distributed from the plan. However, all compensation deferred under a 457
plan must remain the sole property of the employer. As property of the employer,
the assets of the plan are subject only to the claims of the employer's general
creditors, until such time as the assets become available to the employee or a
beneficiary.

Separate Account Performance

Performance data for the various Subaccounts are computed in the manner
described below.

Money Market Subaccount

The current yield is the annual yield on the XXXXX Money Market Subaccount
assuming no reinvestment of dividends and excluding all realized or unrealized
capital gains. We compute current yield by first determining the base period
return on a hypothetical Contract having a balance of one accumulation unit at
the beginning of a 7 day period using the formula:

Base Period Return = (EV-SV)/(SV)

where:

SV = value of one accumulation unit at the start of a 7 day period
EV = value of one accumulation unit at the end of the 7 day period

We determine the value of the accumulation unit at the end of the period (EV)
by:

(1) adding, to the value of the Unit at the beginning of the period (SV), the
investment income from the underlying XXXXX Money Market Portfolio
attributed to the Unit over the period; and

(2) subtracting, from the result, the sum of:

(a) the portion of the annual Mortality and Expense Risk and
Administrative Expense Charges allocable to the 7 day period (obtained
by multiplying the annually-based charges by the fraction 7/365); and

(b) a prorated portion of the annual contract maintenance charge of $35
per Contract. The contract maintenance charge is allocated among the
Subaccounts in proportion to the total Contract Values similarly
allocated. The charge is further reduced, for purposes of the yield
computation, by multiplying it by the ratio that the value of the
hypothetical Contract bears to the value of an account of average size
for Contracts funded by the XXXXX Money Market Subaccount. The Charge
is then multiplied by the fraction 7/365 to arrive at the portion
attributable to the 7 day period.

The current yield is then obtained by annualizing the Base Period Return:

Current Yield = (Base Period Return) X (365/7)

The XXXXX Money Market Subaccount also quotes an "effective yield". Effective
yield differs from current yield in that effective yield takes into account the
effect of dividend reinvestment. The effective yield, like the current yield, is
derived from the Base Period Return over a 7 day period. However, the effective
yield accounts for the reinvestment of dividends in the XXXXX Money Market
Portfolio by compounding the current yield according to the formula:

Effective Yield = [(Base Period Return + 1)to the power of 365/7 - 1].

Net investment income for yield quotation purposes will not include either
realized capital gains and losses or unrealized appreciation and depreciation,
whether reinvested or not. The yield quotations also do not reflect any impact
of premium tax charges, transfer fees, or Withdrawal Charges.

The yields quoted do not represent the yield of the XXXXX Money Market
Subaccount in the future, because the yield is not fixed. Actual yields will
differ depending on the type, quality and maturities of the investments held by
the XXXXX Money Market Portfolio and changes in interest rates on those
investments. In addition, your yield also will be affected by factors specific
to your Contract. For example, if your account is smaller than average, your
yield will be lower, because the fixed dollar expense charges will affect the
yield on small accounts more than they will affect the yield on larger accounts.

Yield information may be useful in reviewing the performance of the XXXXX Money
Market Subaccount and for providing a basis for comparison with other investment
alternatives. However, the XXXXX Money Market Subaccount's yield may vary on a
daily basis, unlike bank deposits or other investments that typically pay a
fixed yield for a stated period of time.

The XXXXX Money Market Portfolio's yield for the seven-day period ended December
31, 1998 was ___% and the effective yield for the same seven day period was
____%.

Other Subaccounts

We compute the performance of the other Subaccounts in terms of an annualized
"yield" and/or as "total return".

Yield

Yield will be expressed as an annualized percentage based on the Subaccount's
performance over a stated 30-day (or one month) period. The annualized yield
figures will reflect all recurring Contract charges and will not reflect
withdrawal charges, transfer fees or premium tax charges. To arrive at the yield
percentage over the 30-day (or one month) period, the net income per
accumulation unit of the subaccount during the period is divided by the value of
an accumulation unit as of the end of the period. The yield figure is then
annualized by assuming monthly compounding of the 30-day (or one month) figure
over a six-month period and then doubling the result.

The formula used in computing the yield figure is:

Yield = 2 X ( ((a-b) + 1)to the power of 6 - 1)
cd
where:

a = net investment income earned during the period by the underlying
portfolio attributable to its shares held in the subaccount;

b = expenses accrued for the period (net of reimbursements);

c = average daily number of accumulation units outstanding during the period;
and

d = the net asset value of an accumulation unit on the last day of the
period.

These yield figures reflect all recurring Contract charges, as described in the
explanation of the yield computation for the XXXXX Money Market Subaccount. Like
the XXXXX Money Market Subaccount's yield figures, the yield figures for the
other subaccounts are based on past performance and should not be taken as
predictive of future results.

Standardized Total Return

Standardized total return for a subaccount represents a single computed annual
rate of return that, when compounded annually over a specified time period (one,
five, and ten years, or since inception) and applied to a hypothetical initial
investment in a Contract funded by that subaccount made at the beginning of the
period, will produce the same contract value at the end of the period that the
hypothetical investment would have produced over the same period. The
standardized total rate of return (T) is computed so that it satisfies the
following formula:

P(1+T)to the power of n = ERV

where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years

ERV = ending redeemable value of a hypothetical $1,000 payment
made at the beginning of the one, five, or ten year period as
of the end of the period (or fractional portion thereof).

The standardized total return figures reflect the effect of both non-recurring
and recurring charges, as discussed herein. Recurring charges are taken into
account in a manner similar to that used for the yield computations for the
XXXXX Money Market Subaccount, described above. The applicable Withdrawal Charge
(if any) is deducted as of the end of the period, to reflect the effect of the
assumed complete redemption. The effect of the contract maintenance charge on
your account usually will differ from that assumed in the computation, due to
differences between most actual allocations and the assumed one, as well as
differences due to varying account sizes. Accordingly, your total return on an
investment in the Subaccount over the same time periods usually would have
differed from those produced by the computation. As with the XXXXX Money Market
and other Subaccount yield figures, standardized total return figures are based
on historical data and are not intended to be a projection of future
performance.

Non-Standardized Total Return

Non-standardized total return for a Subaccount represents a single computed
annual rate of return that, when compounded annually over a specified time
period (one, five, and ten years, or since inception) and applied to a
hypothetical initial investment in a Contract funded by that Subaccount made at
the beginning of the period, will produce the same Contract Value at the end of
the period that the hypothetical investment would have produced over the same
period. The total rate of return (T) is computed so that it satisfies the
formula:

P(1+T)to the power of n = ERV

where:

P = a hypothetical initial payment of $30,000
T = average annual total return
n = number of years

ERV = ending redeemable value of a hypothetical $30,000 payment
made at the beginning of the one, five, or ten year period as
of the end of the period (or fractional portion thereof).

Our non-standardized total return differs standardized total return in that in
calculating non-standardized total return, we assumed an initial hypothetical
investment of $30,000. We chose $30,000, because it is closer to the average
Purchase Payment of a Contract that we expect to write. For standardized total
return, we used an initial hypothetical investment of $1,000, as required by SEC
regulations. The non-standardized total return figures reflect the effect of
recurring charges, as discussed herein. Because the impact of the contract
maintenance charge on your account will usually differ from that assumed in the
computation, due to differences between most actual allocations and the assumed
one, as well as differences due to varying account sizes, your total return on
an investment in the Subaccount over the same time periods usually would have
differed from those produced by the computation. As with the standardized total
return figures, non-standardized total return figures are based on historical
data and are not intended to be a projection of future performance.

Time Periods Before The Date The Separate Account Commenced Operations

The Separate Account may also disclose yield and non-standardized total return
for time periods before the Separate Account commenced operations. This
performance data is based on the actual performance of the Portfolios since
their inception, adjusted to reflect the effect of the recurring Contract
charges at the rates currently charged against the Subaccounts.

Tables Of Total Return Quotations

The following tables include average annual non-standardized total return for
various periods as of December 31, 1998.

Non-Standardized Adjusted Historic Portfolio Total Return As Of
December 31, 1998
Assuming Contract Not Surrendered
<TABLE>
<CAPTION>

Average Annual Total Return3
- ----------------------- ---------------- ---------------- --------------- ----------------- ----------------
<S> <C> <C> <C> <C> <C>
Portfolio Inception Date2 1 Year (%) 5 Year (%) 10 Year (%) Since
Inception (%)
- ----------------------- ---------------- ---------------- --------------- ----------------- ----------------

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

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

1 An investment in Money Market is neither insured nor guaranteed by the U.S.
Government and there can be no assurance that Money Market will maintain a
stable $1.00 share price. The Money Market Fund does not advertise total return.

2 The separate account was established on approximately ______, 1999.
Nonstandardized performance data for the periods after the inception of Contract
sales will reflect the actual performance of the Contracts.

3 Total return includes changes in share price, reinvestment of dividends, and
capital gains. The performance figures:

(1) represent past performance and neither guarantee nor predict future
investment results;

(2) assume an initial hypothetical investment of $30,000, since this is closer
to the average purchase payment of a contract expected to be written, rather
than the $1,000 required by the SEC for the standardized returns shown in the
table on pages ____; and

(3) reflect the deduction of 1.25% annual asset charges and a $35 annual
contract maintenance charge, but do not reflect the applicable contingent
deferred sales charge. The impact of the contract maintenance charge on
investment returns will vary depending on the size of the Contract. The
investment return and value of a Contract will fluctuate so that a Contract,
when surrendered, may be worth more or less than the amount of the purchase
payments.

4 Total returns reflect that the investment adviser waived all or part of its
fee or reimbursed the portfolio for a portion of its expenses. Otherwise, total
returns would have been lower.

Non-Standardized Adjusted Historic Portfolio Total Return As Of December 31,
1998 Assuming Contract Is Surrendered
<TABLE>
<CAPTION>

Cumulative Total Return
- ----------------------- ------------- ------------------- -------------------------------------------------
Calendar Year Return3
- ----------------------- ------------- ------------------- -------------------------------------------------
<S> <C> <C> <C> <C> <C>
Portfolio Inception Since Inception 1996 (%) 1997 (%) 1998 (%)
Date2 (%)3
- ----------------------- ------------- ------------------- --------------- ----------------- ---------------

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

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

3 Total return includes changes in share price, reinvestment of dividends, and
capital gains. The performance figures:

(1) represent past performance and neither guarantee nor predict future
investment results;

4 Total returns reflect that the investment adviser waived all or part of its
fee or reimbursed the portfolio for a portion of its expenses. Otherwise, total
returns would have been lower.

Experts

The financial statements of Allstate Financial Advisors Separate Account I are
not available since as of December 31, 1998, the separate account had not
commenced operations.

Financial Statements

The financial statements of Allstate, which are included in this SAI, should be
considered only as bearing on the ability of Allstate to meet its obligation
under the Contract. They should not be considered as bearing on the investment
performance of the assets held in the variable account.

- --------
<PAGE>
Part C

Other Information

24A. Financial Statements

Allstate Life Insurance Company Financial Statements and Financial Schedule (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 Financial Advisors Separate
Account I 2/

(2) Not Applicable

(3) Underwriting Agreement 3/

(4) Form of Contract and Certificate Amendments 2/

(5) Form of Application for a Contract2/

(6)(a) Articles of Incorporation of Allstate Life Insurance Company 1/

(b) By-laws of Allstate Life Insurance Company 1/

(7) Not applicable

(8) Participation Agreement 3/

(9) Opinion of Michael J. Velotta, Vice President, Secretary and General
Counsel of Allstate Life Insurance Company 3/

(10)(a) Consent of Accountants 3/

(b) Consent of Attorneys 3/

(11) Not applicable

(12) Not applicable

(13) Performance Data Calculations 3/

(14) Not applicable

(15) Powers of Attorney

1/ Incorporated herein by reference to Depositor's Form N-4 Registration
Statement filed with the SEC via EDGARLINK on February 9, 1999 (File No.
333-72017, 811-09227).
2/ Filed herewith.
3/ To be filed by pre-effective 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>
Louis G. Lower, II Chairman of the Board of Directors
and Chief Executive Officer
Thomas J. Wilson, II Director and President
Michael J. Velotta Director, Vice President, Secretary
and General Counsel
Marla G. Friedman Director and Vice President
Robert W. Gary Director
Peter H. Heckman Director and Vice President
Phillip E. Lawson Director
Edward M. Liddy Director
John C. Lounds Director and Vice President
Robert W. Pike Director
Timothy H. Plohg Director and Vice President
Kevin R. Slawin Director and Vice President
Casey J. Sylla Director and Chief Investment Officer
Charles F. Thalheimer Director and Vice President
B. Eugene Wraith Director and Assistant Vice President
Karen C. Gardner Vice President
Thomas A. McAvity, Jr. Vice President
Mary J. McGinn Vice President and Assistant Secretary
James P. Zils Treasurer
Keith A. Hauschildt Assistant Vice President and Controller
C. Nelson Strom Assistant Vice President and
Corporate Actuary
Patricia W. Wilson Assistant Vice President,
Assistant Secretary
and Assistant Treasurer
Richard L. Baker Assistant Vice President
D. Steven Boger Assistant Vice President
Sarah R. Donahue Assistant Vice President
Douglas F. Gaer Assistant Vice President
John R. Hunter Assistant Vice President
Kimberly A. Johnson Assistant Vice President
Ronald Johnson Assistant Vice President
Robert Park Assistant Vice President
Barry S. Paul Assistant Vice President
Robert E. Rich Assistant Vice President
Robert N. Roeters Assistant Vice President
Leonard G. Sherman 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
Laura R. Zimmerman Assistant Vice President
Joanne M. Derrig Assistant Secretary and Chief
Compliance Officer
Emma M. Kalaidjian Assistant Secretary
Paul N. Kierig Assistant Secretary
Brenda D. Sneed Assistant Secretary and Assistant
General Counsel
Nancy M. Bufalino Assistant Treasurer

</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 (March 26, 1999).

27. Number Of Contract Owners

Registrant intends to begin operations shortly after the effective date of this
Registration Statement. As of the date hereof there are no contract owners.

28. Indemnification

The by-laws of Allstate Life Insurance Company (Depositor) provide for the
indemnification of its Directors, Officers and Controlling Persons, against
expenses, judgements, 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

To be filed by amendment.

29B. Principal Underwriter

Name and Principal Business Positions and Offices
Address of Each Such Person with Underwriter

To be filed by amendment.

29C. Compensation Of Principal Underwriter

To be filed by amendment.

30. Location Of Accounts And Records

The Depositor, Allstate Life Insurance Company, is located at 3100 Sanders Road,
Northbrook, Illinois 60062.

The Distributor, _______________, is located at _______________________________.

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 or
similar written communication affixed to or included in the Prospectus that the
applicant can remove to send 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.

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 Insurance Company ("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 Financial Advisors Separate Account I, 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 3rd day of May , 1999.

Allstate Financial Advisors
Separate Account I
(Registrant)

By: Allstate Life Insurance Company
(Depositor)
(SEAL)

Attest: /s/Brenda D. Sneed By: /s/Michael J. Velotta
------------------ ---------------------
Brenda D. Sneed Michael J. Velotta
Assistant Secretary and Vice President, Secretary and
Assistant General Counsel 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 3rd day of May, 1999.

*/LOUIS G. LOWER, II Chairman of the Board and Director
____________________ (Principal Executive Officer)
Louis G. Lower, II

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

*/THOMAS J. WILSON, II President and Director
____________________ (Principal Operating Officer)
Thomas J. Wilson, II

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

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

*/KEITH A. HAUSCHILDT Assistant Vice President and Controller
____________________ (Principal Accounting Officer)
Keith A. Hauschildt

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

*/PETER H. HECKMAN Vice President and Director
- --------------------
Peter H. Heckman

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

*/TIMOTHY H. PLOHG Vice President and Director
- --------------------
Timothy H. Plohg

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

<PAGE>

Exhibit Index

(1) Resolution of the Board of Directors of Allstate Life Insurance Company
authorizing establishment of the Allstate Financial Advisors Separate
Account I

(4) Form of Contract and Certificate Amendments

(15) Powers of Attorney

ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I

RESOLVED, that the Corporation, pursuant to the provisions of Section 245.21 of
the Illinois Insurance Code, hereby establishes a separate account designated
Allstate Financial Advisors Separate Account I (hereafter the "Separate
Account") for the following use and purposes, and subject to such conditions as
hereinafter set forth.

FURTHER RESOLVED, that the Separate Account shall be established for the purpose
of providing for the issuance by the Corporation of such variable annuity or
such other contracts ("Contracts") as the President or designated representative
may designate for such purpose and shall constitute a separate account into
which are allocated amounts paid to or held by the Corporation under such
Contracts.

FURTHER RESOLVED, that the income, gains and losses, whether or not realized,
from assets allocated to the Separate Account shall, in accordance with the
Contracts, be credited to or charged against such account without regard to
other income, gains, or losses of the Corporation.

FURTHER RESOLVED, that the fundamental investment policy of the Separate Account
shall be to invest or reinvest the assets of the Separate Account in securities
issued by an investment company or investment companies registered under the
Investment Company Act of 1940, as amended, as the President or designated
representative may designate pursuant to the provisions of the Contracts.

FURTHER RESOLVED, that multiple subaccount divisions be, and hereby are,
established within the Separate Account to which net payments under the
Contracts will be allocated in accordance with instructions received from
contractholders, and that the President or designated representative be, and
hereby is, authorized to increase or decrease the number of investment divisions
in the Separate Account as deemed necessary or appropriate.

FURTHER RESOLVED, that the President and Treasurer be, and they hereby are,
authorized to deposit such amount in the Separate Account or in each investment
division thereof as may be necessary or appropriate to facilitate the
commencement of the Separate Account's operations.

FURTHER RESOLVED, that the President of the Corporation or designated
representative be, and hereby is, authorized to change the designation of the
Separate Account to such other designation as the President or designated
representative may deem necessary or appropriate.

FURTHER RESOLVED, that the appropriate officers of the Corporation, with such
assistance from the Corporation's auditors, legal counsel and independent
consultants or others as they may require, be, and they hereby are, authorized
and directed to take all action necessary to: (a) register the Separate Account
as a unit investment trust under the Investment Company Act of 1940, as amended;
(b) register the Contracts in such amounts, which may be an indefinite amount,
as the officers of the Corporation shall from time to time deem appropriate
under the Securities Act of 1933; and (c) take all other actions which are
necessary in connection with the offering of said Contracts for sale and the
operation of the Separate Account in order to comply with the Investment Company
Act of 1940, the Securities Exchange Act of 1934, the Securities Act of 1933,
and other applicable federal laws, including the filing of any amendments to
registration statements, any undertakings, and any applications for exemptions
from the Investment Company Act of 1940 or other applicable federal laws as the
officers of the Corporation shall deem necessary or appropriate.

FURTHER RESOLVED, that the President and the General Counsel, and either of them
with full power to act without the other, hereby are authorized and empowered to
prepare, execute and cause to be filed with the Securities and Exchange
Commission on behalf of the Separate Account and by the Corporation as sponsor
and depositor, a Form of Notification of Registration on Form N-8A, a
Registration Statement registering the Separate Account as an investment company
under the Investment Company Act of 1940, and a Registration Statement under the
Securities Act of 1933.

FURTHER RESOLVED, that the appropriate officers of the Corporation be, and they
hereby are, authorized on behalf of the Separate Account and on behalf of the
Corporation to take any and all action that they may deem necessary or advisable
in order to sell the Contracts, including any registrations, filings and
qualifications of the Corporation, its officers, agents and employees, and the
Contracts under the insurance and securities laws of any of the states of the
United States of America or other jurisdictions, and in connection therewith, to
prepare, execute, deliver and file all such applications, reports, covenants,
resolutions, applications for exemptions, consents to service of process and
other papers and instruments as may be required under such laws, and to take any
and all further action which said officers of the Corporation may deem necessary
or desirable (including entering into whatever agreements and contracts may be
necessary) in order to maintain such registrations or qualifications for as long
as said officers deem them to be in the best interests of the Separate Account
and the Corporation.

<PAGE>

FURTHER RESOLVED, that the General Counsel for the Corporation or designated
representative be, and hereby is, authorized in the names and on behalf of the
Separate Account and the Corporation to execute and file irrevocable written
consents on the part of the Separate Account and of the Corporation to be used
in such states wherein such consents to service of process may be requisite
under the insurance or securities laws therein in connection with said
registration or qualification of Contracts and to appoint the appropriate state
official, or such other person as may be allowed by said insurance or securities
laws, agent of the Separate Account and of the Corporation for the purpose of
receiving and accepting process.

FURTHER RESOLVED, that the President of the Corporation or designated
representative be, and hereby is, authorized to establish criteria by which the
Corporation shall institute procedures to provide for a pass-through of voting
rights to the owners of such Contracts as required by the applicable laws with
respect to securities owned by the Separate Account.

FURTHER RESOLVED, that the President of the Corporation or designated
representative is hereby authorized to execute such agreement or agreements on
such terms and subject to such modifications as deemed necessary or appropriate
(i) with a qualified entity that will be appointed principal underwriter and
distributor for the Contracts and (ii) with one or more qualified banks or other
qualified entities to provide administrative and/or custodial services in
connection with the establishment and maintenance of the Separate Account and
the design, issuance, and administration of the Contracts.

FURTHER RESOLVED, that since it is expected that the Separate Account will
invest in the securities issued by one or more investment companies, the
appropriate officers of the Corporation are hereby authorized to execute
whatever agreement or agreements as may be necessary or appropriate to enable
such investments to be made.

FURTHER RESOLVED, that the appropriate officers of the Corporation, and each of
them, are hereby authorized to execute and deliver all such documents and papers
and to do or cause to be done all such acts and things as they may deem
necessary or desirable to carry out the foregoing resolutions and the intent and
purposes thereof.

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 customers of Allstate Life Insurance Company.
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) 366-1411.
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[GRAPHIC OMITTED]
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[GRAPHIC OMITTED]
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Secretary Chairman and Chief
Executive Officer

LU4518FL

<PAGE>

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TABLE OF CONTENTS
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THE PERSONS INVOLVED.......................................................4

ACCUMULATION PHASE.........................................................5

PAYOUT PHASE..............................................................12

INCOME PAYMENT TABLES.....................................................15

GENERAL PROVISIONS........................................................16

<PAGE>

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ANNUITY DATA
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CONTRACT NUMBER:................................................444444444

ISSUE DATE:..............................................January 15, 1999

INITIAL PURCHASE PAYMENT:......................................$10,000.00
IRA
INITIAL ALLOCATION OF PURCHASE PAYMENT:

ALLOCATED
AMOUNT (%)
VARIABLE SUB-ACCOUNTS
Sub-account 1 10%
Sub-account 2 10%
Sub-account 3 10%
Sub-account 4 10%

Rate
Allocated Guaranteed Guaranteed
Amount (%) Interest Rate Through
STANDARD FIXED ACCOUNT
1 Year Guaranteed Period 10% 5.00% 07/01/2002

DOLLAR COST AVERAGING FIXED ACCOUNT
1 Year Guarantee Period 10% 5.00% 01/15/2000

MINIMUM GUARANTEED RATE
Dollar Cost Averaging Fixed Account:............................3.00%

PAYOUT START DATE:..........................................January 15, 2054

OWNER(s):.......................................................John Doe
................................................................Jane Doe

ANNUITANT:......................................................John Doe
AGE AT ISSUE:.................................................35
SEX:........................................................Male

RELATIONSHIP
BENEFICIARY TO OWNER PERCENTAGE
Jane Doe Wife 50%
John Doe Husband 50%

RELATIONSHIP
CONTINGENT BENEFICIARY TO OWNER PERCENTAGE
Susan Doe Daughter 100%

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TABLE OF MINIMUM GUARANTEED VALUES * ONE YEAR GUARANTEE PERIOD
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TOTAL WITHDRAWAL
END OF YEAR ACCOUNT VALUE VALUE

1 1,050 987
2 2,111 1,984
3 3,204 3,019
4 4,330 4,094
5 5,490 5,211
6 6,685 6,372
7 7,916 7,578
8 9,183 8,843
9 10,489 10,149
10 11,833 11,493
11 13,218 12,878
12 14,645 14,305
13 16,114 15,774
14 17,628 17,288
15 19,187 18,847
16 20,792 20,452
17 22,446 22,106
18 24,149 23,809
19 25,904 25,564
20 27,711 27,371

*These Minimum Guaranteed Values assume that an initial purchase payment of
$1,000 plus additional $1,000 purchase payments were made in each subsequent
year and were allocated in full to the one year guarantee period of the fixed
account. Interest is credited to the initial purchase payment at the guaranteed
effective annual interest rate shown on the Annuity Data page for the initial
guarantee period. After the initial guarantee period, interest is credited to
the initial purchase payments and to the additional subsequent purchase payments
at the minimum guaranteed effective annual interest rate shown on the Annuity
Data page for all years shown. These values assume that no partial withdrawals
are made and no state premium taxes must be paid. If withdrawals are made or
state premium taxes must be paid, the Minimum Guaranteed Values will be less
than those shown. If additional subsequent purchase payments are not made as
described above, the Minimum Guaranteed Values will be more or less than those
shown.

<PAGE>

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THE PERSONS INVOLVED
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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 prior to the Payout Start Date. Once we have received a satisfactory
written request for a change of Owner, Beneficiary, or Annuitant, 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. However, you may assign periodic income payments under this Contract prior
to the Payout Start Date. We are bound by an assignment only if it is signed by
the assignor and filed with us. We are not responsible for the validity of the
assignment.

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:

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

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

o 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, but may be
changed by the Owner, as described above. The Annuitant must be a living
individual. If the Annuitant dies prior to the Payout Start Date, the new
Annuitant will be:

o the youngest Owner; otherwise

o the youngest beneficiary.

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:

o your spouse if living; otherwise

o your children equally if living; otherwise

o your estate.

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

Natural Person As used in this Contract, Natural Person means a living
individual or trust entity that is treated as an individual for Federal Income
Tax purposes under the Internal Revenue Code.

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ACCUMULATION PHASE
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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 limit
the availability of the Investment Alternatives for new investments.

Purchase Payments Purchase payments for this contract are flexible. The initial
purchase payment shown on the Annuity Data Page must be paid on the issue date.
Thereafter, you may make payments of at least $100 at any time prior to the
Payout Start Date. We may limit the maximum amount of premium payments we will
accept.
Purchase payments are payable to us at our home office.

We will invest the purchase payments in the Investment Alternatives you have
selected. 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, simply by giving us written notice. Any change will be effective when we
receive the notice.

Variable Account The "Variable Account" for this Contract is the Allstate Life
Insurance Company Separate Account I. 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 Options are the Dollar Cost Averaging
Fixed Account Option and the Standard Fixed Account.

Dollar Cost Averaging Fixed Account Purchase payments allocated to the Dollar
Cost Averaging Fixed Account option will earn interest at the current rate in
effect at the time of allocation. The rate will never be less than the minimum
guaranteed rate shown on the Annuity Data Page. Each purchase payment and
associated interest in the Dollar Cost Averaging Fixed Account option must be
transferred to other investment alternatives in equal monthly installments. The
number of monthly installments must be no more than 12. At the end of 12 months
from the date of a purchase payment allocation to the Dollar Cost Averaging
Fixed Account, any remaining portion of the purchase payment and interest in the
Dollar Cost Averaging Fixed Account will be allocated to other investment
alternatives as defined by the current Dollar Cost Averaging Fixed Account
allocation. You may only allocate money to the Dollar Cost Averaging Fixed
Account option by allocating a portion of a purchase payment. No amount may be
transferred into the Dollar Cost Averaging 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 during 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 at our discretion.

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

Transfers You may transfer your Contract Value between Investment Alternatives
prior to the Payout Start Date. You may make 12 transfers per Contract Year
without charge. Each transfer after the 12th transfer in any Contract Year may
be assessed a $10 transfer fee.

Transfers are subject to the following restrictions:

o No amount may be transferred into the Dollar Cost Averaging Fixed Account.

o 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 pervious rate, the Contract Owner may
elect to transfer up to 100% of the amounts 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.

o 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 be
transferred. These limitations do not apply to the Dollar Cost Averaging
Fixed Account.

o At the end of 12 months from the date of a purchase payment allocation to
the Dollar Cost Averaging Fixed Account, any remaining portion of the
purchase payment and interest in the Dollar Cost Averaging Fixed Account
will be allocated to other Investment Alternatives as defined by the
current Dollar Cost Averaging Fixed Account allocation.

We reserve the right to waive the transfer fees and 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:

o 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

o the total value you have in the Fixed Account Options.

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.

Subaccount Values The value of a subaccount is equal to the number of
Accumulation Units you hold for that subaccount multiplied by the accumulation
unit value for that subaccount on the most recent valuation date.

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 at the price next determined after our receipt of the purchase
payment or transfer. The Accumulation Unit Value for each subaccount is
calculated at the end of any Valuation Period by multiplying the Accumulation
Unit Value at the end of the immediately preceding Valuation Period by the
subaccount's Net Investment Factor for the current Valuation Period. The
Accumulation Unit Values may go up or down depending upon the investment
experience of the underlying portfolio and the deduction of certain fees and
expenses. 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 and deductions for Contract
Maintenance Charges 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:

o The sum of:

o the net asset value per share of the mutual fund portfolio underlying the
subaccount determined at the end of the Valuation Period, plus

o the per share amount of any dividend or capital gain distributions made by
the mutual fund portfolio underlying the subaccount during the current
Valuation Period, plus or minus

o a per share credit or charge with respect to any taxes which we paid or for
which we reserved during the Valuation Period which are determined by us to
be attributable to the operation of the subaccount (no federal income taxes
are applicable under present law).

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

o The result is reduced by the annualized Mortality and Expense Risk Charge
and the annualized Administrative Expense Charge divided by the number of
days in the current calendar year and then multiplied by the number of
calendar days in the current Valuation Period.

The net investment factor may be greater, less than, or equal to one; therefore,
the value of an accumulation unit may increase, decrease, or remain the same.

Mortality and Expense Risk Charge The annualized aggregate Mortality and Expense
Risk Charge is equal to 1.15% of the net asset value of each subaccount. (See
Net Investment Factor for a description of how this charge is applied.) Our
expense and mortality experience will not adversely affect the dollar amount of
variable benefits or other contractual payments or values under this contract.

Administrative Expense Charge The annualized Administrative Expense Charge is
.10% of the net asset value of the subaccount. (See Net Investment Factor for a
description of how this charge is applied.) This charge compensates us for the
cost of administering the contracts and the Variable Account.

Contract Maintenance Charge Prior to the Payout Start Date, a Contract
Maintenance Charge will be deducted from your Contract Value on each Contract
Anniversary. The charge is only deducted from the subaccounts of the Variable
Account. The charge will be deducted from the money market subaccount; if the
money market subaccount has insufficient funds to cover the Contract Maintenance
Charge, the balance will be deducted on a pro-rata basis from each of the other
subaccounts of the Variable Account in the proportion that your value in each
bears to your total value in all subaccounts of the Variable Account, excluding
the money market subaccount. A full Contract Maintenance Charge will be deducted
if the Contract is terminated on any date other than a Contract Anniversary. The
annualized charge will never be greater than $35 per Contract Year. The Contract
Maintenance Charge will be waived if total purchase payments are $50,000 or more
or if all money is allocated to the Fixed Account Options on the Contract
Anniversary.

After the Payout Start Date the Contract Maintenance Charge will be deducted in
equal parts from each income payment. The Contract Maintenance Charge will be
waived if the Contract Value on the Payout Start Date is $50,000 or more or if
all payments are Fixed Amount Income Payments..

Taxes Any premium taxes or income tax withholding relating to the 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,
less any applicable taxes and Withdrawal Charges, at any time during the
Accumulation Phase. Each withdrawal must be at least $50. You must specify the
Investment Alternative(s) from which you wish to make a withdrawal. If any
withdrawal reduces the Contract Value to less than $500, we will treat the
request as a withdrawal of the entire Contract Value. If you withdraw the entire
Contract Value, the Contract will terminate.

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. A Contract
Maintenance Charge will also be deducted if the Contract is terminated on a day
other than a Contract Anniversary. 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 in excess of the Free Withdrawal Amount will be
subject to a Withdrawal Charge as follows:

Payment Year: 1 2 3 4 5 6 7 8 and Later

Percentage: 7% 7% 6% 6% 5% 4% 3% 0%

The Withdrawal Charge is deducted from remaining Contract Value so that the
actual reduction in Contract Value as a result of the withdrawal will be greater
than the withdrawal amount requested and paid.

For purposes of determining the Withdrawal Charge, the Contract Value is deemed
to be withdrawn in the following order:

First. Earnings--The amount of contract value in excess of all purchase payments
that have not previously been withdrawn;

Second. Old Purchase Payments--Purchase payments received by us more than seven
years prior to the date of withdrawal which have not been previously withdrawn;

Third. Any additional amounts available as a free withdrawal, as described
below; and

Fourth. New Purchase Payments--Purchase payments received by us less than seven
years prior to the date of withdrawal. These payments are deemed to be withdrawn
on a first-in, first-out basis.

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 applicable percentage times that part of each
withdrawal that represents New Purchase Payments in excess of the Free
Withdrawal Amount.

Free Withdrawal Amount Each Contract Year, we determine the Free Withdrawal
Amount which is equal to the greater of earnings not previously withdrawn or 15%
of purchase payments. Each Contract Year, you may withdraw the Free Withdrawal
Amount without any Withdrawal Charge. Any Free Withdrawal Amount which is not
withdrawn during a Contract year may not be carried over to increase the Free
Withdrawal Amount available in a subsequent year.

Death of Owner or Annuitant A benefit may be paid to the Owner determined
immediately after the death if, prior to the Payout Start Date:

o any Owner dies; or

o the Annuitant dies and the Owner is not a natural person.

If the Owner eligible to receive a benefit is not a natural person, the Owner
may elect to receive the benefit in one or more distributions. Otherwise, if the
Owner is a natural person, the Owner may elect to receive a benefit either in
one or more distributions or by periodic payments through an Income Plan.

A Death Benefit will be paid if:

o the Owner elects to receive the Death Benefit within 180 days of the date
of death; and

o payment is made as of the date we determine the value of the Death Benefit,
as defined at the end of the Death Benefit provision.

Otherwise, the Settlement Value will be paid. In any event, the entire value of
the Contract must be distributed within five (5) years after the date of death
unless an Income Plan is elected or a surviving spouse continues the Contract in
accordance with the following provisions. We reserve the right to extend the 180
day period when we will pay the Death Benefit.

If an Income Plan is elected, payments form the Income Plan must begin within
one year of the date of death and must be payable throughout:

o the life of the Owner; or

o a period not to exceed the life expectancy of the Owner; or

o the life of the Owner with payments guaranteed for a period not to exceed
the life expectancy of the Owner.

If the surviving spouse of the deceased is the new Owner, then the spouse may
elect one of the options listed above or 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:

o 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.

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

o 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 reduced by a withdrawal adjustment, as
defined in the Death Benefit provision; or

o the Contract Value on the date we determine the Death Benefit.

The withdrawal adjustment is defined in the Death Benefit provision.

Death Benefit Except as defined above 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:

o the sum of all purchase payments reduced by a withdrawal adjustment, as
defined below; or

o the Contract Value on the date we determine the Death Benefit; or

o the amount that would have been payable in the event of a full withdrawal
of the Contract value on the date we determine the Death Benefit; or

o the Contract Value on each Death Benefit anniversary prior to the date we
determine the Death Benefit, increased by any purchase payments made since
that Death Benefit anniversary and reduced by a withdrawal adjustment, as
defined below.

The first Death Benefit anniversary is the 7th Contract Anniversary. Subsequent
Death Benefit anniversaries are those Contract Anniversaries that are multiples
of 7 Contract Years, beginning with the 14th Contract Anniversary. For example,
the 7th, 14th, and 21st Contract Anniversaries are the first three Death Benefit
anniversaries.

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

(a) equals the withdrawal amount.

(b) equals the Contract Value 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.

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PAYOUT PHASE
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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:

o the Annuitant's 90th birthday; or

o 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. The Contract Maintenance
Charge will be deducted in equal payments from each income payment. The Contract
Maintenance Charge will be waived if the Contract Value on the Payout Start Date
is $50,000 or more or if all payments are Fixed Amount Income Payments.

Variable Amount Income Payments Variable Amount Income Payments will vary to
reflect the performance of the Variable Account in which you are invested at
that time. 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.

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

o 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

o 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 Options 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
Options 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, no transfers may be made from the
Fixed Amount Income Payment. Transfers between subaccounts of the Variable
Account may not be made for six months after the Payout Start Date. 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. Transfers permitted above may be made once
every six months after the initial six-month waiting period concludes.

Payout Terms and Conditions The income payments are subject to the following
terms and conditions:

o 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:

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

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

o 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.

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

o proof of age and sex before income payments begin; and

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

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

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

<PAGE>

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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.

Income Plan 1 - Life Income with Guaranteed Payments for 120 Months
============================================================================================================================

Annuitant's Annuitant's Age Annuitant's
Age Male Female Male Female Age Male Female
- ------------------- ---------------------- ---------------- ---------------------- ---------------- ========================

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 Age
- -------------------- =========================================================================================================
Male
Annuitant's 35 40 45 50 55 60 65 70 75
Age
- -------------------- ---------- ------------ ----------- ---------- ---------- ---------- ---------- --------- ===============

Income Plan 3 - Guaranteed Number of Payments
- --------------------------------- =============================================

Monthly Income Payment for each
Specified Period $1,000 Applied to this Income Plan
- --------------------------------- =============================================
- --------------------------------- =============================================

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
- --------------------------------- ============================================

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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:

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

o 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. Due proof of death is one of the following:

o a certified copy of a death certificate; or

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

o any other proof acceptable to us.

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.

Deferment of Payments We will pay any amounts due from the Variable Account
under this Contract within seven days, unless:

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

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

o 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>

LU4519 Page 1
ALLSTATE LIFE INSURANCE COMPANY
(herein called "we" or "us")

Enhanced Death Benefit Rider

As used in this endorsement, "Contract" means the Contract or Certificate to
which this endorsement is attached.

This rider was issued because you selected the Enhanced Death Benefit.

Enhanced Death Benefit The Death Benefit provision of your Contract is modified
as follows:

If the owner is a living individual, the Enhanced Death Benefit applies only to
the death of the owner. If the owner is not a living individual, the Enhanced
Death Benefit applies only to the death of the annuitant.

The Death Benefit will be the greater of the values stated in your Contract, or
the value of the Enhanced Death Benefit.

The Enhanced Death Benefit is equal to the greater of the Enhanced Death Benefit
A or Enhanced Death Benefit B. The Enhanced Death Benefit will cease on the date
we determine the value of the Death Benefit.

Enhanced Death Benefit A.

At issue, the Enhanced Death Benefit A is equal to the initial purchase
payment. After issue, the Enhanced Death Benefit A is recalculated when
a purchase payment or withdrawal is made or on a Contract anniversary
as follows:

1. For purchase payments, the Enhanced Death Benefit A is equal
to the most recently calculated Enhanced Death Benefit A plus
the purchase payment.

2. For withdrawals, the Enhanced Death Benefit A is equal to the
most recently calculated Enhanced Death Benefit A reduced by a
withdrawal adjustment defined below.

3. On each Contract anniversary, the Enhanced Death Benefit A is
equal to the greater of the Contract Value or the most
recently calculated Enhanced Death Benefit A.

In the absence of any withdrawals or purchase payments, the Enhanced
Death Benefit A will be the greatest of all Contract anniversary
Contract Values on or prior to the date we calculate the Death Benefit.

The Enhanced Death Benefit A will be recalculated for purchase
payments, withdrawals and on Contract anniversaries until the oldest
owner or the annuitant, if the owner is not a living individual,
attains age 85.

After age 85, the Enhanced Death Benefit A will be recalculated only
for purchase payments and withdrawals.

Enhanced Death Benefit B.

The Enhanced Death Benefit B is equal to total purchase payments made
reduced by a withdrawal adjustment defined below. Each purchase payment
and each withdrawal adjustment will accumulate daily at a rate
equivalent to 5% per year until the earlier of:

1. the date we determine the Death Benefit, or

2. the first day of the month following the oldest owner's or, if
the owner is not a living individual, the annuitant's 85th
birthday.
The Enhanced Death Benefit B will never be greater than the maximum
death benefit allowed by any nonforfeiture laws which govern the
Contract.

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.
(c) = the most recently calculated Enhanced Death Benefit A or B, as
applicable.

Mortality and Expense Risk Charge The Mortality and Expense Risk Charge
provision of your Contract is modified as follows:

The annualized Mortality and Expense Risk Charge of 1.15% is changed to 1.35%.

After the death of the owner, if the surviving spouse elects to continue the
Contract in the Accumulation Phase, then the annualized Mortality and Expense
Risk Charge of 1.35% will be changed to 1.15%. The effective date of this change
will be the date we determine the value of the Death Benefit.

Except as amended in this rider, the Contract remains unchanged.

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[GRAPHIC OMITTED]
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Michael J. Velotta Louis G. Lower, II
Secretary Chairman and Chief Executive Officer

<PAGE>

Page 3
LU4521
ALLSTATE LIFE INSURANCE COMPANY
(herein called "we" or "us")

Enhanced Death and Income Benefit Combination Rider

As used in this endorsement, AContract@ means the Contract or Certificate to
which this endorsement is attached.

This rider was issued because you selected the Enhanced Death and Income
Benefit.

Enhanced Death Benefit The Death Benefit provision of your Contract is modified
as follows:

The Death Benefit will be the greater of the values stated in your Contract, or
the value of the Enhanced Death Benefit.

Enhanced Death Benefit A.

1. For purchase payments, the Enhanced Death Benefit A is equal
to the most recently calculated Enhanced Death Benefit A plus
the purchase payment.

2. For withdrawals, the Enhanced Death Benefit A is equal to the
most recently calculated Enhanced Death Benefit A reduced by a
withdrawal adjustment defined below.

3. On each Contract anniversary, the Enhanced Death Benefit A is
equal to the greater of the Contract Value or the most
recently calculated Enhanced Death Benefit A.

After age 85, the Enhanced Death Benefit A will be recalculated only
for purchase payments and withdrawals.

Enhanced Death Benefit B.

The Enhanced Death Benefit B is equal to total purchase payments made
reduced by a withdrawal adjustment. Each purchase payment and each
withdrawal adjustment will accumulate daily at a rate equivalent to 5%
per year until the earlier of:

1. the date we determine the Death Benefit, or

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. (c) = the
most recently calculated Enhanced Death Benefit A or B, as applicable.

Enhanced Income Benefit The following is added to your Contract.

I. The Enhanced Income Benefit will apply if the owner elects a Payout Start
Date that:

o is on or after the tenth Contract anniversary, and

o is prior to the annuitant's age 90.

Throughout the PAYOUT PHASE section of your Contract, the term
"Contract Value" is replaced with "the greater of the Contract Value or
the Enhanced Income Benefit".

If the amount applied to an income plan is the Enhanced Income Benefit,
then the income plan must provide payments guaranteed for either single
or joint life with a period certain 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.

If the amount applied to an income plan is the Contract Value, then the
income plan may be any plan then offered by us.

II. The Enhanced Income Benefit is equal to what the value of the Enhanced
Death Benefit would be on the Payout Start Date.

Mortality and Expense Risk Charge The Mortality and Expense Risk Charge
provision of your Contract is modified as follows:

The annualized Mortality and Expense Risk Charge of 1.15% is changed to 1.55%.

After the death of the owner, if the surviving spouse elects to continue the
Contract in the Accumulation Phase, then the annualized Mortality and Expense
Risk Charge of 1.55% will be changed to 1.15%. The effective date of this change
will be the date we determine the value of the Death Benefit.

Except as amended in this rider, the Contract remains unchanged.

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[GRAPHIC OMITTED]
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
[GRAPHIC OMITTED]
- ----------------------------------------------------------------------------

Michael J. Velotta Louis G. Lower, II
Secretary Chairman and Chief Executive Officer

POWER OF ATTORNEY