ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I
485BPOS, 1999-08-06
Previous: ACCUFACTS PRE EMPLOYMENT SCREENING INC, 10SB12B/A, 1999-08-06
Next: BRIGHT TECHNOLOGIES COM INC, SB-2/A, 1999-08-06



     As filed with the Securities and Exchange Commission on August 6, 1999
                                                Registration Nos. 333-77605
                                                              and 811-09327


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

                                    FORM N-4

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /

                      Pre-Effective Amendment No. / /

                     Post-Effective Amendment No. 1 /x/
                                       And

     REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /

                            Amendment No.  2 /x/

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


It is proposed  that this filing will become  effective:
/x/  immediately  upon filing  pursuant to paragraph  (b) of Rule 485
/ /  on    pursuant to paragraph (b) of Rule 485
/ /  60 days  after  filing  pursuant  to  paragraph  (a) of Rule 485
/ /  on pursuant to paragraph (a) of the Rule 485

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

                      Title of Securities Being Registered:
                    Units of Interest in the Separate Account
           under flexible payment deferred variable annuity contracts.

<PAGE>


                                SelectDirections
              Flexible Premium Deferred Variable Annuity Contracts
                                    Issued By
                         Allstate Life Insurance Company
                               In Connection With
                 Allstate Financial Advisors Separate Account I
     Street Address: Allstate Life Insurance Company; Nebraska Service Center;
                     206 South 13th Street, Suite 100; Lincoln, Nebraska  68508
     Mailing Address: Allstate Life Insurance Company; Nebraska Service Center;
                      P.O. Box 80469; Lincoln, Nebraska 68501-0469
     Telephone Number:     1-800-632-3492

This  prospectus  describes  SelectDirections,  an individual and group flexible
premium deferred variable annuity contract ("Contract") offered by Allstate Life
Insurance Company ("we" or "Allstate").  Please read this prospectus and keep it
for future reference.  It contains important information about the Contract that
you should know before investing.

The  Contract  currently  offers 26  investment  alternatives:  2 Fixed  Account
Options (Standard and Dollar Cost Averaging) and 24 Variable  Subaccounts of the
Allstate Financial Advisors Separate Account I ("variable  account").  Money you
direct  into  a  Variable  Subaccount  is  invested  exclusively  in  one of the
following mutual fund portfolios:


AIM Variable Insurance Funds, Inc.:
   AIM V.I. Capital Appreciation Fund
   AIM V.I. Diversified Income Fund
   AIM V.I. Growth and Income Fund
   AIM V.I. International Equity Fund
   AIM V.I. Value Fund
Fidelity Insurance Product Fund (VIP):
   Fidelity VIP Growth
   Fidelity VIP High Income
   Fidelity VIP Overseas
Fidelity Insurance Products Fund II (VIPII):
   Fidelity VIPII Contrafund
   Fidelity VIPII Index 500
   Fidelity VIP II Investment Grade
MFS Variable Insurance Trust:
   MFS Bond
   MFS Growth with Income
   MFS High Income
   MFS New Discovery
Oppenheimer Variable Account Funds:
   Oppenheimer Bond/VA
   Oppenheimer Capital Appreciation/VA
   Oppenheimer Global Securities/VA
   Oppenheimer High Income/VA
   Oppenheimer Small Cap Growth/VA
Van Kampen Life Investment Trust
  Van Kampen Comstock
  Van Kampen Domestic Income
  Van Kampen Emerging Growth
  Van Kampen Money Market



<PAGE>


Variable annuity contracts involve certain risks, including possible loss of
principal.

o    The  investment  performance  of  the  portfolios  in  which  the  Variable
     Subaccounts invest will vary.

o    We do not guarantee how any of the portfolios will perform.

o    The  Contract  is not a deposit  or  obligation  of any  bank,  and no bank
     endorses or guarantees the Contract.

o    Neither the U.S.  Government nor any federal agency insures your investment
     in the Contract.

                  The date of this prospectus is July 20, 1999.


<PAGE>



To  learn  more  about  the  Contract,  you may want to read  the  Statement  of
Additional  Information ("SAI"),  dated July 20, 1999. We filed the SAI with the
U.S.  Securities and Exchange  Commission  ("SEC") and have  incorporated  it by
reference  into this  prospectus,  which means that it is legally a part of this
prospectus.  The SAI's table of contents  appears at the end of this prospectus.
For a free copy of the SAI, contact us at the address or telephone number above,
or go to the SEC's website (http://www.sec.gov).  You can find other information
and  documents  about us,  including  documents  that are  legally  part of this
prospectus,  at the  SEC's  website.  You may  also  read  and copy any of these
documents  at  the  SEC's  public  reference  room  in  Washington,   D.C.  Call
1-800-SEC-0330 for further  information on the operation of the public reference
room.

The  Securities  and Exchange  Commission  has not approved or  disapproved  the
securities  described in this  prospectus,  nor has it passed on the accuracy or
adequacy of this  prospectus.  Anyone who tells you  otherwise  is  committing a
federal crime.

This prospectus must be 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.



<PAGE>



                                Table Of Contents

Glossary.............................................................6
Questions and Answers About SelectDirections.........................9
Fee Table...........................................................16
   Examples.........................................................19
   Condensed Financial Information..................................21
Description Of The SelectDirections Contract........................21
   Summary..........................................................21
   Contract Owner...................................................21
   Annuitant........................................................22
   Modification Of The Contract.....................................22
   Assignment.......................................................22
   Return Privilege.................................................22
Purchases And Contract Value........................................23
   Purchasing the Contract..........................................23
   Automatic Payment Plan...........................................23
   Allocation Of Purchase Payments..................................23
   Contract Value...................................................24
   Variable Account Accumulation Unit Value.........................24
Transfers...........................................................24
   Transfers During The Accumulation Phase..........................24
   Transfers Authorized By Telephone................................25
   Automatic Dollar Cost Averaging Program..........................25
   Portfolio Rebalancing............................................26
The Investment Alternatives.........................................26
   Variable Subaccount Investments..................................26
   Investment Objectives of the Portfolios..........................27
   Voting Rights....................................................29
   Additions, Deletions, And Substitutions Of Portfolios............30
   The Fixed Account Options........................................30
     General........................................................30
     Standard Fixed Account Option..................................30
     Dollar Cost Averaging Fixed Account Option.....................31
Income Payments.....................................................31
   Payout Start Date................................................31
   Income Plans.....................................................31
   Income Payments: General.........................................32
   Variable Income Payments.........................................33
   Fixed Income Payments............................................34
   Transfers During The Payout Phase................................34
   Death Benefit During The Payout Phase............................34
   Certain Employee Benefit Plans...................................34
Death Benefits......................................................35
   The Death Benefit: General.......................................35
   Standard Death Benefit...........................................35
   Claim and Payment................................................36
   Enhanced Death Benefit Rider.....................................37
     Enhanced Death Benefit A.......................................37
     Enhanced Death Benefit B.......................................38
   Enhanced Death And Income Benefit Rider..........................38
   Beneficiary......................................................38
Access To Your Money................................................39
   In General.......................................................39
   Partial Withdrawals..............................................39
   Total Withdrawal.................................................40
   Substantially Equal Periodic Payments............................40
   Systematic Withdrawal Program....................................41
   ERISA Plans......................................................41
   Minimum Contract Value...........................................41
Contract Charges....................................................41
   Mortality And Expense Risk Charge................................42
   Administrative Expense Charge....................................42
   Contract Maintenance Charge......................................42
   Transfer Fee.....................................................43
   Withdrawal Charge................................................43
   Free Withdrawal..................................................44
   Waiver of Withdrawal Charges.....................................44
     General........................................................44
     Confinement Waiver.............................................45
     Terminal Illness Waiver........................................45
     Unemployment Waiver............................................45
   Premium Taxes....................................................45
   Deduction For Variable Account Income Taxes......................45
   Other Expenses...................................................46
Tax Matters.........................................................46
   Introduction.....................................................46
   Taxation Of Annuities In General.................................46
     Tax Deferral...................................................46
     Non-Natural Owners.............................................46
     Diversification Requirements...................................46
     Ownership Treatment............................................47
     Taxation Of Partial And Full Withdrawals.......................47
     Taxation Of Income Payments....................................48
     Taxation Of Annuity Death Benefits.............................48
     Penalty Tax On Premature Distributions.........................48
     Aggregation Of Annuity Contracts...............................48
   Tax Qualified Contracts..........................................49
     Restrictions Under Section 403(b) Plans........................49
   Income Tax Withholding...........................................49
Performance Information.............................................50
   Yields and Standard Total Return.................................50
   Other Performance Data...........................................50
Allstate Life Insurance Company And The Variable Account............51
   Allstate Life Insurance Company..................................51
     Financial Statements Of Allstate...............................51
   The Variable Account.............................................51
Administration......................................................52
Year 2000...........................................................52
Market Timing And Asset Allocation Services.........................53
Distribution Of Contracts...........................................53
Legal Proceedings...................................................53
Legal Matters.......................................................53
Registration Statement..............................................54
Table of Contents of the Statement of Additional Information........55


<PAGE>




                                    Glossary

For your convenience, we are providing a glossary of the special terms we use in
this prospectus.

accumulation  phase - The first of two phases  during the life of the  Contract.
The  accumulation  phase  begins on the issue date and will  continue  until the
payout start date unless you terminate the Contract before that date.

accumulation  unit - The unit of  measurement  we use to calculate  the value of
your investment in the Variable Subaccounts during the accumulation phase.

annuitant - The individual whose age determines the latest payout start date and
whose life  determines  the amount and duration of income  payments  (other than
under Income Plans with guaranteed payments for a specified period).

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

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

Company ("we," "us," "our," "Allstate") - Allstate Life Insurance Company.

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

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  Variable
Subaccounts of the variable account and the Fixed Account Options.

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

Fixed Account Options - 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 income payments - A series of income payments that are fixed in amount.

guarantee  period - A one year  period  during  which we will  credit a specific
effective  annual  interest rate on an amount you allocate to the Standard Fixed
Account.

Income Plan - A series of  payments we will make on a scheduled  basis to you or
to another person  designated by you. These payments (called "income  payments")
will begin on the payout start date and continue  until we make the last payment
required by the Income Plan you select. You can elect to receive income payments
for life  and/or  for a pre-set  number of years,  and you may elect to  receive
fixed or variable income payments or a combination of both.

issue date - The date when the Contract becomes effective.

latest  payout  start date - The latest  date by which you must begin to receive
income payments under the Income Plan you select.

net  investment  factor  - The  factor  we  use to  determine  the  value  of an
accumulation  unit or annuity unit in any valuation period. We determine the net
investment factor separately for each Variable Subaccount.

non-qualified  plan - A  retirement  plan which  does not  receive  special  tax
treatment under Sections 401, 403(b), 408, 408A or 457 of the Tax Code.

payment  year - Each  twelve-month  period  measured  from the date we receive a
purchase payment.

payout phase - The second of two phases  during the life of your  Contract.  The
payout  phase begins on the payout  start date.  During this phase,  you receive
income  payments  under the Income  Plan you choose  until we have made the last
payment required by the plan.

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

portfolio(s)  - The  underlying  mutual funds in which the Variable  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  401,  403(b),  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.

settlement  value - The amount we will pay in the event you fully  withdraw  all
contract value. It is equal to the contract value,  less any applicable  premium
taxes, income tax withholding,  withdrawal charge, and the contract  maintenance
charge.

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

valuation  date - Each  day the New York  Stock  Exchange  ("NYSE")  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  Variable  Subaccounts  in order to price  accumulation  units  and
annuity units.  Each  valuation  period begins at the close of normal trading on
the 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  account - The  Allstate  Financial  Advisors  Separate  Account I is a
separate investment account composed of Variable Subaccounts that we established
to receive and invest purchase payments paid under the Contract.

Variable  Subaccount - A  subdivision  of the variable  account,  which  invests
exclusively in shares of one of the portfolios.

variable income payments - A series of income payments that vary in amount based
on changes in the value of the Variable Subaccounts in which you are invested at
that time.

withdrawal  charge - The contingent  deferred sales charge that we may assess if
you withdraw your contract value.



<PAGE>





                  Questions and Answers About SelectDirections

The  following  are answers to some of the key  questions you may have about the
SelectDirections Contract. Please read the remainder of this prospectus for more
information.

1.   What Is SelectDirections?

SelectDirections is a contract between you (the Contract owner) and Allstate,  a
life insurance  company,  that is a flexible premium  deferred  variable annuity
contract. It is designed for tax-deferred  retirement investing and is available
for non-qualified or qualified retirement plans.

Like all  deferred  annuity  contracts,  SelectDirections  has two  phases:  the
accumulation phase and the payout phase.  During the accumulation phase, you can
save for  retirement  by investing  in the  investment  alternatives  and pay no
federal income taxes on any earnings until you withdraw them.  During the payout
phase, you can receive retirement income for life and/or for a pre-set number of
years by selecting  one of the Income Plans  described in the answer to Question
2.  The  amount  of  money  you  accumulate   under  your  Contract  during  the
accumulation  phase and apply to an Income  Plan will be used to  determine  the
amount of your income payments during the payout phase.

The  accumulation  phase begins on the issue date and continues until the payout
start date. During the accumulation phase, you may invest your purchase payments
in one or more of the Variable Subaccounts or, in most states,  allocate them to
the  Fixed  Account  Options.  The  value of your  Contract  will  depend on the
investment performance of the Variable Subaccounts and the amount of interest we
credit to the Fixed Account Options.

During the  accumulation  phase,  each Variable  Subaccount  invests 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  you  allocate  to the  Variable  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  Options",  as
described in the answer to Question 5.

During the payout phase,  you will receive income payments for life and/or for a
selected  number of years  under one of the Income  Plans we offer.  Your income
payments  begin on the  payout  start date and  continue  until we make the last
payment required by the Income Plan you select.  During the payout phase, if you
select a fixed  income  payment  option,  we will  guarantee  the amount of your
payments,  which will  remain  fixed.  If you select a variable  income  payment
option,  based on one or more of the  Variable  Subaccounts,  the amount of your
income  payments  will  vary  up or down  depending  on the  performance  of the
corresponding portfolio in which you are invested at that time.

2.   What Income Plans Does SelectDirections Offer? (See Income Payments p. 31)

Beginning on the payout start date, you may receive  income  payments on a fixed
or a variable basis or a combination of the two.

We offer a variety of Income Plans 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 Income  Plan at any time before the payout  start date.  You
may select the payout start date.  The latest date you may select,  however,  is
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 an Income Plan that provides  income payments on a variable basis,
the amount of our payments to you will be affected by the investment performance
of the Variable Subaccounts you have selected at that time. The fixed portion of
your income  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 payout  phase you will have a limited  ability to change the relative
weighting of the Variable Subaccounts on which your variable income payments are
based or to increase  the portion of your income  payments  consisting  of fixed
income payments.

3.   How Do I Buy SelectDirections? (See Purchases and Contract Value p. 23)

You can obtain a Contract  application from your Allstate Agent or Allstate Life
Specialist.  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 Alternatives Under  SelectDirections?  (See Variable
     Subaccount Investments p. 27)

During the  accumulation  phase, you can allocate and reallocate your investment
among the Fixed  Account  Options and the Variable  Subaccounts.  Each  Variable
Subaccount  invests in a single  portfolio.  The portfolios we offer through the
Variable Subaccounts under this Contract are:



<PAGE>



AIM Variable Insurance Funds, Inc.:
   AIM V.I. Capital Appreciation
   AIM V.I. Diversified Income
   AIM V.I. Growth and Income
   AIM V.I. International Equity
   AIM V.I. Value
Fidelity Insurance Product Fund (VIP):
   Fidelity VIP Growth
   Fidelity VIP High Income
   Fidelity VIP Overseas
Fidelity Insurance Products Fund II (VIPII):
   Fidelity VIPII Contrafund
   Fidelity VIPII Index 500
   Fidelity VIP II Investment Grade

MFS Variable Insurance Trust:
   MFS Bond
   MFS Growth with Income
   MFS High Income
   MFS New Discovery
Oppenheimer Variable Account Funds:
   Oppenheimer Bond/VA
   Oppenheimer Capital Appreciation/VA
   Oppenheimer Global Securities/VA
   Oppenheimer High Income/VA
   Oppenheimer Small Cap Growth/VA
Van Kampen Life Investment Trust:
    Van Kampen Comstock
    Van Kampen Domestic Income
    Van Kampen Emerging Growth
    Van Kampen Money Market



<PAGE>



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 Are The Fixed Account Options? (See Fixed Account Options p. 30)

We offer two Fixed Account  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 may 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 Variable 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  Variable  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 SelectDirections? (See Contract Charges p. 42)

Contract Maintenance Charge
Each year on the contract anniversary we subtract an annual contract maintenance
charge of $35 from your  contract  value in the  Variable  Subaccounts.  We will
waive this  charge if you pay $50,000 or more in total  purchase  payments or if
you have  allocated all of your contract  value to the Fixed Account  Options on
the contract anniversary.

During the accumulation phase, we will subtract the annual contract  maintenance
charge from the Van Kampen Money Market Variable  Subaccount.  If the Van Kampen
Money Market Variable  Subaccount has insufficient  funds, then we will subtract
the  contract  maintenance  charge  in  equal  parts  from  the  other  Variable
Subaccounts in the proportion  that your value in each bears to your total value
in all Variable  Subaccounts,  excluding  the Van Kampen  Money Market  Variable
Subaccount.

After the payout start date, the contract maintenance charge will be deducted in
equal  parts from each  income  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
income payments.

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

Transfer Fee
Although we currently waive the 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
During the  accumulation  phase,  you may withdraw all or part of your  contract
value 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.  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; (3)
are diagnosed with a terminal illness; or (4) begin taking your required minimum
distribution payments under a qualified plan. 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  that have  been held by us for less than  seven
     years.


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. In addition,  you may withdraw,  free of withdrawal  charge,  any purchase
payment that has been held by us for more than seven years.

We  calculate  the  withdrawal  charge  from the  date  you  made  the  purchase
payment(s)  being  withdrawn.  The withdrawal  charge will vary depending on the
number of years since you made the purchase payment(s).

Payment Year:      1       2        3        4        5        6     7     8+

Withdrawal Charge: 7%      7%       6%       6%       5%       4%    3%    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 fully or partially  withdraw  your  contract  value,  or if we pay out death
benefit  proceeds,  or if you begin to receive regular income payments.  We only
charge 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  SelectDirections  Be Taxed?  (See Tax Matters p.
     46)

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 Access To Your Money p. 39)


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

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

After the payout start date, under Variable Income Plan 3 you may be entitled to
withdraw the commuted value of the remaining income payments.

9.   What Is The Death Benefit? (See Death Benefits p. 35)

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 About SelectDirections?

Allocation Of Purchase  Payments (See Allocation of Purchase  Payments p. 23) In
your Contract application, you may allocate your initial purchase payment to the
Variable   Subaccounts  and  the  Fixed  Account  Options.  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 instructions.  You
may not allocate  purchase payments to the Fixed Account Options if they are not
available in your state.

Transfers  (See  Transfers  during  the  Accumulation  Phase p. 24)  During  the
accumulation   phase,  you  may  transfer  contract  value  among  the  Variable
Subaccounts and from the Variable Subaccounts to the Standard 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 Variable  Subaccount  after a transfer
would be less than $100, the entire amount will be transferred.

The maximum  amount you may transfer 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 limit does not apply to dollar cost averaging.  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. 25)
     Under  the  dollar  cost  averaging  program,   amounts  are  automatically
     transferred  at regular  intervals  from the  Standard  Fixed  Account or a
     Variable  Subaccount of your choosing to up to 8 options,  including  other
     Variable  Subaccounts or the Standard Fixed Account.  Transfers may be made
     monthly, quarterly, or annually.

     Portfolio Rebalancing (See Portfolio Rebalancing p. 26)
     Under the portfolio rebalancing program, you can maintain the percentage of
     your  contract  value  allocated to each  Variable  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,  semi-annually,  annually) that you specify. You may not include
     the Fixed Account Options in a portfolio  rebalancing program. You also may
     not elect rebalancing after the payout start date.

     Transfers  During the Payout Phase (See Transfer During the Payout Phase p.
     34)
     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  Variable  Subaccounts,  but these  transfers  must be at least 6
     months  apart.  You can make  transfers  from the  Variable  Subaccount  to
     increase your fixed income  payments only if you have chosen Income Plan 3.
     You may not,  however,  convert any portion of your right to receive  fixed
     income payments into variable income payments.

Return Privilege  (See Return Privilege p. 22)
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 or your  Allstate  Agent or
Allstate Life Specialist.  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 (or your  Allstate  Agent or Allstate Life  Specialist)  receive the
Contract  from you.  The contract  value may be more or less than your  purchase
payments.  In the states of California,  Maryland,  Minnesota,  North  Carolina,
North Dakota, Oregon, South Carolina,  Utah,  Washington,  and West Virginia, 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
                  Nebraska Service Center
                  206 South 13th Street, Suite 100
                  Lincoln, Nebraska 68508

                  Allstate Life Insurance Company
                  Nebraska Service Center
                  P.O. Box 80469
                  Lincoln, Nebraska 68501-0469

                  Or call us at:
                  1-800-632-3492


<PAGE>





                                    Fee Table

Contract Owner Transaction Expenses

Withdrawal Charge
(as a percentage of Purchase Payments)

Payment                                         Withdrawal Charge
Year                                               Percentage
- --------------------------------------     ----------------------------------
First  ..............................                   7%
Second ..............................                   7%
Third ...............................                   6%
Fourth ..............................                   6%
Fifth................................                   5%
Sixth................................                   4%
Seventh..............................                   3%
Eighth and later.....................                   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

Variable Account Expenses
(as a percentage of average daily net assets in the Variable Subaccounts of the
variable account)

         With the Enhanced Death and Income Benefit Rider
         Mortality and Expense Risk Charge...........................    1.55%
         Administrative Expense Charge...............................    0.10%
         Total Variable Account Annual Expenses......................    1.65%

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

         With the Standard Death Benefit
         Mortality and Expense Risk Charge...........................    1.15%
         Administrative Expense Charge...............................    0.10%
         Total Variable Account Annual Expenses......................    1.25%




<PAGE>

<TABLE>
<CAPTION>


Portfolio Company Annual Expenses
(As A Percentage Of Portfolio Average Net Assets)
- ----------------------------------------------------- ------------------- -------------------- -----------------------
<S>                                                         <C>                  <C>                   <C>
                                                        Management Fee                         Total Annual Expenses
                                                        (after any fee      Other Expenses         (after any fee
                                                          waivers or         (after any fee    waivers or reductions)
                     Portfolio                           reductions)          waivers or
                                                                              reductions)
- ----------------------------------------------------- ------------------- -------------------- -----------------------
AIM Variable Insurance Funds, Inc.
- ----------------------------------------------------- ------------------- -------------------- -----------------------
  AIM V.I. Capital Appreciation Fund                        0.62%                0.05%                 0.67%
- ----------------------------------------------------- ------------------- -------------------- -----------------------
  AIM V.I. Diversified Income Fund                          0.60%                0.17%                 0.77%
- ----------------------------------------------------- ------------------- -------------------- -----------------------
  AIM V.I. Growth and Income Fund                           0.61%                0.04%                 0.65%
- ----------------------------------------------------- ------------------- -------------------- -----------------------
  AIM V.I. International Equity Fund                        0.75%                0.16%                 0.91%
- ----------------------------------------------------- ------------------- -------------------- -----------------------
  AIM V.I. Value Fund                                       0.61%                0.05%                 0.66%
- ----------------------------------------------------- ------------------- -------------------- -----------------------
Fidelity Insurance Products Fund (VIP)
- ----------------------------------------------------------------------------------------------------------------------
   Fidelity VIP Growth (1)   (Initial Class)                0.59%                0.09%                 0.68%
- ----------------------------------------------------- ------------------- -------------------- -----------------------
   Fidelity VIP High Income  (Initial Class)                0.58%                0.12%                 0.70%
- ----------------------------------------------------- ------------------- -------------------- -----------------------
   Fidelity VIP Overseas (1) (Initial Class)                0.74%                0.17%                 0.91%
- ----------------------------------------------------- ------------------- -------------------- -----------------------
Fidelity Insurance Products Fund II (VIP II)
- ----------------------------------------------------------------------------------------------------------------------
   Fidelity VIP II Contrafund  (1) (Initial Class)          0.59%                0.11%                 0.70%
- ----------------------------------------------------- ------------------- -------------------- -----------------------
   Fidelity VIP II Index 500 (1) (Initial Class)            0.24%                0.11%                 0.35%
- ----------------------------------------------------- ------------------- -------------------- -----------------------
   Fidelity VIP II Investment Grade (Initial                0.43%                0.14%                 0.57%
       Class)
- ----------------------------------------------------- ------------------- -------------------- -----------------------
MFS Variable Insurance Trust
- ----------------------------------------------------------------------------------------------------------------------
   MFS Bond (2)(3)(4)                                       0.60%                0.41%                 1.02%
- ----------------------------------------------------- ------------------- -------------------- -----------------------
   MFS Growth with Income (2)(3)                            0.75%                0.13%                 0.88%
- ----------------------------------------------------- ------------------- -------------------- -----------------------
   MFS High Income (2)(3)                                   0.75%                0.28%                 1.03%
- ----------------------------------------------------- ------------------- -------------------- -----------------------
   MFS New Discovery (2)(3)(4)                              0.90%                0.27%                 1.17%
- ----------------------------------------------------- ------------------- -------------------- -----------------------
Oppenheimer Variable Account Funds
- ----------------------------------------------------------------------------------------------------------------------
   Oppenheimer Bond/VA                                      0.72%                0.02%                 0.74%
- ----------------------------------------------------- ------------------- -------------------- -----------------------
   Oppenheimer Capital Appreciation/VA                      0.72%                0.03%                 0.75%
- ----------------------------------------------------- ------------------- -------------------- -----------------------
   Oppenheimer Global Securities/VA                         0.68%                0.06%                 0.74%
- ----------------------------------------------------- ------------------- -------------------- -----------------------
   Oppenheimer High Income/VA                               0.74%                0.04%                 0.78%
- ----------------------------------------------------- ------------------- -------------------- -----------------------
   Oppenheimer Small Cap Growth/VA (5)                      0.75%                0.12%                 0.87%
- ----------------------------------------------------- ------------------- -------------------- -----------------------
Van Kampen Life Investment Trust
- ----------------------------------------------------------------------------------------------------------------------
   Van Kampen Comstock (6)(7)                               0.00%                0.95%                 0.95%
- ----------------------------------------------------- ------------------- -------------------- -----------------------
   Van Kampen Domestic Income (7)                           0.01%                0.59%                 0.60%
- ----------------------------------------------------- ------------------- -------------------- -----------------------
   Van Kampen Emerging Growth (7)                           0.32%                0.53%                 0.85%
- ----------------------------------------------------- ------------------- -------------------- -----------------------
   Van Kampen Money Market (7)                              0.11%                0.49%                 0.60%
- ----------------------------------------------------- ------------------- -------------------- -----------------------
</TABLE>

Footnotes
(1)  A portion  of the  brokerage  commissions  that  certain  Fidelity  VIP and
     Fidelity  VIPII  Portfolios  paid  was used to  reduce  fund  expenses.  In
     addition,  certain  of these  Portfolios,  or their  investment  adviser on
     behalf  of the  Portfolios,  have  entered  into  arrangements  with  their
     custodian  whereby credits realized as a result of uninvested cash balances
     were used to reduce custodian  expenses.  Including these  reductions,  the
     total operating expenses, after reimbursements for the Fidelity VIPII Index
     500 Portfolio,  as presented in the fee table above, would have been: 0.66%
     for the Fidelity  VIP Growth  Portfolio;  0.89% for Fidelity VIP  Overseas;
     0.28%  for the  Fidelity  VIPII  Index  500  Portfolio;  and  0.66% for the
     Fidelity VIPII Contrafund Portfolio.
(2)  Each  portfolio of the MFS Variable  Insurance  Trust has an expense offset
     arrangement  which  reduces the  portfolio's  custodian  fee based upon the
     amount  of cash  maintained  by the  portfolio  with  its  custodian  and ^
     dividend  disbursing  agent.  Each  portfolio  may enter  into  other  such
     arrangements and directed brokerage arrangements, which would also have the
     effect of  reducing  the  portfolio's  expenses.  Expenses do not take into
     account these expense reductions,  and are therefore higher than the actual
     expenses of the portfolios.
(3)  MFS  has  agreed  to  bear  expenses  for  these  portfolios,   subject  to
     reimbursement  by these  portfolios,  such  that  each  portfolio's  "Other
     Expenses"  shall not exceed the following  percentages of the average daily
     net assets of the portfolio  during the current fiscal year,  0.40% for the
     Bond Portfolio and 0.25% for each remaining portfolio. The payments made by
     MFS on behalf of each  portfolio  under  this  arrangement  are  subject to
     reimbursement  by the portfolio to MFS, which will be  accomplished  by the
     payment of an expense  reimbursement  fee by the  portfolio to MFS computed
     and paid  monthly at a  percentage  of the  portfolio's  average  daily net
     assets for its then current fiscal year, with a limitation that immediately
     after such payment the  portfolio's  "Other  Expenses"  will not exceed the
     percentage  set forth above for that  portfolio.  The  obligation of MFS to
     bear a portfolio's "Other Expenses"  pursuant to this arrangement,  and the
     portfolio's  obligation to pay the reimbursement fee to MFS,  terminates on
     the earlier of the date on which payment by the portfolios  equal the prior
     payment of such reimbursement expenses by MFS, or December 31, 2004 (May 1,
     2001,  in the  case  of the  New  Discovery  Portfolio).  MFS  may,  in its
     discretion,  terminate this  arrangement at an earlier date,  provided that
     the  arrangement  will  continue for each  portfolio  until at least May 1,
     2000,  unless  terminated  with the consent of the board of trustees  which
     oversees the portfolios.
(4)  The  figures  shown in the Fee Table have been  reduced to reflect  certain
     expense reimbursements from MFS, the investment adviser to the MFS Variable
     Insurance  Trust.  If MFS had  not  reimbursed  these  expenses,  then  the
     Management  Fees,  Other Expenses and Total Annual  Expenses for the fiscal
     year ended December 31, 1998 would have been:  for the MFS Bond  Portfolio,
     0.60%,  0.83%  and  1.23%,  respectively;  and for  the  MFS New  Discovery
     Portfolio, 0.90%, 4.32% and 5.22%, respectively.
(5)  Because the Oppenheimer  Small Cap Growth/VA  Portfolio began operations on
     May 1,  1998,  the  percentages  for  expenses  in the Fee Table  above are
     annualized.
(6)  Because the Van Kampen  Comstock  Portfolio had not begun  operations as of
     December 31, 1998, the  percentages  for fees and expenses in the Fee Table
     are estimated for the current fiscal year.
(7)  The  figures  shown in the Fee Table have been  reduced to reflect  certain
     voluntary  fee  waivers and expense  reimbursements  from Van Kampen  Asset
     Management Inc., the investment  adviser. If the investment adviser had not
     waived  fees and  reimbursed  expenses,  then  the  Management  Fee,  Other
     Expenses and Total Annual  Expenses for the fiscal year ended  December 31,
     1998 would have been: for the Van Kampen Domestic Income Portfolio,  0.50%,
     0.59%  and  1.09%,  respectively;   for  the  Van  Kampen  Emerging  Growth
     Portfolio,  0.70%, 0.53% and 1.23%, respectively;  for the Van Kampen Money
     Market Portfolio,  0.50%,  0.49% and 0.99%,  respectively;  and for the Van
     Kampen Comstock Portfolio, the estimated Management Fee, Other Expenses and
     Total  Annual   Expenses  for  1999  would  be  0.60%,   1.45%  and  2.05%,
     respectively.



<PAGE>




Examples
Example 1

Example 1 below shows the dollar amount of expenses that you would bear directly
or indirectly if you:

     o    invested $1,000 in a Variable Subaccount;
     o    earned a 5% annual return on your investment;
     o    fully withdrew from your Contract,  or began receiving income payments
          for a  specified  period of less than 120  months,  at the end of each
          time period; and
     o    elected  the  Enhanced  Death and Income  Benefit  Rider  (with  total
          variable account expenses of 1.65%). Example 2

Same  assumptions  as Example 1,  except that you  elected  the  standard  death
benefit (with total variable account expenses of 1.25%).

<TABLE>
<CAPTION>

                                              Example 1                         Example 2

- ------------------------------------------------ --------------- =============== --------------- ---------------
<S>                                                  <C>            <C>              <C>            <C>
Variable Subaccount                                  1 Year         3 Years          1 Year         3 Years
- ------------------------------------------------ --------------- =============== --------------- ---------------
AIM Variable Insurance Funds, Inc.
- ------------------------------------------------ --------------- =============== --------------- ---------------
   AIM V.I. Capital Appreciation                      $88             $139            $84             $127
- ------------------------------------------------ --------------- =============== --------------- ---------------
   AIM V.I. Diversified Income                        $89             $142            $85             $130
- ------------------------------------------------ --------------- =============== --------------- ---------------
   AIM V.I. Growth and Income                         $88             $139            $84             $126
- ------------------------------------------------ --------------- =============== --------------- ---------------
   AIM V.I. International Equity                      $91             $147            $87             $134
- ------------------------------------------------ --------------- =============== --------------- ---------------
   AIM V.I. Value                                     $88             $139            $84             $127
- ------------------------------------------------ --------------- =============== --------------- ---------------
Fidelity Variable Insurance Fund (VIP)
- ------------------------------------------------ --------------- =============== --------------- ---------------
  Fidelity VIP Growth                                 $88             $140            $84             $127
- ------------------------------------------------ --------------- =============== --------------- ---------------
  Fidelity VIP High Income                            $89             $140            $84             $128
- ------------------------------------------------ --------------- =============== --------------- ---------------
  Fidelity VIP Overseas                               $91             $147            $87             $134
- ------------------------------------------------ --------------- =============== --------------- ---------------
Fidelity Variable Insurance Fund II    (VIPII)
- ------------------------------------------------ --------------- =============== --------------- ---------------
   Fidelity VIPII Contrafund                          $89             $140            $84             $128
- ------------------------------------------------ --------------- =============== --------------- ---------------
   Fidelity VIPII Index 500                           $85             $129            $81             $117
- ------------------------------------------------ --------------- =============== --------------- ---------------
   Fidelity VIPII Investment Bond                     $87             $136            $83             $124
- ------------------------------------------------ --------------- =============== --------------- ---------------
MFS Variable Insurance Trust
- ------------------------------------------------ --------------- =============== --------------- ---------------
   MFS Bond                                           $92             $150            $88             $137
- ------------------------------------------------ --------------- =============== --------------- ---------------
   MFS Growth with Income                             $90             $145            $86             $133
- ------------------------------------------------ --------------- =============== --------------- ---------------
   MFS High Income                                    $89             $143            $85             $130
- ------------------------------------------------ --------------- =============== --------------- ---------------
   MFS New Discovery                                  $90             $146            $86             $133
- ------------------------------------------------ --------------- =============== --------------- ---------------
Oppenheimer Variable Account Funds
- ------------------------------------------------ --------------- =============== --------------- ---------------
   Oppenheimer Bond/VA                                $92             $150            $88             $138
- ------------------------------------------------ --------------- =============== --------------- ---------------
   Oppenheimer Capital Appreciation/VA                $89             $141            $85             $129
- ------------------------------------------------ --------------- =============== --------------- ---------------
   Oppenheimer Global Securities/VA                   $93             $154            $89             $142
- ------------------------------------------------ --------------- =============== --------------- ---------------
   Oppenheimer High Income/VA                         $89             $141            $85             $129
- ------------------------------------------------ --------------- =============== --------------- ---------------
   Oppenheimer Small Cap Growth/VA                    $89             $142            $85             $129
- ------------------------------------------------ --------------- =============== --------------- ---------------
Van Kampen Life Investment Trust
- ------------------------------------------------ --------------- =============== --------------- ---------------
   Van Kampen Comstock                                $91             $148            $87             $136
- ------------------------------------------------ --------------- =============== --------------- ---------------
   Van Kampen Domestic Income                         $87             $137            $83             $125
- ------------------------------------------------ --------------- =============== --------------- ---------------
   Van Kampen Emerging Growth                         $90             $145            $86             $132
- ------------------------------------------------ --------------- =============== --------------- ---------------
    Van Kampen Money Market                           $87             $137            $83             $125
- ------------------------------------------------ --------------- =============== --------------- ---------------
</TABLE>

Example 3

Same  assumptions  as Example 1, except that you decided not to  surrender  your
Contract,  or you began  receiving  income payments for life or for at least 120
months under an Income Plan for a specified  period,  at the end of each period.
We assume that you elected the  Enhanced  Death and Income  Benefit  Rider (with
total variable account expenses of 1.65%).

Example 4

Same  assumptions  as Example 3,  except that you  elected  the  standard  death
benefit (with total variable account expenses of 1.25%).

<TABLE>
<CAPTION>

                                              Example 3                         Example 4

- ------------------------------------------------ --------------- =============== --------------- ---------------
<S>                                                  <C>            <C>              <C>            <C>
Variable Subaccount                                  1 Year         3 Years          1 Year         3 Years
- ------------------------------------------------ --------------- =============== --------------- ---------------
AIM Variable Insurance Funds, Inc.
- ------------------------------------------------ --------------- =============== --------------- ---------------
   AIM V.I. Capital Appreciation                      $29             $88             $25             $76
- ------------------------------------------------ --------------- =============== --------------- ---------------
   AIM V.I. Diversified Income                        $30             $91             $26             $79
- ------------------------------------------------ --------------- =============== --------------- ---------------
   AIM V.I. Growth and Income                         $28             $88             $24             $75
- ------------------------------------------------ --------------- =============== --------------- ---------------
   AIM V.I. International Equity                      $31             $96             $27             $83
- ------------------------------------------------ --------------- =============== --------------- ---------------
   AIM V.I. Value                                     $29             $88             $25             $76
- ------------------------------------------------ --------------- =============== --------------- ---------------
Fidelity Variable Insurance Fund (VIP)
- ------------------------------------------------ --------------- =============== --------------- ---------------
  Fidelity VIP Growth                                 $29             $89             $25             $76
- ------------------------------------------------ --------------- =============== --------------- ---------------
  Fidelity VIP High Income                            $29             $89             $25             $77
- ------------------------------------------------ --------------- =============== --------------- ---------------
  Fidelity VIP Overseas                               $31             $96             $27             $83
- ------------------------------------------------ --------------- =============== --------------- ---------------
Fidelity Variable Insurance Fund II    (VIPII)
- ------------------------------------------------ --------------- =============== --------------- ---------------
   Fidelity VIPII Contrafund                          $29             $89             $25             $77
- ------------------------------------------------ --------------- =============== --------------- ---------------
   Fidelity VIPII Index 500                           $25             $78             $21             $66
- ------------------------------------------------ --------------- =============== --------------- ---------------
   Fidelity VIPII Investment Bond                     $28             $85             $24             $73
- ------------------------------------------------ --------------- =============== --------------- ---------------
MFS Variable Insurance Trust
- ------------------------------------------------ --------------- =============== --------------- ---------------
   MFS Bond                                           $32             $99             $28             $86
- ------------------------------------------------ --------------- =============== --------------- ---------------
   MFS Growth with Income                             $31             $94             $27             $82
- ------------------------------------------------ --------------- =============== --------------- ---------------
   MFS High Income                                    $30             $92             $26             $79
- ------------------------------------------------ --------------- =============== --------------- ---------------
   MFS New Discovery                                  $31             $95             $27             $82
- ------------------------------------------------ --------------- =============== --------------- ---------------
Oppenheimer Variable Account Funds
- ------------------------------------------------ --------------- =============== --------------- ---------------
   Oppenheimer Bond/VA                                $32             $99             $28             $87
- ------------------------------------------------ --------------- =============== --------------- ---------------
   Oppenheimer Capital Appreciation/VA                $29             $90             $25             $78
- ------------------------------------------------ --------------- =============== --------------- ---------------
   Oppenheimer Global Securities/VA                   $34             $103            $30             $91
- ------------------------------------------------ --------------- =============== --------------- ---------------
   Oppenheimer High Income/VA                         $29             $90             $25             $78
- ------------------------------------------------ --------------- =============== --------------- ---------------
   Oppenheimer Small Cap Growth/VA                    $30             $91             $25             $78
- ------------------------------------------------ --------------- =============== --------------- ---------------
Van Kampen Life Investment Trust
- ------------------------------------------------ --------------- =============== --------------- ---------------
   Van Kampen Comstock                                $32             $97             $27             $85
- ------------------------------------------------ --------------- =============== --------------- ---------------
   Van Kampen Domestic Income                         $28             $86             $24             $74
- ------------------------------------------------ --------------- =============== --------------- ---------------
   Van Kampen Emerging Growth                         $31             $94             $26             $81
- ------------------------------------------------ --------------- =============== --------------- ---------------
    Van Kampen Money Market                           $28             $86             $24             $74
- ------------------------------------------------ --------------- =============== --------------- ---------------
</TABLE>

                          Explanation Of Fee Table And Examples

1.   We have  included the Fee 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 variable  account.  The Fee Table  reflects
     expenses of the variable account as well as the portfolios.  For additional
     information,  you should read "Contract  Charges,"  below;  you should also
     read  the  sections  relating  to  expenses  of  the  portfolios  in  their
     prospectuses. The examples do not include any income taxes or tax penalties
     you may be required to pay if you fully withdraw your contract value.

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 the contract value upon full withdrawal,  death or on
     the payout start date.

3.   The  examples  reflect  the $35  contract  maintenance  charge as an annual
     charge of 0.175%,  which we  calculated  by  dividing  the total  amount of
     contract  maintenance  charges expected to be collected during a year by an
     assumed average investment of $20,000 in the Variable Subaccounts.

4.   The examples reflect the Free Withdrawal Amounts, if applicable.

5.   Please  remember  that the  examples  are simply  illustrations  and do not
     represent  past or future  expenses.  Your actual  expenses may be lower or
     higher than those shown in the examples. Similarly, your rate of return may
     be more or less than the 5% assumed in the examples.

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

                  Description Of The SelectDirections Contract

Summary
SelectDirections  is a  flexible  premium  deferred  variable  annuity  contract
designed to aid you in long-term financial planning. You may add to the contract
value by making  additional  purchase  payments at any time.  In  addition,  the
contract  value  will  change  to  reflect  the   performance  of  the  Variable
Subaccounts to which you allocate or transfer your purchase payments, as well as
to reflect interest  credited to amounts allocated to the Fixed Account Options.
You may withdraw  your  contract  value by making a partial or full  withdrawal.
After the payout start date, we will pay you benefits  under the Contract in the
form of income  payments,  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  income
payments.  You  initially  designate an annuitant in your  application.  You may
change the annuitant at any time before income  payments begin. If your Contract
was issued under a plan  qualified  under  Sections  403, 408 or 408A of the Tax
Code,  then you must be the  annuitant.  When you select an Income Plan, you may
also  name a joint  annuitant,  who is a  second  person  on whose  life  income
payments  depend.  Additional  restrictions  may apply in the case of  qualified
plans.  If you are not  the  annuitant  and the  annuitant  dies  before  income
payments  begin,  then  either  you become  the new  annuitant  or you must name
another  person as the new  annuitant.  If the annuitant  dies before 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
begin to receive income payments under 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
If you are not satisfied with this Contract for any reason, you may cancel it 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 Allstate  Agent or Allstate Life  Specialist 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 (or your  Allstate
Agent or Allstate Life  Specialist)  receive the Contract from you. The contract
value at that  time may be more or less  than your  purchase  payments.  If this
Contract qualified under Section 408 of the Tax Code, we will refund the greater
of any purchase payments or the contract value.

In the states of California,  Maryland, Minnesota, North Carolina, North Dakota,
Oregon, South Carolina, Utah, Washington and West Virginia, 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 Variable  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 Variable
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  Van  Kampen  Money  Market  Variable
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 age 89 or younger.
The first payment is the only payment we require you to make under the Contract.
There are no requirements on 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 Variable  Subaccount(s)  and the
Fixed Account Options 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.

If your  application is complete and your purchase  payment has been received at
our P.O.  Box shown on the first  page of this  Prospectus,  we will  issue your
Contract  within  two  business  days of its  receipt.  If your  application  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  Variable
Subaccounts and the ^ Fixed Account  Options,  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.

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
Variable  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 Variable  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
Van Kampen Money Market Variable Subaccount. Your Contract will contain specific
information about your Return Privilege rights in your state.

We determine the number of  accumulation  units in each  Variable  Subaccount to
allocate to your  Contract by dividing  that  portion of your  purchase  payment
allocated to a Variable  Subaccount by that Variable  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 phase. The total value of your Contract at any time is equal to the
sum of the value of your accumulation units in the Variable Subaccounts you have
selected, plus the value of your interest in the fixed account.

Variable Account Accumulation Unit Value
As a general matter,  the accumulation  unit value for each Variable  Subaccount
will rise or fall to reflect  changes  in the share  price of the  portfolio  in
which  the  Variable  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 Variable Subaccount. We
will also determine  separate sets 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 Variable  Subaccount.  We determine the  accumulation
unit value for each Variable  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 Variable Subaccount and, therefore, your contract value.

                                    Transfers

Transfers During The Accumulation Phase
During the accumulation  phase, you may transfer  contract value among the fixed
account and the Variable Subaccounts in writing or by telephone/fax. The minimum
amount that may be  transferred  from the Standard  Fixed Account  option or the
Variable  Subaccounts  is $100.  If the total  amount  remaining in the Standard
Fixed Account or the Variable  Subaccounts  after a transfer  would be less than
$100, the entire amount will be transferred.

As a general rule, we only accept and process  transfers on days when we and the
New York Stock Exchange ("NYSE") are open for business (a valuation date). If we
receive  your request on one of those days,  we will  process the transfer  that
day. We will process transfer  requests that we receive before 3:00 p.m. Central
Time on any valuation date using the accumulation  unit value at the end of that
date.  We will ^ process  requests ^ completed  after 3:00 p.m.  Central  Time ^
using the accumulation unit value for the next valuation date.

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 by calling 1-800-632-3492.  The cut off time
for  telephone  transfer  requests is 3:00 p.m.  Central Time.  Calls  completed
before 3:00 p.m. Central Time will be effected on that day at that day's closing
price. We will not process  telephone  requests received after 3:00 p.m. Central
Time on any valuation date.


In the event that the NYSE closes early, i.e., before 3:00 p.m. Central Time, or
if the NYSE  closes  early for a period of time but then  reopens for trading on
the same day, we will process telephone transfer requests as of the close of the
^ NYSE on that particular day. We will not access  telephone  transfer  requests
received from you at any telephone number other than 1-800-632-3492, or received
after the close of trading on the ^ NYSE.  If you own the Contract  with a joint
Contract  Owner,  unless  we  receive  contrary  instructions,  we  will  accept
instructions from either you or the other Contract Owner.

We may charge you the transfer fee described on page ^ 43, although we currently
waive the fee. 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 Variable  Subaccount of your choosing
to up to 8 options,  including other Variable  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 Variable
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 Variable Subaccount at a pre-set level. For example, you
could  specify that 30% of your contract  value should be in the AIM V.I.  Value
Portfolio,  40% in the MFS  Bond  Portfolio  and 30% in  Fidelity  VIP  Overseas
Portfolio.  Over time, the variations in each Variable  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 a rebalance made monthly,  quarterly,  semi-annually,  or
annually  until your payout start date.  Portfolio  Rebalancing is not available
after the payout  start date.  We will not charge a transfer  fee for  Portfolio
Rebalancing.  No more than  eight  Variable  Subaccounts  can be  included  in a
Portfolio  Rebalancing  program at one time.  You may not include  the  Standard
Fixed Account Option 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
Variable  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 Alternatives

Variable Subaccount Investments

The Portfolios
Each of the Variable  Subaccounts of the variable  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.

No one can promise that the portfolios  will meet their  investment  objectives.
Amounts you have allocated to Variable 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  Variable  Subaccounts  invest.  You  bear the
investment risk that those  portfolios  possibly will not meet their  investment
objectives.

<TABLE>
<CAPTION>

Investment Objectives of the Portfolios

Certain  portfolios have similar  investment  objectives.  You should  carefully
review the prospectuses for the portfolios before investing.

- ------------------------------------------- -------------------------------------------------------------------------
<S>                                         <C>
Portfolio                                                       Investment Objective and Adviser
- ------------------------------------------- -------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund          seeks growth of capital through investment in common stocks, with
                                            emphasis on medium- and small-sized growth companies.  Investment
                                            adviser is A I M Advisors, Inc.
- ------------------------------------------- -------------------------------------------------------------------------
AIM V.I. Diversified Income Fund            seeks to achieve a high level of current income. Investment adviser is
                                            A I M Advisors, Inc.
- ------------------------------------------- -------------------------------------------------------------------------
AIM V.I.  Growth and Income Fund            seeks growth of capital  with a  secondary  objective of current income.
                                            Investment  adviser  is  A I M  Advisors, Inc.
- ------------------------------------------- -------------------------------------------------------------------------
AIM V.I. International Equity Fund          seeks to provide long-term growth of capital by investing in a
                                            diversified portfolio of international equity securities whose issuers
                                            are considered to have strong earnings momentum. Investment adviser is
                                            A I M Advisors, Inc.
- ------------------------------------------- -------------------------------------------------------------------------
AIM V.I. Value Fund                         seeks to achieve long-term growth of capital by investing primarily in
                                            equity securities judged by the fund's investment advisor to be
                                            undervalued relative to the investment ^ adviser's appraisal of the
                                            current or projected earnings of the companies issuing the securities,
                                            or relative to current market values of assets owned by the companies
                                            issuing the securities or relative to the equity market generally.
                                            Income  is  a  secondary  objective. Investment adviser is A I M
                                            Advisors, Inc.
- ------------------------------------------- -------------------------------------------------------------------------
Fidelity VIP Growth                         seeks to achieve  capital appreciation  by investing in common
                                            stocks  that  the  adviser  believes have above-average growth potential.
                                            Investment   adviser   is   Fidelity  Management & Research Company.
- ------------------------------------------- -------------------------------------------------------------------------
Fidelity VIP High  Income                   seeks a high level of current income while also considering growth of
                                            capital.  Investment   adviser   is   Fidelity Management & Research Company.
- ------------------------------------------- -------------------------------------------------------------------------
Fidelity VIP Overseas                       seeks long-term growth of capital by investing at least 65% of total
                                            assets in foreign securities. Investment adviser is Fidelity Management
                                            & Research Company.
- ------------------------------------------- -------------------------------------------------------------------------
Fidelity VIPII Contrafund                   seeks long-term capital appreciation by investing primarily in common
                                            stocks of companies whose value the adviser believes is not fully
                                            recognized by the public. Investment adviser is Fidelity Management &
                                            Research Company.
- ------------------------------------------- -------------------------------------------------------------------------
Fidelity VIPII Index 500                    seeks investment results that correspond to the total return of common
                                            stocks publicly traded in the United States, as represented by the S&P
                                            500. Investment adviser is Fidelity Management & Research Company.
- ------------------------------------------- -------------------------------------------------------------------------
Fidelity VIPII Investment Bond              seeks as high a level of current income as is consistent with the
                                            preservation of capital by investing in U.S. dollar-denominated
                                            investment grade bonds. Investment adviser is Fidelity Management &
                                            Research Company.
- ------------------------------------------- -------------------------------------------------------------------------
MFS Bond                                    seeks  primarily  to provide as high a level of current income as is
                                            believed  to  be   consistent   with  prudent    risk.    Its    secondary
                                            objective is to protect  shareholders'  capital.   Investment adviser is
                                            Massachusetts  Financial Services Company ("MFS").
- ------------------------------------------- -------------------------------------------------------------------------
MFS Growth with Income                      seeks to provide reasonable current income and long-term   growth  of
                                            capital  and income. Investment adviser is MFS.
- ------------------------------------------- -------------------------------------------------------------------------
MFS High Income                             seeks to provide high current income by investing primarily in a
                                            professionally managed diversified portfolio of fixed income
                                            securities, some of  which may involve equity features. Investment
                                            adviser is MFS.
- ------------------------------------------- -------------------------------------------------------------------------
MFS New Discovery                           seeks capital appreciation. Investment adviser is MFS.
- ------------------------------------------- -------------------------------------------------------------------------
Oppenheimer Bond/VA                         seeks  a  high   level  of current   income.   As  a  secondary
                                            objective,   the   Portfolio   seeks capital appreciation when consistent
                                            with    its    primary    objective.  Investment adviser is
                                            OppenheimerFunds, Inc.
- ------------------------------------------- -------------------------------------------------------------------------
Oppenheimer Capital Appreciation/VA         seeks capital appreciation by investing in securities of well-known
                                            established companies.   Investment  adviser  is OppenheimerFunds, Inc.
- ------------------------------------------- -------------------------------------------------------------------------
Oppenheimer Global Securities/VA            seeks long-term capital  appreciation by investing a substantial  portion
                                            of  assets  in securities   of   foreign   issuers, "growth-type"
                                            companies, cyclical industries  and  special  situations that are considered
                                            to have appreciation possibilities.  Investment adviser is OppenheimerFunds, Inc.
- ------------------------------------------- -------------------------------------------------------------------------
Oppenheimer High Income/VA                  seeks a high level of current  income from  investment  in high-yield fixed
                                            income  securities.  Investment adviser is OppenheimerFunds, Inc.
- ------------------------------------------- -------------------------------------------------------------------------
Oppenheimer Small Cap Growth/VA             seeks capital  appreciation.  Investment adviser is OppenheimerFunds, Inc.
- ------------------------------------------- -------------------------------------------------------------------------
Van Kampen Comstock                         seeks capital growth and income through investments in equity
                                            securities, including common stocks, preferred stocks, and securities
                                            convertible into common and preferred stocks.  Investment adviser is
                                            Van Kampen Asset Management Inc.
- ------------------------------------------- -------------------------------------------------------------------------
Van Kampen  Domestic  Income                primarily seeks current income.  When consistent with the primary
                                            investment  objective, capital appreciation  is a secondary
                                            investment   objective.   Investment adviser  is  Van Kampen Asset
                                            Management Inc.
- ------------------------------------------- -------------------------------------------------------------------------
Van Kampen Emerging Growth                  seeks capital appreciation by investing in a portfolio of securities
                                            consisting principally of common stocks of small- and medium-sized
                                            companies considered by the Portfolio's investment adviser to be
                                            emerging growth companies. Investment adviser is Van Kampen Asset
                                            Management Inc.
- ------------------------------------------- -------------------------------------------------------------------------
Van Kampen Money Market                     seeks protection of capital and high current income through investment
                                            in money market instruments.  Investment adviser is Van Kampen Asset
                                            Management Inc.
- ------------------------------------------- -------------------------------------------------------------------------
</TABLE>

Each portfolio is subject to certain investment  restrictions and policies, some
of  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
Variable  Subaccount  are separate  and are  credited to or charged  against the
particular  Variable  Subaccount without regard to income,  gains or losses from
any other  Variable  Subaccount or from any other part of our business.  We will
use the net purchase payments you allocate to a Variable  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 from the portfolios available
through this Contract.

Certain of the portfolios sell their shares to variable accounts underlying both
variable life insurance and variable annuity  contracts.  It is conceivable that
in the future there may be unfavorable  tax or other  consequences  for variable
life insurance  variable  accounts and variable annuity  variable  accounts that
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 variable 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 Variable  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 person  receiving
income payments has the voting interest.  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.

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 Portfolios
If the shares of any of the portfolios are no longer available for investment by
the variable account or if, in our judgment, further investment in the shares of
a portfolio is no longer  desirable in view of the purposes of the Contract,  we
may eliminate any portfolio,  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
variable account and the Variable Subaccounts:

o    to operate the variable 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 Variable  Subaccount  to another,  or from any
     Variable Subaccount to our general account;

o    to add,  combine,  or remove Variable  Subaccounts in the variable 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 variable  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. We will notify you of any change.

The Fixed Account Options

General
You may  allocate  part or all of your  purchase  payments to the Fixed  Account
Options  in states  where they are  available.  Amounts  allocated  to the Fixed
Account Options 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.  Please contact us at
1-800-632-3492  for current  information about rates being credited on the Fixed
Account Options.

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.

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.  The effective annual rate will never be
less than 3%. 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.

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%. The payments,  plus interest,  will be transferred out of the DCA Account in
equal  monthly  installments  and  placed  in the  Variable  Subaccounts  or the
Standard Fixed Account Option,  in the  percentages  you designate.  You may not
transfer  funds to this option from the  Variable  Subaccounts  or the  Standard
Fixed Account Option.

                                 Income Payments

Payout Start Date
The payout  start date is the day that  income  payments  start under the Income
Plan you select.  You may select the payout start date in your application.  The
payout start date may be no later than the 10th  anniversary  of the  Contract's
issue date or the  annuitant's  90th birthday,  whichever is later.  This is the
latest payout start date.

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 the year of your separation  from service^,  or 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 a 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.

Income Plans
You may choose and change your  Income Plan 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 Income
Plan.  If you do not  select an Income  Plan,  then we will pay  monthly  income
payments in accordance with the applicable  default option.  The default options
are:

o    Income Plan 1 with 10 years (120 months) guaranteed, if you have designated
     only one annuitant; and

o    Income Plan 2 with 10 years (120 months) guaranteed, if you have designated
     joint annuitants.

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

Three Income Plans are generally available under the Contract. Each is available
in the form of:

o        fixed income payments;
o        variable income payments; or
o        a combination of both fixed and variable income payments.

The three Income Plans are:

         Income Plan 1: 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.

         Income Plan 2: 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.

         Income Plan 3:  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 Income Plans to choose from.  You should consult your Plan
documents to see what is available.

Once income payments have begun,  you cannot  surrender your Contract for a lump
sum payment unless you choose to receive  variable  income payments under Income
Plan 3, as described above. Instead,  before the payout start date you may fully
withdraw  your  contract  value  for a lump  sum,  as  described  on  page ^ 40.
Applicable withdrawal charges will be deducted.

We may have other Income Plans 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.

Income Payments: General
On the payout start date, we will apply the total value of your  Contract,  less
applicable  taxes, to the Income Plan you have chosen. If you select Income Plan
3 for less than 120  months,  then  withdrawal  charges  may apply.  Your income
payments may consist of variable  income  payments or fixed income payments or a
combination  of the two.  The  Contract  Maintenance  Charge will be deducted in
equal amounts 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 income payments.

We will  determine the amount of your income  payments as described in "Variable
Income Payments" below and "Fixed Income Payments" on page ^ 34.

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

Income payments begin on the payout start date.

We will make  income  payments  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 the contract
value, less applicable taxes, in a lump sum instead of the periodic payments you
have  chosen.  Or we may 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.

Generally  you may not  make  withdrawals  after  the  payout  start  date.  One
exception to this rule applies if you are  receiving  variable  income  payments
that do not depend on the life of the  annuitant  (such ^ as Income  Plan 3). In
that case, you can terminate the portion of the income  payments being made from
the  variable  account  under  Income  Plan 3 at any time and receive a lump sum
equal to the commuted  balance of the  remaining  variable  income  payments.  A
withdrawal  charge may apply.  The commuted  balance of the  remaining  variable
income  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 request.

Variable Income Payments
One basic objective of the Contract is to provide variable income payments which
will to some degree respond to changes in the economic  environment.  The amount
of your variable income payments will depend upon the investment  results of the
Variable  Subaccounts you have selected,  any premium taxes,  the age and sex of
the annuitant,  and the Income Plan 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  income  payments.  The
variable income  payments may be more or less than your total purchase  payments
because (a) variable  income  payments vary with the  investment  results of the
underlying  portfolios;  and (b) annuitants may die before their  actuarial life
expectancy is achieved.

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

The investment  results of the Variable  Subaccounts to which you have allocated
your  contract  value will also  affect the amount of your  income  payment.  In
calculating  the amount of the income  payments in the income  payment 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 income  payments will decrease.  The dollar amount of the
variable income payments will stay level if the net investment return equals the
assumed  investment  rate and the dollar amount of the variable  income payments
will increase if the net investment return exceeds the assumed  investment rate.
Please  refer to the SAI for more  detailed  information  as to how we determine
variable income payments.

Fixed Income Payments
You may choose to apply a portion of your contract value to provide fixed income
payments.  We  determine  the  fixed  income  payment  amount  by  applying  the
applicable value to the Income Plan you have selected.

As a general rule,  subsequent  fixed income payments will be equal in amount to
the initial  payment.  However,  as  described in  "Transfers  During the Payout
Phase", after the payout start date, you will have a limited ability to increase
the amount of your fixed income  payments by making  transfers from the Variable
Subaccounts.

We may defer making  fixed  income  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 Payout Phase
During the payout phase, you will have a limited ability to make transfers among
the Variable  Subaccounts so as to change the relative weighting of the Variable
Subaccounts on which your variable  income  payments will be based. In addition,
you will have a limited ability to make transfers from the Variable  Subaccounts
to increase the  proportion of your income  payments  consisting of fixed income
payments.  You may not,  however,  convert  any portion of your right to receive
fixed income payments into variable income payments.

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

Death Benefit During The Payout Phase
After  income  payments  begin,  upon the death of the  annuitant  and any joint
annuitant,  we will make any remaining income payments to the  beneficiary.  The
amount and number of these  income  payments  will  depend on the Income Plan 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 income
payment 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 income payment tables for men and women.  Accordingly,
if  the  Contract  is  to be  used  in  connection  with  an  employment-related
retirement or benefit plan and we do not offer unisex income  payment  tables in
your state,  you should consult with legal counsel as to whether the purchase of
a Contract is appropriate under Norris.

                                 Death Benefits

The Death Benefit: General

We will pay a death benefit if, prior to the payout start date:

(a)  any Owner dies; or

(b)  if the Contract is owned by a company or other legal entity,  the annuitant
     dies.

Currently,  we will pay the death benefit equal in amount to the Standard  Death
Benefit or Enhanced Death Benefit, defined below, as appropriate.

Under the Contract,  however,  we have the right to pay a death benefit equal in
amount to the settlement 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.

Standard Death Benefit

Prior to the payout start date, 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; and

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 Standard 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

(c)  = the  value  of  the  applicable  death  benefit  immediately  before  the
       withdrawal.


Claim and Payment

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 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 elect one of the options listed
above or 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 Standard 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 Standard  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  Variable
     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 Standard 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  settlement  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.

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 :

o    Enhanced Death Benefit A, and

o    Enhanced Death Benefit B.

As shown in the Fee Table,  we will charge a higher  mortality  and expense risk
charge if you select this Rider.

Enhanced Death Benefit A
On the issue date,  Enhanced  Death  Benefit A is equal to the initial  purchase
payment. After the issue date, 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

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


Enhanced Death And Income Benefit Rider
When you purchase  the  Contract,  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 income payments in certain  circumstances.  As shown in the Fee Table, we
will charge a higher  mortality and expense risk charge during the  accumulation
phase and the payout phase, 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  a  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 contract  value on the payout start date,  you may apply the
Enhanced Income Benefit to an Income Plan 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  Income Plan,  you will
lose the  benefit of the rider and you must apply the  contract  value,  not the
Enhanced Income Benefit, to that Income Plan.

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 more than one  beneficiary  survives  you, we will  divide the death  benefit
among your beneficiaries according to your most recent written instructions.  If
you have not given us  written  instructions,  we will pay the death  benefit in
equal 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.

                                  Access To Your Money

In General
You may  withdraw  all or part of your  contract  value at any time  before  the
payout start date.  We may impose a withdrawal  charge,  which is deducted  from
remaining  contract value,  so that the actual  reduction in contract value as a
result of a withdrawal will be greater than the withdrawal  amount you requested
and we paid.

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  Variable
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.  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.  Withdrawals also
may be subject to a 10% penalty tax.

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 your Allstate Agent,  Allstate Life  Specialist,  or 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.

Partial Withdrawals
You may withdraw part of your contract value from the Variable  Subaccounts  and
the Standard Fixed Account Option. If we do not receive allocation  instructions
from  you,  we will  deduct  the  partial  withdrawal  proportionately  from the
Variable  Subaccounts  and  the  Standard  Fixed  Account  Option  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.  You may not make a partial  withdrawal from
the Standard  Fixed Account Option in an amount greater than the total amount of
the  partial  withdrawal  multiplied  by the ratio of the value of the  Standard
Fixed  Account  Option to the  contract  value  immediately  before the  partial
withdrawal.

Total Withdrawal
If you request a total withdrawal,  we will pay you the settlement value,  which
equals the contract value minus any applicable  withdrawal  charge. We also will
deduct a contract  maintenance  charge of $35 (unless waived).  We determine the
settlement  value based on the contract  value next computed  after we receive a
properly  completed  request at the P.O.  Box  address on the first page of this
prospectus.

We will  usually pay the  settlement  value  within  seven days after the day we
receive  a  completed  request  form.  However,  we may  suspend  the  right  of
withdrawal  from the variable  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  variable  account's
     investments or determination of accumulation  unit values is not reasonably
     practical; or

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

In addition,  we may delay payment of the settlement  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 49, 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 income payments under 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; and^

(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. If
you do not complete the withdrawal election section, we will deduct the standard
10% withholding from your payment.  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 Variable 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 Variable 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 settlement  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 variable  account for  administrative
     expenses or for the assumption of mortality and expense risks; and

3.   as withdrawal charges  (contingent  deferred sales charges) subtracted from
     remaining contract value.

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 Table on pages 16-17,  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
Variable Subaccount during each valuation period. The mortality risks arise from
our contractual  obligations to make income payments after the payout start date
for the life of the  annuitant(s);  to waive  the  withdrawal  charge  upon your
death;  and to provide the Death  Benefit  prior to the payout  start date.  The
expense risk is that it may cost us more to  administer  the  Contracts  and the
variable  account than we receive from the contract  maintenance  charge and the
administrative expense charge.

We deduct a mortality  and expense risk charge  equal,  on an annual  basis,  to
1.15% of the  average  daily  net  assets  you  have  invested  in the  Variable
Subaccounts.

If you select the Enhanced Death Benefit Rider, Allstate will deduct a mortality
and expense risk charge equal, on an annual basis, to 1.35% of the average daily
net assets you have  invested  in the  Variable  Subaccounts.  If you select the
Enhanced Death and Income Benefit Rider,  your mortality and expense risk charge
will be 1.55% of the average  daily net assets you have invested in the Variable
Subaccounts.

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.

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

Administrative Expense Charge
We deduct an administrative  expense charge from each Variable Subaccount during
each valuation  period.  This charge is equal,  on an annual basis,  to 0.10% of
your  average  daily net  assets in the  Variable  Subaccounts.  This  charge is
designed to  compensate us for the cost of  administering  the Contracts and the
variable account. The administrative  expense charge is assessed during both the
accumulation phase and the payout phase.

Contract Maintenance Charge
We deduct 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 Van Kampen Money Market  Variable  Subaccount  on each  contract
anniversary. If the Van Kampen Money Market Variable Subaccount has insufficient
funds, then we will subtract the contract maintenance charge in equal parts from
the other Variable  Subaccounts in the proportion  that your value in each bears
to your total value in all Variable Subaccounts,  excluding the Van Kampen Money
Market Variable Subaccount.

We will  waive  this  charge  if you pay more  than  $50,000  in total  purchase
payments  or if you have  allocated  all of your  contract  value  to the  Fixed
Account Options on the contract anniversary. If you fully withdraw your contract
value,  then we will  deduct  the  full  $35  charge  as of the date of the full
withdrawal, unless your Contract qualifies for a waiver.

After the payout start date,  we will  subtract  this charge in equal parts from
each of your income  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 income  payments
are fixed income payments.

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
Variable  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.

Withdrawal Charge
We may assess a  withdrawal  charge of up to 7% of the purchase  payment(s)  you
withdraw.  The charge  declines  to 0% after 7  complete  years from the date we
received the purchase payment being withdrawn.

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

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

o    the payment of a death benefit;

o    a free withdrawal amount, as described 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.

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

As a general  rule,  the  withdrawal  charge  equals a  percentage  of  purchase
payments  withdrawn  that : (a) we have held for less than seven years;  and (b)
are 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  .............................                    7%
Second .............................                    7%
Third ..............................                    6%
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.

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

o    the free withdrawal amount; and
o    any Old Purchase Payments that have not been previously withdrawn.

The free withdrawal amount, in any contract year, is equal to the greater of:

(a)  earnings that have not previously been withdrawn; or
(b)  15 percent of New Purchase Payments.

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

Note: Even if you do not owe a withdrawal charge on a particular withdrawal, you
may still owe taxes or penalty taxes.

Waiver of Withdrawal Charges

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
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
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. You may be required to provide adequate proof of the diagnosis
to us.

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

o    You become unemployed at least one year after the issue date;

o    You receive  unemployment  compensation for at least 30 days as a result of
     that unemployment; and

o    You  claim  this  benefit  within  180  days of  your  initial  receipt  of
     unemployment compensation.

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

Premium Taxes
We may 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 income  payments  begin.  We will deduct any
applicable  premium  taxes  upon full  withdrawal,  death,  or when you begin to
receive income payments. Premium taxes generally range from 0% to 3.5%.

Deduction For Variable 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 variable  account.
We will  deduct  for any  taxes we incur as a  result  of the  operation  of the
variable  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 Variable  Subaccounts to which you allocate your contract value. 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,  administrators,  distributors  (and/or an  affiliate
thereof) of the portfolios in connection with administrative,  distribution,  or
other  services  and  cost  savings  experienced  by  the  investment  advisers,
administrators or distributors. It is anticipated that such compensation will be
based on assets of the particular portfolios  attributable to the Contract along
with certain other variable  contracts issued or administered by Allstate (or an
affiliate).  Some advisers,  administrators or distributors may pay us more than
others.

                                       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  variable  account  are  "adequately  diversified"
     according to Treasury Department regulations^; and

(3)  Allstate is considered the owner of the variable account assets for Federal
     income tax purposes.

Non-Natural Owners
As a general  rule,  annuity  contracts  owned by  non-natural  persons  such as
corporations, trusts, or other entities are not treated as annuity contracts for
Federal  income tax  purposes.  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 variable account must be "adequately  diversified" consistent
with standards under Treasury Department regulations.  If the investments in the
variable  account  are not  adequately  diversified,  the  Contract  will not be
treated as an annuity contract for Federal income tax purposes. As a result, the
income on the Contract will be taxed as ordinary  income  received or accrued by
the owner during the taxable year.  Although Allstate does not have control over
the  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  variable  account
assets if you  possess  incidents  of  ownership  in those  assets,  such as the
ability  to  exercise  investment  control  over  the  assets.  At the  time the
diversification  regulations were issued, the Treasury Department announced that
the  regulations  do not  provide  guidance  concerning  circumstances  in which
investor control of the variable account investments may cause an investor to be
treated as the owner of the  variable  account.  The  Treasury  Department  also
stated that future  guidance  would be issued  regarding  the extent that owners
could direct Variable Subaccount  investments without being treated as owners of
the underlying assets of the variable 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  variable
account  assets.  For  example,  you have the choice to  allocate  premiums  and
contract  values among more  investment  alternatives.  Also, you may be able to
transfer among  investment  alternatives  more  frequently than in such rulings.
These differences could result in you being treated as the owner of the variable
account. If this occurs,  income and gain from the variable account assets would
be 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 variable account. However,
we make no guarantee that such modification to the Contract will be successful.

Taxation Of Partial And Full Withdrawals
If you  make a  partial  withdrawal  under  a  non-qualified  Contract,  amounts
received  are  taxable to the  extent  the  contract  value,  without  regard to
withdrawal  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 Income Payments
Generally,  the rule for income  taxation  of income  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 income 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 income  payments for the term of the  Contract.  If you elect
variable income payments,  the amount excluded from taxable income is determined
by dividing  the  investment  in the  Contract  by the total  number of expected
payments.  The income  payments  will be fully taxable after the total amount of
the investment in the Contract is excluded  using these ratios.  If you die, and
income  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 Income  Plan,  the  amounts are taxed in the same
     manner as an income payment.  Unlike some other assets,  the  beneficiary's
     cost 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
     Tax Code;

o    Roth IRAs under Section 408A of the Tax Code;

o    Tax sheltered annuities under Section 403(b) of the Tax Code;

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

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

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

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

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

Restrictions Under Section 403(b) Plans
Section 403(b) of the Tax Code provides  tax-deferred  retirement  savings plans
for employees of certain non-profit and educational organizations. Under Section
403(b),  any Contract  used for a 403(b) plan must  provide  that  distributions
attributable to salary  reduction  contributions  made after  12/31/88,  and all
earnings  on salary  reduction  contributions,  may be made only on or after the
date the employee:

o    attains age 59 1/2;

o    separates from service;

o    dies;

o    becomes disabled; or

o    on account of hardship (earnings on salary reduction  contributions may not
     be distributed on the account of hardship).

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

Income Tax Withholding

Allstate  is required  to  withhold  Federal  income tax at a rate of 20% on all
"eligible rollover  distributions"  unless you elect to make a "direct rollover"
of  such  amounts  to  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.

                                 Performance Information

Yields and Standard Total Return

We may  advertise the yields and standard  average  annual total returns for the
Variable Subaccounts. These figures will be based on historical earnings and are
not intended to indicate future performance.

Yields and standard total returns include all charges and expenses you would pay
under the  Contract:  the mortality and expense risk charge (1.15% for Contracts
with the standard  death  benefit;  1.35% for Contracts  with the enhanced death
benefit;  and 1.55% for  Contract  with the  enhanced  death  benefit and income
benefit),  an  administrative  expense  charge of  0.10%,  the  annual  contract
maintenance charge of $35, and applicable withdrawal charges.

The yield of the Van  Kampen  Money  Market  Variable  Subaccount  refers to the
annualized investment income that an investment in the Subaccount generates over
a specified seven-day period. The effective yield of the Van Kampen Money Market
Variable  Subaccount is calculated  in a similar way but,  when  annualized,  we
assume  that the  income  earned  by the  investment  has been  reinvested.  The
effective  yield  will  be  slightly  higher  than  the  yield  because  of  the
compounding  effect  of  the  assumed  reinvestment.  The  yield  of a  Variable
Subaccount  (except the Van Kampen Money Market Variable  Subaccount)  refers to
the annualized  income that an investment in the Variable  Subaccount  generates
over a specified thirty-day period.

The  average  annual  total  return of a  Variable  Subaccount  assumes  that an
investment has been held in the Variable  Subaccount for certain periods of time
including  the  period  measured  from the date the  Variable  Subaccount  began
operations.  We will provide the average  annual total return for each  Variable
Subaccount  that has been in operation for 1, 5, and 10 years.  The total return
quotations will represent the average annual  compounded rates of return that an
initial  investment  of $1,000  would earn as of the last day of the 1, 5 and 10
year periods.

The yield and total return  calculations  are not reduced by any premium  taxes.
Applying premium taxes will reduce the yield and total return of a Contract.

For additional information regarding yield and total return calculations, please
refer to the SAI.

Other Performance Data

We  may  disclose  average  annual  total  return  in  nonstandard  formats  and
cumulative total return. This means that the data may be presented for different
time periods and different dollar amounts.

We may also present  historic  performance  data for the portfolios  since their
inception  reduced by all fees and charges  you would pay under the  Contract --
the mortality  and expense risk charge  (1.15% for  Contracts  with the standard
death benefit;  1.35% for Contracts  with the enhanced death benefit;  and 1.55%
for Contract with both the enhanced  death benefit and the income  benefit),  an
administrative expense charge of 0.10%, an annual contract maintenance charge of
$35, and applicable withdrawal charges.

Such  adjusted  historic  performance  includes data that precedes the inception
dates of the Variable Subaccounts,  but is designed to show the performance that
would have resulted if the Contract had been available during that time.

We will only  disclose  non-standard  performance  data if we also  disclose the
standard performance data. For additional  information regarding the calculation
of other performance data, please refer to the SAI.

Advertising,  sales literature, and other communications may compare the expense
and  performance  data for the Contract and each Variable  Subaccount with other
variable  annuities  tracked by independent  services such as Lipper  Analytical
Services,  Inc.,  Morningstar  and the Variable  Annuity  Research Data Service.
These services monitor and rank the performance and expenses of variable annuity
issuers on an  industry-wide  basis.  We may also make  comparisons  using other
indices that measure performance, such as Standard & Poor's 500 Composite or the
Dow Jones  Industrial  Average.  Unmanaged  indices may assume  reinvestment  of
dividends but do not deduct administrative and management costs and expenses.

We may report other information including the effect of tax-deferred compounding
on a Variable  Subaccount's returns,  illustrated by tables,  graphs, or charts.
Tax-deferred  compounding  can lead to  substantial  long-term  accumulation  of
assets, if the portfolio's investment experience is positive.  Sales literature,
advertisements  or other reports may refer to A.M.  Best=s rating of Allstate as
an insurance company.


                Allstate Life Insurance Company And The Variable Account

Allstate Life Insurance Company

Allstate is an Illinois stock life insurance company organized in 1957. Allstate
is licensed to operate in the District of Columbia,  Puerto Rico, and all states
except New York. We intend to offer the Contract in those jurisdictions in which
we are licensed.  Our home office is located at 3100 Sanders  Road,  Northbrook,
Illinois, 60062.

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

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

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  Contract.  They do not
relate to the investment performance of the assets held in the variable account.

The Variable Account

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

We own the assets of the variable  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
variable account are credited to or charged against the variable account without
regard to our other income,  gains, or losses. Our obligations arising under the
Contracts are general corporate obligations of Allstate.

The  variable  account  is divided  into  Variable  Subaccounts.  We may add new
Variable  Subaccounts or eliminate one or more of them, if we believe marketing,
tax, or investment conditions so warrant. The assets of each Variable Subaccount
are invested in the shares of one of the  portfolios.  We do not  guarantee  the
investment  performance of the variable account, its Variable Subaccounts or the
portfolios.  Values allocated to the variable account and the amount of variable
income  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 variable account
to fund our other annuity contracts. We will account separately for each type of
annuity contract funded by the variable account.

We have included  additional  information about the variable account in the SAI.
You  may  obtain  a  copy  of  the  SAI  by  writing  to  us  or  calling  us at
1-800-632-3492  or go to the  SEC's  website  at  (http://www.sec.gov).  We have
reproduced the Table of Contents of the SAI on the last page of this prospectus.

                                     Administration

We have primary  responsibility  for all administration of the Contracts and the
variable  account.  Our mailing  address is:  Allstate Life  Insurance  Company;
Nebraska Service Center; P.O. Box 80469; Lincoln, Nebraska 68501-0469.

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 variable 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.

                                    Year 2000

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

                       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 is a
wholly owned  subsidiary of Allstate.  ALFS is a registered  broker dealer under
the Securities 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 variable 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 variable 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 advice relating to the Federal securities laws has been given by
the law firm of Sutherland Asbill & Brennan LLP, Washington, D.C.

                             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 variable 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>
<CAPTION>



              Table of Contents of the Statement of Additional Information


<S>                                                                                                     <C>
The Contract  ...........................................................................................1
     Income Payments.....................................................................................1
     Initial Monthly Income Payment......................................................................1
     Subsequent Monthly Payments.........................................................................1
     Transfers After The Payout Start Date...............................................................2
     Annuity Unit Value..................................................................................2
     Illustrative Example Of Annuity Unit Value Calculation..............................................3
     Illustrative Example Of Variable Income Payments....................................................4
Additional Federal Income Tax Information................................................................5
     Introduction .......................................................................................5
     Taxation Of Allstate Life Insurance Company.........................................................5
     Exceptions To The Non-Natural Owner Rule............................................................5
     IRS Required Distribution At Death Rules............................................................6
     Qualified Plans.....................................................................................6
     Types of Qualified Plans............................................................................6
         IRAs............................................................................................6
         Roth IRAs.......................................................................................6
         Simplified Employee Pension Plans...............................................................7
         Savings Incentive Match Plans For Employees (SIMPLE Plans)......................................7
         Tax Sheltered Annuities.........................................................................7
         Corporate And Self-Employed Pension And Profit Sharing Plans....................................7
         State And Local Government And Tax-Exempt Organization Deferred Compensation Plans .............7
Variable Account Performance.............................................................................8
     Standardized Total Return...........................................................................8
     Non-Standardized Total Return.......................................................................9
     Time Periods Before The Date The Variable Account Commenced Operations..............................9
Tables Of Adjusted Historic Total Return Quotations.....................................................10
Experts.................................................................................................13
Financial Statements....................................................................................F-1
</TABLE>

<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
1-800-632-3492 or writing to us at the following address:

                         Allstate Life Insurance Company
                             Nebraska Service Center
                                 P.O. Box 80469
                          Lincoln, Nebraska 68501-0469


              The date of this Statement of Additional Information
               and of the related Prospectus is: July 20, 1999.



<PAGE>


<TABLE>
<CAPTION>


                                    Table Of Contents
<S>                                                                                                     <C>
The Contract.............................................................................................1
   Income Payments.......................................................................................1
   Initial Monthly Income Payment........................................................................1
   Subsequent Monthly Payments...........................................................................1
   Transfers After The Payout Start Date.................................................................2
   Annuity Unit Value....................................................................................2
   Illustrative Example Of Annuity Unit Value Calculation................................................3
   Illustrative Example Of Variable Income Payments......................................................4
Additional Federal Income Tax Information................................................................4
   Introduction..........................................................................................4
   Taxation Of Allstate Life Insurance Company...........................................................5
   Exceptions To The Non-Natural Owner Rule..............................................................5
   IRS Required Distribution At Death Rules..............................................................5
   Qualified Plans.......................................................................................6
   Types Of Qualified Plans..............................................................................6
     IRAs................................................................................................6
     RothIRAs............................................................................................6
     Simplified Employee Pension Plans...................................................................6
     Savings Incentive Match Plans For Employees (SIMPLE Plans)..........................................6
     Tax Sheltered Annuities.............................................................................6
     Corporate And Self-Employed Pension And Profit Sharing Plans........................................7
     State And Local Government And Tax-Exempt Organization Deferred Compensation Plans..................7
Variable Account Performance.............................................................................7
   Standardized Total Return.............................................................................7
   Non-Standardized Total Return.........................................................................8
   Time Periods Before The Date The Variable Account Commenced Operations................................9
Tables Of Adjusted Historic Total Return Quotations......................................................9
Experts.................................................................................................12
Financial Statements....................................................................................F-1
</TABLE>



<PAGE>


                                      The Contract


Income Payments

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

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

     (b)  the Income Plan you have selected;

     (c)  the payment frequency you have selected;

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

     (e)  for variable  income payments only, the investment  performance  after
          the payout start date of the Variable Subaccounts you have selected.

Initial Monthly Income Payment

For both fixed and variable  income  payments,  we determine  the amount of your
initial income payment as follows. First, we subtract any applicable premium tax
charge from your contract  value on the valuation date next preceding the payout
start date. Next, we apply that amount to the Income Plan you have selected. For
the fixed portion of your income payments, we will use either the Income Payment
Tables in the Contract or our income payment tables in effect at the time of the
calculation,  whichever  table is more  favorable to the  annuitant.  For income
payments  on a  variable  basis,  we will use the Income  Payment  tables in the
Contract  (which  reflect the assumed  investment  rate of 3.0% which is used in
calculating subsequent variable income payments, as described below). The tables
show the amount of the periodic  payment an  annuitant  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  adjusted age and sex
(if we are  permitted to consider that factor) and the frequency of the payments
you have  selected.  The adjusted age is the actual age of the  annuitant on the
payout start date reduced by one year for each six full years between January 1,
1983 and the payout start date.

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 income  payments.  In those
states, we use the same annuity table for men and women.

Subsequent Monthly Payments

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

For a variable  income  payments,  the amount of the second and each  subsequent
monthly  payment  will  vary  depending  on the  investment  performance  of the
Variable Subaccounts to which you allocated your contract value after the payout
start date. We calculate  separately  the portion of the monthly  income payment
attributable to each Variable  Subaccount you have selected as follows.  When we
calculate  your initial  income  payment,  we also will  determine the number of
annuity units in each  Variable  Subaccount to allocate to your Contract for the
remainder  of the payout  phase.  For each  Variable  Subaccount,  we divide the
portion of the initial income payment  attributable to that Variable  Subaccount
by the annuity unit value for that Variable  Subaccount  on the  valuation  date
immediately  preceding  the payout  start date.  The number of annuity  units so
determined  for your Contract is fixed for the duration of the payout phase.  We
will determine the amount of each  subsequent  monthly  payment  attributable to
each Variable Subaccount by multiplying the number of annuity units allocated to
your Contract by the annuity unit value for that  Variable  Subaccount as of the
valuation period  immediately  preceding the date on which the income payment is
due. Since the number of annuity units is fixed,  the amount of each  subsequent
variable income payment will reflect the investment  performance of the Variable
Subaccounts you elected.

Transfers After The Payout Start Date

The Contract  provides that during the payout phase,  you have a limited ability
to make transfers  among the Variable  Subaccounts or increase the proportion of
your income  payments  consisting  of fixed income  payments.  No transfers  are
permitted  during the first six months after the payout start date.  Thereafter,
you can make transfers among the Variable  Subaccouts,  but these transfers must
be at  least  six  months  apart.  You can  make  transfers  from  the  Variable
Subaccounts  to  increase  your fixed  income  payments  only if you have chosen
Income Plan 3.

We will effect a transfer  among the Variable  Subaccounts at their annuity unit
value next determined  after we receive your  instructions.  After the transfer,
your subsequent  variable income payments will be based on your new annuity unit
balances.  If you wish to  transfer  value  from  the  Variable  Subaccounts  to
increase  your  fixed  income  payments,  we will  determine  the amount of your
additional  fixed  income  payments as follows.  First,  we will  determine  the
annuitized  value  represented  by the annuity units that you wish to apply to a
fixed income payment.  Then, we will apply that amount to the appropriate factor
for Income Plan 3, using  either the Income  Plan Tables in the  Contract or our
income payment tables in effect at the time of the calculation,  whichever table
is more favorable to the annuitant

Annuity Unit Value

We  determine  the value of an  annuity  unit  independently  for each  Variable
Subaccount.  Initially,  the annuity unit value for each Variable Subaccount was
set at $100.00.

The annuity unit value for each Variable  Subaccount  will vary depending on how
much the actual net investment  return of the Variable  Subaccount  differs from
the assumed  investment  rate that was used to prepare the income payment tables
in the  Contract.  Those  income  payment  tables  are  based on a 3.0% per year
assumed  investment  rate.  If the  actual  net  investment  rate of a  Variable
Subaccount  exceeds  3.0%,  the annuity  unit value will  increase  and variable
income  payments  derived from  allocations  to that  Variable  Subaccount  will
increase over time. Conversely,  if the actual net investment rate (that is, the
portfolio's  investment return minus a deduction of variable account charges) is
less than 3.0%,  the annuity unit value will  decrease  and the variable  income
payments  will  decrease  over time.  If the net  investment  rate of a Variable
Subaccount  equals 3.0%,  the annuity unit value will stay the same, as will the
variable income 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 income payments to increase (or not to
decrease).

For each  Variable  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 3.0% per year.

The Net Investment Factor measures the net investment  performance of a Variable
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 Variable 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
                           Variable  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  Variable   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  immediately  preceding  valuation
         period; and

(c)      is the annualized  mortality and expense risk charge and the annualized
         administrative expense risk 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.

Illustrative Example Of Annuity Unit Value Calculation

Assume that one share of a given Variable 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) - 0.000034246 = 1.001714006

The amount  subtracted from the ratio of the two net asset values  (0.000034246)
is the daily  equivalent of the annual  asset-based  expense charges against the
Variable Subaccount of 1.25% and a factor for the 3.0% assumed investment rate.

In the  example  given  above,  if the  annuity  unit  value  for  the  Variable
Subaccount  was  $101.03523  on Monday,  the annuity unit value on Tuesday would
have been:

                  $101.03523 x 1.001714006  = $101.20021
                           1.000080986

Illustrative Example Of Variable Income 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  Variable  Subaccount.  P is
also the sole  annuitant.  At age 60, P chooses to annuitize his Contract  under
Income Plan 1, Life Income with  Guaranteed  Payments for 120 Months.  As of the
last valuation date immediately preceding the payout start 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 Variable  Subaccount  at that same date
is $132.56932, and that the annuity unit value on the valuation date immediately
prior to the second income payment date is $133.27695.

P's first variable  income payment is determined  from the income payment tables
in P's Contract,  using the  information  assumed above,  with an adjustment for
age.  The tables  supply  monthly  income  payments  for each  $1,000 of applied
contract value. Accordingly,  P's first variable income payment is determined by
multiplying  the  monthly  installment  of $4.92 by the result of  dividing  P's
Account Value by $1,000:

             First Payment = $4.92 X ($116,412.31/$1,000) = $572.75

The number of P's annuity units is also  determined at this time. It is equal to
the  amount of the first  variable  income  payment  divided  by the value of an
annuity unit at the valuation date immediately prior to annuitization:

            annuity units = $572.75 divided by $132.56932 = 4.32037

P's second  variable  income 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 = 4.32037 x $133.27695 = $575.81

P's third and  subsequent  variable  income  payments  are  computed in the same
manner.

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

                        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 Variable  Account is not an entity separate from
Allstate,  and its operations form a part of the Company. As a consequence,  the
Variable  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 Variable  Account are  automatically  applied to increase  reserves
under the contract.  Under current Federal tax law,  Allstate  believes that the
Variable  Account  investment  income and capital gains will not be taxed to the
extent that such income and gains are applied to increase the reserves under the
Contract.  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  Variable  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 Variable Account,  then we may impose a charge against the Variable
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 payout phase.

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   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.

                              Variable Account Performance

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

Standardized Total Return

Standardized total return for a Variable 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 Variable 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.  When  factoring  the  contract
maintenance  charge,  we pro  rate  the  charge  by  dividing  the $35  contract
maintenance charge by an assumed contract size of $20,000.  We then multiply the
resulting  percentage  by a  hypothethical  $1,000  investment.  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 Variable  Subaccount  over the same time
periods  usually  would have differed  from those  produced by the  computation.
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 Variable  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 Variable 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 $20,000
                  T          =   average annual total return
                  n          =   number of years

                  ERV        =   ending  redeemable  value  of a  hypothetical
                                 $20,000  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 from standardized total return in that
in calculating non-standardized total return, we assumed an initial hypothetical
investment  of $20,000.  We chose  $20,000,  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 Variable  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 Variable Account Commenced Operations

The Variable  Account may also disclose  non-standardized  total return for time
periods before the Variable 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 current level of charges that apply to the
Variable Subaccounts under the Contract.

                   Tables Of Adjusted Historic Total Return Quotations

The tables below set out the adjusted  historic  total  returns for the Variable
Subaccounts for various periods as of December 31, 1998. This  performance  data
is based on the actual  performance  of the  Portfolios  since their  inception,
adjusted to reflect the effect of the current level of charges that apply to the
Variable Subaccounts under the Contract.

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------
                                                  Table 1

                    Adjusted Historic Portfolio Total Return As Of December 31, 1998 (2)
                                  Assuming Contract Is Surrendered

                                       Average Annual Total Return3
- ------------------------------------------------------------------------------------------------------------
                                        With Standard Death Benefit
                              (Total Variable Account Annual Expenses: 1.25%)
- ------------------------------------------------------------------------------------------------------------
<S>                                          <C>                <C>          <C>          <C>
                                                                                          10 Year or
Portfolio                                    Inception Date(2)  1 Year (%)   5 Year (%)   Since Inception (%)
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- ------------------------------------------------------------------------------------------------------------
AIM Variable Insurance Funds, Inc.
- ------------------------------------------------------------------------------------------------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   AIM V.I. Capital Appreciation                  5/5/93        11.70%       15.34%           16.94%
                                                  ======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   AIM V.I. Diversified Income                    5/5/93        -3.83%        N/A              5.52%
                                                  ======        ======        ===              =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   AIM V.I. Growth and Income                     5/5/93        26.33%       19.53%           19.02%
                                                  ======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   AIM V.I. International Equity                  5/5/93         7.91%        9.43%           11.54%
                                                  ======         =====        =====           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   AIM V.I. Value                                 5/5/93        24.60%       19.80%           20.05%
                                                  ======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
Fidelity VIP (VIP)
- ------------------------------------------------------------------------------------------------------------
  Fidelity VIP Growth                            10/9/86        31.62%       19.83%           17.82%
                                                 =======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
  Fidelity VIP High Income                       9/19/85       -11.65%        6.90%            6.86%
                                                 =======       =======        =====            =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
  Fidelity VIP Overseas                          1/28/87         5.27%        7.81%            8.58%
                                                 =======         =====        =====            =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
Fidelity VIP II (VIP II)
- ------------------------------------------------------------------------------------------------------------
  Fidelity VIPII Contrafund                       1/3/95        22.23%        N/A             26.39%
                                                  ======        ======        ===             ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
  Fidelity VIPII Index 500                       8/27/92        16.49%       19.24%           17.12%
                                                 =======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
  Fidelity VIPII Investment Grade                12/5/88         1.36%        4.78%            5.16%
                                                 =======         =====        =====            =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
MFS Variable Insurance Trust
- ------------------------------------------------------------------------------------------------------------
   MFS Bond                                      10/24/95       -0.67%        N/A              4.15%
                                                 ========       ======        ===              =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   MFS Growth with Income                        10/9/95        14.67%        N/A             23.41%
                                                 =======        ======        ===             ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   MFS High Income                               7/26/95        -7.55%        N/A              6.18%
                                                 =======        ======        ===              =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   MFS New Discovery                             4/29/98         N/A          N/A             -7.03%
- -------------------------------------------- ---------------- ------------ ------------ --------------------
Oppenheimer Variable Account Funds
- ------------------------------------------------------------------------------------------------------------
   Oppenheimer Bond/VA                            4/3/85        -0.66%        5.09%            7.72%
                                                  ======        ======        =====            =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Oppenheimer Capital Appreciation/VA            4/3/85        16.33%       20.19%           14.93%
                                                  ======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Oppenheimer Global Securities/VA              11/12/90        6.55%        7.75%           10.94%
                                                 ========        =====        =====           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Oppenheimer High Income/VA                    4/30/86        -7.07%        6.72%           11.04%
                                                 =======        ======        =====           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Oppenheimer Small Cap Growth/VA                5/1/98         N/A          N/A            -15.91%
- -------------------------------------------- ---------------- ------------ ------------ --------------------
Van Kampen Life Investment Trust
- ------------------------------------------------------------------------------------------------------------
   Van Kampen Comstock                           4/30/99         N/A          N/A              N/A
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Van Kampen Emerging Growth                     7/3/95        29.67%        N/A             23.85%
                                                  ======        ======        ===             ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Van Kampen Money Market(1)                       4/7/86        -2.42%        2.90%            3.79%
                                                  ======        ======        =====            =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Van Kampen Domestic Income                    11/4/87        -1.39%        2.90%           -3.70%
                                                 =======        ======        =====           ======
- ------------------------------------------------------------------------------------------------------------
                               With Enhanced Death and Income Benefit Rider
                              (Total Variable Account Annual Expenses: 1.65%)
- ------------------------------------------------------------------------------------------------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
                                                                                        10 Year ^ or
Portfolio                                    Inception Date(2)  1 Year (%)   5 Year (%)   Since Inception (%)
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- ------------------------------------------------------------------------------------------------------------
AIM Variable Insurance Funds, Inc.
- ------------------------------------------------------------------------------------------------------------

   AIM V.I. Capital Appreciation                   5/5/93        11.23%       14.87%           16.46%
                                                   ======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   AIM V.I. Diversified Income                     5/5/93        -4.24%        N/A              5.08%
                                                   ======        ======        ===              =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   AIM V.I. Growth and Income                      5/5/93        25.79%       19.03%           18.54%
                                                   ======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   AIM V.I. International Equity                   5/5/93         7.45%        8.97%           11.08%
                                                   ======         =====        =====           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   AIM V.I. Value                                  5/5/93        24.07%       19.30%           19.56%
                                                   ======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
Fidelity VIP (VIP)
- ------------------------------------------------------------------------------------------------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
  Fidelity VIP Growth                             10/9/86        31.07%       19.34%           17.34%
                                                  =======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
  Fidelity VIP High Income                        9/19/85       -12.03%        6.45%            6.43%
                                                  =======       =======        =====            =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
  Fidelity VIP Overseas                           1/28/87         4.82%        7.36%            8.14%
                                                  =======         =====        =====            =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
Fidelity VIP II (VIP II)
- ------------------------------------------------------------------------------------------------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
  Fidelity VIPII Contrafund                        1/3/95        21.71%        N/A             25.86%
                                                   ======        ======        ===             ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
  Fidelity VIPII Index 500                        8/27/92        16.00%       18.75%           16.64%
                                                  =======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
  Fidelity VIPII Investment Grade                 12/5/88         0.93%        4.35%            4.73%
                                                  =======         =====        =====            =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- ------------------------------------------------------------------------------------------------------------
MFS Variable Insurance Trust
- ------------------------------------------------------------------------------------------------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   MFS Bond                                       10/24/95       -1.10%        N/A              3.71%
                                                  ========       ======        ===              =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   MFS Growth with Income                         10/9/95        14.18%        N/A             22.90%
                                                  =======        ======        ===             ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   MFS High Income                                7/26/95        -7.95%        N/A              5.73%
                                                  =======        ======        ===              =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   MFS New Discovery                              4/29/98         N/A          N/A             -7.43%
- -------------------------------------------- ---------------- ------------ ------------ --------------------
Oppenheimer Variable Account Funds
- ------------------------------------------------------------------------------------------------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Oppenheimer Bond/VA                             4/3/85        -1.08%        4.66%            7.28%
                                                   ======        ======        =====            =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Oppenheimer Capital Appreciation/VA             4/3/85        15.83%       19.70%           14.46%
                                                   ======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Oppenheimer Global Securities/VA               11/12/90        6.10%        7.30%           10.49%
                                                  ========        =====        =====           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Oppenheimer High Income/VA                     4/30/86        -7.48%        6.27%           10.59%
                                                  =======        ======        =====           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Oppenheimer Small Cap Growth/VA                 5/1/98         N/A          N/A            -16.27%
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- ------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment Trust
- ------------------------------------------------------------------------------------------------------------
   Van Kampen Comstock                            4/30/99         N/A          N/A              N/A
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Van Kampen Emerging Growth                      7/3/95        10.55%        N/A             18.12%
                                                   ======        ======        ===             ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Van Kampen Money Market (1)                     4/7/86        -2.84%        2.47%            3.37%
                                                   ======        ======        =====            =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Van Kampen Domestic Income                     11/4/87        -1.88%        2.47%           -4.10%
                                                  =======        ======        =====           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
</TABLE>

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

2 The  variable  account  commenced  operations  in July 1999.  Once  available,
standardized  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 $20,000, 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;  and (3) reflect the deduction of either
1.65%  (for the  Enhanced  Death and  Living  Benefit  Rider) or 1.25%  (for the
Standard  Death  Benefit) in annual  variable  account  charges and a $35 annual
contract  maintenance charge; and (4) reflect the applicable  withdrawal charge.
The impact of the contract  maintenance  charge on investment  returns will vary
depending on the size of the  Contract  and is reflected as an annual  charge of
0.175% of  Variable  Subaccount  assets.  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 certain  investment  advisers waived all or part of
the advisory fee or  reimbursed  the  portfolio  for a portion of its  expenses.
Otherwise, total returns would have been lower.

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------
                                                  Table 2

                    Adjusted Historic Portfolio Total Return As Of December 31, 1998 (2)
                                   Assuming Contract Is Not Surrendered

                                       Average Annual Total Return(3)
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
                                        With Standard Death Benefit
                              (Total Variable Account Annual Expenses: 1.25%)
- ------------------------------------------------------------------------------------------------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
<S>                                          <C>                <C>          <C>          <C>
                                                                                          10 Year  or
Portfolio                                    Inception Date(2)  1 Year (%)   5 Year (%)   Since Inception (%)
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- ------------------------------------------------------------------------------------------------------------
AIM Variable Insurance Funds, Inc.
- ------------------------------------------------------------------------------------------------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   AIM V.I. Capital Appreciation                   5/5/93        17.83%       15.77%           17.27%
                                                   ======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   AIM V.I. Diversified Income                     5/5/93         2.30%        5.78%            6.03%
                                                   ======         =====        =====            =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   AIM V.I. Growth and Income                      5/5/93        32.45%       19.92%           19.35%
                                                   ======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   AIM V.I. International Equity                   5/5/93        14.03%        9.93%           11.94%
                                                   ======        ======        =====           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   AIM V.I. Value                                  5/5/93        30.72%       20.18%           20.36%
                                                   ======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- ------------------------------------------------------------------------------------------------------------
Fidelity VIP (VIP)
- ------------------------------------------------------------------------------------------------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
  Fidelity VIP Growth                             10/9/86        37.75%       20.22%           17.92%
                                                  =======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
  Fidelity VIP High Income                        9/19/85        -5.52%        7.44%            7.02%
                                                  =======        ======        =====            =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
  Fidelity VIP Overseas                           1/28/87        11.40%        8.34%            8.71%
                                                  =======        ======        =====            =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- ------------------------------------------------------------------------------------------------------------
Fidelity VIP II (VIP II)
- ------------------------------------------------------------------------------------------------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
  Fidelity VIPII Contrafund                        1/3/95        28.36%        N/A             27.01%
                                                   ======        ======        ===             ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
  Fidelity VIPII Index 500                        8/27/92        22.62%       19.63%           17.37%
                                                  =======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
  Fidelity VIPII Investment Grade                 12/5/88         7.49%        5.37%            5.30%
                                                  =======         =====        =====            =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- ------------------------------------------------------------------------------------------------------------
MFS Variable Insurance Trust
- ------------------------------------------------------------------------------------------------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   MFS Bond                                       10/24/95        5.46%        N/A              5.56%
                                                  ========        =====        ===              =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   MFS Growth with Income                         10/9/95        20.80%        N/A             24.38%
                                                  =======        ======        ===             ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   MFS High Income                                7/26/95        -1.42%        N/A              7.41%
                                                  =======        ======        ===              =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   MFS New Discovery                              4/29/98         N/A          N/A              1.99%
                                                  =======         ===          ===              =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- ------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Funds
- ------------------------------------------------------------------------------------------------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Oppenheimer Bond/VA                             4/3/85         5.47%        5.67%            7.85%
                                                   ======         =====        =====            =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Oppenheimer Capital Appreciation/VA             4/3/85        22.45%       20.57%           15.05%
                                                   ======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Oppenheimer Global Securities/VA               11/12/90       12.68%        8.29%           11.08%
                                                  ========       ======        =====           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Oppenheimer High Income/VA                     4/30/86        -0.95%        7.26%           11.15%
                                                  =======        ======        =====           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Oppenheimer Small Cap Growth/VA                 5/1/98         N/A          N/A             -7.10%
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- ------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment Trust
- ------------------------------------------------------------------------------------------------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Van Kampen Comstock                            4/30/99         N/A          N/A              N/A
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Van Kampen Emerging Growth                      7/3/95        35.79%        N/A             24.69%
                                                   ======        ======        ===             ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Van Kampen Money Market(1)                      4/7/86         3.71%        3.52%            3.94%
                                                   ======         =====        =====            =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Van Kampen Domestic Income                     11/4/87         4.74%       -0.86%           -3.45%
                                                  =======         =====       ======           ======
- ------------------------------------------------------------------------------------------------------------
                               With Enhanced Death and Income Benefit Rider
                              (Total Variable Account Annual Expenses: 1.65%)
- ------------------------------------------------------------------------------------------------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
                                                                                          10 Year or
Portfolio                                    Inception Date(2)  1 Year (%)   5 Year (%)   Since Inception (%)
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- ------------------------------------------------------------------------------------------------------------
AIM Variable Insurance Funds, Inc.
- ------------------------------------------------------------------------------------------------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   AIM V.I. Capital Appreciation                   5/5/93        17.35%       15.30%           16.80%
                                                   ======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   AIM V.I. Diversified Income                     5/5/93         1.88%        5.35%            5.60%
                                                   ======         =====        =====            =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   AIM V.I. Growth and Income                      5/5/93        31.92%       19.43%           18.87%
                                                   ======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   AIM V.I. International Equity                   5/5/93        13.57%        9.49%           11.49%
                                                   ======        ======        =====           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   AIM V.I. Value                                  5/5/93        30.19%       19.69%           19.87%
                                                   ======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- ------------------------------------------------------------------------------------------------------------
Fidelity VIP (VIP)
- ------------------------------------------------------------------------------------------------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
  Fidelity VIP Growth                             10/9/86        37.19%       19.73%           17.44%
                                                  =======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
  Fidelity VIP High Income                        9/19/85        -5.91%        7.00%            6.58%
                                                  =======        ======        =====            =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
  Fidelity VIP Overseas                           1/28/87        10.95%        7.90%            8.27%
                                                  =======        ======        =====            =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- ------------------------------------------------------------------------------------------------------------
Fidelity VIP II (VIP II)
- ------------------------------------------------------------------------------------------------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
  Fidelity VIPII Contrafund                        1/3/95        27.84%        N/A             26.50%
                                                   ======        ======        ===             ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
  Fidelity VIPII Index 500                        8/27/92        22.12%       19.14%           16.89%
                                                  =======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
  Fidelity VIPII Investment Grade                 12/5/88         7.05%        4.94%            4.88%
                                                  =======         =====        =====            =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- ------------------------------------------------------------------------------------------------------------
MFS Variable Insurance Trust
- ------------------------------------------------------------------------------------------------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   MFS Bond                                       10/24/95        5.03%        N/A              5.13%
                                                  ========        =====        ===              =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   MFS Growth with Income                         10/9/95        20.31%        N/A             23.88%
                                                  =======        ======        ===             ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   MFS High Income                                7/26/95        -1.82%        N/A              6.97%
                                                  =======        ======        ===              =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   MFS New Discovery                              4/29/98         N/A          N/A              1.58%
                                                  =======         ===          ===              =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- ------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Funds
- ------------------------------------------------------------------------------------------------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Oppenheimer Bond/VA                             4/3/85         5.04%        5.24%            7.41%
                                                   ======         =====        =====            =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Oppenheimer Capital Appreciation/VA             4/3/85        21.96%       20.09%           14.58%
                                                   ======        ======       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Oppenheimer Global Securities/VA               11/12/90       12.22%        7.86%           10.63%
                                                  ========       ======        =====           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Oppenheimer High Income/VA                     4/30/86        -1.35%        6.83%           10.70%
                                                  =======        ======        =====           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Oppenheimer Small Cap Growth/VA                 5/1/98         N/A          N/A             -7.48%
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- ------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment Trust
- ------------------------------------------------------------------------------------------------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Van Kampen Comstock                            4/30/99         N/A          N/A              N/A
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Van Kampen Emerging Growth                      7/3/95        16.68%        N/A             19.05%
                                                   ======        ======        ===             ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Van Kampen Money Market (1)                     4/7/86         3.29%        3.10%            3.52%
                                                   ======         =====        =====            =====
- -------------------------------------------- ---------------- ------------ ------------ --------------------
- -------------------------------------------- ---------------- ------------ ------------ --------------------
   Van Kampen Domestic Income                     11/4/87         4.25%       -1.28%           -3.85%
                                                  =======         =====       ======           ======
- -------------------------------------------- ---------------- ------------ ------------ --------------------
</TABLE>

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

2 The  variable  account  commenced  operations  in July 1999.  Once  available,
standardized  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 $20,000, 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; (3) reflect the deduction of either 1.65%
(for the  Enhanced  Death and Living  Benefit  Rider) or 1.25% (for the Standard
Death  Benefit) in annual  variable  account  charges and a $35 annual  contract
maintenance  charge,  but do not reflect the applicable  withdrawal  charge. The
impact of the  contract  maintenance  charge  on  investment  returns  will vary
depending on the size of the  Contract  and is reflected as an annual  charge of
0.175% of  Variable  Subaccount  assets.  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 certain  investment  advisers waived all or part of
the advisory fee or  reimbursed  the  portfolio  for a portion of its  expenses.
Otherwise, total returns would have been lower.

                                     Experts

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

                              Financial Statements

The financial statements of Allstate Life Insurance Company,  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.

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.

<PAGE>



                         ALLSTATE LIFE INSURANCE COMPANY
                         -------------------------------


                 Combined Financial Statements (Statutory Basis)
                    for the Years Ended December 31, 1998 and
                      1997 and Independent Auditors' Report












                                      F-1
<PAGE>






INDEPENDENT AUDITORS' REPORT


TO THE BOARD OF DIRECTORS OF
ALLSTATE LIFE INSURANCE COMPANY:


We  have  audited  the  accompanying  combined  statutory  basis  statements  of
financial position of Allstate Life Insurance Company (a wholly-owned subsidiary
of Allstate Insurance Company) and U.S. domiciled,  life and accident and health
insurance subsidiaries (the "Company") as of December 31, 1998 and 1997, and the
related combined statutory basis statements of operations,  capital and surplus,
and cash flows for the years then  ended.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

As described  in Note 2 to the  financial  statements,  the Company has prepared
these combined  financial  statements using accounting  practices  prescribed or
permitted by the insurance department of the applicable state of domicile, which
is a comprehensive  basis of accounting other than generally accepted accounting
principles.  The effects on the combined financial statements of the differences
between  statutory  basis  of  accounting  and  generally  accepted   accounting
principles, are material.

In our opinion,  because of the effects of the differences between the two bases
of accounting  referred to in the preceding  paragraph,  such combined financial
statements  do  not  present  fairly,  in  conformity  with  generally  accepted
accounting principles, the financial position of Allstate Life Insurance Company
and U.S.  domiciled,  life and accident and health insurance  subsidiaries as of
December 31, 1998 and 1997,  and the results of their  operations and their cash
flows for the years then ended.

In our opinion,  the combined  financial  statements  referred to above  present
fairly,  in all  material  respects,  the  financial  position of Allstate  Life
Insurance  Company and, U.S.  domiciled,  life and accident and health insurance
subsidiaries  as of  December  31,  1998  and  1997,  and the  results  of their
operations  and  their  cash  flows for the years  then  ended,  on the basis of
accounting described in Note 2.




/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois
April 2, 1999




                                       F-2
<PAGE>

                         ALLSTATE LIFE INSURANCE COMPANY
                    COMBINED STATEMENTS OF FINANCIAL POSITION
                                (Statutory Basis)

                                                              DECEMBER 31,
                                                     ---------------------------
($ in thousands)                                           1998         1997
                                                     ------------- -------------

ASSETS
Cash and invested assets
     Bonds (fair value $25,480,639 and $24,315,518)   $23,359,823  $22,487,471
     Preferred stocks (alternative carrying value
         $325,954 and $271,468)                           294,478      231,794
     Common stocks (cost $232,780 and $246,739)           428,034      443,135
     Mortgage loans on real estate                      3,316,586    2,987,144
     Real estate                                           25,196      246,550
     Policy loans                                         570,001      528,367
     Cash                                                  90,715       65,060
     Short-term investments                               420,013      102,178
     Other invested assets                                232,855      300,536
     Allocation of assets from the Separate Accounts            -       28,869
                                                       ----------  -----------
          Cash and invested assets                     28,737,701   27,421,104
Investment income due and accrued                         342,535      335,034
Life and accident and health insurance
     premiums due and deferred                            129,692      120,652
Other assets                                               69,655       98,527
Assets related to Separate Accounts                    10,877,884    8,207,364
                                                       ----------  -----------
      Total assets                                    $40,157,467  $36,182,681
                                                      ===========  ===========

LIABILITIES
Policy benefit and other insurance reserves           $26,073,039  $25,160,084
Interest maintenance reserve                              116,821       79,702
Federal income taxes due or accrued                        30,813       31,260
Payable to parent and affiliates                           64,045       63,619
Other liabilities and accrued expenses                    162,900       68,761
Asset valuation reserve                                   374,475      366,553
Allocation of assets to the Separate Accounts              32,164            -
Liabilities related to Separate Accounts               10,877,884    8,207,364
                                                      -----------   ----------
         Total liabilities                             37,732,141   33,977,343
                                                       ----------   ----------

CAPITAL AND SURPLUS
Preferred capital stock                                   174,999      162,279
Capital paid up (common stock, $214 and $200 par
  value, in 1998 and 1997, respectively; 22,700 and
  21,400 shares authorized, issued and outstanding
  in 1998 and 1997, respectively)                           4,858        4,280
Gross paid in and contributed capital                     556,526      556,826
Unassigned surplus                                      1,688,943    1,481,953
                                                      -----------    ---------
      Total capital and surplus                         2,425,326    2,205,338
                                                      -----------  -----------
      Total liabilities, capital  and surplus         $40,157,467  $36,182,681
                                                      ===========  ===========




See notes to combined financial statements (statutory basis).


                                       F-3
<PAGE>

<TABLE>
<CAPTION>
                         ALLSTATE LIFE INSURANCE COMPANY
                        COMBINED STATEMENTS OF OPERATIONS
                                (Statutory Basis)

                                                                 YEAR ENDED DECEMBER 31,
                                                                 ------------------------
<S>                                                              <C>          <C>
($ in thousands)                                                   1998           1997
                                                                 -----------  -----------
REVENUES
Premiums and annuity considerations                              $ 6,016,947  $ 5,036,034
Net investment income, including amortization of the
     interest maintenance reserve of $82,428 and $42,847           2,132,327    2,097,481
Income from fees associated with Separate Accounts                   119,987       86,414
Operations from Separate Accounts                                       --         (1,829)
Other income                                                         156,397      108,267
                                                                 -----------  -----------
                                                                   8,425,658    7,326,367
                                                                 -----------  -----------
POLICY BENEFITS AND EXPENSES
Provision for policy benefits                                      4,369,917    3,892,440
Commissions and general insurance expenses                           993,773      886,677
Insurance taxes, licenses and fees                                    66,870       67,585
Net transfers to Separate Accounts                                 1,393,665      918,406
Maturities and other scheduled payments                            1,258,517    1,099,014
                                                                 -----------  -----------
                                                                   8,082,742    6,864,122
                                                                 -----------  -----------
Net gain from operations before dividends to policyholders,
  federal income taxes and net realized capital gains                342,916      462,245
Dividends to policyholders                                               169          219
                                                                 -----------  -----------
Net gain from operations after dividends to policyholders and
  before federal income taxes and net realized capital gains         342,747      462,026
Federal income taxes                                                 105,789      160,091
                                                                 -----------  -----------

Net gain from operations after dividends to policyholders and
  federal income taxes and before net realized capital gains         236,958      301,935
Net realized capital gains less federal income taxes and
     amounts transferred to the interest maintenance reserve         148,863       68,498
                                                                 -----------  -----------
Net income                                                       $   385,821  $   370,433
                                                                 ===========  ===========

<FN>


See notes to combined financial statements (statutory basis).
</FN>

</TABLE>

                                       F-4
<PAGE>


<TABLE>
<CAPTION>


                         ALLSTATE LIFE INSURANCE COMPANY
                   COMBINED STATEMENTS OF CAPITAL AND SURPLUS
                              (Statutory Basis)

                                                                         YEAR ENDED DECEMBER  31,
                                                                        -------------------------
<S>                                                                     <C>           <C>
($ in thousands)                                                         1998          1997
                                                                        -----------   -----------

CAPITAL AND SURPLUS, BEGINNING OF YEAR                                  $ 2,205,338   $ 1,849,905

Net income                                                                  385,821       370,433

Change in net unrealized capital gains                                      (32,471)       41,845

Change in non-admitted assets                                               (12,170)       (9,699)

Change in reserve on account of change in valuation basis                   (15,816)         --

Change in asset valuation reserve                                            (7,922)       90,693

Federal income tax prior-period adjustment                                     --         (27,029)

Net deferrral (amortization) of gain on disposition of credit business       (2,076)        9,219

Dividends to stockholders                                                  (108,376)     (133,652)

Capital contributions                                                        12,998        13,623
                                                                        -----------   -----------

CAPITAL AND SURPLUS, END OF YEAR                                        $ 2,425,326   $ 2,205,338
                                                                        ===========   ===========


<FN>

See notes to combined financial statements (statutory basis).
</FN>

</TABLE>




                                       F-5
<PAGE>


<TABLE>
<CAPTION>



                         ALLSTATE LIFE INSURANCE COMPANY
                        COMBINED STATEMENTS OF CASH FLOWS
                                (Statutory Basis)

                                                              YEAR ENDED DECEMBER  31,
                                                            ---------------------------
<S>                                                         <C>            <C>
($ in thousands)                                                1998             1997
                                                            ------------   ------------
CASH FROM OPERATIONS
Premiums and annuity considerations                         $  4,654,152   $  2,849,838
Annuity and other fund deposits                                1,241,216      2,084,764
Investment income received                                     1,948,065      1,964,536
Other premiums, considerations and deposits                      114,532         89,849
Income from fees associated with Separate Accounts               119,987         86,414
Allowances and reserve adjustments received
      on reinsurance ceded                                       127,034         99,829
Other income received                                             14,458          5,388
Life and accident and health claims,
     surrender benefits and other benefits paid               (4,733,438)    (4,171,885)
Commissions, other expenses and taxes paid
     (excluding federal income taxes)                         (1,046,252)      (941,673)
Net transfers to Separate Accounts                            (1,373,785)    (1,025,577)
Dividends paid to policyholders                                     (188)          (212)
Federal income taxes paid (excluding tax on capital gains)      (106,233)      (118,743)
                                                            ------------   ------------
         Net cash from operations                                959,548        922,528
                                                            ------------   ------------
CASH FROM INVESTMENTS
Proceeds from investments sold, matured or repaid,
     net of tax                                               10,452,592      9,518,100
Cost of long-term investments acquired                       (11,075,203)   (10,453,422)
Net increase in policy loans                                     (41,633)       (38,041)
                                                            ------------   ------------
         Net cash from (used for) investments                   (664,244)      (973,363)
                                                            ------------   ------------
CASH FROM FINANCING AND MISCELLANEOUS SOURCES
Surplus paid in                                                   12,720         13,343
Dividends to stockholders                                       (108,098)      (133,372)
Other                                                            143,564         29,596
                                                            ------------   ------------
         Net cash from (used for) financing and
             miscellaneous sources                                48,186        (90,433)
                                                            ------------   ------------
Net change in cash and short-term investments                    343,490       (141,268)
Cash and short-term investments at beginning of year             167,238        308,506
                                                            ------------   ------------
Cash and short-term investments at end of year              $    510,728   $    167,238
                                                            ============   ============
<FN>

See notes to combined financial statements (statutory basis).

</FN>

</TABLE>


                                       F-6
<PAGE>


                         ALLSTATE LIFE INSURANCE COMPANY
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                (Statutory Basis)
                     YEARS ENDED DECEMBER 31, 1998 AND 1997


     ($ in thousands)

1.   GENERAL

     BASIS OF PRESENTATION

          The accompanying combined statutory basis financial statements include
     the accounts of Allstate  Life  Insurance  Company  ("ALIC") and its wholly
     owned U.S.  domiciled  life,  accident and health  insurance  subsidiaries,
     Northbrook Life Insurance  Company  ("NLIC"),  Lincoln Benefit Life Company
     ("LBL"), Surety Life Insurance Company ("SLIC"), Glenbrook Life and Annuity
     Company ("GLAC"),  and Allstate Life Insurance Company of New York ("ALNY")
     (collectively  the "Company").  ALIC is wholly owned by Allstate  Insurance
     Company ("AIC"), a wholly owned subsidiary of The Allstate Corporation (the
     "Corporation").

          To conform with the 1998  presentation,  certain  amounts in the prior
     year's financial statements and notes have been reclassified.

     NATURE OF OPERATIONS

          The Company markets a broad line of life insurance,  annuity and group
     pension products countrywide.  Life insurance includes traditional products
     such as whole life and term life  insurance,  as well as universal life and
     other   interest-sensitive   life  products.   Annuities  include  deferred
     annuities,  such as variable  annuities  and fixed rate single and flexible
     premium annuities,  and immediate  annuities such as structured  settlement
     annuities.   The  Company's  group  pension  products  include   guaranteed
     investment  contracts and retirement  annuities.  In 1998, annuity premiums
     and deposits represented approximately 75% of the Company's total statutory
     premiums and deposits.

          The Company  utilizes  various  modeling  techniques  in managing  the
     relationship  between assets and liabilities.  The fixed income  securities
     supporting  the  Company's  obligations  have been selected to meet, to the
     extent  possible,  the  anticipated  cash flow  requirements of the related
     liabilities.  The Company  employs  strategies  to minimize its exposure to
     interest  rate risk and to  maintain  investments  which  are  sufficiently
     liquid to meet  obligations  to  contractholders  in various  interest rate
     scenarios.

          The Company monitors economic and regulatory  developments  which have
     the  potential  to impact  its  business.  Such  events  would  present  an
     increased  level of competition for sales of the Company's life and annuity
     products.    Furthermore,   the   market   for   deferred   annuities   and
     interest-sensitive  life  insurance  is  enhanced  by  the  tax  incentives
     available  under  current law. Any  legislative  changes which lessen these
     incentives are likely to negatively impact the demand for these products.

          Although the Company currently benefits from agreements with financial
     services  entities which market and distribute its products,  consolidation
     within  that  industry  and  specifically,  a change  in  control  of those
     entities with which the Company partners, could affect the Company's sales.

          Additionally,   traditional   demutualizations   of  mutual  insurance
     companies  and enacted  and  pending  state  legislation  to permit  mutual
     insurance  companies  to  convert to a hybrid  structure  known as a mutual
     holding  company could have a number of significant  effects on the Company
     by (1) increasing  industry  competition  through  consolidation  caused by
     mergers and acquisitions related to the new corporate form of business; and
     (2) increasing competition in the capital markets.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     STATUTORY BASIS OF PRESENTATION

          The combined  financial  statements  were prepared in accordance  with
     accounting practices prescribed or permitted by the insurance department of
     the applicable state of domicile. Prescribed statutory accounting practices
     include a variety of publications of the National  Association of Insurance
     Commissioners  ("NAIC"),  as well as state  laws,  regulations  and general
     administrative  rules.  Permitted statutory  accounting practices encompass
     accounting practices not so prescribed. The Company has received permission
     to include  investment  income,  unrealized  gains and losses and  realized
     gains and  losses on  hedging  investments  used to hedge the  equity  risk
     embedded in equity  indexed  annuity  products in investment  income.  This
     permitted  practice  does  not  materially  effect  surplus  or  risk-based
     capital.


                                       F-7
<PAGE>

                         ALLSTATE LIFE INSURANCE COMPANY
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                (Statutory Basis)
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
($ in thousands)

          The NAIC authorized a project to codify statutory accounting practices
     among  the  various  states.   The  NAIC  has  approved  revised  statutory
     accounting  principles as a result of the codification  project.  Dates for
     adoption and implementation,  however,  will be determined on an individual
     state basis. The requirements are not expected to have a material impact on
     the statutory surplus of the Company.

          Accounting  practices  and  procedures  of the NAIC as  prescribed  or
     permitted by the insurance  department of the applicable  state of domicile
     comprise a comprehensive  basis of accounting other than generally accepted
     accounting  principles  ("GAAP").  The more significant  differences are as
     follows:

     a.   Certain  costs  of  acquiring  new   business,   principally   agents'
          remuneration,  certain underwriting costs and direct mail solicitation
          costs,  are expensed as incurred rather than deferred and amortized to
          income as premiums are earned.

     b.   Statutory   policy  reserves  are  based  on  mortality  and  interest
          assumptions prescribed or permitted by statutes, without consideration
          of withdrawals. Statutory policy reserves generally differ from policy
          reserves  under GAAP,  which are based on the  Company's  estimates of
          mortality,  interest and withdrawals.  The effect,  if any,on reserves
          due to a change in reserve on account of change in valuation  basis is
          recorded  directly to unassigned  surplus  rather than included in the
          determination of net gain from operations.

     c.   The asset  valuation  reserve  ("AVR") is determined by formula and is
          based on the  Company's  holdings of  mortgages,  real estate,  bonds,
          stocks and other  invested  assets.  This valuation  reserve  requires
          appropriation  of  surplus  to provide  for  possible  losses on these
          investments.  Realized and unrealized capital gains and losses,  other
          than those resulting from interest rate changes,  are added or charged
          to the AVR.  Changes in the AVR are  recorded  directly to  unassigned
          surplus.  Under GAAP,  provisions  are  recognized for declines in the
          value of fixed income  securities  that are other than  temporary  and
          impaired  mortgage  loans.  Such  writedowns  are included in realized
          capital gains and losses.

     d.   The interest  maintenance  reserve  ("IMR") is used to defer  realized
          capital gains and losses,  net of tax, on sales,  calls and maturities
          of bonds and certain other investments which result from interest rate
          changes.  These gains and losses are then  amortized  into  investment
          income over the expected  remaining life of the investments sold. This
          reserve is not provided under GAAP.

     e.   Bonds are generally stated at amortized cost rather than fair value.

     f.   Certain assets, principally prepaid commissions, computer software and
          furniture and equipment,  are designated as "non-admitted assets," and
          are charged directly to unassigned surplus in the statutory  financial
          statements.

     g.   Taxes are provided for amounts currently due or recoverable.  Deferred
          income  taxes  resulting  from  temporary   differences   between  the
          statutory  financial statement and tax bases of assets and liabilities
          are not reflected in the statutory financial statements.

     h.   Premium  receipts and benefits on universal  life-type and  investment
          contracts are recorded as revenue and expense for statutory  purposes.
          Under GAAP, revenues on universal life-type contracts are comprised of
          contract  charges and fees which are recognized when assessed  against
          the policyholder account balance, and revenues on investment contracts
          include  contract  charges and fees for  contract  administration  and
          surrenders.  Additionally, premium receipts on universal life-type and
          investment  contracts  are  considered  deposits  and are  recorded as
          interest-bearing liabilities.

     i.   Certain  postretirement   benefits  are  accrued  when  employees  are
          eligible  for such  benefits  rather  than over the  period  employees
          become eligible.

                                      F-8
<PAGE>
                         ALLSTATE LIFE INSURANCE COMPANY
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                (Statutory Basis)
                     YEARS ENDED DECEMBER 31, 1998 AND 1997

($ in thousands)

     j.   Pension  cost is equal to the amount to be funded in  accordance  with
          accepted  actuarial cost methods rather than recognizing  pension cost
          over the period the  participants  render  service to the  Company and
          recording a liability currently for all unfunded costs.

     k.   Reinsurance  recoverables on unpaid losses are reported as a reduction
          of policy benefit and other insurance reserves rather than reported as
          an asset.

     l.   The assets and  reserves  relating to market  value  adjusted  annuity
          contracts are reflected as assets and liabilities  related to Separate
          Accounts and are carried at fair value.  Premium receipts and benefits
          on these  contracts  are  recorded  as  revenue  and  expense  and are
          transferred  to the Separate  Accounts.  Under GAAP,  these assets are
          reported as bonds and mortgage  loans.  Bonds  designated as available
          for sale are carried at fair value and  mortgage  loans are carried at
          outstanding  principal balance, net of unamortized premium or discount
          and valuation  allowances.  Liabilities are reported as contractholder
          funds. Revenues are comprised of contract charges and fees or contract
          administration and surrenders.

     INVESTMENTS
          Investments  are  stated at  values  prescribed  by the  NAIC.  Bonds,
     including   collateralized   mortgage   obligations  and  other  structured
     securities,  are stated at amortized  cost or, for lower credit  ratings at
     the lower of amortized cost or NAIC fair value. Preferred stocks are stated
     at the lower of cost or fair value.  Short-term  investments  are stated at
     amortized cost, which approximates fair value.

          Mortgage loans are carried at amortized  cost. The maximum and minimum
     lending rates were 8.1% and 6.3%,respectively,  for loans made in 1998. The
     maximum percentage of any one loan to the value of the security at the time
     of the loan, exclusive of insured or guaranteed or purchase money mortgages
     was  80.4%  for loans  made in 1998.  Fire  insurance  is  required  on all
     properties  securing mortgage loans in an amount which is at least equal to
     the  lesser  of  either  the  insurable  value of the  improvements  or the
     outstanding principal balance of the loan. Such coverage either exceeds the
     outstanding  principal  balance  less the  value  of the  land or  provides
     coverage equal to the replacement cost of the improvements.

          Investments in real estate and properties  acquired in satisfaction of
     debt are stated at lower of depreciated cost or fair value.

          Common stocks are carried at market value. Policy loans are carried at
     the unpaid  principal  balances.  Investment  income consists  primarily of
     interest and  dividends.  Interest is  recognized  on an accrual  basis and
     dividends  are  recorded  at  the  ex-dividend  date.  Interest  income  on
     mortgage-backed and asset-backed  securities is determined on the effective
     yield method based on estimated principal repayments.  Accrual of income is
     suspended  for bonds and  mortgage  loans  that are in  default or when the
     receipt of interest payments is in doubt. Realized capital gains and losses
     are determined on a specific identification basis.

     DERIVATIVE FINANCIAL INSTRUMENTS

          Derivative financial instruments include swaps, futures,  forwards and
     options, including caps and floors. When derivatives meet specific criteria
     they may be designated  as accounting  hedges and accounted for on either a
     fair value,  deferral,  or accrual basis,  depending upon the nature of the
     hedge  strategy,  the method used to account  for the hedged  items and the
     derivative used.  Derivatives that are not designated as accounting  hedges
     are accounted for on a fair value basis.

          If,  subsequent to entering into a hedge  transaction,  the derivative
     becomes  ineffective  (including  if the hedged  item is sold or  otherwise
     extinguished or the occurrence of a hedged  anticipatory  transaction is no
     longer probable), the Company terminates the derivative position. Gains and
     losses on these  terminations  are reported in realized  capital  gains and
     losses in the period they occur. The Company may also terminate derivatives
     as a result of other  events or  circumstances.  Gains and  losses on these
     terminations  are either  deferred and amortized over the remaining life of
     either the hedge or the hedged item,  whichever is shorter, or are reported
     in capital and surplus, consistent with the accounting for the hedged item.

                                       F-9
<PAGE>

                         ALLSTATE LIFE INSURANCE COMPANY
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                (Statutory Basis)
                     YEARS ENDED DECEMBER 31, 1998 AND 1997

($ in thousands)

          FAIR  VALUE  ACCOUNTING  Under  fair value  accounting,  realized  and
     unrealized  gains  and  losses  on  derivatives  are  recognized  in either
     earnings, or capital and surplus when they occur.

          The Company accounts for certain equity-indexed options as hedges on a
     fair value basis when certain  criteria are met. The derivative must reduce
     the primary market risk exposure (e.g.,  interest rate risk or equity price
     risk,  foreign  currency risk) of the hedged item in  conjunction  with the
     specific hedge  strategy;  be designated as a hedge at the inception of the
     transaction;  and have a notional  amount and term that does not exceed the
     carrying value and expected maturity,  respectively, of the hedged item. In
     addition,  options must have a reference index (e.g.,  S&P 500) that is the
     same as, or highly correlated with, the reference index of the hedged item.

          For certain equity-indexed options, changes in fair value are reported
     net of tax in capital and surplus exclusive of interest  accruals.  Changes
     in fair value of certain other  equity-indexed  options are reflected as an
     adjustment of the hedged item. Premiums paid for equity-indexed options are
     reported as equity  securities and amortized to net investment  income over
     the lives of the agreements.

          The Company also has certain derivatives for which hedge accounting is
     not applied and therefore  are  accounted for on a fair value basis.  These
     derivatives  primarily  consist of equity indexed  instruments  and certain
     interest rate futures. Gains and losses on these derivatives are recognized
     in net  investment  income or realized  capital gains and losses during the
     period as incurred.

          DEFERRAL  ACCOUNTING  Under deferral  accounting,  gains and losses on
     derivatives  are  deferred  on the  statement  of  financial  position  and
     recognized in earnings in conjunction with earnings on the hedged item. The
     Company  accounts for interest  rate futures and certain  foreign  currency
     forwards as hedges using deferral  accounting for  anticipatory  investment
     purchases  and sales,  when the  criteria for futures and forwards are met.
     For futures or forwards  contracts,  the derivative must reduce the primary
     market risk exposure on an enterprise or  transaction  basis in conjunction
     with the hedge  strategy;  be designated as a hedge at the inception of the
     transaction; and be highly correlated with fair value of or interest income
     or expense  associated with the hedged item at inception and throughout the
     hedge period.  In addition,  anticipated  transactions  must be probable of
     occurrence and their significant terms and characteristics identified.

          Changes in fair values of these derivatives are initially  deferred as
     other  liabilities and accrued expenses.  Once the anticipated  transaction
     occurs,  the deferred gains or losses are considered part of the cost basis
     of the asset and reported  net of tax in capital and surplus or  recognized
     as a gain or loss  from  disposition  of the  asset,  as  appropriate.  The
     Company   reports   initial  margin   deposits  on  futures  in  short-term
     investments.  Fees  and  commissions  paid on  these  derivatives  are also
     deferred as an adjustment to the carrying value of the hedged item.

          ACCRUAL  ACCOUNTING  Under  accrual  accounting,  interest  income  or
     expense  related to the derivative is accrued and recorded as an adjustment
     to the interest income or expense on the hedged item. The Company  accounts
     for interest rate swaps,  caps,  floors, and certain foreign currency swaps
     as hedges on an accrual  basis when certain  criteria are met (as discussed
     above under fair value accounting for options).

          Premiums  paid for interest rate caps and floors are reported as other
     investments  and amortized to net  investment  income over the lives of the
     agreements.

     PREMIUM REVENUE

          Premiums  for  traditional  life,   individual   accident  and  health
     insurance,  fixed periodic premium  annuities,  and group life and accident
     and health  insurance are recognized as revenue when due.  Premiums for all
     single and flexible  premium life and annuity  products are  recognized  as
     revenue when collected.
                                      F-10
<PAGE>


                         ALLSTATE LIFE INSURANCE COMPANY
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                (Statutory Basis)
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
($ in thousands)

     SEPARATE ACCOUNTS

          The Company  issues  flexible  premium  deferred  variable  annuities,
     variable life policies and certain  guaranteed  investment  contracts,  and
     market value adjusted  annuities,  the assets and  liabilities of which are
     legally segregated and reflected in the accompanying combined statements of
     financial position as assets and liabilities of the Separate Accounts.  The
     assets of the Separate  Accounts are carried at fair value.  The assets and
     liabilities  related to Separate  Accounts  represent funds of GLAC,  NLIC,
     ALNY and LBL variable  annuity and variable  life  contracts,  the Allstate
     Life  Insurance  Company  Separate  Account  guaranteed  indexed  contracts
     ("SAGIC") and guaranteed  indexed  separate  account  ("GISA") and ALIC and
     ALNY market value adjusted annuity contracts  (collectively,  the "Separate
     Accounts").

          Separate  Account  premium  deposits,  benefit  expenses  and contract
     charges for investment management and policy administration are recorded by
     the Company and reflected in the  accompanying  statements  of  operations.
     Separate Accounts which contain the variable  annuities,  variable life and
     SAGIC are unit  investment  trusts and are  generally  registered  with the
     Securities and Exchange Commission ("SEC").  Investment income and realized
     and unrealized  capital gains and losses of the variable annuity,  variable
     life and SAGIC,  assets  other than the  portion  related to the  Company's
     ownership in the Separate Accounts,  accrue directly to the contractholders
     and,  therefore,  are not included in the Company's combined  statements of
     operations.

          The  market  value  adjusted  annuities  are  non-unitized  investment
     products,  and are registered with the SEC.  Investment  income,  including
     realized  and  unrealized  capital  gains and losses  related to the assets
     which support the market value adjusted annuities,  accrues to the Company.
     Investment  income,  premium  deposits and benefit expenses are recorded by
     the  Company and  reflected  in the  accompanying  combined  statements  of
     operations in "Net transfers to Separate Accounts." Reserve liabilities for
     such contracts are valued using a market interest rate.

          The guaranteed  indexed  separate  account  contracts are non-unitized
     investment products.  Investment income,  including realized and unrealized
     capital gains and losses related to the assets which support the guaranteed
     indexed  Separate  Account  contracts  accrues to the  Company.  Investment
     income,  premium  deposits and benefit expenses are recorded by the Company
     and reflected in the accompanying combined statements of operations in "Net
     transfers to Separate Accounts". Reserve liabilities for such contracts are
     valued using a market  interest rate.  ALIC  guarantees the principal and a
     rate of return based on an established  index. ALIC maintains assets in the
     Separate Account that are sufficient to fund the guaranteed benefits of the
     contract.

     RESERVES FOR POLICY BENEFITS

          Policy benefit reserves for traditional and flexible premium insurance
     are computed actuarially according to the Commissioners'  Reserve Valuation
     Method with interest and mortality  applied in  compliance  with  statutory
     regulations. Benefit reserves for annuity products are calculated according
     to the  Commissioners'  Annuity  Reserve  Valuation  Method  ("CARVM") with
     appropriate statutory interest and mortality assumptions.  Reserve interest
     rates  ranged from 2.0% to 7.25% for life  products and from 2.5% to 11.25%
     for annuity products.

          Policy  benefit  reserves  for  group  life and  accident  and  health
     insurance  include claim reserves and unearned  premiums.  Claim  reserves,
     including incurred but not reported claims, represent management's estimate
     of the ultimate  liability  associated  with unpaid  policy  claims,  based
     primarily upon analysis of past experience.

     OFF-BALANCE-SHEET FINANCIAL INSTRUMENTS

          Commitments  to  invest,  commitments  to  extend  mortgage  loans and
     financial  guarantees  have  only   off-balance-sheet  risk  because  their
     contractual  amounts are not recorded in the Company's combined  statements
     of financial position.



                                       F-11
<PAGE>

                         ALLSTATE LIFE INSURANCE COMPANY
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                (Statutory Basis)
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
($ in thousands)

     USE OF ESTIMATES

          The  preparation of financial  statements in conformity with statutory
     accounting principles requires management to make estimates and assumptions
     that  affect  the  amounts   reported  in  the  financial   statements  and
     accompanying notes. Actual results could differ from those estimates.


     3.   RELATED PARTY TRANSACTIONS

     BUSINESS OPERATIONS

          The Company utilizes services and business facilities owned, or leased
     and  operated by AIC in  conducting  its business  activities.  The Company
     reimburses AIC for operating  expenses  incurred by AIC in providing  these
     services to the Company.  The cost to the Company is  determined by various
     allocation  methods and is  primarily  related to the level of the services
     provided.  Expenses  allocated to the Company were $461,231 and $424,108 in
     1998 and 1997, respectively.

     STRUCTURED SETTLEMENT ANNUITIES

          AIC, through an affiliate, purchased $63,842 and $51,557 of structured
     settlement  annuities from the Company in 1998 and 1997,  respectively,  at
     prices  determined  based  on  prevailing  interest  rates  at the  time of
     purchase.  The provision for policy benefits was increased by approximately
     94% of such premium received in each of these years.  The affiliate,  which
     is not an insurance  company,  purchases  surety bonds from AIC to guaranty
     payment of future  benefits.  AIC received  $469 and $396 in 1998 and 1997,
     respectively.

     REINSURANCE

          Premiums  earned  include  reinsurance  assumed from AIC pertaining to
     group  credit  disability  business.  The effect of these  transactions  on
     premiums earned and net income is not material.

          ALIC has reinsurance  agreements with NLIC, LBL, SLIC, and GLAC. These
     agreements stipulate that ALIC reinsures  substantially all of the contract
     liability  of each  subsidiary  company,  along with all  contract  related
     premiums and expenses.  ALIC also  reinsures  certain  policies of ALNY for
     amounts in excess of ALNY's  retention.  The reinsurance ceded contracts do
     not discharge the subsidiary company as the primary insurer.

          In 1997,  ALIC and LBL amended  their  reinsurance  treaty in order to
     retrocede all credit life and credit health policies and certificates  back
     to  LBL.   Simultaneously,   LBL  and  Protective  Life  Insurance  Company
     ("Protective"),  an unaffiliated  insurer,  entered into a 100% coinsurance
     agreement to cede all of these  policies and  certificates  to  Protective.
     ALIC paid LBL a $41.4  million  reinsurance  premium which LBL then paid to
     Protective.  LBL  paid  ALIC an  $18.5  million  commission  allowance  and
     received an $18.5 million  commission  allowance  from  Protective.  During
     1997,  ALIC recognized a pretax gain of $23.0 million on the transaction of
     which $10.3  million,  after tax,  was  credited  directly to surplus.  The
     unamortized deferred gain after tax, at December 31, 1998 was $7.1 million.

     LOAN AGREEMENT
          ALIC, NLIC, and GLAC entered into an  intercompany loan agreement with
     the Corporation on February 1, 1996. As of December 31, 1998, no borrowings
     were outstanding.


                                       F-12
<PAGE>

                         ALLSTATE LIFE INSURANCE COMPANY
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                (Statutory Basis)
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
($ in thousands)

     CAPITAL CONTRIBUTIONS AND DIVIDENDS

          In 1998 and 1997,  ALIC paid  common  stock  dividends  of $97,000 and
     $131,237,  respectively,  to AIC.  On  December  31,  1998 and  1997,  ALIC
     authorized an additional 1,300 and 1,400 shares,  respectively,  and issued
     these shares in an aggregate  amount of $278 and $280, at December 31, 1998
     and 1997, respectively, representing a stock dividend to AIC.

          In 1998 and 1997,  ALIC paid  preferred  stock  Series A dividends  of
     $3,025 and $2,136,  respectively,  to The Northbrook Corporation,  a wholly
     owned subsidiary of AIC. ALIC issued 127,200 and 133,430 shares of Series A
     redeemable   preferred  stock,  net  of  redemptions,   to  The  Northbrook
     Corporation  for which it received  net  proceeds of $12,720 and $13,343 in
     1998 and 1997,  respectively.  As of December  31,  1998,  ALIC has 579,990
     shares of Series A preferred  stock  outstanding.  Cash  dividends are at a
     rate reasonably  equivalent to short-term interest rates as determined from
     time to time  (but not more  frequently  than  quarterly)  by the  Board of
     Directors by reference to a widely  accepted  floating  index of short-term
     rates.  Par value is $100 per  share.  Liquidation  value is $100 per share
     plus accrued and unpaid dividends.  The shares are redeemable at the option
     of ALIC at any time five years after the issue date at a price of $100 plus
     accrued and unpaid dividends.

          In 1998 and 1997,  ALIC paid  preferred  stock,  Series B dividends of
     $8,073 and $8,095, respectively,  to AIC. Cash dividends on preferred stock
     Series B shares are at a rate per annum equal to 6.9%,  payable annually in
     arrears on the last business day of each year to the  shareholder of record
     on the immediately  preceding  business day.  Dividends shall accrue and be
     cumulative  from the date the last dividend was paid. The dividend  payable
     shall be computed  on the basis of a 365 day year and the actual  number of
     days such share is  outstanding,  including  the date of issue of the share
     and the  date of the  dividend  payment.  Par  value  is  $100  per  share.
     Liquidation value is $100 per share plus accrued and unpaid dividends.  The
     shares are  redeemable  at the option of the Company at any time five years
     after the issue date at a price of $100 plus accrued and unpaid dividends.

          On December 4, 1997, ALIC sold all of the outstanding capital stock of
     Glenbrook  Life  Insurance  Company  ("GLIC") to Sears Roebuck and Co. ALIC
     received  proceeds of $10.4  million and  recognized a $3.5 million gain on
     the sale.  Prior to the  sale,  GLIC  declared  an  extraordinary  dividend
     payable to ALIC, of which $3.2 million was  recognized  as dividend  income
     and  $4.8  million  was  recorded  as  a   retirement   of  common   stock.
     Additionally,  ALIC  contributed  capital of $1.5  million to GLIC prior to
     sale.

4.       STRATEGIC ALLIANCE

          NLIC has a strategic  alliance with Dean Witter  Reynolds Inc.  ("Dean
     Witter"),  a wholly owned  subsidiary  of Morgan  Stanley  Dean Witter,  to
     develop,  market and  distribute  proprietary  annuity  and life  insurance
     products  through Dean Witter account  executives.  Dean Witter  provides a
     portion of the funding for these products  through loans to an affiliate of
     the Company.  Morgan Stanley Dean Witter's,  wholly owned subsidiary,  Dean
     Witter  Intercapital  Inc., is the  investment  manager for the Dean Witter
     Variable  Investment  Series,  one of the funds in which the  assets of the
     NLIC Separate  Accounts are invested.  Morgan Stanley Dean Witter's  wholly
     owned  subsidiary,  Morgan Stanley Asset Management Inc., is the investment
     manager of Morgan Stanley Universal Funds,  Inc., one of the funds in which
     the assets of the NLIC Separate Accounts are invested.  Morgan Stanley Dean
     Witter's  wholly  owned  subsidiary,  Van  Kampen  American  Capital  Asset
     Management,  Inc.is the investment  manager of Van Kampen American  Capital
     Life  Invesment  Trust,  one of the funds in which  the  assets of the NLIC
     Separate Accounts are invested.

          Under the terms of the strategic alliance, NLIC has agreed to use Dean
     Witter as an exclusive distribution channel for its products.  Although the
     strategic  alliance  is  cancelable  by either  party,  termination  of the
     alliance would not impact existing policies and contracts.

                                       F-13
<PAGE>



<TABLE>
<CAPTION>


                         ALLSTATE LIFE INSURANCE COMPANY
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                (Statutory Basis)
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
($ in thousands)

5.   INVESTMENTS

          The statement value, which is principally amortized cost, gross
     unrealized gains and losses, and fair value for bonds are as follows:

                                                                     GROSS UNREALIZED
                                                    STATEMENT        ----------------         FAIR
                                                      VALUE       GAINS          LOSSES       VALUE
AT DECEMBER 31,1998                                -----------  -----------  -----------   -----------
<S>                                                <C>          <C>          <C>           <C>

  U.S. government and agencies                     $ 2,010,246  $   751,820  $    (2,749)  $ 2,759,317
  Municipal                                            539,751       51,757         (367)      591,141
  Foreign government                                    22,449          529       (4,195)       18,783
  Corporate                                         13,373,900    1,150,468      (60,629)   14,463,739
  Mortgage-backed securities                         5,645,370      235,706      (27,320)    5,853,756
  Asset-backed securities                            1,768,107       28,825       (3,028)    1,793,904
                                                   -----------  -----------  -----------   -----------
     Total                                         $23,359,823  $ 2,219,105  $   (98,288)  $25,480,640
                                                   ===========  ===========  ===========   ===========


                                                                     GROSS UNREALIZED
                                                    STATEMENT        ----------------         FAIR
                                                      VALUE       GAINS          LOSSES       VALUE
AT DECEMBER 31,1997                                -----------  -----------  -----------   -----------
  U.S.government and agencies                      $ 1,904,149  $   546,212  $    (1,242)  $ 2,449,119
  Municipal                                            674,585       38,060         (971)      711,674
  Foreign government                                     3,079          230         --           3,309
  Corporate                                         12,555,812    1,010,472      (15,032)   13,551,252
  Mortgage-backed securities                         5,484,523      240,712      (19,529)    5,705,706
  Asset-backed securities                            1,865,323       29,853         (718)    1,894,458
                                                   -----------  -----------  -----------   -----------
     Total                                         $22,487,471  $ 1,865,539  $   (37,492)  $24,315,518
                                                   ===========  ===========  ===========   ===========

SCHEDULED MATURITIES

         The scheduled maturities for bonds are as follows at December 31, 1998:



                                         STATEMENT      FAIR
                                           VALUE        VALUE
                                        -----------  -----------
Due in one year or less                 $   690,980  $   697,654
Due after one year through five years     3,895,607    4,095,717
Due after five years through ten years    5,921,147    6,237,738
Due after ten years                       5,880,516    7,228,618
                                        -----------  -----------
                                         16,388,250   18,259,727
Mortgage-and asset-backed securities      6,971,573    7,220,913
                                        -----------  -----------
     Total                              $23,359,823  $25,480,640
                                        ===========  ===========

          Actual  maturities  may  differ  from those  scheduled  as a result of
     prepayment by the issuers.


</TABLE>


                                       F-14
<PAGE>


                         ALLSTATE LIFE INSURANCE COMPANY
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                (Statutory Basis)
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
($ in thousands)

     NET INVESTMENT INCOME
     YEAR ENDED DECEMBER 31

                                        1998           1997
                                     -----------   -----------
Bonds                                $ 1,767,954   $ 1,725,432
Preferred stock                           20,451        11,715
Common stock                               9,025        47,007
Mortgage loans                           259,402       267,130
Real estate                               41,072        58,584
Policy loans                              37,783        35,606
Short-term                                15,098        12,196
Other                                    (26,109)      (29,403)
                                     -----------   -----------
   Investment income                   2,124,676     2,128,267
  Investment expense                      74,777        73,631
                                     -----------   -----------
  Net investment income              $ 2,049,899   $ 2,054,636
                                     ===========   ===========

REALIZED CAPITAL GAINS
YEAR ENDED DECEMBER 31

                                         1998          1997
                                     -----------   -----------
Realized capital gains               $   412,846   $   209,090
Income tax expense                      (144,437)      (75,188)
                                     -----------   -----------
                                         268,409       133,902
Amount transferred to IMR               (119,546)      (65,404)
                                     -----------   -----------
Realized capital gains, after tax    $   148,863   $    68,498
                                     ===========   ===========

     Proceeds  from sales of bonds were  $3,331,162  and  $2,482,982 in 1998 and
1997,  respectively.  Gross gains of $64,521  and  $32,518  and gross  losses of
$28,436  and  $28,754  were  realized  on sales of bonds  during  1998 and 1997,
respectively.

     INVESTMENT   CONCENTRATION  FOR  MUNICIPAL  BOND  AND  COMMERCIAL  MORTGAGE
PORTFOLIOS AND OTHER INVESTMENT INFORMATION

     The Company maintains a diversified portfolio of state and municipal bonds.
The largest  concentrations in the portfolio are presented below. Except for the
following, holdings in no other state exceeded 5.0% of the portfolio at December
31, 1998 and 1997:

(% OF TOTAL STATE AND MUNICIPAL BONDS CARRYING VALUE)

                                                        1998         1997
                                                        ----         ----
          California                                    34.3%        34.5%
          Illinois                                      13.5         11.1
          Ohio                                          12.7         10.5
          New York                                      10.9         10.6
          Georgia                                        1.2          5.4



                                       F-15
<PAGE>

                         ALLSTATE LIFE INSURANCE COMPANY
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                (Statutory Basis)
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
($ in thousands)

     The Company's  mortgage loans are collateralized by a variety of commercial
real estate property types located  throughout the United States.  Substantially
all of the  commercial  mortgage  loans are  non-recourse  to the borrower.  The
states with the largest  portion of the  commercial  mortgage loan portfolio are
listed below.  Except for the following,  holdings in no other state exceed 5.0%
of the portfolio at December 31, 1998 and 1997:

           (% OF COMMERCIAL MORTGAGES CARRYING VALUE)
                                                      1998              1997
                                                      ----              ----
           California                                 23.0%             23.5%
           New York                                    9.5               9.9
           Illinois                                    7.7               7.3
           Florida                                     5.6               5.3
           Connecticut                                 5.0               4.4
           Texas                                       4.9               6.2
           Pennsylvania                                4.8               5.6

         The types of properties  collateralizing  the commercial mortgage loans
at December 31, are as follows:

           (% OF COMMERCIAL MORTGAGES CARRYING VALUE)
                                                      1998              1997
                                                      ----              ----
           Retail                                     30.8%             33.2%
           Office buildings                           28.1              24.4
           Warehouse                                  16.4              18.8
           Apartment complexes                        16.8              16.9
           Industrial                                  2.5               2.4
           Other                                       5.4               4.3
                                                     -----             -----
                                                     100.0%            100.0%
                                                     =====             =====

     The contractual  maturities of the commercial mortgage loan portfolio as of
December 31, 1998, for loans that were not in foreclosure are as follows:

                        NUMBER OF LOANS         STATEMENT VALUE        PERCENT
                        ---------------         ---------------        -------

           1999               35                $   189,048             5.7%
           2000               48                    299,385             9.1
           2001               56                    259,333             7.9
           2002               43                    210,589             6.4
           2003               50                    265,197             8.1
           Thereafter        371                  2,067,595            62.8
                             ---                -----------           -----
               Total         603                $ 3,291,147           100.0%
                             ===                ===========           =====

     In 1998,  $308,652 of commercial  mortgage loans were contractually due. Of
these, 55.7% were paid as due, 32.7% were refinanced at prevailing market terms,
3.0% were foreclosed or are in the process of foreclosure, and 8.6% were in the
process of refinancing or restructuring discussions.

     At December  31, 1998  statement  value of  investments,  excluding  common
stock, that were non-income producing during 1998, was $100.

     At  December  31,  1998,  bonds with a statement  value of $62,469  were on
deposit with regulatory authorities as required by law.



                                       F-16
<PAGE>


                         ALLSTATE LIFE INSURANCE COMPANY
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                (Statutory Basis)
                     YEARS ENDED DECEMBER 31, 1998 AND 1997

($ in thousands)

6.   FINANCIAL INSTRUMENTS

     In the normal course of business,  the Company invests in various financial
assets,   incurs  various  financial  liabilities  and  enters  into  agreements
involving derivative financial instruments and other off-balance-sheet financial
instruments.  The fair value estimates of financial  instruments presented below
are not  necessarily  indicative of the amounts the Company might pay or receive
in actual market transactions.  Potential taxes and other transaction costs have
not been considered in estimating fair value. The disclosures that follow do not
reflect the fair value of the Company as a whole since a number of the Company's
significant   assets  (including   reinsurance   recoverables)  and  liabilities
(including  policy  benefit and other  insurance  reserves)  are not  considered
financial  instruments  and are not  carried  at fair  value.  Other  assets and
liabilities  considered  financial  instruments,  including  accrued  investment
income,  cash and claims  payments  outstanding  are  generally  of a short-term
nature. It is assumed that their carrying value approximates fair value.

     FINANCIAL ASSETS

     The statement value and fair value of financial assets at December 31, are
as follows:

<TABLE>
<CAPTION>

                                        1998                      1997
                               ------------------------  ------------------------
                                STATEMENT      FAIR        STATEMENT     FAIR
                                  VALUE       VALUE         VALUE        VALUE
                                  -----       -----         -----        -----
<S>                            <C>           <C>            <C>           <C>

Bonds                          $23,359,823  $25,480,640  $22,487,471  $24,315,518
Preferred stocks                   294,478      325,954      231,794      271,468
Common stocks                      428,034      428,034      443,135      443,135
Mortgage loans on real estate    3,316,556    3,548,495    2,987,144    3,163,241
Short-term investments             420,013      420,013      102,178      102,178
Policy loans                       570,001      570,001      528,367      528,367
Assets related to
  Separate Accounts             10,877,884   10,877,884    8,207,364    8,207,364

</TABLE>

Statement value and fair value include the effects of derivative  financial
instruments where applicable.

     Fair  values  for bonds  are based  upon the  prices  reported  in the NAIC
Valuation of  Securities  Manual.  External  pricing  sources are used for those
securities in which NAIC prices are unlisted.  Non-quoted  securities are valued
based on  discounted  cash  flows  using  current  interest  rates  for  similar
securities.  Common and preferred stocks are valued based  principally on quoted
market  prices.  Non-combined  subsidiaries  are valued at book value.  Mortgage
loans are valued based on discounted  contractual cash flows. Discount rates are
selected  using  current rates at which similar loans would be made to borrowers
with similar characteristics, using similar properties as collateral. Loans that
exceed  100%  loan-to-value  are  valued  at the  estimated  fair  value  of the
underlying collateral. Short-term investments are highly liquid investments with
maturities of less than one year whose statement value approximates fair value.

     The statement  value of policy loans  approximates  its fair value.  Assets
related to Separate Accounts are carried in the combined statements of financial
position at fair value based on quoted market prices.



                                       F-17
<PAGE>



                         ALLSTATE LIFE INSURANCE COMPANY
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                (Statutory Basis)
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
($ in thousands)

FINANCIAL LIABILITIES

         The statement value and fair value of financial liabilities at December
31, are as follows:
<TABLE>
<CAPTION>
                                                   1998                     1997
                                        ------------------------  ------------------------

                                          STATEMENT     FAIR        STATEMENT     FAIR
                                           VALUE        VALUE        VALUE        VALUE
                                           -----        -----        -----        -----
<S>                                     <C>           <C>         <C>           <C>

Reserves for investment contracts       $15,622,197  $15,742,617  $15,431,332  $15,670,481
Liabilities related to
   Separate Accounts                     10,877,884   10,877,884    8,207,364    8,207,364


     The fair value of benefit reserves for non-life contingent annuity products
("reserves  for  investment  contracts") is based on the terms of the underlying
contracts.  Reserves on investment  contracts with no stated maturities  (single
premium  and  flexible  premium  deferred  annuities)  are valued at the account
balance  less  surrender  charges.  The fair value of  immediate  annuities  and
annuities  without  life  contingencies  with  fixed  terms is  estimated  using
discounted cash flow calculations  based on interest rates currently offered for
contracts  with similar  terms and  durations.  Liabilities  related to Separate
Accounts are carried at the fair value of the underlying assets.

     DERIVATIVE FINANCIAL INSTRUMENTS

     Derivative  financial  instruments  include  swaps,  futures,  forwards and
options,  including  caps and floors.  The  Company  primarily  uses  derivative
financial  instruments  to  reduce  its  exposure  to market  risk  (principally
interest rate,  equity price and foreign  currency  risk),  in conjunction  with
asset/liability management. The Company does not hold or issue these instruments
for trading purposes.

     The following  table  summarizes  the contract or notional  amount,  credit
exposure,  fair value and carrying value of the Company's  derivative  financial
instruments at December 31, as follows:

                                                                              1998
                                                 ---------------------------------------------------------------
                                                     CONTRACT/                                       STATEMENT
                                                     NOTIONAL        CREDIT          FAIR          VALUE ASSETS/
                                                      AMOUNT        EXPOSURE         VALUE         (LIABILITIES)
                                                 --------------  --------------  --------------   --------------
<S>                                              <C>             <C>             <C>              <C>
INTEREST RATE CONTRACTS
Interest rate swap agreements
  Pay floating rate, receive fixed rate          $      413,443  $       18,099  $       27,471   $           --
  Pay fixed rate, receive floating rate                 960,069              --         (31,966)              --
  Pay floating rate, receive floating rate               72,700              --            (501)              --
Financial futures and forward contracts                 127,200              --            (108)             835
Euro Dollars Futures                                    100,000               2               2               --
Interest rate cap and floor agreements                3,044,000           2,757           2,757            4,858
                                                 --------------  --------------   --------------  --------------
     Total interest rate contracts                    4,717,412          20,858          (2,345)           5,693
                                                 --------------  --------------   --------------  --------------
EQUITY AND COMMODITY CONTRACTS
Commodity and total return swap agreements               97,772             264             264             --
Options, warrants and financial futures                 625,299         206,628         206,628          160,762
                                                 --------------  --------------   --------------  --------------
     Total equity and commodity contracts               723,071         206,892         206,892          160,762
                                                 --------------  --------------   --------------  --------------
FOREIGN CURRENCY CONTRACTS
Foreign currency swap agreements                         78,716            --            (3,205)            --
                                                 --------------  --------------   --------------  --------------
     Total derivative financial instruments      $    5,519,199  $      227,750  $      201,342   $      166,455
                                                 ==============  ==============   ==============  ==============

</TABLE>


                                       F-18
<PAGE>

<TABLE>
<CAPTION>
                         ALLSTATE LIFE INSURANCE COMPANY
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                (Statutory basis)
                     YEARS ENDED DECEMBER 31, 1998 AND 1997

($ in thousands)
                                                                           1997
                                                 --------------------------------------------------
                                                 Contract/                             Statement
                                                  Notional     Credit        Fair      Value Assets/
                                                  Amount      Exposure       Value    (Liabilities)
                                                 ----------  ----------   ----------  -------------
<S>                                              <C>         <C>          <C>          <C>
INTEREST RATE CONTRACTS
Interest rate swap agreements
  Pay floating rate, receive fixed rate          $  430,528  $   13,543   $   20,303   $        -
  Pay fixed rate, receive floating rate             496,241           -      (14,127)           -
  Pay floating rate, receive floating rate          115,330           -       (1,024)           -
Financial futures and forward contracts             126,300           -         (181)       (814)
Interest rate cap and floor agreements            3,474,250       3,975        3,975        7,221
                                                 ----------  ----------   ----------   ----------
     Total interest rate contracts                4,642,649      17,518        8,946        6,407
                                                 ----------  ----------   ----------   ----------
EQUITY AND COMMODITY CONTRACTS
Commodity and total return swap agreements           12,000           -        (737)        --
Options, warrants and financial futures             850,929     244,024      244,024      202,409
                                                 ----------  ----------   ----------   ----------
     Total equity and commodity contracts           862,929     244,024      243,287      202,409
                                                 ----------  ----------   ----------   ----------
FOREIGN CURRENCY CONTRACTS
Foreign currency swap agreements                     48,093           -       (2,363)           -
                                                 ----------  ----------   ----------   ----------
     Total derivative financial instruments      $5,553,671  $  261,542   $  249,870   $  208,816
                                                 ==========  ==========   ==========   ==========
</TABLE>

     The  contract or notional  amounts are used to  calculate  the  exchange of
contractual  payments  under the agreements  and are not  representative  of the
potential for gain or loss on these agreements.

     Credit  exposure  represents  the  Company's  potential  loss if all of the
counterparties  failed to perform under the  contractual  terms of the contracts
and all collateral,  if any, became worthless.  This exposure is measured by the
fair value of contracts with a positive fair value at the reporting date reduced
by the effect, if any, of master netting agreements.

     The Company  manages its exposure to credit risk by utilizing  highly rated
counterparties,  establishing risk control limits, executing legally enforceable
master netting agreements and obtaining  collateral where appropriate.  To date,
the Company has not incurred any losses on derivative financial  instruments due
to counterparty nonperformance.

     Fair value is the estimated  amount that the Company would receive (pay) to
terminate or assign the contracts at the  reporting  date,  thereby  taking into
account the current  unrealized  gains or losses of open  contracts.  Dealer and
exchange quotes are utilized to value the Company's derivatives.

     INTEREST RATE SWAP AGREEMENTS involve the exchange, at specified intervals,
of interest payments  calculated by reference to an underlying  notional amount.
The Company  generally  enters into swap  agreements to change the interest rate
characteristics  of existing  assets to more  closely  match the  interest  rate
characteristics of the corresponding liabilities.

     The Company did not record any material  deferred  gains or losses on swaps
nor realize any material gains or losses on swap terminations in 1998 or 1997.

     The Company  paid a weighted  average  floating  interest  rate of 5.6% and
received a weighted  average fixed  interest  rate of 6.8% in 1998.  The Company
paid a weighted  average  fixed  interest  rate of 6.5% and  received a weighted
average floating interest rate of 6.0% in 1998.


                                       F-19
<PAGE>

                         ALLSTATE LIFE INSURANCE COMPANY
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                (Statutory basis)
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
($ in thousands)

     FINANCIAL  FUTURES AND FORWARD CONTRACTS are commitments to either purchase
or sell designated financial  instruments at a future date for a specified price
or  yield.  They may be  settled  in cash or  through  delivery.  As part of its
asset/liability  management,  the Company generally utilizes futures and forward
contracts  to  manage  its  market  risk  related  to  equity  securities,   and
anticipatory  investment  purchases and sales,  as well as to reduce market risk
associated with certain annuity  contracts.  Futures and forwards used as hedges
of  anticipatory  transactions  pertain  to  identified  transactions  which are
probable to occur and are generally  completed within 90 days. Futures contracts
have  limited  off-balance-sheet  credit risk as they are  executed on organized
exchanges and require security deposits, as well as the daily cash settlement of
margins.

     INTEREST RATE CAP AND FLOOR AGREEMENTS give the holder the right to receive
at a future date, the amount,  if any, by which a specified market interest rate
exceeds the fixed cap rate or falls  below the fixed  floor  rate,  applied to a
notional amount. The Company purchases interest rate cap and floor agreements to
reduce its  exposure  to rising or falling  interest  rates  relative to certain
existing assets and liabilities in conjunction with asset/liability management.

     COMMODITY SWAP AGREEMENTS  involve the exchange of  floating-rate  interest
payments  for the total  return on a commodity  index.  The Company  enters into
commodity  swap  transactions  to mitigate  market risk on the fixed  income and
equity securities portfolios.

     EQUITY-INDEXED OPTION CONTRACTS provide returns based on a specified equity
index applied to the option's notional amount.  The Company purchases and writes
equity-indexed  options to achieve equity  appreciation  or to reduce the market
risk associated with certain annuity contracts.  Where required,  counterparties
post collateral to minimize credit risk.

     EQUITY-INDEXED FINANCIAL FUTURES provide returns based on a specific equity
index  applied  to  the  futures'   contract   amount.   The  Company   utilizes
equity-indexed futures to reduce the market risk associated with certain annuity
contracts.

     DEBT  WARRANTS  provide the right to purchase a specified new issue of debt
at a predetermined price. The Company purchases debt warrants to protect against
long-term call risk.

     FOREIGN  CURRENCY  CONTRACTS  involve  the future  exchange  or delivery of
foreign  currency on terms  negotiated  at the  inception of the  contract.  The
Company  enters into these  agreements  primarily  to manage the  currency  risk
associated with investing in foreign securities.

     Market risk is the risk that the Company  will incur  losses due to adverse
changes in market rates and prices. Market risk exists for all of the derivative
financial instruments that the Company currently holds, as these instruments may
become less valuable due to adverse  changes in market  conditions.  The Company
mitigates  this risk  through  established  risk  control  limits  set by senior
management.  In addition,  the change in the value of the  Company's  derivative
financial  instruments  designated as hedges are generally  offset by changes in
the value of the related assets and liabilities.

     OFF-BALANCE-SHEET FINANCIAL INSTRUMENTS
     A summary of the contractual amounts and fair values of off-balance-sheet
financial instruments at December 31, follows:
<TABLE>
<CAPTION>
                                               1998                    1997
                                      ---------------------    ------------------------
                                      CONTRACTUAL   FAIR        CONTRACTUAL    FAIR
                                       AMOUNT       VALUE         AMOUNT      VALUE
                                      --------    -------        --------     -------
<S>                                   <C>         <C>            <C>            <C>

Commitments to invest                 $ 34,126       N/A        $  18,208         N/A
Commitments to extend mortgage loans    87,000       870          111,305       1,113
Credit guarantees                       92,778         -           96,714           -

</TABLE>


                                       F-20
<PAGE>


                         ALLSTATE LIFE INSURANCE COMPANY
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                (Statutory basis)
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
($ in thousands)

     Except for credit guarantees,  the contractual amounts represent the amount
at risk if the contract is fully drawn upon, the  counterparty  defaults and the
value of any underlying security becomes worthless.  Unless noted otherwise, the
Company   does  not   require   collateral   or  other   security   to   support
off-balance-sheet financial instruments with credit risk.

     Commitments to invest generally represent  commitments to acquire financial
interests or instruments.  The Company enters into these agreements to allow for
additional participation in certain limited partnership investments. Because the
equity  investments in the limited  partnerships are not actively traded,  it is
not practicable to estimate the fair value of these commitments.

     Commitments to extend  mortgage loans are agreements to lend to a borrower,
provided there is no violation of any condition established in the contract. The
Company  enters  these  agreements  to  commit  to  future  loan  fundings  at a
predetermined  interest rate.  Commitments generally have fixed expiration dates
or other termination  clauses.  Commitments to extend mortgage loans,  which are
secured by the  underlying  properties,  are valued  based on  estimates of fees
charged by other institutions to make similar commitments to similar borrowers.

     Financial guarantees represent conditional  commitments to repurchase notes
from a creditor  upon  default of the  debtor.  The  Company  enters  into these
agreements  primarily to provide financial support for certain equity investees.
Financial  guarantees  are valued based on estimates of payments  that may occur
over the life of the  guarantees.  At December 31, 1998 and 1997,  there were no
guarantees outstanding.

     Credit  guarantees  written represent  conditional  commitments to exchange
identified  AAA or AA rated credit risk for  identified A rated credit risk upon
bankruptcy  or other  event of default of the  referenced  credits.  The Company
receives fees for assuming the  referenced  credit risks,  which are reported in
net investment income when earned over the lives of the commitments. The Company
enters into these  transactions  in order to achieve  higher  yields than if the
referenced credits were directly owned.

     The Company's maximum amount at risk,  assuming bankruptcy or other default
of the  referenced  credits  and the  value  of the  referenced  credits  become
worthless,  is the fair value of the identified AAA or AA rated securities.  The
identified  AAA or AA rated  securities  had a fair value of $95,233 at December
31, 1998. The Company  includes the impact of credit  guarantees in its analysis
of credit risk,  and the  referenced  credits were current with respect to their
contractual terms at December 31, 1998.

7.   INCOME TAXES

     The  Company  joins  the  Corporation  and  its  other  eligible   domestic
subsidiaries  (the  "Allstate  Group") in the filing of a  consolidated  federal
income tax return and is party to a federal income tax allocation agreement (the
"Allstate Tax Sharing Agreement"). Under the Allstate Tax Sharing Agreement, the
Company pays to or receives from the  Corporation  the amount,  if any, by which
the Allstate  Group's  federal  income tax  liability  was affected by virtue of
inclusion of the Company in the consolidated federal return.  Effectively,  this
results in the  Company's  annual  income tax  provision  being  computed,  with
adjustments, as if the Company filed a separate return.

     Prior  to  Sears,   Roebuck  and  Co's   ("Sears")   distribution   ("Sears
distribution")  on June 30, 1995 of its 80.3%  ownership in the  Corporation  to
Sears shareholders,  the Allstate Group,including the Company, joined with Sears
and  its  domestic  business  units  (the  "Sears  Group")in  the  filing  of  a
consolidated  federal  income tax return (the Sears Tax Group") and were parties
to a federal  income tax  allocation  agreement  (the "Tax Sharing  Agreement").
Under the Tax Sharing Agreement, the Company,  through the Corporation,  paid to
or  received  from the Sears  Group the  amount,  if any, by which the Sears Tax
Group's  federal income tax liability was affected by virtue of inclusion of the
Company in the consolidated federal income tax return.


                                       F-21
<PAGE>


                         ALLSTATE LIFE INSURANCE COMPANY
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                (Statutory basis)
                     YEARS ENDED DECEMBER 31, 1998 AND 1997

($ in thousands)

     As a result of the Sears  distribution,  the  Allstate  Group was no longer
included in the Sears Tax Group,  and the Tax Sharing  Agreement was terminated.
Accordingly,  the Allstate  Group and Sears Group entered into a new tax sharing
agreement,  which adopts many of the principles of the Tax Sharing Agreement and
governs their  respective  rights and obligations with respect to federal income
taxes for all periods prior to the Sears  distribution,  including the treatment
of audits of tax returns for such periods.

     The  Internal  Revenue  Service  ("IRS")  has  completed  its review of the
Allstate  Group's  federal  income tax returns  through  the 1993 tax year.  Any
adjustments  that  may  result  from IRS  examinations  of tax  returns  are not
expected  to have a material  impact on the  financial  position,  liquidity  or
results of operations of the Company.

     The Company  paid income  taxes of $250,673  and $193,951 in 1998 and 1997,
respectively.  The  Company had income  taxes  payable of $30,813 and $31,260 at
December 31, 1998 and 1997, respectively.

     Prior to January 1, 1984,  the  Company  was  entitled  to exclude  certain
amounts  from taxable  income and  accumulate  such  amounts in a  "policyholder
surplus"  account.  The balance in this account at December  31, 1998,  $94,262,
will result in federal  income taxes  payable of $32,992 if  distributed  to the
Corporation.  No provision for taxes has been made as the Company has no plan to
distribute  amounts from this account.  No further additions to the account have
been permitted since the Tax Reform Act of 1984.

     A reconciliation of the statutory federal income tax rate to the effective
income tax rate on income from operations for the year ended December 31, is as
follows:
                                                             1998        1997
                                                             ----        ----
     Statutory federal income tax rate                       35.0%       35.0 %
     Deferred acquisition costs                               2.8         3.3
     Investment related items                                (5.3)       (2.6)
     Net difference between statutory and tax basis reserves  0.8         1.2
     Intangibles related to acquisitions                      2.9           -
     Other                                                   (3.1)       (1.9)
                                                             ----        ----
     Effective federal income tax rate                       33.1 %      35.0 %
                                                             =====       ====
8.   BENEFIT PLANS

     PENSION PLANS AND OTHER POSTRETIREMENT PLANS

     Defined  benefit  pension  plans,  sponsored  by AIC,  cover  domestic  and
Canadian full-time employees and certain part-time employees. Benefits under the
pension plans are based upon the  employee's  length of service,  average annual
compensation and estimated social security  retirement  benefits.  AIC's funding
policy for the pension plans is to make annual  contributions in accordance with
accepted  actuarial cost methods.  The cost to the Company for  participation in
the plans was $9,906 and $10,603 in 1998 and 1997, respectively.

     AIC provides  certain health care and life  insurance  benefits for retired
employees.  Qualified  employees may become  eligible for these benefits if they
retire  in  accordance  with  AIC's   established   retirement  policy  and  are
continuously  insured under AIC's group plans or other approved plans for ten or
more years  prior to  retirement.  AIC shares  the cost of the  retiree  medical
benefits with retirees based on years of service, with AIC's share being subject
to a  5%  limit  on  annual  medical  cost  inflation  after  retirement.  AIC's
post-retirement  benefit plans  currently  are not funded.  AIC has the right to
modify  or  terminate  these  plans.  Total  unfunded   postretirement   benefit
obligation  amounted to  $313,984  and  $261,720 at December  31, 1998 and 1997,
respectively.



                                       F-22
<PAGE>


                         ALLSTATE LIFE INSURANCE COMPANY
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                (Statutory basis)
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
($ in thousands)


   PROFIT SHARING FUND

     Employees of the  Corporation  are also  eligible to become  members of The
Savings  and  Profit  Sharing  Fund of  Allstate  Employees  ("Allstate  Plan"),
sponsored by the Corporation.  The Corporation's  contributions are based on its
matching obligation and the Corporation's operating results performance.

     The  Company's  defined  contribution  to the Allstate  Plan was $2,941 and
$2,650 in 1998 and 1997, respectively.

9.   DIVIDENDS

     The  ability of the  Company to pay  dividends  is  dependent  on  business
conditions, income, cash requirements of the Company and other relevant factors.
The payment of shareholder  dividends by insurance  companies  without the prior
approval of the state insurance regulator is limited to formula amounts based on
net income and capital and surplus,  determined  in  accordance  with  statutory
accounting practices,  as well as the timing and amount of dividends paid in the
preceding  twelve  months.  The  maximum  amount  of  dividends  that  ALIC  can
distribute  during 1999 without  prior  approval of the Illinois  Department  of
Insurance is $353,331.

10.   LINES OF CREDIT

     ALIC,  along with the Corporation and AIC,  maintains a bank line of credit
totaling  $1,500,000  which expires on December 20, 2001. The bank line provides
for loans at a spread above  prevailing  referenced  interest  rates.  ALIC, the
Corporation  and AIC pay commitment  fees in connection with the line of credit.
As of December 31,  1998,  no amounts  were  outstanding  under the bank line of
credit.

11.  LEASE COMMITMENTS

     The Company leases certain office facilities and computer equipment.  Total
rent   expense  for  all  leases  was  $2,564  and  $1,931  in  1998  and  1997,
respectively.  Minimum rental commitments under non-cancelable  operating leases
with an initial or  remaining  term of more than one year as of December 31, are
as follows:

                                                 1998
                                                 ----
             1999                              $2,633
             2000                               2,425
             2001                                 939
             2002                                 782
             2003                                  36
             Thereafter                           276
                                               ------
                                               $7,091
                                               ======


                                      * * *








                                       F-23



<PAGE>

                                         Part C

                                    Other Information

24A. Financial Statements

All required  financial  statements are included in Part B of this  Registration
Statement.

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  among  Allstate Life Insurance  Company,  Allstate
     Financial Advisors Separate Account,  and Allstate Life Financial Services,
     Inc.3/

(4)  Form of Contract and Certificate Amendments 2/

(5)  Form of Application for a Contract 3/

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

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

(7)  Not applicable

(8)(a) Form of Participation Agreement among AIM Variable Insurance Funds, Inc.,
     AIM Distributors, and Allstate Life Insurance Company 3/

   (b)  Form of Participation Agreement among MFS Variable Insurance Trust,
        Massachusetts Financial Services Company, and Allstate Life Insurance
        Company 3/

   (c)  Form of Participation Agreement among Oppenheimer Variable Account
        Funds, OppenheimerFunds, Inc., and Allstate Life Insurance Company 3/

   (d)  Form of  Participation  Agreement  among Variable  Insurance  Products
        Fund, Fidelity Distributors  Corporation,  and Allstate Life Insurance
        Company 3/

   (e)  Form of Participation Agreement among Variable Insurance Products Fund
        II, Fidelity Distributors Corporation, and Allstate Life Insurance
        Company 3/

   (f)  Form of Participation Agreement among Van Kampen Life Investment Trust,
        Van Kampen Distributors, Inc., Van Kampen Asset Management, Inc., and
        Allstate Life Insurance Company 3/

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

(10)(a) Consent of Deloitte & Touche LLP 4/

    (b) Consent of Sutherland Asbill & Brennan LLP 4/

(11) Not applicable

(12) Not applicable

(13) Performance Data Calculations 4/

(14) Not applicable

(15) Powers of Attorney 2/ 3/

1/  Incorporated  herein  by  reference  to  Depositor's  Form N-4  Registration
Statement  filed  with the SEC via  EDGARLINK  on  February  9, 1999  (File Nos.
333-72017, 811-09227).

2/  Incorporated  herein by  reference  to  Registrant's  Form N-4  Registration
Statement filed with the SEC via EDGARLINK on May 3, 1999 (File Nos.  333-77605,
811-09327).

3/  Incorporated  herein  by  reference  to  Pre-Effective  Amendment  No.  1 to
Registrant's Form N-4 Registration Statement filed with the SEC via EDGARLINK on
July 8, 1999 (File Nos. 333-77605, 811-09327).

4/ Filed herewith.

25.    Directors And Officers Of The Depositor

Name and Principal                  Position and Office With
Business Address                    Depositor of The Account

Louis G. Lower, II                  Director and Chairman
Thomas J. Wilson, II                Director and President
Michael J. Velotta                  Director, Vice President, Secretary
                                    and General Counsel
John L. Carl                        Director
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
Karen C. Gardner                    Vice President
Thomas A. McAvity, Jr.              Vice President
Mary J. McGinn                      Vice President and Assistant Secretary
Samuel H. Pilch                     Controller
James P. Zils                       Treasurer
C. Nelson Strom                     Assistant Vice President and Corporate
                                    Actuary
Patricia W. Wilson                  Assistant Vice President, Assistant
                                    Secretary and Assistant Treasurer
Denis Bailey                        Assistant Vice President
Richard L. Baker                    Assistant Vice President
D. Steven Boger                     Assistant Vice President
Lawrence W. Dahl                    Assistant Vice President
Sarah R. Donahue                    Assistant Vice President
Douglas F. Gaer                     Assistant Vice President
Brent H. Hamann                     Assistant Vice President
John R. Hunter                      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

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

         The Fund's  principal  underwriter,  Allstate Life Financial  Services,
Inc.,  currently  acts  as  a  principal  underwriter,  depositor,  sponsor,  or
investment adviser for the following entities:

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

29B.  Principal Underwriter

         Following are the names, business addresses,  positions, and offices of
each director, officer or partner of the principal underwriter:

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

Louis G. Lower, II                       Director
Kevin R. Slawin                          Director
Michael J. Velotta                       Director and Secretary
Thomas J. Wilson II                      Director
John R. Hunter                           Director and President, Chief
                                         Executive Officer
Janet M. Albers                          Vice President and Controller
Brent H. Hamann                          Vice President
Andrea J. Schur                          Vice President
Terry Young                              General Counsel and Assistant Secretary
James P. Zils                            Treasurer
Lisa A. Burnell                          Ass't Vice President & Compliance
                                         Officer
Robert N. Roeters                        Assistant Vice President
Emma M. Kalaidjian                       Assistant Secretary
Brenda D. Sneed                          Assistant Secretary
Gregory C. Sernett                       Assistant Secretary
Nancy M. Bufalino                        Assistant Treasurer

The principal business address of Allstate Life Financial Services, Inc. is 3100
Sanders Road, Northbrook, Illinois 60062.

29C.    Compensation of Principal Underwriter

         Underwriter compensation during fiscal year ended December 31, 1998:
<TABLE>
<CAPTION>

               (1)                            (2)                    (3)                 (4)                  (5)
                                       NET UNDERWRITING          REDEMPTION        COMPENSATION ON         BROKERAGE
    NAME OF PRINCIPAL UNDERWRITER     DISCOUNTS AND COMMISSIONS                       COMMISSION         COMPENSATION

<S>                                    <C>                       <C>               <C>                   <C>
       Allstate Life Financial              None                   None                 None                None
           Services, Inc.
</TABLE>

30.  Location Of Accounts And Records

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

The  Distributor,  Allstate Life  Financial  Services,  Inc., is located at 3100
Sanders Road, Northbrook, Illinois 60062.

Each company  maintains  those  accounts and records  required to be  maintained
pursuant  to  Section  31(a)  of  the  Investment  Company  Act  and  the  rules
promulgated thereunder.

31.  Management Services

None.

32.  Undertakings

Registrant  promises  to file a  post-effective  amendment  to the  Registration
Statement as  frequently  as is  necessary to ensure that the audited  financial
statements in the  Registration  Statement are never more than 16 months old for
so long as  payments  under the  variable  annuity  contracts  may be  accepted.
Registrant  furthermore  agrees to include either as part of any  application to
purchase a contract  offered by the  prospectus,  a space that an applicant  can
check to  request  a  Statement  of  Additional  Information,  or a post card 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, certifies that
it meets the  requirements  of Securities Act Rule 485(b) for  effectiveness  of
this registration  statement and has caused this Post-Effective  Amendment No. 1
to the  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 29th day of July, 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  Post-Effective  Amendment No. 1
to the  Registration  Statement  has been  duly  signed  below by the  following
Directors  and Officers of Allstate Life  Insurance  Company on the 29th day of
July, 1999.
<TABLE>
<CAPTION>

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

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

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

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

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

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

*/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 previously filed.

</TABLE>

<PAGE>



Exhibit Index

(10) (a)  Consent of Deloitte & Touche LLP

     (b) Consent of Sutherland Asbill and Brennan LLP

(13)  Performance Data Calculations




                                                               Exhibit 10(a)




INDEPENDENT AUDITORS' CONSENT


We consent to the use in this  Post-Effective  Amendment  No. 1 to  Registration
Statement No.  333-77605 of Allstate  Financial  Advisors  Separate Account I of
Allstate  Life  Insurance  Company on Form N-4 of our report dated April 2, 1999
relating to the combined  statutory basis financial  statements of Allstate Life
Insurance Company,  contained in the Statement of Additional  Information (which
is  incorporated by reference in the Prospectus of Allstate  Financial  Advisors
Separate  Account I of Allstate Life Insurance  Company),  which is part of such
Registration  Statement,  and to the reference to us under the heading "Experts"
in such Statement of Additional Information.



Chicago, Illinois
August 4, 1999




                                                             Exhibit 10(b)



               Letterhead of Sutherland Asbill & Brennan LLP 1275
                            Pennsylvania Avenue, N.W.
                           Washington, D.C. 20004-2415


STEPHEN E. ROTH
DIRECT LINE: 202.383.0158
Internet: [email protected]


                                     August 4, 1999


VIA EDGARLINK

Board of Directors
Allstate Life Insurance Company
3100 Sanders Road
Northbrook, Illinois  60062

Ladies and Gentlemen:

     We hereby  consent to the  reference  to our name under the caption  "Legal
Matters" in the  SelectDirections  Variable Annuity  Prospectus filed as part of
Post-Effective  Amendment  No. 1 to the  registration  statement on Form N-4 for
Allstate Financial  Advisors Separate Account 1 (File No. 333-77605).  In giving
this  consent,  we do not admit that we are in the  category  of  persons  whose
consent is required under Section 7 of the Securities Act of 1933.

                                  Very truly yours,

                                  Sutherland Asbill & Brennan LLP



                                 By:      /s/ Stephen E. Roth
                                          --------------------
                                          Stephen E. Roth


<TABLE>
<CAPTION>
AIM V.I. Capital Appreciation
  31-Dec-97                           NO. YEARS           1.000
      TO
  31-Dec-98
<S>                <C>                   <C>         <C>               <C>             <C>             <C>
                   TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            20.912733       47.81776
               FEE                       31-Dec-98         1.75            24.641289        0.07102

     RESULTING VALUE                     31-Dec-98                         24.641289       47.74674       1176.5412

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1176.5412  - (0.85 * 1000 * 0.07)
                                                              =            1117.0412
                                                            T =               11.70%
                                                            R =               11.70%




AIM V.I. Diversified Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            13.617000       73.43761
               FEE                       31-Dec-98         1.75            13.929952        0.12563

     RESULTING VALUE                     31-Dec-98                         13.929952       73.31199       1021.2324

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1021.2324  - (0.85 * 1000 * 0.07)
                                                              =             961.7324
                                                            T =               -3.83%
                                                            R =               -3.83%





AIM V.I. Growth & Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            20.548368       48.66567
               FEE                       31-Dec-98         1.75            27.217122        0.06430

     RESULTING VALUE                     31-Dec-98                         27.217122       48.60137       1322.7894

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1322.7894  - (0.85 * 1000 * 0.07)
                                                              =            1263.2894
                                                            T =               26.33%
                                                            R =               26.33%




AIM V.I. International Equity
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            16.605183       60.22216
               FEE                       31-Dec-98         1.75            18.935214        0.09242

     RESULTING VALUE                     31-Dec-98                         18.935214       60.12974       1138.5695

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1138.5695  - (0.85 * 1000 * 0.07)
                                                              =            1079.0695
                                                            T =                7.91%
                                                            R =                7.91%





AIM V.I. Value
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            21.839915       45.78772
               FEE                       31-Dec-98         1.75            28.549180        0.06130

     RESULTING VALUE                     31-Dec-98                         28.549180       45.72643       1305.4520

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1305.4520  - (0.85 * 1000 * 0.07)
                                                              =            1245.9520
                                                            T =               24.60%
                                                            R =               24.60%




Fidelity VIP Growth
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            44.092995       22.67934
               FEE                       31-Dec-98         1.75            60.737231        0.02881

     RESULTING VALUE                     31-Dec-98                         60.737231       22.65053       1375.7303

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1375.7303  - (0.85 * 1000 * 0.07)
                                                              =            1316.2303
                                                            T =               31.62%
                                                            R =               31.62%





Fidelity VIP High Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            19.595195       51.03292
               FEE                       31-Dec-98         1.75            18.512652        0.09453

     RESULTING VALUE                     31-Dec-98                         18.512652       50.93839        943.0047

                                                          1.000
  FORMULA:                                            1000*(1+T)=           943.0047  - (0.85 * 1000 * 0.07)
                                                              =             883.5047
                                                            T =              -11.65%
                                                            R =              -11.65%




Fidelity VIP Overseas
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            20.665585       48.38963
               FEE                       31-Dec-98         1.75            23.020885        0.07602

     RESULTING VALUE                     31-Dec-98                         23.020885       48.31361       1112.2221

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1112.2221  - (0.85 * 1000 * 0.07)
                                                              =            1052.7221
                                                            T =                5.27%
                                                            R =                5.27%





Fidelity VIP II Contrafund
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            20.249687       49.38348
               FEE                       31-Dec-98         1.75            25.991605        0.06733

     RESULTING VALUE                     31-Dec-98                         25.991605       49.31615       1281.8059

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1281.8059  - (0.85 * 1000 * 0.07)
                                                              =            1222.3059
                                                            T =               22.23%
                                                            R =               22.23%




Fidelity VIP II Index 500
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00           112.692588        8.87370
               FEE                       31-Dec-98         1.75           138.183373        0.01266

     RESULTING VALUE                     31-Dec-98                        138.183373        8.86103       1224.4475

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1224.4475  - (0.85 * 1000 * 0.07)
                                                              =            1164.9475
                                                            T =               16.49%
                                                            R =               16.49%





Fidelity VIP II Investment Grade
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            15.585869       64.16068
               FEE                       31-Dec-98         1.75            16.752571        0.10446

     RESULTING VALUE                     31-Dec-98                         16.752571       64.05622       1073.1064

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1073.1064  - (0.85 * 1000 * 0.07)
                                                              =            1013.6064
                                                            T =                1.36%
                                                            R =                1.36%




MFS Bond
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            11.268374       88.74395
               FEE                       31-Dec-98         1.75            11.883219        0.14727

     RESULTING VALUE                     31-Dec-98                         11.883219       88.59668       1052.8138

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1052.8138  - (0.85 * 1000 * 0.07)
                                                              =             993.3138
                                                            T =               -0.67%
                                                            R =               -0.67%





MFS Growth with Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            16.749615       59.70286
               FEE                       31-Dec-98         1.75            20.232848        0.08649

     RESULTING VALUE                     31-Dec-98                         20.232848       59.61637       1206.2090

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1206.2090  - (0.85 * 1000 * 0.07)
                                                              =            1146.7090
                                                            T =               14.67%
                                                            R =               14.67%



MFS High Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            12.966917       77.11933
               FEE                       31-Dec-98         1.75            12.782226        0.13691

     RESULTING VALUE                     31-Dec-98                         12.782226       76.98242        984.0068

                                                          1.000
  FORMULA:                                            1000*(1+T)=           984.0068  - (0.85 * 1000 * 0.07)
                                                              =             924.5068
                                                            T =               -7.55%
                                                            R =               -7.55%


MFS New Discovery
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00         #VALUE!         #VALUE!
               FEE                       31-Dec-98         1.75            10.133738        0.17269

     RESULTING VALUE                     31-Dec-98                         10.133738    #VALUE!         #VALUE!

                                                          1.000
  FORMULA:                                            1000*(1+T)=       #VALUE!       - (0.85 * 1000 * 0.07)
                                                              =         #VALUE!
                                                            T =     N/A
                                                            R =     N/A



Oppenheimer Bond/VA
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            27.888422       35.85717
               FEE                       31-Dec-98         1.75            29.413264        0.05950

     RESULTING VALUE                     31-Dec-98                         29.413264       35.79768       1052.9265

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1052.9265  - (0.85 * 1000 * 0.07)
                                                              =             993.4265
                                                            T =               -0.66%
                                                            R =               -0.66%


Oppenheimer Capital Appreciation/VA
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            50.912172       19.64167
               FEE                       31-Dec-98         1.75            62.342381        0.02807

     RESULTING VALUE                     31-Dec-98                         62.342381       19.61360       1222.7584

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1222.7584  - (0.85 * 1000 * 0.07)
                                                              =            1163.2584
                                                            T =               16.33%
                                                            R =               16.33%


Oppenheimer Global Securities/VA
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            20.869779       47.91618
               FEE                       31-Dec-98         1.75            23.515912        0.07442

     RESULTING VALUE                     31-Dec-98                         23.515912       47.84176       1125.0426

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1125.0426  - (0.85 * 1000 * 0.07)
                                                              =            1065.5426
                                                            T =                6.55%
                                                            R =                6.55%


Oppenheimer High Income/VA
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            36.346709       27.51281
               FEE                       31-Dec-98         1.75            36.001563        0.04861

     RESULTING VALUE                     31-Dec-98                         36.001563       27.46420        988.7541

                                                          1.000
  FORMULA:                                            1000*(1+T)=           988.7541  - (0.85 * 1000 * 0.07)
                                                              =             929.2541
                                                            T =               -7.07%
                                                            R =               -7.07%


Oppenheimer Sm Cap Growth/VA
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00         #VALUE!         #VALUE!
               FEE                       31-Dec-98         1.75             9.519592        0.18383

     RESULTING VALUE                     31-Dec-98                          9.519592    #VALUE!         #VALUE!

                                                          1.000
  FORMULA:                                            1000*(1+T)=       #VALUE!       - (0.85 * 1000 * 0.07)
                                                              =         #VALUE!
                                                            T =     N/A
                                                            R =     N/A




Van Kampen Comstock
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00         #VALUE!         #VALUE!
               FEE                       31-Dec-98         1.75         #VALUE!         #VALUE!

     RESULTING VALUE                     31-Dec-98                      #VALUE!         #VALUE!         #VALUE!

                                                          1.000
  FORMULA:                                            1000*(1+T)=       #VALUE!       - (0.85 * 1000 * 0.07)
                                                              =         #VALUE!
                                                            T =     N/A
                                                            R =     N/A




Van Kampen Domestic Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00             7.260424      137.73300
               FEE                       31-Dec-98         1.75             7.604208        0.23014

     RESULTING VALUE                     31-Dec-98                          7.604208      137.50287       1045.6004

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1045.6004  - (0.85 * 1000 * 0.07)
                                                              =             986.1004
                                                            T =               -1.39%
                                                            R =               -1.39%




Van Kampen Emerging Growth
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            15.938091       62.74277
               FEE                       31-Dec-98         1.75            21.642771        0.08086

     RESULTING VALUE                     31-Dec-98                         21.642771       62.66191       1356.1774

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1356.1774  - (0.85 * 1000 * 0.07)
                                                              =            1296.6774
                                                            T =               29.67%
                                                            R =               29.67%




Van Kampen Money Market
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00             1.624155      615.70478
               FEE                       31-Dec-98         1.75             1.684363        1.03897

     RESULTING VALUE                     31-Dec-98                          1.684363      614.66581       1035.3204

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1035.3204  - (0.85 * 1000 * 0.07)
                                                              =             975.8204
                                                            T =               -2.42%
                                                            R =               -2.42%

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AIM V.I. Capital Appreciation
  31-Dec-97                           NO. YEARS           1.000
      TO
  31-Dec-98
<S>                <C>                   <C>         <C>               <C>             <C>             <C>
                   TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            20.912733       47.81776
               FEE                       31-Dec-98         1.75            24.641289        0.07102

     RESULTING VALUE                     31-Dec-98                         24.641289       47.74674       1176.5412

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1176.5412 without surrender charge
                                                              =            1176.5412
                                                            T =               17.65%
                                                            R =               17.65%




AIM V.I. Diversified Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            13.617000       73.43761
               FEE                       31-Dec-98         1.75            13.929952        0.12563

     RESULTING VALUE                     31-Dec-98                         13.929952       73.31199       1021.2324

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1021.2324 without surrender charge
                                                              =            1021.2324
                                                            T =                2.12%
                                                            R =                2.12%





AIM V.I. Growth & Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            20.548368       48.66567
               FEE                       31-Dec-98         1.75            27.217122        0.06430

     RESULTING VALUE                     31-Dec-98                         27.217122       48.60137       1322.7894

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1322.7894 without surrender charge
                                                              =            1322.7894
                                                            T =               32.28%
                                                            R =               32.28%




AIM V.I. International Equity
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            16.605183       60.22216
               FEE                       31-Dec-98         1.75            18.935214        0.09242

     RESULTING VALUE                     31-Dec-98                         18.935214       60.12974       1138.5695

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1138.5695 without surrender charge
                                                              =            1138.5695
                                                            T =               13.86%
                                                            R =               13.86%





AIM V.I. Value
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            21.839915       45.78772
               FEE                       31-Dec-98         1.75            28.549180        0.06130

     RESULTING VALUE                     31-Dec-98                         28.549180       45.72643       1305.4520

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1305.4520 without surrender charge
                                                              =            1305.4520
                                                            T =               30.55%
                                                            R =               30.55%




Fidelity VIP Growth
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            44.092995       22.67934
               FEE                       31-Dec-98         1.75            60.737231        0.02881

     RESULTING VALUE                     31-Dec-98                         60.737231       22.65053       1375.7303

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1375.7303 without surrender charge
                                                              =            1375.7303
                                                            T =               37.57%
                                                            R =               37.57%





Fidelity VIP High Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            19.595195       51.03292
               FEE                       31-Dec-98         1.75            18.512652        0.09453

     RESULTING VALUE                     31-Dec-98                         18.512652       50.93839        943.0047

                                                          1.000
  FORMULA:                                            1000*(1+T)=           943.0047 without surrender charge
                                                              =             943.0047
                                                            T =               -5.70%
                                                            R =               -5.70%




Fidelity VIP Overseas
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            20.665585       48.38963
               FEE                       31-Dec-98         1.75            23.020885        0.07602

     RESULTING VALUE                     31-Dec-98                         23.020885       48.31361       1112.2221

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1112.2221 without surrender charge
                                                              =            1112.2221
                                                            T =               11.22%
                                                            R =               11.22%





Fidelity VIP II Contrafund
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            20.249687       49.38348
               FEE                       31-Dec-98         1.75            25.991605        0.06733

     RESULTING VALUE                     31-Dec-98                         25.991605       49.31615       1281.8059

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1281.8059 without surrender charge
                                                              =            1281.8059
                                                            T =               28.18%
                                                            R =               28.18%




Fidelity VIP II Index 500
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00           112.692588        8.87370
               FEE                       31-Dec-98         1.75           138.183373        0.01266

     RESULTING VALUE                     31-Dec-98                        138.183373        8.86103       1224.4475

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1224.4475 without surrender charge
                                                              =            1224.4475
                                                            T =               22.44%
                                                            R =               22.44%





Fidelity VIP II Investment Grade
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            15.585869       64.16068
               FEE                       31-Dec-98         1.75            16.752571        0.10446

     RESULTING VALUE                     31-Dec-98                         16.752571       64.05622       1073.1064

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1073.1064 without surrender charge
                                                              =            1073.1064
                                                            T =                7.31%
                                                            R =                7.31%




MFS Bond
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            11.268374       88.74395
               FEE                       31-Dec-98         1.75            11.883219        0.14727

     RESULTING VALUE                     31-Dec-98                         11.883219       88.59668       1052.8138

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1052.8138 without surrender charge
                                                              =            1052.8138
                                                            T =                5.28%
                                                            R =                5.28%





MFS Growth with Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            16.749615       59.70286
               FEE                       31-Dec-98         1.75            20.232848        0.08649

     RESULTING VALUE                     31-Dec-98                         20.232848       59.61637       1206.2090

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1206.2090 without surrender charge
                                                              =            1206.2090
                                                            T =               20.62%
                                                            R =               20.62%



MFS High Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            12.966917       77.11933
               FEE                       31-Dec-98         1.75            12.782226        0.13691

     RESULTING VALUE                     31-Dec-98                         12.782226       76.98242        984.0068

                                                          1.000
  FORMULA:                                            1000*(1+T)=           984.0068 without surrender charge
                                                              =             984.0068
                                                            T =               -1.60%
                                                            R =               -1.60%


MFS New Discovery
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00         #VALUE!         #VALUE!
               FEE                       31-Dec-98         1.75            10.133738        0.17269

     RESULTING VALUE                     31-Dec-98                         10.133738    #VALUE!         #VALUE!

                                                          1.000
  FORMULA:                                            1000*(1+T)=       #VALUE!      without surrender charge
                                                              =         #VALUE!
                                                            T =     N/A
                                                            R =     N/A



Oppenheimer Bond/VA
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            27.888422       35.85717
               FEE                       31-Dec-98         1.75            29.413264        0.05950

     RESULTING VALUE                     31-Dec-98                         29.413264       35.79768       1052.9265

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1052.9265 without surrender charge
                                                              =            1052.9265
                                                            T =                5.29%
                                                            R =                5.29%


Oppenheimer Capital Appreciation/VA
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            50.912172       19.64167
               FEE                       31-Dec-98         1.75            62.342381        0.02807

     RESULTING VALUE                     31-Dec-98                         62.342381       19.61360       1222.7584

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1222.7584 without surrender charge
                                                              =            1222.7584
                                                            T =               22.28%
                                                            R =               22.28%


Oppenheimer Global Securities/VA
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            20.869779       47.91618
               FEE                       31-Dec-98         1.75            23.515912        0.07442

     RESULTING VALUE                     31-Dec-98                         23.515912       47.84176       1125.0426

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1125.0426 without surrender charge
                                                              =            1125.0426
                                                            T =               12.50%
                                                            R =               12.50%


Oppenheimer High Income/VA
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            36.346709       27.51281
               FEE                       31-Dec-98         1.75            36.001563        0.04861

     RESULTING VALUE                     31-Dec-98                         36.001563       27.46420        988.7541

                                                          1.000
  FORMULA:                                            1000*(1+T)=           988.7541 without surrender charge
                                                              =             988.7541
                                                            T =               -1.12%
                                                            R =               -1.12%


Oppenheimer Sm Cap Growth/VA
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00         #VALUE!         #VALUE!
               FEE                       31-Dec-98         1.75             9.519592        0.18383

     RESULTING VALUE                     31-Dec-98                          9.519592    #VALUE!         #VALUE!

                                                          1.000
  FORMULA:                                            1000*(1+T)=       #VALUE!      without surrender charge
                                                              =         #VALUE!
                                                            T =     N/A
                                                            R =     N/A




Van Kampen Comstock
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00         #VALUE!         #VALUE!
               FEE                       31-Dec-98         1.75         #VALUE!         #VALUE!

     RESULTING VALUE                     31-Dec-98                      #VALUE!         #VALUE!         #VALUE!

                                                          1.000
  FORMULA:                                            1000*(1+T)=       #VALUE!      without surrender charge
                                                              =         #VALUE!
                                                            T =     N/A
                                                            R =     N/A




Van Kampen Domestic Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00             7.260424      137.73300
               FEE                       31-Dec-98         1.75             7.604208        0.23014

     RESULTING VALUE                     31-Dec-98                          7.604208      137.50287       1045.6004

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1045.6004 without surrender charge
                                                              =            1045.6004
                                                            T =                4.56%
                                                            R =                4.56%




Van Kampen Emerging Growth
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            15.938091       62.74277
               FEE                       31-Dec-98         1.75            21.642771        0.08086

     RESULTING VALUE                     31-Dec-98                         21.642771       62.66191       1356.1774

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1356.1774 without surrender charge
                                                              =            1356.1774
                                                            T =               35.62%
                                                            R =               35.62%




Van Kampen Money Market
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00             1.624155      615.70478
               FEE                       31-Dec-98         1.75             1.684363        1.03897

     RESULTING VALUE                     31-Dec-98                          1.684363      614.66581       1035.3204

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1035.3204 without surrender charge
                                                              =            1035.3204
                                                            T =                3.53%
                                                            R =                3.53%

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AIM V.I. Capital Appreciation
  31-Dec-97                           NO. YEARS           1.000
      TO
  31-Dec-98
<S>                <C>                   <C>         <C>               <C>             <C>             <C>
                   TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            20.521249       48.72998
               FEE                       31-Dec-98         1.75            24.082104        0.07267

     RESULTING VALUE                     31-Dec-98                         24.082104       48.65731       1171.7704

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1171.7704  - (0.85 * 1000 * 0.07)
                                                              =            1112.2704
                                                            T =               11.23%
                                                            R =               11.23%





AIM V.I. Diversified Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            13.362023       74.83897
               FEE                       31-Dec-98         1.75            13.613752        0.12855

     RESULTING VALUE                     31-Dec-98                         13.613752       74.71042       1017.0891

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1017.0891  - (0.85 * 1000 * 0.07)
                                                              =             957.5891
                                                            T =               -4.24%
                                                            R =               -4.24%





AIM V.I. Growth & Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            20.163720       49.59402
               FEE                       31-Dec-98         1.75            26.599530        0.06579

     RESULTING VALUE                     31-Dec-98                         26.599530       49.52823       1317.4277

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1317.4277  - (0.85 * 1000 * 0.07)
                                                              =            1257.9277
                                                            T =               25.79%
                                                            R =               25.79%





AIM V.I. International Equity
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            16.294306       61.37113
               FEE                       31-Dec-98         1.75            18.505482        0.09457

     RESULTING VALUE                     31-Dec-98                         18.505482       61.27657       1133.9524

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1133.9524  - (0.85 * 1000 * 0.07)
                                                              =            1074.4524
                                                            T =                7.45%
                                                            R =                7.45%





AIM V.I. Value
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            21.431072       46.66122
               FEE                       31-Dec-98         1.75            27.901334        0.06272

     RESULTING VALUE                     31-Dec-98                         27.901334       46.59850       1300.1603

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1300.1603  - (0.85 * 1000 * 0.07)
                                                              =            1240.6603
                                                            T =               24.07%
                                                            R =               24.07%





Fidelity VIP Growth
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            42.129317       23.73644
               FEE                       31-Dec-98         1.75            57.797545        0.03028

     RESULTING VALUE                     31-Dec-98                         57.797545       23.70616       1370.1580

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1370.1580  - (0.85 * 1000 * 0.07)
                                                              =            1310.6580
                                                            T =               31.07%
                                                            R =               31.07%





Fidelity VIP High Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            18.642488       53.64091
               FEE                       31-Dec-98         1.75            17.541224        0.09976

     RESULTING VALUE                     31-Dec-98                         17.541224       53.54114        939.1772

                                                          1.000
  FORMULA:                                            1000*(1+T)=           939.1772  - (0.85 * 1000 * 0.07)
                                                              =             879.6772
                                                            T =              -12.03%
                                                            R =              -12.03%





Fidelity VIP Overseas
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            19.769269       50.58356
               FEE                       31-Dec-98         1.75            21.933258        0.07979

     RESULTING VALUE                     31-Dec-98                         21.933258       50.50377       1107.7123

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1107.7123  - (0.85 * 1000 * 0.07)
                                                              =            1048.2123
                                                            T =                4.82%
                                                            R =                4.82%





Fidelity VIP II Contrafund
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            20.005468       49.98633
               FEE                       31-Dec-98         1.75            25.574229        0.06843

     RESULTING VALUE                     31-Dec-98                         25.574229       49.91791       1276.6119

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1276.6119  - (0.85 * 1000 * 0.07)
                                                              =            1217.1119
                                                            T =               21.71%
                                                            R =               21.71%





Fidelity VIP II Index 500
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00           110.276399        9.06812
               FEE                       31-Dec-98         1.75           134.673470        0.01299

     RESULTING VALUE                     31-Dec-98                        134.673470        9.05513       1219.4857

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1219.4857  - (0.85 * 1000 * 0.07)
                                                              =            1159.9857
                                                            T =               16.00%
                                                            R =               16.00%





Fidelity VIP II Investment Grade
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            15.022616       66.56630
               FEE                       31-Dec-98         1.75            16.081767        0.10882

     RESULTING VALUE                     31-Dec-98                         16.081767       66.45748       1068.7538

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1068.7538  - (0.85 * 1000 * 0.07)
                                                              =            1009.2538
                                                            T =                0.93%
                                                            R =                0.93%





MFS Bond
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            11.168862       89.53464
               FEE                       31-Dec-98         1.75            11.730595        0.14918

     RESULTING VALUE                     31-Dec-98                         11.730595       89.38545       1048.5446

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1048.5446  - (0.85 * 1000 * 0.07)
                                                              =             989.0446
                                                            T =               -1.10%
                                                            R =               -1.10%





MFS Growth with Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            16.599003       60.24458
               FEE                       31-Dec-98         1.75            19.969752        0.08763

     RESULTING VALUE                     31-Dec-98                         19.969752       60.15695       1201.3194

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1201.3194  - (0.85 * 1000 * 0.07)
                                                              =            1141.8194
                                                            T =               14.18%
                                                            R =               14.18%



MFS High Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            12.839560       77.88429
               FEE                       31-Dec-98         1.75            12.605426        0.13883

     RESULTING VALUE                     31-Dec-98                         12.605426       77.74546        980.0146

                                                          1.000
  FORMULA:                                            1000*(1+T)=           980.0146  - (0.85 * 1000 * 0.07)
                                                              =             920.5146
                                                            T =               -7.95%
                                                            R =               -7.95%


MFS New Discovery
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00         #VALUE!         #VALUE!
               FEE                       31-Dec-98         1.75            10.106058        0.17316

     RESULTING VALUE                     31-Dec-98                         10.106058    #VALUE!         #VALUE!

                                                          1.000
  FORMULA:                                            1000*(1+T)=       #VALUE!       - (0.85 * 1000 * 0.07)
                                                              =         #VALUE!
                                                            T =     N/A
                                                            R =     N/A



Oppenheimer Bond/VA
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            26.482736       37.76045
               FEE                       31-Dec-98         1.75            27.817604        0.06291

     RESULTING VALUE                     31-Dec-98                         27.817604       37.69754       1048.6552

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1048.6552  - (0.85 * 1000 * 0.07)
                                                              =             989.1552
                                                            T =               -1.08%
                                                            R =               -1.08%


Oppenheimer Capital Appreciation/VA
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            48.346319       20.68410
               FEE                       31-Dec-98         1.75            58.960866        0.02968

     RESULTING VALUE                     31-Dec-98                         58.960866       20.65442       1217.8023

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1217.8023  - (0.85 * 1000 * 0.07)
                                                              =            1158.3023
                                                            T =               15.83%
                                                            R =               15.83%


Oppenheimer Global Securities/VA
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            20.274193       49.32379
               FEE                       31-Dec-98         1.75            22.752346        0.07692

     RESULTING VALUE                     31-Dec-98                         22.752346       49.24687       1120.4819

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1120.4819  - (0.85 * 1000 * 0.07)
                                                              =            1060.9819
                                                            T =                6.10%
                                                            R =                6.10%


Oppenheimer High Income/VA
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            34.665710       28.84695
               FEE                       31-Dec-98         1.75            34.197446        0.05117

     RESULTING VALUE                     31-Dec-98                         34.197446       28.79578        984.7420

                                                          1.000
  FORMULA:                                            1000*(1+T)=           984.7420  - (0.85 * 1000 * 0.07)
                                                              =             925.2420
                                                            T =               -7.48%
                                                            R =               -7.48%


Oppenheimer Sm Cap Growth/VA
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00         #VALUE!         #VALUE!
               FEE                       31-Dec-98         1.75             9.493800        0.18433

     RESULTING VALUE                     31-Dec-98                          9.493800    #VALUE!         #VALUE!

                                                          1.000
  FORMULA:                                            1000*(1+T)=       #VALUE!       - (0.85 * 1000 * 0.07)
                                                              =         #VALUE!
                                                            T =     N/A
                                                            R =     N/A




Van Kampen Comstock
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00         #VALUE!         #VALUE!
               FEE                       31-Dec-98         1.75         #VALUE!         #VALUE!

     RESULTING VALUE                     31-Dec-98                      #VALUE!         #VALUE!         #VALUE!

                                                          1.000
  FORMULA:                                            1000*(1+T)=       #VALUE!       - (0.85 * 1000 * 0.07)
                                                              =         #VALUE!
                                                            T =     N/A
                                                            R =     N/A




Van Kampen Domestic Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00             6.967171      143.53028
               FEE                       31-Dec-98         1.75             7.263147        0.24094

     RESULTING VALUE                     31-Dec-98                          7.263147      143.28934       1040.7315

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1040.7315  - (0.85 * 1000 * 0.07)
                                                              =             981.2315
                                                            T =               -1.88%
                                                            R =               -1.88%




Van Kampen Emerging Growth
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            15.776336       63.38607
               FEE                       31-Dec-98         1.75            18.407498        0.09507

     RESULTING VALUE                     31-Dec-98                         18.407498       63.29100       1165.0290

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1165.0290  - (0.85 * 1000 * 0.07)
                                                              =            1105.5290
                                                            T =               10.55%
                                                            R =               10.55%




Van Kampen Money Market
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00             1.548616      645.73787
               FEE                       31-Dec-98         1.75             1.599505        1.09409

     RESULTING VALUE                     31-Dec-98                          1.599505      644.64378       1031.1110

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1031.1110  - (0.85 * 1000 * 0.07)
                                                              =             971.6110
                                                            T =               -2.84%
                                                            R =               -2.84%

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AIM V.I. Capital Appreciation
  31-Dec-97                           NO. YEARS           1.000
      TO
  31-Dec-98
<S>                <C>                   <C>         <C>               <C>             <C>             <C>
                   TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            20.521249       48.72998
               FEE                       31-Dec-98         1.75            24.082104        0.07267

     RESULTING VALUE                     31-Dec-98                         24.082104       48.65731       1171.7704

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1171.7704 without surrender charge
                                                              =            1171.7704
                                                            T =               17.18%
                                                            R =               17.18%





AIM V.I. Diversified Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            13.362023       74.83897
               FEE                       31-Dec-98         1.75            13.613752        0.12855

     RESULTING VALUE                     31-Dec-98                         13.613752       74.71042       1017.0891

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1017.0891 without surrender charge
                                                              =            1017.0891
                                                            T =                1.71%
                                                            R =                1.71%





AIM V.I. Growth & Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            20.163720       49.59402
               FEE                       31-Dec-98         1.75            26.599530        0.06579

     RESULTING VALUE                     31-Dec-98                         26.599530       49.52823       1317.4277

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1317.4277 without surrender charge
                                                              =            1317.4277
                                                            T =               31.74%
                                                            R =               31.74%





AIM V.I. International Equity
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            16.294306       61.37113
               FEE                       31-Dec-98         1.75            18.505482        0.09457

     RESULTING VALUE                     31-Dec-98                         18.505482       61.27657       1133.9524

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1133.9524 without surrender charge
                                                              =            1133.9524
                                                            T =               13.40%
                                                            R =               13.40%





AIM V.I. Value
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            21.431072       46.66122
               FEE                       31-Dec-98         1.75            27.901334        0.06272

     RESULTING VALUE                     31-Dec-98                         27.901334       46.59850       1300.1603

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1300.1603 without surrender charge
                                                              =            1300.1603
                                                            T =               30.02%
                                                            R =               30.02%





Fidelity VIP Growth
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            42.129317       23.73644
               FEE                       31-Dec-98         1.75            57.797545        0.03028

     RESULTING VALUE                     31-Dec-98                         57.797545       23.70616       1370.1580

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1370.1580 without surrender charge
                                                              =            1370.1580
                                                            T =               37.02%
                                                            R =               37.02%





Fidelity VIP High Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            18.642488       53.64091
               FEE                       31-Dec-98         1.75            17.541224        0.09976

     RESULTING VALUE                     31-Dec-98                         17.541224       53.54114        939.1772

                                                          1.000
  FORMULA:                                            1000*(1+T)=           939.1772 without surrender charge
                                                              =             939.1772
                                                            T =               -6.08%
                                                            R =               -6.08%





Fidelity VIP Overseas
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            19.769269       50.58356
               FEE                       31-Dec-98         1.75            21.933258        0.07979

     RESULTING VALUE                     31-Dec-98                         21.933258       50.50377       1107.7123

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1107.7123 without surrender charge
                                                              =            1107.7123
                                                            T =               10.77%
                                                            R =               10.77%





Fidelity VIP II Contrafund
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            20.005468       49.98633
               FEE                       31-Dec-98         1.75            25.574229        0.06843

     RESULTING VALUE                     31-Dec-98                         25.574229       49.91791       1276.6119

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1276.6119 without surrender charge
                                                              =            1276.6119
                                                            T =               27.66%
                                                            R =               27.66%





Fidelity VIP II Index 500
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00           110.276399        9.06812
               FEE                       31-Dec-98         1.75           134.673470        0.01299

     RESULTING VALUE                     31-Dec-98                        134.673470        9.05513       1219.4857

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1219.4857 without surrender charge
                                                              =            1219.4857
                                                            T =               21.95%
                                                            R =               21.95%





Fidelity VIP II Investment Grade
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            15.022616       66.56630
               FEE                       31-Dec-98         1.75            16.081767        0.10882

     RESULTING VALUE                     31-Dec-98                         16.081767       66.45748       1068.7538

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1068.7538 without surrender charge
                                                              =            1068.7538
                                                            T =                6.88%
                                                            R =                6.88%





MFS Bond
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            11.168862       89.53464
               FEE                       31-Dec-98         1.75            11.730595        0.14918

     RESULTING VALUE                     31-Dec-98                         11.730595       89.38545       1048.5446

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1048.5446 without surrender charge
                                                              =            1048.5446
                                                            T =                4.85%
                                                            R =                4.85%





MFS Growth with Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            16.599003       60.24458
               FEE                       31-Dec-98         1.75            19.969752        0.08763

     RESULTING VALUE                     31-Dec-98                         19.969752       60.15695       1201.3194

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1201.3194 without surrender charge
                                                              =            1201.3194
                                                            T =               20.13%
                                                            R =               20.13%



MFS High Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            12.839560       77.88429
               FEE                       31-Dec-98         1.75            12.605426        0.13883

     RESULTING VALUE                     31-Dec-98                         12.605426       77.74546        980.0146

                                                          1.000
  FORMULA:                                            1000*(1+T)=           980.0146 without surrender charge
                                                              =             980.0146
                                                            T =               -2.00%
                                                            R =               -2.00%


MFS New Discovery
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00         #VALUE!         #VALUE!
               FEE                       31-Dec-98         1.75            10.106058        0.17316

     RESULTING VALUE                     31-Dec-98                         10.106058    #VALUE!         #VALUE!

                                                          1.000
  FORMULA:                                            1000*(1+T)=       #VALUE!      without surrender charge
                                                              =         #VALUE!
                                                            T =     N/A
                                                            R =     N/A



Oppenheimer Bond/VA
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            26.482736       37.76045
               FEE                       31-Dec-98         1.75            27.817604        0.06291

     RESULTING VALUE                     31-Dec-98                         27.817604       37.69754       1048.6552

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1048.6552 without surrender charge
                                                              =            1048.6552
                                                            T =                4.87%
                                                            R =                4.87%


Oppenheimer Capital Appreciation/VA
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            48.346319       20.68410
               FEE                       31-Dec-98         1.75            58.960866        0.02968

     RESULTING VALUE                     31-Dec-98                         58.960866       20.65442       1217.8023

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1217.8023 without surrender charge
                                                              =            1217.8023
                                                            T =               21.78%
                                                            R =               21.78%


Oppenheimer Global Securities/VA
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            20.274193       49.32379
               FEE                       31-Dec-98         1.75            22.752346        0.07692

     RESULTING VALUE                     31-Dec-98                         22.752346       49.24687       1120.4819

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1120.4819 without surrender charge
                                                              =            1120.4819
                                                            T =               12.05%
                                                            R =               12.05%


Oppenheimer High Income/VA
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            34.665710       28.84695
               FEE                       31-Dec-98         1.75            34.197446        0.05117

     RESULTING VALUE                     31-Dec-98                         34.197446       28.79578        984.7420

                                                          1.000
  FORMULA:                                            1000*(1+T)=           984.7420 without surrender charge
                                                              =             984.7420
                                                            T =               -1.53%
                                                            R =               -1.53%


Oppenheimer Sm Cap Growth/VA
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00         #VALUE!         #VALUE!
               FEE                       31-Dec-98         1.75             9.493800        0.18433

     RESULTING VALUE                     31-Dec-98                          9.493800    #VALUE!         #VALUE!

                                                          1.000
  FORMULA:                                            1000*(1+T)=       #VALUE!      without surrender charge
                                                              =         #VALUE!
                                                            T =     N/A
                                                            R =     N/A




Van Kampen Comstock
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00         #VALUE!         #VALUE!
               FEE                       31-Dec-98         1.75         #VALUE!         #VALUE!

     RESULTING VALUE                     31-Dec-98                      #VALUE!         #VALUE!         #VALUE!

                                                          1.000
  FORMULA:                                            1000*(1+T)=       #VALUE!      without surrender charge
                                                              =         #VALUE!
                                                            T =     N/A
                                                            R =     N/A




Van Kampen Domestic Income
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00             6.967171      143.53028
               FEE                       31-Dec-98         1.75             7.263147        0.24094

     RESULTING VALUE                     31-Dec-98                          7.263147      143.28934       1040.7315

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1040.7315 without surrender charge
                                                              =            1040.7315
                                                            T =                4.07%
                                                            R =                4.07%




Van Kampen Emerging Growth
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00            15.776336       63.38607
               FEE                       31-Dec-98         1.75            18.407498        0.09507

     RESULTING VALUE                     31-Dec-98                         18.407498       63.29100       1165.0290

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1165.0290 without surrender charge
                                                              =            1165.0290
                                                            T =               16.50%
                                                            R =               16.50%




Van Kampen Money Market
   12/31/97                           NO. YEARS           1.000
      TO
   12/31/98        TRANSACTION           DATE        $ VALUE           UNIT VALUE      NO. UNITS       END VALUE

               INIT DEPOSIT              31-Dec-97      1000.00             1.548616      645.73787
               FEE                       31-Dec-98         1.75             1.599505        1.09409

     RESULTING VALUE                     31-Dec-98                          1.599505      644.64378       1031.1110

                                                          1.000
  FORMULA:                                            1000*(1+T)=          1031.1110 without surrender charge
                                                              =            1031.1110
                                                            T =                3.11%
                                                            R =                3.11%

</TABLE>




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