ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I
485BPOS, 2000-04-28
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         AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 2000
- -------------------------------------------------------------------------------

                                                        FILE NOS.    333-77605
                                                                     811-09327

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-4

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        POST-EFFECTIVE AMENDMENT NO. 2/X/

                                     AND/OR

               REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
                                   ACT OF 1940

                               AMENDMENT NO. 3 /X/

                 ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I
                           (Exact Name of Registrant)

                         ALLSTATE LIFE INSURANCE COMPANY
                               (Name of Depositor)

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


                                   COPIES TO:

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

Approximate date of proposed public offering:  Continuous

IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE
                             (CHECK APPROPRIATE BOX)

/ / immediately  upon filing pursuant to paragraph (b) of Rule 485
/X/ on May 1, 2000 pursuant to paragraph (b) of Rule 485
/ / 60 days after filing  pursuant to paragraph  (a)(1) of Rule 485
/ / on (date) pursuant to paragraph (a)(i) of Rule 485

                    IF APPROPRIATE, CHECK THE FOLLOWING BOX:

/ /  This  post-effective  amendment  designates  a  new  effective  date  for a
previously filed post-effective amendment.


Title  of  Securities  Being  Registered:  Units  of  Interest  in the  Allstate
Financial Advisors Separate Account I under deferred variable annuity contracts.
<PAGE>
                        SelectDirections Variable Annuity

Allstate Life Insurance Company                  Prospectus dated  May 1, 2000
Nebraska Service Center
P.O. Box 80469, Lincoln, Nebraska  68501-0469
Telephone Number:  1-800-632-3492

Allstate  Life   Insurance   Company  ("we"  or   "Allstate")  is  offering  the
SelectDirections  Variable  Annuity,  an individual and group  flexible  premium
deferred variable annuity contract ("Contract"). 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  Fixed  Account  Option" and "Dollar  Cost  Averaging  Fixed
Account Option") and 24 variable sub-accounts  ("Variable  Sub-Accounts") of the
Allstate Financial Advisors Separate Account I ("Variable  Account").  Money you
direct  into  a  Variable  Sub-Account  is  invested  exclusively  in one of the
following mutual fund portfolios ("Portfolios"):

<TABLE>
<CAPTION>

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

</TABLE>

We (Allstate) have filed the Statement of Additional  Information,  dated May 1,
2000,  with the Securities  and Exchange  Commission  ("SEC").  It contains more
information  about the Contract and is incorporated  herein by reference,  which
means it is legally a part of this prospectus.  Its table of contents appears on
page B-1 of this  prospectus.  For a free  copy,  contact  us at the  address or
telephone  number above, or go to the SEC's Web site  (http://www.sec.gov).  You
can find other information and documents about us, including  documents that are
legally part of this  prospectus,  at the SEC's Web site.  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 the
                         adequacy  of this  prospectus.  Anyone  who  tells  you
                         otherwise is committing a federal crime.

       IMPORTANT         The Contracts may be distributed through broker-dealers
       NOTICES           that have relationships with banks or other financial
                         institutions or by employees of such banks. However,
                         the Contracts are not deposits, or obligations  of, or
                         guaranteed by such  institutions or any  federal
                         regulatory  agency.  Investment in the Contracts
                         involves investment risks, including possible loss of
                         principal.

                         The Contracts are not FDIC insured.



<PAGE>



                                Table of Contents

Glossary...................................................................
Questions and Answers about SelectDirections...............................
Expense Table..............................................................
  Examples.................................................................
  Explanation of Expense Table and Examples
  Financial Information....................................................
Description of the SelectDirections Contract...............................
  Summary..................................................................
  Contract Owner...........................................................
  Annuitant................................................................
  Modification of the Contract.............................................
  Assignment...............................................................
  Return Privilege.........................................................
Purchases and Contract Value...............................................
  Purchasing the Contract..................................................
  Automatic Payment Plan...................................................
  Allocation of Purchase Payments..........................................
  Contract Value...........................................................
  Variable Account Accumulation Unit Value.................................
Transfers..................................................................
  TransfersDuring the Accumulation Phase...................................
  Transfers Authorized by Telephone........................................
  Automatic Dollar Cost Averaging Program..................................
  Portfolio Rebalancing....................................................
The Investment Alternatives................................................
  Variable Sub-account Investments.........................................
  Investment Objectives of the Portfolios..................................
  Voting Rights............................................................
  Additions, Deletions, and Substitutions of Portfolios....................
  The Fixed Account Options................................................
     General...............................................................
     Standard Fixed Account Option.........................................
     Dollar Cost Averaging Fixed Account Option............................
Income Payments............................................................
  Payout Start Date........................................................
  Income Plans.............................................................
  Income Payments: General.................................................
  Variable Income Payments.................................................
  Fixed Income Payments....................................................
  Transfers During the Payout Phase........................................
  Death Benefit During the Payout Phase....................................
  Certain Employee Benefit Plans...........................................
Death Benefits.............................................................
  The Death Benefit: General...............................................
  Standard Death Benefit...................................................
  Claim and Payment........................................................
  Enhanced Death Benefit Rider.............................................
     Enhanced Death Benefit A..............................................
     Enhanced Death Benefit B..............................................
  Enhanced Death and Income Benefit Rider..................................
  Beneficiary..............................................................
Access to Your Money.......................................................
  In General...............................................................
  Partial Withdrawals......................................................
  Total Withdrawal.........................................................
  Substantially Equal Periodic Payments....................................
  Systematic Withdrawal Program............................................
  ERISA Plans..............................................................
  Minimum Contract Value...................................................
Expenses...................................................................
  Mortality and Expense Risk Charge........................................
  Administrative Expense Charge............................................
  Contract Maintenance Charge..............................................
  Transfer Fee.............................................................
  Withdrawal Charge........................................................
  Free Withdrawal..........................................................
  Waiver of Withdrawal Charges.............................................
     General...............................................................
     Confinement Waiver....................................................
     Terminal Illness Waiver...............................................
     Unemployment Waiver...................................................
  Premium Taxes............................................................
  Deduction for Variable Account Income Taxes..............................
  Other Expenses...........................................................
Tax Matters................................................................
  Introduction.............................................................
  Taxation of Annuities in General.........................................
     Tax Deferral..........................................................
     Non-Natural Owners....................................................
     Diversification Requirements..........................................
     Ownership Treatment...................................................
     Taxation of Partial and Full Withdrawals..............................
     Taxation of Income Payments...........................................
     Taxation of Annuity Death Benefits....................................
     Penalty Tax on Premature Distributions................................
     Aggregation of Annuity Contracts......................................
  Tax Qualified Contracts..................................................
     Restrictions under Section 403(b) Plans...............................
  Income Tax Withholding...................................................
Performance Information....................................................
  Yields and Standard Total Return.........................................
  Other Performance Data...................................................
Allstate Life Insurance Company and the Variable Account...................
  Allstate Life Insurance Company..........................................
  The Variable Account.....................................................
Administration.............................................................
Year 2000
Market Timing and Asset Allocation Services................................
Distribution of Contracts..................................................
Legal Proceedings..........................................................
Legal Matters..............................................................
Registration Statement.....................................................
Appendix A - Accumulation Unit Values                                       A-1
Table of Contents of the Statement of Additional Information............... B-1


                                    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 Sub-Accounts 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 when the last surviving Contract owner dies.

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
Sub-Accounts 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  Option  ("DCA
Account") and the Standard  Fixed Account  Option.  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 Option.

Income Plan - A series of  payments we will make on a scheduled  basis to you or
to another  person  designated by you. We will apply your money to provide these
payments  (called "income  payments") on the Payout Start Date.  Income payments
will  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 we apply  your money to
provide 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 Sub-Account.

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 we apply your money to an Income Plan.

Portfolio(s)  - The underlying  mutual funds in which the Variable  Sub-Accounts
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  Sub-Accounts  in order to price  Accumulation  Units and
annuity units.  Each  Valuation  Period begins at the close of normal trading on
the NYSE (currently  3:00 p.m.  Central 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   Sub-Accounts  that  we
established to receive and invest purchase payments paid under the Contract.

Variable  Sub-Account - 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  Sub-Accounts  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 may  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 Sub-Accounts 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  Sub-Accounts and the amount of interest
we credit to the Fixed Account Options.

During the Accumulation  Phase,  each Variable  Sub-Account  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  Sub-Accounts.  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.  On the Payout
Start Date, we will apply your money to provide income payments  according to an
Income Plan.  Your income  payments will 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 Sub-Accounts,  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 page __)

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.


<PAGE>




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  Sub-Accounts  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  Sub-Accounts  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 page __)

You  can   obtain  a  Contract   application   from  your   Personal   Financial
Representative.  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 older than age 90
before we receive your application.

4. What Are My Investment  Alternatives  under  SelectDirections?  (See Variable
Sub-Account Investments page __)

During the  Accumulation  Phase, you can allocate and reallocate your investment
among the Fixed  Account  Options and the Variable  Sub-Accounts.  Each Variable
Sub-Account  invests in a single Portfolio.  The Portfolios we offer through the
Variable Sub-Accounts under this Contract are:

<TABLE>
<CAPTION>

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

</TABLE>

*Each of these Portfolios is actually a Portfolio of Fidelity Variable Insurance
products Fund II (VIP II).  However, to minimize confusion, the Portfolios'
investment adviser has abbreviated the Portfolios' names as shown above.  The
investment objectives of these Portfolios has not changed.

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.


<PAGE>




5. What Are The Fixed Account Options? (See Fixed Account Options page __)

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 that  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 minimum purchase payment amount that may be allocated to the DCA
Account is $100. The payments, plus interest, will be transferred out of the DCA
Account in equal monthly installments and placed in the Variable Sub-Accounts 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  Sub-Accounts  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%. Transfers into the DCA Account are not permitted.

6. What Are My Expenses under SelectDirections? (See Contract Expenses page __)

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  Sub-Accounts.  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 LIT Money  Market  Variable  Sub-Account.  If the Van
Kampen LIT Money Market Variable  Sub-Account has  insufficient  funds,  then we
will  subtract  the  contract  maintenance  charge in equal parts from the other
Variable  Sub-Accounts  in the proportion  that your value in each bears to your
total value in all  Variable  Sub-Accounts,  excluding  the Van Kampen LIT Money
Market Variable Sub-Account.

After the Payout Start Date, the contract maintenance charge will be deducted in
equal parts from each variable  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 Sub-Accounts and an administrative  expense charge at an annual rate of
 .10% of your  average  daily net  assets in the  Variable  Sub-Accounts.  If you
select our optional Enhanced Death Benefit Rider, we will charge a mortality and
expense risk charge at an annual rate of 1.35% of your average  daily net assets
in the Variable  Sub-Accounts.  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 page
__)

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 page __)

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 payments  pursuant to Income
Plan 3, you may be  entitled  to a full or partial  withdrawal  of the  commuted
value of the remaining income payments associated with the amount withdrawn. The
minimum amount you may withdraw at a time is $1,000.

9. What Is the Death Benefit? (See Death Benefits page __)

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  and each subsequent
          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  currently  offer an optional  Enhanced  Death Benefit  Rider,* which is
described later in this prospectus.

We will  determine the value of the death benefit as of the end of the Valuation
Period  during which we receive all of the  information  that we need to process
the claim.

* The Enhanced  Death and Income Benefit  Rider,  which was  previously  offered
under this  Contract,  is available  only to Contract  owners who selected  this
option prior to May 1, 2000.

10. What Else Should I Know About SelectDirections?

Allocation of Purchase Payments (See Allocation of Purchase Payments page __) In
your Contract application, you may allocate your initial purchase payment to the
Variable  Sub-Accounts  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.  Purchase payments allocated to the DCA Account must be
at least $100.

Transfers (See Transfers during the Accumulation Phase page __)
During  the  Accumulation  Phase,  you may  transfer  Contract  Value  among the
Variable  Sub-Accounts and from the Variable  Sub-Accounts to the Standard Fixed
Account Option. The minimum amount that may be transferred is $100. If the total
amount  remaining  in  the  Standard  Fixed  Account  Option  or  in a  Variable
Sub-Account  after a transfer would be less than $100, the entire amount will be
transferred. Transfers into the DCA Account are not permitted.

The maximum  amount you may transfer  from the  Standard  Fixed  Account  Option
during  any  Contract  Year  is  the  greater  of  30%  of  the  Standard  Fixed
AccountOption balance as of the last Contract Anniversary or the greatest of any
prior transfer from the Standard Fixed Account Option. This limit does not apply
to dollar cost  averaging.  You may  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 page __)
     Under  the   Automatic   Dollar  Cost   Averaging   Program,   amounts  are
     automatically  transferred  at regular  intervals  from the Standard  Fixed
     Account  Option  or a  Variable  Sub-Account  of your  choosing  to up to 8
     options,  including  other  Variable  Sub-Accounts  or the  Standard  Fixed
     Account Option. Transfers may be made monthly, quarterly, or annually.

     Portfolio Rebalancing (See Automatic Portfolio Rebalancing Program page__)
     Under the Automatic  Portfolio  Rebalancing  Program,  you can maintain the
     percentage of your Contract Value allocated to each Variable Sub-Account 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  Transfers  During the Payout Phase
     page __)
     You may not make any  transfers  among the  Variable  Sub-Accounts  for the
     first six months  after the Payout  Start  Date.  Thereafter,  you may make
     transfers among the Variable  Sub-Accounts,  but these transfers must be at
     least 6 months apart. You can make transfers from the Variable  Sub-Account
     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 page __)
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  Personal  Financial
Representative. 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  Personal  Financial  Representative)  receive the  Contract  from you. The
Contract Value may be more or less than your purchase payments. If this Contract
is qualified  under  Section 408 of the Tax Code,  we will refund the greater of
any purchase  payments or the Contract Value. In certain states, we are required
to send you the amount of your purchase payments.  Since state laws differ as to
the consequences of returning a Contract,  you should refer to your Contract for
specific information about your circumstances.

11. Who Can I Contact for More Information?

                                    You can write to us at:

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

                                    Overnight mail address:
                                    Allstate Life Insurance Company
                                    Nebraska Service Center
                                    2940 S. 84th Street
                                    Lincoln, Nebraska 68506

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



<PAGE>



                                  Expense Table

Contract Owner Transaction Expenses

Withdrawal Charge
(as a percentage of Purchase Payments)*


Payment Year                                             Withdrawal Charge
                                                             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 (We will waive this
charge in certain cases).........................................$35.00

* Each  Contract  Year,  you  may  withdraw  up to the  greater  of 15% of  your
aggregate  purchase payments that have been held by us for less than seven years
or earnings not previously withdrawn, without incurring a withdrawal charge.

Variable Account Expenses
(as a percentage of average daily net assets in the Variable Sub-Accounts 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%

*The  Enhanced  Death and Income  Benefit  Rider is  available  only to Contract
owners who selected this option prior to May 1, 2000.


<PAGE>



Portfolio Company  Annual Expenses (After any Fee Waivers or Reductions)
(As a Percentage of Portfolio Average Daily Net Assets) (1)

<TABLE>
<CAPTION>

                                 Portfolio                                    Management Fee      Other Expenses      Total Annual
                                                                                                                        Expenses

<S>                                                                               <C>                  <C>                <C>
AIM Variable Insurance Funds
  AIM V.I. Capital Appreciation                                                   0.62%                0.11%              0.73%
  AIM V.I. Diversified Income                                                     0.60%                0.23%              0.83%
  AIM V.I. Growth and Income                                                      0.61%                0.16%              0.77%
  AIM V.I. International Equity                                                   0.75%                0.22%              0.97%
  AIM V.I. Value                                                                  0.61%                0.15%              0.76%
Fidelity Variable Insurance Products Fund (VIP)
  Fidelity VIP Contrafund (2) (Initial Class)                                     0.58%                0.09%              0.67%
  Fidelity VIP Growth (2) (Initial Class)                                         0.58%                0.08%              0.66%
  Fidelity VIP High Income (Initial Class)                                        0.58%                0.11%              0.69%
  Fidelity VIP Index 500 (3) (Initial Class)                                      0.24%                0.04%              0.28%
  Fidelity VIP Investment Grade Bond (Initial Class)                              0.43%                0.11%              0.54%
    Fidelity VIP Overseas (2) (Initial Class)                                     0.73%                0.18%              0.91%
MFS(R) Variable Insurance Trust(sm)
  MFS Bond (4)(5)(6)                                                              0.60%                0.16%              0.76%
  MFS Growth with Income (4)                                                      0.75%                0.13%              0.88%
  MFS High Income (4)(5)(6)                                                       0.75%                0.16%              0.91%
  MFS New Discovery (4)(5)(6)                                                     0.90%                0.17%              1.07%
Oppenheimer Variable Account Funds
  Oppenheimer Bond/VA                                                             0.72%                0.01%              0.73%
  Oppenheimer Capital Appreciation/VA                                             0.68%                0.02%              0.70%
  Oppenheimer Global Securities/VA                                                0.67%                0.02%              0.69%
  Oppenheimer High Income/VA                                                      0.74%                0.01%              0.75%
  Oppenheimer Small Cap Growth/VA (7)                                             0.75%                0.00%              0.75%
Van Kampen Life Investment Trust
  Van Kampen LIT Comstock (8)(9)                                                  0.00%                0.95%              0.95%
  Van Kampen LIT Domestic Income (9)(10)                                          0.01%                0.60%              0.61%
  Van Kampen LIT Emerging Growth (9)                                              0.47%                0.18%              0.65%
  Van Kampen LIT Money Market (9)(10)                                             0.29%                0.43%              0.62%

</TABLE>

Footnotes

(1)  Figures  shown in the table are for the  period  ended  December  31,  1999
     unless otherwise indicated.

(2)  A portion of the brokerage  commissions that these Portfolios paid was used
     to reduce the Portfolios'  expenses.  In addition,  certain Portfolios,  or
     Fidelity  Management  & Research  Company on behalf of certain  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 annual expenses
     would have been: 0.65% for the Fidelity VIP Contrafund Portfolio; 0.65% for
     the Fidelity VIP Growth Portfolio; and 0.87% for Fidelity VIP Overseas.

(3)  Fidelity Management & Research Company agreed to reimburse a portion of the
     Fidelity VIP Index 500 Portfolio's expenses during the period. Without this
     reimbursement,  the  Portfolio's  management  fee, other expenses and total
     expenses would have been 0.24%, 0.10% and 0.34%, respectively.

(4)  Each  Portfolio  of the MFS(R)  Variable  Insurance  Trustsm 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.

(5)  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:  0.15% for the
     Bond Portfolio and 0.15% 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,
     2001,  unless  terminated  with the consent of the board of trustees  which
     oversees the Portfolios.

(6)  The figures shown in the Expense Table have been reduced to reflect certain
     expense  reimbursements  from MFS,  the  investment  adviser  to the MFS(R)
     Variable Insurance Trustsm. If MFS had not reimbursed these expenses,  then
     the  management  fees,  other  expenses and total  annual  expenses for the
     fiscal  year ended  December  31,  1999  would have been:  for the MFS Bond
     Portfolio,  0.60%, 0.46% and 1.06%,  respectively;  for the MFS High Income
     Portfolio,  0.75%,  0.22%  and  0.97%,  respectively;  and  for the MFS New
     Discovery Portfolio, 0.90%, 1.59% and 2.49%, respectively.

(7)  The figures shown in the Expense Table have been reduced to reflect certain
     voluntary  fee waivers and expense  reimbursements  from  OppenheimerFunds,
     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,  1999 for the
     Oppenheimer  Small Cap Growth  Portfolio  would have been 0.75%,  0.59% and
     1.34%, respectively.

(8)  Because the Van Kampen LIT Comstock  Portfolio did not commence  operations
     until April 30, 1999, the  percentages for fees and expenses in the Expense
     Table are estimated for the  Portfolio's  last fiscal year ending  December
     31, 1999.

(9)  The figures shown in the Expense 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,  total annual expenses for the fiscal
     year ended December 31, 1999 would have been:  1.10% for the Van Kampen LIT
     Domestic  Income  Portfolio,  0.88% for the Van Kampen LIT Emerging  Growth
     Portfolio,  0.93% for the Van Kampen LIT Money Market Portfolio,  and 1.36%
     for the Van Kampen LIT Comstock Portfolio.

(10) The ratio of expenses to average net assets do not reflect  credits  earned
     on overnight cash balances.  If these credits were reflected as a reduction
     of expenses, the ratios for the year ended December 31, 1999 would decrease
     by 0.01% for the Van Kampen LIT Domestic  Income  Portfolio,  and 0.02% for
     the Van Kampen LIT Money Market Portfolio.

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 Sub-Account;

     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 Benefit Rider (with total Variable  Account
          expenses of 1.45%).

This example assumes the election of the Enhanced Death Benefit Rider with total
Variable Account expenses of 1.45%.  If the Enhanced Death and Income Benefit
Rider has been elected, the expense figures shown below would be slightly
higher.

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

Variable Sub-Account                                                              1 Year      3 Years        1 Year       3 Years
<S>                                                                                <C>          <C>           <C>           <C>
AIM Variable Insurance Funds
  AIM V.I. Capital Appreciation                                                    $87          $135          $85           $129
  AIM V.I. Diversified Income                                                      $88          $138          $86           $132
  AIM V.I. Growth and Income                                                       $87          $136          $85           $130
  AIM V.I. International Equity                                                    $89          $142          $87           $136
  AIM V.I. Value                                                                   $87          $136          $85           $130
Fidelity Variable Insurance Products Fund (VIP)
  Fidelity VIP Contrafund                                                          $86          $133          $84           $127
    Fidelity VIP Growth                                                            $86          $133          $84           $127
  Fidelity VIP High Income                                                         $86          $134          $84           $128
    Fidelity VIP Index 500                                                         $82          $121          $80           $115
  Fidelity VIP Investment Grade Bond                                               $85          $129          $83           $123
  Fidelity VIP Overseas                                                            $89          $140          $87           $134
MFS(R) Variable Insurance Trust(sm)
  MFS Bond                                                                         $87          $136          $85           $130
  MFS Growth with Income                                                           $87          $136          $85           $129
  MFS High Income                                                                  $87          $136          $85           $129
  MFS New Discovery                                                                $88          $140          $86           $133
Oppenheimer Variable Account Funds
  Oppenheimer Bond/VA                                                              $89          $140          $87           $134
  Oppenheimer Capital Appreciation/VA                                              $86          $134          $84           $128
  Oppenheimer Global Securities/VA                                                 $90          $145          $88           $139
  Oppenheimer High Income/VA                                                       $87          $135          $85           $129
  Oppenheimer Small Cap Growth/VA                                                  $86          $134          $84           $128
Van Kampen Life Investment Trust
  Van Kampen LIT Comstock                                                          $89          $142          $87           $136
  Van Kampen LIT Domestic Income                                                   $86          $131          $83           $125
  Van Kampen LIT Emerging Growth                                                   $86          $132          $84           $126
  Van Kampen LIT Money Market                                                      $86          $132          $84           $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 Benefit Rider (with total Variable
Account expenses of 1.45%).

This example assumes the election of the Enhanced Death Benefit Rider with total
Variable Account expenses of 1.45%.  If the Enhanced Death and Income Benefit
Rider has been elected, the expense figures shown below would be slightly
higher.

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

Variable Sub-Account                                                              1 Year       3 Years       1 Year       3 Years
<S>                                                                                <C>          <C>           <C>           <C>
AIM Variable Insurance Funds
  AIM V.I. Capital Appreciation                                                    $27           $84           $25          $78
  AIM V.I. Diversified Income                                                      $28           $87           $26          $81
  AIM V.I. Growth and Income                                                       $28           $85           $26          $79
  AIM V.I. International Equity                                                    $30           $91           $28          $85
  AIM V.I. Value                                                                   $28           $85           $26          $79
Fidelity Variable Insurance Products Fund (VIP)
  Fidelity VIP Contrafund                                                          $27           $82           $25          $76
  Fidelity VIP Growth                                                              $27           $82           $25          $76
  Fidelity VIP High Income                                                         $27           $83           $25          $77
  Fidelity VIP Index 500                                                           $23           $70           $21          $64
  Fidelity VIP Investment Grade Bond                                               $25           $78           $23          $72
  Fidelity VIP Overseas                                                            $29           $89           $27          $83
MFS(R) Variable Insurance Trust(sm)
  MFS Bond                                                                         $28           $85           $26          $79
  MFS Growth with Income                                                           $27           $85           $25          $78
  MFS High Income                                                                  $27           $85           $25          $78
  MFS New Discovery                                                                $29           $89           $27          $82
Oppenheimer Variable Account Funds
  Oppenheimer Bond/VA                                                              $29           $89           $27          $83
  Oppenheimer Capital Appreciation/VA                                              $27           $83           $25          $77
  Oppenheimer Global Securities/VA                                                 $31           $94           $29          $88
  Oppenheimer High Income/VA                                                       $27           $84           $25          $78
  Oppenheimer Small Cap Growth/VA                                                  $27           $83           $25          $77
Van Kampen Life Investment Trust
  Van Kampen LIT Comstock                                                          $30           $91           $27          $85
  Van Kampen LIT Domestic Income                                                   $26           $80           $24          $74
  Van Kampen LIT Emerging Growth                                                   $26           $81           $24          $75
  Van Kampen LIT Money Market                                                      $26           $81           $24          $74

</TABLE>

                    Explanation of Expense Table and Examples

1.   We have included the Expense  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 Expense Table reflects
     expenses of the Variable Account as well as the Portfolios.  For additional
     information,  you should read "Expenses," page __; 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,  payment of
     death benefit proceeds, 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 Sub-Accounts.

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.

Financial Information

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

Attached as Appendix A to this  prospectus are tables  showing the  Accumulation
Unit Values of each Variable Sub-Account since its inception. To obtain a fuller
picture of each Variable  Sub-Account's  finances,  please refer to the Variable
Account's  financial   statements  contained  in  the  Statement  of  Additional
Information.  The financial  statements of Allstate also appear in the Statement
of Additional Information.

                  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
Sub-Accounts to which you allocate or transfer your purchase  payments,  as well
as to reflect  interest  credited  to  amounts  allocated  to the Fixed  Account
Options.  During the Accumulation Phase, 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 reached his or her 91st  birthday,  or where the
Annuitant has reached his or her 91st birthday.

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  (e.g.,
your Personal Financial Representative) 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 Personal Financial Representative 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  Personal  Financial
Representative)  receive the Contract from you. The Contract  Value at that time
may be more or less than your purchase  payments.  If this Contract is qualified
under  Section 408 of the Tax Code,  we will refund the greater of any  purchase
payments or the Contract Value.

In certain  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  Sub-Accounts  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 Sub-Accounts you have selected
or to the Fixed  Account  Options 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 LIT Money Market Variable  Sub-Account.  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 an initial  purchase  payment of $1,200 or
more. We will issue the Contract if the Annuitant and Contract  owner are age 90
or younger.  The initial  purchase payment is the only payment we require you to
make under the Contract. There are no requirements on how many payments to make.
After the initial  purchase  payment,  you decide the amount of each  subsequent
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  additional  purchase  payments of $25 or more per month
($100 or more per month for purchase  payments  allocated to the DCA Account) 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  Sub-Account(s)  and the
Fixed Account Options in the proportions that you select, provided they meet the
minimum allocation  amounts described in this prospectus.  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 a Fixed Account Option 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
Sub-Accounts  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.

We determine the number of  Accumulation  Units in each Variable  Sub-Account to
allocate to your  Contract by dividing  that  portion of your  purchase  payment
allocated to a Variable Sub-Account by that Variable Sub-Account'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  Sub-Accounts  you
have selected, plus the value of your interest in the Fixed Account Options.

Variable Account Accumulation Unit Value

As a general matter,  the Accumulation Unit Value for each Variable  Sub-Account
will rise or fall to reflect  changes  in the share  price of the  Portfolio  in
which  the  Variable  Sub-Account   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  Sub-Account.
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  Sub-Account.  We determine the Accumulation
Unit Value for each Variable  Sub-Account 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 Sub-Account and, therefore, your Contract Value.

                                    Transfers

Transfers During the Accumulation Phase

During  the  Accumulation  Phase,  you may  transfer  Contract  Value  among the
Standard  Fixed Account  Option and the Variable  Sub-Accounts  in writing or by
telephone/fax.  The minimum  amount that may be  transferred  from the  Standard
Fixed Account Option or the Variable  Sub-Accounts  is $100. If the total amount
remaining  in the Standard  Fixed  Account  Option or the Variable  Sub-Accounts
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.  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 "DCA Account" or a
Variable  Sub-Account  of your  choosing  to up to 8  options,  including  other
Variable Sub-Accounts or the Standard Fixed Account Option. The interval between
transfers  from the DCA  Account  may be  monthly  only.  The  interval  between
transfers from Variable Sub-Accounts 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 Automatic  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  address  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 the
Automatic 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  the  Automatic  Dollar  Cost
Averaging and Portfolio Rebalancing Programs at the same time.

Automatic Portfolio Rebalancing Program

Portfolio  rebalancing  allows you to maintain the  percentage  of your Contract
Value  allocated to each Variable  Sub-Account 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 Sub-Account's  investment
results will shift the balance of your  Contract  Value  allocations.  Under the
Automatic Portfolio  Rebalancing Program, 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.  The  Automatic  Portfolio  Rebalancing
Program is not  available  after the  Payout  Start  Date.  We will not charge a
transfer fee for portfolio rebalancing. No more than eight Variable Sub-Accounts
can be included in the Automatic Portfolio  Rebalancing Program at one time. You
may not include the Standard  Fixed Account  Option in the  Automatic  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 address  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  Sub-Accounts  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 the Automatic Dollar
Cost  Averaging  and  Portfolio  Rebalancing  Programs at the same time.  We may
change, terminate, limit, or suspend portfolio rebalancing at any time.

                           The Investment Alternatives

Variable Sub-Account Investments

The Portfolios
Each of the Variable  Sub-Accounts 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  Sub-Accounts 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  Sub-Accounts  invest.  You bear the
investment risk that those  Portfolios  possibly will not meet their  investment
objectives.

Investment Objectives of the Portfolios

Certain  Portfolios have similar  investment  objectives.  You should  carefully
review the prospectuses for the Portfolios before investing.
<TABLE>
<CAPTION>

Portfolio                               Each Portfolio Seeks:

<S>                                     <C>
AIM V.I. Capital Appreciation*          Growth of capital. Investment adviser is AIM Advisors, Inc.

AIM V.I. Diversified Income*            High level of current income. Investment adviser is AIM Advisors, Inc.

AIM V.I. Growth and Income*             Growth of capital with a secondary objective of current income. Investment adviser is AIM
                                        Advisors, Inc.

AIM V.I. International Equity*          Long-term growth of capital. Investment adviser is AIM Advisors, Inc.

AIM V.I. Value*                         Long-term growth of capital. Income is a secondary objective. Investment adviser is AIM
                                        Advisors, Inc.

Fidelity VIP Contrafund                 Long-term capital appreciation. Investment adviser is Fidelity Management & Research
                                        Company.

Fidelity VIP Growth                     Capital appreciation. Investment adviser is Fidelity Management & Research Company.

Fidelity VIP High  Income               High  level of current income while also considering  growth of
                                        capital.  Investment adviser is Fidelity Management & Research Company.

Fidelity VIP Index 500                  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.




<PAGE>




Portfolio                               Each Portfolio Seeks:

Fidelity VIP Investment Grade Bond      High level of current income. Investment adviser is Fidelity Management & Research Company.

Fidelity VIP Overseas                   Long-term growth of capital. Investment adviser is Fidelity Management & Research Company.

MFS Bond                                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                  Reasonable current income and long-term growth of capital and income. Investment adviser is
                                        MFS.

MFS High Income                         High current income. Investment adviser is MFS.

MFS New Discovery                       Capital appreciation. Investment adviser is MFS.

Oppenheimer                             Bond/VA 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     Capital appreciation. Investment adviser is OppenheimerFunds, Inc.


Oppenheimer Global Securities/VA        Long-term capital appreciation. Investment adviser is OppenheimerFunds, Inc.


Oppenheimer High Income/VA              High level of current income. Investment adviser is OppenheimerFunds, Inc.

Oppenheimer Small Cap Growth/VA         Capital appreciation. Investment adviser is OppenheimerFunds, Inc.


Van Kampen LIT Comstock                 Capital growth and income. Investment adviser is Van Kampen Asset Management Inc.

Van Kampen LIT Domestic Income          Primarily 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 LIT Emerging Growth          Capital appreciation. Investment adviser is Van Kampen Asset Management Inc.

Van Kampen LIT Money Market             Protection of capital and high current income. Investment adviser is Van Kampen Asset
                                        Management Inc.

</TABLE>

* The Portfolios'  investment objectives may be changed by the Portfolios' Board
of Trustees without shareholder approval.


<PAGE>




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  Sub-Account  are separate  and are credited to or charged  against the
particular Variable  Sub-Account without regard to income,  gains or losses from
any other Variable  Sub-Account or from any other part of our business.  We will
use the net purchase payments you allocate to a Variable Sub-Account 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 (or Board
of  Trustees)  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 (or Board of Trustees)  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  Sub-Accounts  to which you have allocated your
Contract  Value.  Under  current  law,  however,  you  are  entitled  to give us
instructions on how to vote those shares on certain matters.  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 Sub-Accounts:

     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  Sub-Account to another,  or from
          any Variable Sub-Account to our general account;

     o    to add,  combine,  or remove  Variable  Sub-Accounts  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  money 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.  Any money you  allocate to the Fixed
Account  Options does not entitle you to share in the  investment  experience of
the Fixed  Account  Options.  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 Option 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  Option.  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 "DCA Account". The minimum amount
that may be  allocated  to the DCA Account is $100.  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
Sub-Accounts  or the Standard  Fixed  Account  Option,  in the  percentages  you
designate.  You  may not  transfer  funds  to  this  option  from  the  Variable
Sub-Accounts or the Standard Fixed Account Option.


<PAGE>



                                 Income Payments

Payout Start Date

The Payout Start Date is the day that we will apply the value of your  Contract,
less applicable taxes, to the Income Plan you select.  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.  We will  deduct the  mortality  and
         expense risk charge from the assets of the Variable  Sub-Accounts  that
         support this plan even though we may not bear any mortality risk.

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 __. 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 variable 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" on page __ and "Fixed Income Payments" on page __.

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
Options on the Payout Start Date to fixed income payments.  If you wish to apply
any portion of your money in the Fixed Account  Options to your variable  income
payments,  then you should plan ahead and  transfer  that amount to the Variable
Sub-Accounts  prior  to the  Payout  Start  Date.  If you do not  tell us how to
allocate your Contract Value among fixed and variable income  payments,  we will
apply your Contract Value in the variable  account to variable  income  payments
and your Contract Value in the fixed account to fixed income payments.

Income payments begin on the Payout Start Date.

We will make  income  payments  in  monthly,  quarterly,  semi-annual  or annual
installments,  as you  select.  As of the  Payout  Start  Date,  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 all or part 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  associated with
the amount withdrawn.  To determine the present value of any remaining  variable
income  payments  being  withdrawn,  we use a discount rate equal to the assumed
annual investment rate that we use to compute such variable income payments. The
minimum  amount you may withdraw at a time is $1,000.  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  Sub-Accounts 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 life7.

The investment results of the Variable  Sub-Accounts 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  Statement  of  Additional  Information  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
Sub-Accounts.

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 Sub-Accounts so as to change the relative weighting of the Variable
Sub-Accounts  on which your variable income payments will be based. In addition,
you will have a limited ability to make transfers from the Variable Sub-Accounts
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  Sub-Accounts,  but
these  transfers must be at least six months apart.  You can make transfers from
the Variable Sub-Account 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 an attorney 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;

     3.   and the greatest  Contract Value  calculated on each seventh  Contract
          Anniversary,  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 decree of a court of competent  jurisdiction  as
          to the finding of death; or

     o    a written  statement of a medical  doctor who attended the deceased at
          the time of death.

     o    any other proof acceptable to us.


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 Sub-Accounts, 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 make a single
          withdrawal of any amount.

     (3)  If the  Contract  is  continued  by a  surviving  spouse,  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 distribution  upon death in a lump sum within 5 years of the date of
death, 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, or

     o    Enhanced Death Benefit B.

As shown in the Expense  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
make a purchase  payment or 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 Enhanced 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.

When you  purchased  the  Contract,  you may have chosen 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 Expense Table,
we  will  charge  a  higher   mortality  and  expense  risk  charge  during  the
Accumulation Phase and the Payout Phase, if you have selected 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
Sub-Account.  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 Personal Financial Representative, 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  Sub-Accounts 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  Sub-Accounts  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 and applicable
taxes. 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 __, 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  Sub-Account
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  Sub-Accounts
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 seek tax advice regarding this issue.

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.

                                    Expenses

We assess charges and expenses 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  Expense  Table  on  pages  __-__,  and  described  more  fully  in  the
prospectuses and Statements of Additional Information for the Portfolios.

Mortality and Expense Risk Charge

We deduct a mortality and expense risk charge from your Contract's value in each
Variable  Sub-Account  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
Sub-Accounts.

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 Sub-Accounts.  If you have selected
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 Sub-Accounts.

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.

*The  Enhanced  Death and Income  Benefit  Rider is  available  only to Contract
owners who selected this option prior to May 1, 2000.

Administrative Expense Charge

We deduct an administrative expense charge from each Variable Sub-Account during
each Valuation  Period.  This charge is equal,  on an annual basis,  to 0.10% of
your  average  daily net assets in the  Variable  Sub-Accounts.  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  LIT  Money  Market  Variable  Sub-Account  on each
Contract  Anniversary.  If the Van Kampen LIT Money Market Variable  Sub-Account
has insufficient funds, then we will subtract the contract maintenance charge in
equal parts from the other Variable  Sub-Accounts  in the  proportion  that your
value in each bears to your total value in all Variable Sub-Accounts,  excluding
the Van Kampen LIT Money Market Variable Sub-Account.

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  Sub-Account(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 (unless the Settlement Value is used);

     o    a free withdrawal amount, as described below;

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

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 adviser 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 Year                                 Withdrawal Charge
                                                 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:
<TABLE>
<CAPTION>

<S>                        <C>
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.
</TABLE>

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. You (or the
          Annuitant) 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
          your (or the  Annuitant'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, as defined in the Contract.

You may not  claim  this  benefit  if the  physician  prescribing  your  (or the
Annuitant's)  stay in a long term care  facility  is the  Contract  owner or the
Annuitant or a member of the Contract owner or the Annuitant'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,  as defined in the  Contract.  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  (or  the  Annuitant,  if  the  Contract  owner  is  not a  living
          individual) become unemployed at least one year after the issue date;

     o    You  (or  the  Annuitant,  if  the  Contract  owner  is  not a  living
          individual) receive unemployment  compensation for at least 30 days as
          a result of that unemployment; and

     o    You  (or  the  Annuitant,  if  the  Contract  owner  is  not a  living
          individual) 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 Statement of Additional Information.

Other Expenses

You indirectly bear the charges and expenses of the Portfolios  whose shares are
held by the Variable Sub-Accounts 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 Contract 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  Statement of Additional  Information  for a discussion of
several  exceptions  to the  general  rule for  contracts  owned by  non-natural
persons.

Diversification Requirements
For a Contract to be treated as an annuity for federal income tax purposes,  the
investments in the Variable Account must be "adequately  diversified" consistent
with standards under Treasury Department regulations.  If the investments in the
Variable  Account  are not  adequately  diversified,  the  Contract  will not be
treated as an annuity contract for federal income tax purposes. As a result, the
income on the Contract will be taxed as ordinary  income  received or accrued by
the owner during the taxable year.  Although Allstate does not have control over
the  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 Sub-Account 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 includible in your gross income.  Allstate does not know what  standards will
be set forth in any  regulations  or rulings which the Treasury  Department  may
issue. It is possible that future standards announced by the Treasury Department
could adversely affect the tax treatment of your Contract.  We reserve the right
to modify the  Contract  as  necessary  to  attempt  to  prevent  you from being
considered the federal tax owner of the assets of the variable account. However,
we make no guarantee that such modification to the Contract will be successful.

Taxation of Partial and Full Withdrawals
If you  make a  partial  withdrawal  under  a  non-qualified  Contract,  amounts
received  are  taxable to the  extent  the  Contract  Value,  without  regard to
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.

"Non-qualified   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 non-qualified Contract without full and adequate consideration
to a person  other  than  your  spouse  (or to a  former  spouse  incident  to a
divorce), you will be taxed on the difference between the Contract Value and the
investment in the Contract at the time of transfer. Except for certain qualified
Contracts, any amount you receive as a loan under a Contract, and any assignment
or pledge (or agreement to assign or pledge) of the Contract Value is treated as
a withdrawal of such amount or portion.

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

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

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

Penalty Tax on Premature Distributions
A 10% penalty tax applies to the taxable  amount of any  premature  distribution
from  a  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 adviser 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  nonqualified   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.

The income on qualified  plan and IRA  investments  is tax deferred and variable
annuities  held by such plans do not receive any  additional  tax deferral.  You
should review the annuity features,  including all benefits and expenses,  prior
to purchasing a variable annuity in a qualified plan or IRA.  Allstate  reserves
the  right to limit the  availability  of the  Contract  for use with any of the
qualified plans listed above. 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 December 31, 1988, 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  Sub-Accounts.  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  Contracts  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 LIT Money Market Variable  Sub-Account refers to the
annualized  investment  income that an investment in the  Sub-Account  generates
over a specified  seven-day  period.  The effective  yield of the Van Kampen LIT
Money Market  Variable  Sub-Account  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
Sub-Account (except the Van Kampen LIT Money Market Variable Sub-Account) refers
to  the  annualized  income  that  an  investment  in the  Variable  Sub-Account
generates over a specified thirty-day period.

The  average  annual  total  return of a Variable  Sub-Account  assumes  that an
investment has been held in the Variable Sub-Account for certain periods of time
including  the period  measured  from the date the  Variable  Sub-Account  began
operations.  We will provide the average  annual total return for each  Variable
Sub-Account  that  has  been in  operation  for 1, 5,  and 10  years,  or  since
inception if for a shorter  period.  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,  or the
period since inception.

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 Statement of Additional Information.

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
Contracts with the Enhanced Death and Income Benefit), an administrative expense
charge of 0.10%,  an annual contract  maintenance  charge of $35, and applicable
withdrawal charges.

Such adjusted performance includes data that precedes the inception dates of the
Variable  Sub-Accounts,  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  Statement  of  Additional
Information.

Advertising,  sales literature, and other communications may compare the expense
and performance  data for the Contract and each Variable  Sub-Account 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 Sub-Account'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  Company's,  Standard &
Poor's Insurance Rating Services' and Moody'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 the State of
Illinois.  All of the outstanding capital stock of Allstate Insurance Company is
owned by The Allstate Corporation.

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

The Variable Account

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


<PAGE>



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 multiple Variable Sub-Accounts.  We may add
new  Variable  Sub-Accounts  or  eliminate  one or more of them,  if we  believe
marketing, tax, or investment conditions so warrant. The assets of each Variable
Sub-Account  are  invested  in the  shares of one of the  Portfolios.  We do not
guarantee  the  investment  performance  of the Variable  Account,  its Variable
Sub-Accounts 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
Statement of Additional  Information.  You may obtain a copy of the Statement of
Additional Information by writing to us or calling us at 1-800-632-3492 or go to
the  SEC's Web site at  (http://www.sec.gov).  We have  reproduced  the Table of
Contents of the  Statement of  Additional  Information  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 (overnight
mail:  Allstate Life Insurance  Company,  Nebraska Service Center,  2940 S. 84th
Street, Lincoln, Nebraska 68506).

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  policy  and   Contract
administration.  Since  many of  Allstate's  older  computer  software  programs
recognize  only the last two digits of the year in any date,  some  software may
have failed to operate  properly in or after the year 1999,  if the software was
not reprogrammed or replaced ("Year 2000 Issue"). Allstate believes that many of
its  counterparties and suppliers also had potential Year 2000 Issues that could
affect Allstate. In 1995, Allstate Insurance Company commenced a four-phase plan
intended to mitigate  and/or  prevent the adverse  effects of Year 2000  Issues.
These strategies included 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  included  Allstate  actively  working  with its major
external  counterparties  and suppliers to assess their  compliance  efforts and
Allstate's  exposure  to them.  Because of the  accuracy  of this plan,  and its
timely  completion,  Allstate has experienced no material impacts on its results
of operations,  liquidity or financial position due to the Year 2000 issue. Year
2000 costs are 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.

ALFS, Inc. *("ALFS") located at 3100 Sanders Road,  Northbrook,  IL 60062 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.

*Effective May 1, 2000, Allstate Life Financial Services, Inc. was renamed ALFS,
Inc.

                                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

Freedman,  Levy,  Kroll & Simonds,  Washington,  D.C.,  has advised  Allstate on
certain federal  securities law 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,
Senior Vice President, Secretary and General Counsel.

                             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>



                                   Appendix A
                Accumulation Unit Value and Number of Accumulation Units
               Outstanding for Each Variable Sub-Account Since Inception*


For the Period July 20* through December 31,                        1999
- --------------------------------------------                        ----

AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                       $10.000
Accumulation Unit Value, End of Period                             $13.962
Number of Units Outstanding, End of Period                          10,875

AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                       $10.000
Accumulation Unit Value, End of Period                             $10.005
Number of Units Outstanding, End of Period                           8,850

AIM V.I. GROWTH AND INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                       $10.000
Accumulation Unit Value, End of Period                             $12.377
Number of Units Outstanding, End of Period                           5,473

AIM V.I. INTERNATIONAL EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                       $10.000
Accumulation Unit Value, End of Period                             $14.851
Number of Units Outstanding, End of Period                           4,301

AIM V.I. VALUE SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                       $10.000
Accumulation Unit Value, End of Period                             $11.941
Number of Units Outstanding, End of Period                           4,798

FIDELITY VIP CONTRAFUND SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                       $10.000
Accumulation Unit Value, End of Period                             $11.527
Number of Units Outstanding, End of Period                          13,193

FIDELITY VIP GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                       $10.000
Accumulation Unit Value, End of Period                             $12.415
Number of Units Outstanding, End of Period                          10,589

FIDELITY VIP HIGH INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                       $10.000
Accumulation Unit Value, End of Period                             $10.156
Number of Units Outstanding, End of Period                           2,272

FIDELITY VIP INDEX 500 SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                       $10.000
Accumulation Unit Value, End of Period                             $11.171
Number of Units Outstanding, End of Period                          10,365


                                       A-1
<PAGE>

FIDELITY VIP INVESTMENT GRADE BOND SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period
Accumulation Unit Value, End of Period                             $10.000
Number of Units Outstanding, End of Period                         $10.065
                                                                     3,082
FIDELITY VIP OVERSEAS SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                       $10.000
Accumulation Unit Value, End of Period                             $13.019
Number of Units Outstanding, End of Period                          11,627

MFS BOND SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                       $10.000
Accumulation Unit Value, End of Period                              $9.949
Number of Units Outstanding, End of Period                          10,317

MFS GROWTH WITH INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                       $10.000
Accumulation Unit Value, End of Period                             $10.481
Number of Units Outstanding, End of Period                          10,973

MFS HIGH INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                       $10.000
Accumulation Unit Value, End of Period                             $10.144
Number of Units Outstanding, End of Period                           3,925

MFS NEW DISCOVERY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                       $10.000
Accumulation Unit Value, End of Period                             $15.524
Number of Units Outstanding, End of Period                           5,188

OPPENHEIMER BOND/VA SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                       $10.000
Accumulation Unit Value, End of Period                             $10.019
Number of Units Outstanding, End of Period                          10,996

OPPENHEIMER CAPITAL APPRECIATION/VA SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period
Accumulation Unit Value, End of Period                             $10.000
Number of Units Outstanding, End of Period                         $12.887
                                                                    13,148
OPPENHEIMER GLOBAL SECURITIES/VA SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period
Accumulation Unit Value, End of Period                             $10.000
Number of Units Outstanding, End of Period                         $14.151
                                                                     3,793
OPPENHEIMER HIGH INCOME/VA SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                       $10.000
Accumulation Unit Value, End of Period                             $10.062
Number of Units Outstanding, End of Period                             898

OPPENHEIMER SMALL CAP GROWTH/VA SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period
Accumulation Unit Value, End of Period                             $10.000
Number of Units Outstanding, End of Period                         $15.818
                                                                     4,350

VAN KAMPEN LIT COMSTOCK SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                       $10.000
Accumulation Unit Value, End of Period                              $9.720
Number of Units Outstanding, End of Period                           6,078

VAN KAMPEN LIT DOMESTIC INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period
Accumulation Unit Value, End of Period                             $10.000
Number of Units Outstanding, End of Period                         $10.075
                                                                     2,103
VAN KAMPEN LIT EMERGING GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period
Accumulation Unit Value, End of Period                             $10.000
Number of Units Outstanding, End of Period                         $17.543
                                                                     7,205
VAN KAMPEN LIT MONEY MARKET SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                       $10.000
Accumulation Unit Value, End of Period                             $10.146
Number of Units Outstanding, End of Period                           7,302


*  All  Variable  Sub-Accounts  commenced  operations  on  July  20,  1999.  The
Accumulation  Unit  Values in this table  reflect a mortality  and expense  risk
charge of 1.15% and an administrative expense charge of 0.10%.




<PAGE>



                Accumulation Unit Value and Number of Accumulation Units
               Outstanding for Each Variable Sub-Account Since Inception*

                           (WITH ENHANCED DEATH BENEFIT RIDER)


For the Period July 20* through December 31,                          1999
- --------------------------------------------                          ----

AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                         $10.000
Accumulation Unit Value, End of Period                               $13.951
Number of Units Outstanding, End of Period                              214

AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                         $10.000
Accumulation Unit Value, End of Period                                $9.997
Number of Units Outstanding, End of Period                                 0

AIM V.I. GROWTH AND INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                         $10.000
Accumulation Unit Value, End of Period                               $12.367
Number of Units Outstanding, End of Period                               233

AIM V.I. INTERNATIONAL EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                         $10.000
Accumulation Unit Value, End of Period                               $14.839
Number of Units Outstanding, End of Period                                 0

AIM V.I. VALUE SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                         $10.000
Accumulation Unit Value, End of Period                               $11.932
Number of Units Outstanding, End of Period                               231

FIDELITY VIP CONTRAFUND SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                         $10.000
Accumulation Unit Value, End of Period                               $11.518
Number of Units Outstanding, End of Period                               238

FIDELITY VIP GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                         $10.000
Accumulation Unit Value, End of Period                               $12.405
Number of Units Outstanding, End of Period                               337

FIDELITY VIP HIGH INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                         $10.000
Accumulation Unit Value, End of Period                               $10.148
Number of Units Outstanding, End of Period                               237

FIDELITY VIP INDEX 500 SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                         $10.000
Accumulation Unit Value, End of Period                               $11.162
Number of Units Outstanding, End of Period                               354

FIDELITY VIP INVESTMENT GRADE BOND SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period
Accumulation Unit Value, End of Period                               $10.000
Number of Units Outstanding, End of Period                           $10.057
                                                                           0
FIDELITY VIP OVERSEAS SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                         $10.000
Accumulation Unit Value, End of Period                               $13.009
Number of Units Outstanding, End of Period                                 0

MFS BOND SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                         $10.000
Accumulation Unit Value, End of Period                                $9.941
Number of Units Outstanding, End of Period                                 0

MFS GROWTH WITH INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                         $10.000
Accumulation Unit Value, End of Period                               $10.472
Number of Units Outstanding, End of Period                               246

MFS HIGH INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                         $10.000
Accumulation Unit Value, End of Period                               $10.135
Number of Units Outstanding, End of Period                               234

MFS NEW DISCOVERY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                         $10.000
Accumulation Unit Value, End of Period                               $15.512
Number of Units Outstanding, End of Period                               115

OPPENHEIMER BOND/VA SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                         $10.000
Accumulation Unit Value, End of Period                               $10.011
Number of Units Outstanding, End of Period                                 0

OPPENHEIMER CAPITAL APPRECIATION/VA SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period
Accumulation Unit Value, End of Period                               $10.000
Number of Units Outstanding, End of Period                           $12.876
                                                                           0
OPPENHEIMER GLOBAL SECURITIES/VA SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period
Accumulation Unit Value, End of Period                               $10.000
Number of Units Outstanding, End of Period                           $14.140
                                                                           0

OPPENHEIMER HIGH INCOME/VA SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                         $10.000
Accumulation Unit Value, End of Period                               $10.054
Number of Units Outstanding, End of Period                                 0

OPPENHEIMER SMALL CAP GROWTH/VA SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period
Accumulation Unit Value, End of Period                               $10.000
Number of Units Outstanding, End of Period                           $15.805
                                                                         107

VAN KAMPEN LIT COMSTOCK SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                         $10.000
Accumulation Unit Value, End of Period                                $9.712
Number of Units Outstanding, End of Period                                 0

VAN KAMPEN LIT DOMESTIC INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period
Accumulation Unit Value, End of Period                               $10.000
Number of Units Outstanding, End of Period                           $10.067
                                                                           0
VAN KAMPEN LIT EMERGING GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period
Accumulation Unit Value, End of Period                               $10.000
Number of Units Outstanding, End of Period                           $17.529
                                                                         189
VAN KAMPEN LIT MONEY MARKET SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                         $10.000
Accumulation Unit Value, End of Period                               $10.137
Number of Units Outstanding, End of Period                                 0



*  All  Variable  Sub-Accounts  commenced  operations  on  July  20,  1999.  The
Accumulation  Unit  Values in this table  reflect a mortality  and expense  risk
charge of 1.35% and an administrative expense charge of 0.10%.













<PAGE>



                Accumulation Unit Value and Number of Accumulation Units
               Outstanding for Each Variable Sub-Account Since Inception*

                     (WITH ENHANCED DEATH AND INCOME BENEFIT RIDER)

For the Period July 20* through December 31,                     1999
- --------------------------------------------                     ----

AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                    $10.000
Accumulation Unit Value, End of Period                          $13.939
Number of Units Outstanding, End of Period                            0

AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                    $10.000
Accumulation Unit Value, End of Period                           $9.989
Number of Units Outstanding, End of Period                            0

AIM V.I. GROWTH AND INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                    $10.000
Accumulation Unit Value, End of Period                          $12.357
Number of Units Outstanding, End of Period                            0

AIM V.I. INTERNATIONAL EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                    $10.000
Accumulation Unit Value, End of Period                          $14.827
Number of Units Outstanding, End of Period                            0

AIM V.I. VALUE SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                    $10.000
Accumulation Unit Value, End of Period                          $11.922
Number of Units Outstanding, End of Period                            0

FIDELITY VIP CONTRAFUND SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                    $10.000
Accumulation Unit Value, End of Period                          $11.509
Number of Units Outstanding, End of Period                            0

FIDELITY VIP GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                    $10.000
Accumulation Unit Value, End of Period                          $12.395
Number of Units Outstanding, End of Period                            0

FIDELITY VIP HIGH INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                    $10.000
Accumulation Unit Value, End of Period                          $10.139
Number of Units Outstanding, End of Period                            0

FIDELITY VIP INDEX 500 SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                    $10.000
Accumulation Unit Value, End of Period                          $11.153
Number of Units Outstanding, End of Period                          474

FIDELITY VIP INVESTMENT GRADE BOND SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period
Accumulation Unit Value, End of Period                          $10.000
Number of Units Outstanding, End of Period                      $10.049
                                                                      0
FIDELITY VIP OVERSEAS SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                    $10.000
Accumulation Unit Value, End of Period                          $12.998
Number of Units Outstanding, End of Period                            0

MFS BOND SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                    $10.000
Accumulation Unit Value, End of Period                           $9.933
Number of Units Outstanding, End of Period                            0

MFS GROWTH WITH INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                    $10.000
Accumulation Unit Value, End of Period                          $10.464
Number of Units Outstanding, End of Period                            0

MFS HIGH INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                    $10.000
Accumulation Unit Value, End of Period                          $10.127
Number of Units Outstanding, End of Period                            0

MFS NEW DISCOVERY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                    $10.000
Accumulation Unit Value, End of Period                          $15.499
Number of Units Outstanding, End of Period                            0

OPPENHEIMER BOND/VA SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                    $10.000
Accumulation Unit Value, End of Period                          $10.003
Number of Units Outstanding, End of Period                            0

OPPENHEIMER CAPITAL APPRECIATION/VA SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period
Accumulation Unit Value, End of Period                          $10.000
Number of Units Outstanding, End of Period                      $12.866
                                                                      0
OPPENHEIMER GLOBAL SECURITIES/VA SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period
Accumulation Unit Value, End of Period                          $10.000
Number of Units Outstanding, End of Period                      $14.128
                                                                      0
OPPENHEIMER HIGH INCOME/VA SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                    $10.000
Accumulation Unit Value, End of Period                          $10.046
Number of Units Outstanding, End of Period                            0

OPPENHEIMER SMALL CAP GROWTH/VA SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period
Accumulation Unit Value, End of Period                          $10.000
Number of Units Outstanding, End of Period                      $15.793
                                                                      0

VAN KAMPEN LIT COMSTOCK SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                    $10.000
Accumulation Unit Value, End of Period                           $9.704
Number of Units Outstanding, End of Period                            0

VAN KAMPEN LIT DOMESTIC INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period
Accumulation Unit Value, End of Period                          $10.000
Number of Units Outstanding, End of Period                      $10.058
                                                                      0
VAN KAMPEN LIT EMERGING GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period
Accumulation Unit Value, End of Period                          $10.000
Number of Units Outstanding, End of Period                      $17.514
                                                                      0
VAN KAMPEN LIT MONEY MARKET SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period                    $10.000
Accumulation Unit Value, End of Period                          $10.129
Number of Units Outstanding, End of Period                            0


*  All  Variable  Sub-Accounts  commenced  operations  on  July  20,  1999.  The
Accumulation  Unit  Values in this table  reflect a mortality  and expense  risk
charge of 1.55% and an administrative expense charge of 0.10%.













<PAGE>

<TABLE>
<CAPTION>


Table of Contents of the Statement of Additional Information

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























                                       B-1

<PAGE>



                     (This page has been left blank intentionally.)

<PAGE>
                       Statement of Additional Information

    Flexible Premium Individual and Group 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: May 1, 2000.




<PAGE>

<TABLE>
<CAPTION>


                                        Table of Contents

<S>                                                                                                    <C>
The Contract..........................................................................................
  Income Payments.....................................................................................
  Initial Monthly Income Payment......................................................................
  Subsequent Monthly Payments.........................................................................
  Transfers after the Payout Start Date...............................................................
  Annuity Unit Value..................................................................................
  Illustrative Example of Annuity Unit Value Calculation..............................................
  Illustrative Example of Variable Income Payments....................................................
Additional Federal Income Tax Information.............................................................
  Introduction........................................................................................
  Taxation of Allstate Life Insurance Company.........................................................
  Exceptions to the Non-Natural Owner Rule............................................................
  IRS Required Distribution at Death Rules............................................................
  Qualified Plans.....................................................................................
  Types of Qualified Plans............................................................................
     IRAs.............................................................................................
     Roth IRAs........................................................................................
     Simplified Employee Pension Plans................................................................
     Savings Incentive Match Plans For Employees (SIMPLE Plans).......................................
     Tax Sheltered Annuities..........................................................................
     Corporate and Self-Employed Pension and Profit Sharing Plans.....................................
     State and Local Government and Tax-Exempt Organization Deferred Compensation Plans...............
Variable Account Performance..........................................................................
  Standardized Total Returns..........................................................................
  Non-Standardized Total Returns......................................................................
  Time Periods Before the Date the Variable Account Commenced Operations..............................
Tables of Adjusted Historic Total Return Quotations...................................................
Experts...............................................................................................
Financial Statements..................................................................................

</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 Sub-Accounts 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 Sub-Accounts, as described
in  "Transfers  after the Payout  Start Date" on page __ 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  variable  income  payments,  the amount of the  second and each  subsequent
monthly  payment  will  vary  depending  on the  investment  performance  of the
Variable  Sub-Accounts  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 Sub-Account you have selected as follows.
When we calculate your initial income payment, we also will determine the number
of annuity units in each Variable  Sub-Account  to allocate to your Contract for
the remainder of the Payout Phase. For each Variable Sub-Account,  we divide the
portion of the initial income payment  attributable to that Variable Sub-Account
by the annuity unit value for that Variable  Sub-Account  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  Sub-Account by multiplying  the number of annuity units allocated
to your Contract by the annuity unit value for that Variable  Sub-Account  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 Sub-Accounts you elected.

ANNUITY UNIT VALUE

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

The annuity unit value for each Variable  Sub-Account will vary depending on how
much the actual net investment return of the Variable  Sub-Account  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
Sub-Account  exceeds  3.0%,  the annuity  unit value will  increase and variable
income  payments  derived from  allocations  to that Variable  Sub-Account  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
Sub-Account  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  Sub-Account,  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 that 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
Sub-Account  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  Sub-Account  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
          Sub-Account  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  Sub-Account.   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 Sub-Account'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 Sub-Account 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
Sub-Account  was  $101.03523 on Monday,  the annuity unit value on Tuesday would
have been:

                      $101.03523 x 1.001714006 = $101.20840
                                   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  Sub-Account.  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  Sub-Account 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  Sub-Account on the Payout Start Date.  Thus, it reflects
the investment  performance of the Variable Sub-Account,  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 Sub-Account 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 income on
qualified plan and IRA  investments is tax deferred and variable  annuities held
by such plans do not receive any additional tax deferral.  You should review the
annuity  features,  including all benefits and  expenses,  prior to purchasing a
variable  annuity in a qualified  plan or IRA.  Allstate  reserves  the right to
limit the  availability  of the Contract for use with any of the Qualified Plans
listed below.  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

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


STANDARDIZED TOTAL RETURNS

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

                               1000(1 + T)n = ERV

where:

         T        =        average annual total return

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

         n        =        number of years in the period

         1000     =        hypothetical $1,000 investment


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

When  factoring in the contract  maintenance  charge,  we pro rate the charge by
dividing (i) the contract  maintenance  charges by (ii) an assumed Contract size
of $20,000.  We then multiply the resulting  percentage by a hypothetical $1,000
investment.

The Variable Sub-Accounts commenced operations on July 20, 1999. The table below
sets out the  standardized  total  returns for the Variable  Sub-Accounts  as of
December 31, 1999 since the inception date of the Sub-Accounts. The standardized
total  returns for the  Variable  Sub-Accounts  shown below are not  annualized.
Standardized  total  returns  are not shown for the Van Kampen LIT Money  Market
Variable Sub-Account.

<TABLE>
<CAPTION>
                   Standardized Total Returns Since Inception
                             As of December 31, 1999

                         Average Annual Total Return(1)

Variable Sub-Account                    With Standard Death Benefit        With Enhanced Death Benefit Rider
- --------------------                    ---------------------------        ---------------------------------
<S>                                                  <C>                         <C>
AIM Variable Insurance Funds

AIM V.I. Capital Appreciation                        33.49%                    33.38%

AIM V.I. Diversified Income                          -6.07%                    -6.15%

AIM V.I. Growth and Income                           17.65%                    17.55%

AIM V.I. International Equity                        42.39%                    42.27%

AIM V.I. Value                                       13.29%                    13.19%

Fidelity VIP (VIP)

Fidelity VIP Contrafund                               9.15%                     9.05%

Fidelity VIP Growth                                  18.03%                    17.93%

Fidelity VIP High Income                             -4.57%                    -4.65%

Fidelity VIP Index 500                                5.59%                     5.50%

Fidelity VIP Investment Grade Bond                   -5.47%                    -5.55%

Fidelity VIP Overseas                                24.07%                    23.69%

MFS(R) Variable Insurance Trust(sm)

MFS Bond                                              -6.63%                   -6.71%

MFS Growth with Income                                -1.32%                   -1.40%

MFS High Income                                       -4.69%                   -4.77%

MFS New Discovery                                     49.12%                   48.99%

Oppenheimer Variable Account Funds

Oppenheimer Bond/VA                                   -5.94%                   -6.02%

Oppenheimer Capital Appreciation/VA                   22.74%                   22.64%

Oppenheimer Global Securities/VA                      35.39%                   35.27%

Oppenheimer High Income/VA                            -5.50%                   -5.59%

Oppenheimer Small Cap Growth/VA                       52.06%                   51.93%

Van Kampen Life Investment Trust

Van Kampen LIT Comstock                               -8.93%                   -9.01%

Van Kampen LIT Domestic Income                        -5.38%                   -5.46%

Van Kampen LIT Emerging Growth                        69.30%                   69.16%

</TABLE>

(1) 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.


<PAGE>




NON-STANDARDIZED TOTAL RETURNS

From time to time, we also may quote rates of return that reflect changes in the
values of each Variable  Sub-Account's  Accumulation  Units.  We may quote these
"non-standardized total returns" on an annualized, cumulative,  year-by-year, or
other basis. These rates of return take into account asset-based  charges,  such
as the mortality  and expense risk charge and  administration  charge,  However,
these rates of return do not reflect withdrawal  charges,  contract  maintenance
charges, or any taxes. Such charges, if reflected,  would reduce the performance
shown.

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

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

         where     r = cumulative  rate of return for the period shown,  and
                   n = number of years in the period.

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

Cumulative  rates  of  return  reflect  the  cumulative  change  in  value of an
Accumulation  Unit over the period shown.  Year -by-year rates of return reflect
the  change in value of an  Accumulation  Unit  during  the  course of each year
shown. We compute these returns by dividing the  Accumulation  Unit Value at the
end of each period  shown,  by the  Accumulation  Unit Value at the beginning of
that period,  and  subtracting  one. We compute other total returns on a similar
basis.

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

The Variable Sub-Accounts commenced operations on July 20, 1999. The table below
sets out the non-standardized  total returns for the Variable Sub-Accounts as of
December  31,  1999  since  the  inception   date  of  the   Sub-Accounts.   The
non-standardized total returns for the Variable Sub-Accounts shown below are not
annualized.  Non-standardized total returns are not shown for the Van Kampen LIT
Money Market Variable Sub-Account.


<TABLE>
<CAPTION>

                 Non-Standardized Total Returns Since Inception
                             As of December 31, 1999

                         Average Annual Total Return(1)

Variable Sub-Account                    With Standard Death Benefit        With Enhanced Death Benefit Rider
- --------------------                    ---------------------------        ---------------------------------
<S>                                                  <C>                         <C>
AIM Variable Insurance Funds

AIM V.I. Capital Appreciation                        39.62%                     39.51%

AIM V.I. Diversified Income                           0.05%                     -0.03%

AIM V.I. Growth and Income                           23.77%                     23.67%

AIM V.I. International Equity                        48.51%                     48.39%

AIM V.I. Value                                       19.41%                     19.32%

Fidelity VIP (VIP)

Fidelity VIP Contrafund                              15.27%                     15.18%

Fidelity VIP Growth                                  24.15%                     24.05%

Fidelity VIP High Income                              1.56%                      1.48%

Fidelity VIP Index 500                               11.71%                     11.62%

Fidelity VIP Investment Grade Bond                    0.65%                      0.57%

Fidelity VIP Overseas                                30.19%                     30.09%

MFS(R) Variable Insurance Trust(sm)

MFS Bond                                             -0.51%                     -0.59%

MFS Growth with Income                                4.81%                      4.72%

MFS High Income                                       1.44%                      1.35%

MFS New Discovery                                    55.24%                    55.12%

Oppenheimer Variable Account Funds

Oppenheimer Bond/VA                                   0.19%                      0.11%

Oppenheimer Capital Appreciation/VA                  28.87%                     28.76%

Oppenheimer Global Securities/VA                     41.51%                     41.40%

Oppenheimer High Income/VA                            0.62%                      0.54%

Oppenheimer Small Cap Growth/VA                      58.18%                     58.05%

Van Kampen Life Investment Trust

Van Kampen LIT Comstock                              -2.80%                     -2.88%

Van Kampen LIT Domestic Income                        0.75%                      0.67%

Van Kampen LIT Emerging Growth                       75.43%                     75.29%

</TABLE>

(1) 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.




<PAGE>



ADJUSTED HISTORICAL TOTAL RETURNS

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

The adjusted  historical  total  returns for the Variable  Sub-Accounts  for the
periods ended December 31, 1999 are set out below. No adjusted  historical total
returns are shown for the Van Kampen LIT Money Market Variable Sub-Account.

<TABLE>
<CAPTION>

            Adjusted Historical Total Returns as of December 31, 1999

                         Average Annual Total Return(1)

                           With Standard Death Benefit
                 (Total Variable Account Annual Expenses: 1.25%)
                                                                                      10 Year or
                                                                                     Since Inception
Variable Sub-Account                  Inception Date    1 Year (%)     5 Year (%)    (if less) (%)
- --------------------                  --------------    ----------     ----------    -------------
<S>                                       <C>             <C>            <C>          <C>
AIM Variable Insurance Funds

AIM V.I. Capital Appreciation             5/5/93            42.64%        23.90%         20.69%

AIM V.I. Diversified Income               5/5/93            -3.33%         6.33%          4.44%

AIM V.I. Growth and Income                5/5/93            32.39%        26.46%         22.82%

AIM V.I. International Equity             5/5/93            52.94%        20.27%         17.21%

AIM V.I. Value                            5/5/93            28.12%        25.52%         21.42%

Fidelity VIP (VIP)

Fidelity VIP Contrafund                   1/3/95            22.53%           N/A         26.05%

Fidelity VIP Growth                       10/9/86           35.55%        28.00%         18.32%

Fidelity VIP High Income                  9/19/85            6.35%         9.30%          9.62%

Fidelity VIP Index 500                    8/27/92           17.03%        23.46%         17.23%

Fidelity VIP Investment Grade Bond        12/5/88           -2.30%         5.84%          4.90%

Fidelity VIP Overseas                     1/28/87           39.13%        15.51%          9.77%

MFS(R) Variable Insurance Trustsm

MFS Bond                                  10/24/95          -5.59%           N/A          2.64%

MFS Growth with Income                    10/9/95            4.47%           N/A         19.27%

MFS High Income                           7/26/95           -1.59%           N/A          5.19%

MFS New Discovery                         4/29/98           69.74%           N/A         38.16%

Oppenheimer Variable Account Funds

Oppenheimer Bond/VA                       4/3/85            -2.35%         5.74%          6.30%

Oppenheimer Capital Appreciation/VA       4/3/85            39.82%        28.93%         16.52%

Oppenheimer Global Securities/VA          11/12/90          54.81%        19.76%         15.07%

Oppenheimer High Income/VA                4/30/86            3.42%         8.86%         11.10%

Oppenheimer Small Cap Growth/VA           5/1/98            45.41%           N/A         21.38%

Van Kampen Life Investment Trust

Van Kampen LIT Comstock                   4/30/99              N/A           N/A         -2.32%(2)

Van Kampen LIT Domestic Income            11/4/87           -2.96%         3.47%         -1.49%

Van Kampen LIT Emerging Growth            7/3/95           101.65%           N/A         38.68%



                        With Enhanced Death Benefit Rider
                 (Total Variable Account Annual Expenses: 1.45%)

                                                                                                 10 Years or
                                                                                                 Since Inception
Variable Sub-Account                             Inception Date      1 Year (%)    5 Year (%)    (if less) (%)
- --------------------                             --------------      ----------    ----------    -------------

AIM Variable Insurance Funds

AIM V.I. Capital Appreciation                         5/5/93         42.35%       23.65%             20.44%

AIM V.I. Diversified Income                           5/5/93         -3.52%        6.11%              4.23%

AIM V.I. Growth and Income                            5/5/93         32.13%       26.21%             22.57%

AIM V.I. International Equity                         5/5/93         46.82%       19.09%             16.29%

AIM V.I. Value                                        5/5/93         27.86%       25.27%             21.17%

Fidelity VIP (VIP)

Fidelity VIP Contrafund                               1/3/95         22.28%         N/A              25.79%

Fidelity VIP Growth                                  10/9/86         35.27%       27.74%             18.08%

Fidelity VIP High Income                             9/19/85          6.13%        9.08%              9.39%

Fidelity VIP Index 500                               8/27/92         16.80%       23.21%             16.99%

Fidelity VIP Investment Grade Bond                   12/5/88         -2.50%        5.63%              4.69%

Fidelity VIP Overseas                                1/28/87         38.24%       15.18%              9.50%

MFS(R) Variable Insurance Trustsm

MFS Bond                                             10/24/95        -5.52%         N/A               2.49%

MFS Growth with Income                               10/9/95          4.26%         N/A              19.03%

MFS High Income                                      7/26/95         -1.79%         N/A               4.97%

MFS New Discovery                                    4/29/98         69.39%         N/A              37.88%

Oppenheimer Variable Account Funds

Oppenheimer Bond/VA                                   4/3/85         -2.45%        5.54%              6.09%

Oppenheimer Capital Appreciation/VA                   4/3/85         39.43%       28.65%             16.27%

Oppenheimer Global Securities/VA                     11/12/90        54.79%       19.57%             14.86%

Oppenheimer High Income/VA                           4/30/86          3.31%        8.66%             10.88%

Oppenheimer Small Cap Growth/VA                       5/1/98         45.25%          N/A             21.20%

Van Kampen Life Investment Trust

Van Kampen LIT Comstock                              4/30/99           N/A           N/A             -2.38%(2)

Van Kampen LIT Domestic Income                       11/4/87         -3.15%        3.26              -1.70%

Van Kampen LIT Emerging Growth                        7/3/95        101.24%          N/A             38.39%

</TABLE>

(1)  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.

(2)  Adjusted  historical total returns for the Van Kampen LIT Comstock Variable
     Sub-Account are not annualized.


                                    EXPERTS


The  consolidated  financial  statements of Allstate as of December 31, 1999 and
1998 and for each of the three years in the period  ended  December 31, 1999 and
the related  financial  statement  schedules  that appear in this  Statement  of
Additional  Information have been audited by Deloitte & Touche LLP,  independent
auditors,  as stated in their  report  appearing  herein,  and are  included  in
reliance  upon the report of such firm given upon their  authority as experts in
accounting and auditing.

The financial statements of the Variable Account as of December 31, 1999 and for
each of the periods in the two years then ended that appear in this Statement of
Additional  Information have been audited by Deloitte & Touche LLP,  independent
auditors,  as stated in their  report  appearing  herein,  and are  included  in
reliance  upon the report of such firm given upon their  authority as experts in
accounting and auditing.


<PAGE>



                              FINANCIAL STATEMENTS


The financial statements of the Variable Account as of December 31, 1999 and for
each of the periods in the two years then ended,  the  financial  statements  of
Allstate as of December 31, 1999 and 1998 and for each of the three years in the
period ended December 31, 1999 and the related financial statement schedules and
the accompanying  Independent Auditors' Reports appear in the pages that follow.
The financial  statements  and schedules of Allstate  included  herein should be
considered  only as bearing upon the ability of Allstate to meet its obligations
under the Contracts.

<PAGE>
INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS AND SHAREHOLDER OF
ALLSTATE LIFE INSURANCE COMPANY:

We have audited the accompanying Consolidated Statements of Financial Position
of Allstate Life Insurance Company and subsidiaries (the "Company", an affiliate
of The Allstate Corporation) as of December 31, 1999 and 1998, and the related
Consolidated Statements of Operations, Comprehensive Income, Shareholder's
Equity and Cash Flows for each of the three years in the period ended
December 31, 1999. Our audits also included Schedule I - Summary of Investments
other than Investments in Related Parties, Schedule III - Supplementary
Insurance Information, Schedule IV - Reinsurance, and Schedule V - Valuation
Allowance and Qualifying Accounts. These financial statements and financial
statement schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial statement schedules 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 consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Allstate Life Insurance Company and
subsidiaries as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999 in conformity with generally accepted accounting principles.
Also, in our opinion, Schedule I - Summary of Investments other than Investments
in Related Parties, Schedule III - Supplementary Insurance Information, Schedule
IV - Reinsurance, and Schedule V - Valuation Allowance and Qualifying Accounts,
when considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.


/s/ Deloitte & Touche LLP

Chicago, Illinois
February 25, 2000
<PAGE>
ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------

($ in millions)

<TABLE>
<CAPTION>
                                                                                YEAR ENDED DECEMBER 31,
                                                                       -----------------------------------------
                                                                        1999             1998             1997
                                                                        ----             ----             ----
<S>                                                                    <C>              <C>              <C>
REVENUES
Life and annuity premiums (net of reinsurance ceded of $241,
 $178 and $194)                                                        $  838           $  889           $   955
Life and annuity contract charges                                         723              630               547
Property-liability insurance premiums (net of reinsurance
 ceded of $3, $1 and $3)                                                  289              268               275
    Net investment income                                               2,265            2,139             2,118
Realized capital gains and losses                                         195              332               192
                                                                       ------           ------           -------
                                                                        4,310            4,258             4,087
                                                                       ------           ------           -------

COSTS AND EXPENSES
Life and annuity contract benefits (net of reinsurance
 recoveries of $161, $52 and $75)                                       1,251            1,225             1,239
Interest credited to contractholders' funds                             1,260            1,190             1,167
Property-liability insurance claims and claims expense (net
 of reinsurance recoveries of $36, $14 and $4)                            222              195               179
Amortization of deferred policy acquisition costs                         409              412               333
Operating costs and expenses                                              387              370               368
                                                                       ------           ------           -------
                                                                        3,529            3,392             3,286
                                                                       ------           ------           -------
INCOME FROM OPERATIONS BEFORE INCOME TAX EXPENSE                          781              866               801
Income tax expense                                                        270              310               284
                                                                       ------           ------           -------
NET INCOME                                                             $  511           $  556           $   517
                                                                       ======           ======           =======
</TABLE>

See notes to consolidated financial statements.

                                       2
<PAGE>
ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
- --------------------------------------------------------------------------------

($ IN MILLIONS)

<TABLE>
<CAPTION>
                                                                             YEAR ENDED DECEMBER 31,
                                                                       -----------------------------------
                                                                       1999            1998           1997
                                                                       ----            ----           ----
<S>                                                                    <C>             <C>            <C>
NET INCOME                                                             $ 511           $556           $517
OTHER COMPREHENSIVE (LOSS) INCOME, AFTER-TAX
Changes in:
    Unrealized net capital gains and losses                             (644)            73            250
    Unrealized foreign currency translation adjustments                    7              1             (8)
                                                                       -----           ----           ----
OTHER COMPREHENSIVE (LOSS) INCOME, AFTER-TAX                            (637)            74            242
                                                                       -----           ----           ----
Comprehensive (loss) income                                            $(126)          $630           $759
                                                                       =====           ====           ====
</TABLE>

See notes to consolidated financial statements.

                                       3
<PAGE>
ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
- --------------------------------------------------------------------------------

($ IN MILLIONS EXCEPT PAR VALUE)

<TABLE>
<CAPTION>
                                                                DECEMBER 31,
                                                       ------------------------------
                                                           1999             1998
                                                       -------------    -------------
<S>                                                    <C>              <C>
ASSETS
Investments
  Fixed income securities, at fair value (amortized
    cost $27,354 and $24,630)                          $     27,523     $     26,858
  Mortgage loans                                              3,801            3,285
  Equity securities, at fair value (cost $503 and
    $446)                                                       743              748
  Short-term                                                    711              742
  Policy loans                                                  606              569
  Other                                                          25               26
                                                       ------------     ------------
      Total investments                                      33,409           32,228
Cash                                                             71              109
Deferred policy acquisition costs                             2,695            2,195
Reinsurance recoverables                                        495              254
Accrued investment income                                       394              360
Other assets                                                    252              296
Separate Accounts                                            13,857           10,098
                                                       ------------     ------------
      TOTAL ASSETS                                     $     51,173     $     45,540
                                                       ============     ============
LIABILITIES
Contractholder funds                                   $     23,995     $     21,133
Reserve for life-contingent contract benefits                 7,148            7,601
Reserve for property-liability insurance claims and
  claims expense                                                368              313
Unearned premiums                                               155              152
Payable to affiliates, net                                       51               59
Other liabilities and accrued expenses                          854              940
Deferred income taxes                                           171              452
Separate Accounts                                            13,857           10,098
                                                       ------------     ------------
      TOTAL LIABILITIES                                      46,599           40,748
                                                       ------------     ------------
COMMITMENTS AND CONTINGENT LIABILITIES
  (NOTE 10)
SHAREHOLDER'S EQUITY
Redeemable preferred stock - series A, $100 par
  value, 1,500,000 shares authorized, 663,650 and
  579,990 shares issued and outstanding                          66               58
Redeemable preferred stock - series B, $100 par
  value, 1,500,000 shares authorized, 1,170,000
  shares issued and outstanding                                 117              117
Common stock, $227 and $214 par value, 23,800 and
  22,700 shares authorized, issued and outstanding                5                5
Additional capital paid-in                                      617              617
Retained income                                               3,565            3,154
Accumulated other comprehensive income:
  Unrealized net capital gains                                  220              864
  Unrealized foreign currency translation
    adjustments                                                 (16)             (23)
                                                       ------------     ------------
      TOTAL ACCUMULATED OTHER COMPREHENSIVE INCOME              204              841
                                                       ------------     ------------
      TOTAL SHAREHOLDER'S EQUITY                              4,574            4,792
                                                       ------------     ------------
      TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY       $     51,173     $     45,540
                                                       ============     ============
</TABLE>

See notes to consolidated financial statements.

                                       4
<PAGE>
ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
- --------------------------------------------------------------------------------

($ in millions)

<TABLE>
<CAPTION>
                                                                    DECEMBER 31,
                                                              ------------------------
                                                               1999     1998     1997
                                                              ------   ------   ------
<S>                                                           <C>      <C>      <C>
REDEEMABLE PREFERRED STOCK - SERIES A
  Balance, beginning of year                                  $   58   $   45   $   32
  Issuance of shares                                               8       13       13
                                                              ------   ------   ------
  Balance, end of year                                            66       58       45
                                                              ------   ------   ------
REDEEMABLE PREFERRED STOCK - SERIES B
  Balance, beginning of year                                  $  117   $  117   $  117
  Issuance of shares                                               -        -        -
                                                              ------   ------   ------
  Balance, end of year                                           117      117      117
                                                              ------   ------   ------
COMMON STOCK
  Balance, beginning of year                                  $    5   $    4   $    2
  Issuance of shares                                               -        -        1
  Adjustment to par value                                          -        1        1
                                                              ------   ------   ------
  Balance, end of year                                             5        5        4
                                                              ------   ------   ------
ADDITIONAL CAPITAL PAID-IN
  Balance, beginning of year                                  $  617   $  618   $  619
  Adjustment to par value                                          -       (1)      (1)
                                                              ------   ------   ------
  Balance, end of year                                           617      617      618
                                                              ------   ------   ------
RETAINED INCOME
  Balance, beginning of year                                  $3,154   $2,706   $2,322
  Net income                                                     511      556      517
  Dividends                                                     (100)    (108)    (133)
                                                              ------   ------   ------
  Balance, end of year                                         3,565    3,154    2,706
                                                              ------   ------   ------
ACCUMULATED OTHER COMPREHENSIVE INCOME
  Balance, beginning of year                                  $  841   $  767   $  525
  Change in unrealized net capital gains and losses             (644)      73      250
  Change in unrealized foreign currency translation
    adjustments                                                    7        1       (8)
                                                              ------   ------   ------
  Balance, end of year                                           204      841      767
                                                              ------   ------   ------
    Total shareholder's equity                                $4,574   $4,792   $4,257
                                                              ======   ======   ======
</TABLE>

See notes to consolidated financial statements.

                                       5
<PAGE>
ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------

($ IN MILLIONS)

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31,
                                                              ----------------------------
                                                                1999      1998      1997
                                                              --------   -------   -------
<S>                                                           <C>        <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                  $    511   $   556   $   517
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Amortization and other non-cash items                         (145)     (118)     (105)
    Realized capital gains and losses                             (195)     (332)     (192)
    Interest credited to contractholder funds                    1,260     1,190     1,167
    Changes in:
      Policy benefit and other insurance reserves                   (3)      (55)      (55)
      Unearned premiums                                              3       (11)      (45)
      Deferred policy acquisition costs                           (267)     (252)     (236)
      Reinsurance recoverables                                     (78)      (39)      (16)
      Income taxes payable                                          73        27        38
      Other operating assets and liabilities                       (91)      117       (36)
                                                              --------   -------   -------
        Net cash provided by operating activities                1,068     1,083     1,037
                                                              --------   -------   -------
CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sales
    Fixed income securities                                      4,832     2,495     2,293
    Equity securities                                            1,070       765       697
    Real estate                                                      -       309         -
  Investment collections
    Fixed income securities                                      2,928     2,984     3,056
    Mortgage loans                                                 392       432       598
  Investment purchases
    Fixed income securities                                    (10,261)   (6,216)   (6,267)
    Equity securities                                             (953)     (529)     (607)
    Mortgage loans                                                (906)     (780)     (409)
  Change in short-term investments, net                             10      (330)      172
  Change in other investments, net                                 (36)      (95)       35
                                                              --------   -------   -------
    Net cash used in investing activities                       (2,924)     (965)     (432)
                                                              --------   -------   -------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of redeemable preferred stock               8        13        13
  Contractholder fund deposits                                   5,594     3,275     2,657
  Contractholder fund withdrawals                               (3,684)   (3,306)   (3,076)
  Dividends paid                                                  (100)     (108)     (133)
                                                              --------   -------   -------
    Net cash provided by (used in) financing activities          1,818      (126)     (539)
                                                              --------   -------   -------
NET (DECREASE) INCREASE IN CASH                                    (38)       (8)       66
CASH AT BEGINNING OF YEAR                                          109       117        51
                                                              --------   -------   -------
CASH AT END OF YEAR                                           $     71   $   109   $   117
                                                              ========   =======   =======
</TABLE>

See notes to consolidated financial statements.

                                       6
<PAGE>
ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

 1.  GENERAL

     BASIS OF PRESENTATION

    The accompanying consolidated financial statements include the accounts of
    Allstate Life Insurance Company ("ALIC") and its wholly owned subsidiaries
    (collectively referred to as the "Company"). ALIC is wholly owned by
    Allstate Insurance Company ("AIC"), a wholly owned subsidiary of The
    Allstate Corporation (the "Corporation"). These consolidated financial
    statements have been prepared in conformity with generally accepted
    accounting principles. All significant intercompany accounts and
    transactions have been eliminated.

    NATURE OF OPERATIONS

    The Company is engaged principally in the life and savings business in the
    United States. The Company owns a subsidiary, Allstate Insurance Company of
    Canada ("AICC"), which operates in Canada and sells property-liability
    insurance.

    The Company's life and savings ("Life and Savings") segment markets a broad
    line of life insurance and savings products countrywide, accounting for
    approximately 97% of the Company's 1999 statutory premiums and deposits.
    Statutory premiums and deposits are determined in accordance with accounting
    principles prescribed or permitted by the insurance department of the
    applicable domiciliary state and include premiums and deposits for all
    products. Life insurance consists of traditional products, including term
    and whole life, interest-sensitive life, immediate annuities with life
    contingencies, variable life and indexed life insurance. Savings products
    include deferred annuities and immediate annuities without life
    contingencies. Deferred annuities include fixed rate, market value adjusted,
    indexed and variable annuities. Group pension savings products include
    contracts with fixed or indexed rates and fixed terms, such as guaranteed
    investment contracts and funding agreements, and deferred and immediate
    annuities also referred to as retirement annuities. In 1999, annuity
    premiums and deposits represented approximately 79% of Life and Savings
    total statutory premiums and deposits.

    The Company is authorized to sell life and savings products in all 50
    states, the District of Columbia and Puerto Rico. The Company is also
    authorized to sell certain insurance products in various foreign countries.
    The top geographic locations in the United States for statutory premiums and
    deposits for the Life and Savings segment were California, Florida,
    Illinois, and Pennsylvania for the year ended December 31, 1999. No other
    jurisdiction accounted for more than 5% of statutory premiums and deposits
    for Life and Savings. The Company distributes its life and savings products
    using Allstate agents, which include life specialists and financial
    advisors, as well as banks, independent agents, securities firms and through
    direct response methods. Although the Company currently benefits from
    agreements with financial services entities who market and distribute its
    products, change in control of these non-affiliated entities with which the
    Company has alliances could negatively impact Life and Savings sales.

    The Company's property-liability ("Property-Liability") segment is
    principally engaged in private passenger auto and homeowners insurance in
    Canada, writing approximately 3% of the Company's total 1999 statutory
    premiums. Statutory premiums are determined in accordance with accounting
    principles prescribed or permitted by the insurance department of the
    applicable domiciliary province.

    The Company distributes property-liability products in Canada. The top
    provinces for statutory premiums earned by the Property-Liability segment
    were Ontario, Quebec, Alberta, and New Brunswick for the year ended
    December 31, 1999. No other province accounted for more than 5% of statutory
    premiums earned for Property-Liability. The Company distributes
    property-liability products through Allstate agents, primarily employee
    agents, but also utilizes independent agents and specialized brokers to
    expand market reach.

    The Company monitors economic and regulatory developments which have the
    potential to impact its business. Recently enacted federal legislation will
    allow for banks and other financial organizations to have greater
    participation in securities and insurance businesses. This legislation may
    present an increased level of competition for sales of the Company's
    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.

                                       7
<PAGE>
    Additionally, traditional demutualization 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

     INVESTMENTS

    Fixed income securities include bonds, mortgage-backed and asset-backed
    securities, and redeemable preferred stocks. All fixed income securities are
    carried at fair value and may be sold prior to their contractual maturity
    ("available for sale"). The difference between the amortized cost and fair
    value, net of deferred income taxes, certain life and annuity deferred
    policy acquisition costs, and certain reserves for life-contingent contract
    benefits, is reflected as a component of shareholder's equity. Provisions
    are recognized for declines in the value of fixed income securities that are
    other than temporary. Such writedowns are included in realized capital gains
    and losses.

    Mortgage loans are carried at outstanding principal balance, net of
    unamortized premium or discount and valuation allowances. Valuation
    allowances are established for impaired loans when it is probable that
    contractual principal and interest will not be collected. Valuation
    allowances for impaired loans reduce the carrying value to the fair value of
    the collateral or the present value of the loan's expected future repayment
    cash flows, discounted at the loan's original effective interest rate.
    Valuation allowances on loans not considered to be impaired are established
    based on consideration of the underlying collateral, borrower financial
    strength, current and expected market conditions, and other factors.

    Equity securities include common and non-redeemable preferred stocks and
    real estate investment trusts which are carried at fair value and limited
    partnerships which are recorded based on the equity method. The difference
    between cost and fair value of equity securities, less deferred income
    taxes, is reflected as a component of shareholder's equity.

    Short-term investments are carried at cost or amortized cost, which
    approximates fair value, and includes collateral received in connection with
    securities lending activities.

    Policy loans are carried at unpaid principal balances. Other investments
    consist primarily of real estate investments, which are accounted for by the
    equity method if held for investment, or depreciated cost, net of valuation
    allowances, if the Company has an active plan to sell.

    Investment income consists primarily of interest, dividends, and gains and
    losses for certain derivative transactions. 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 fixed income securities 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 item 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 deferred and amortized over the remaining life of either
    the hedge or the hedged item, whichever is shorter.

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

    The Company accounts for certain of its interest rate swaps, equity-indexed
    options, equity-indexed futures, and foreign currency swaps and forwards as
    hedges on a fair value basis when specific criteria are met. For swaps or
    options, the derivative must reduce the primary market risk exposure (e.g.,
    interest rate risk, equity price risk or foreign currency risk) of the
    hedged item in conjunction with the specific hedge strategy; be designated
    as a hedge at the inception of the

                                       8
<PAGE>
    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 futures or forward 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 the fair value of, or interest
    income or expense associated with, the hedged item at inception and
    throughout the hedge period.

    For such interest rate swaps, equity-indexed options, foreign currency
    swaps, and forwards, changes in fair value are reported net of tax in
    shareholder's equity, exclusive of interest accruals. Changes in fair value
    of certain equity-indexed options are reflected as an adjustment of the
    hedged item. Accrued interest receivable and payable on swaps are reported
    in net investment income. Premiums paid for certain 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 which are used for risk management
    purposes for which hedge accounting is not applied and are therefore
    accounted for on a fair value basis. These derivatives primarily consist of
    equity-indexed instruments and certain interest rate futures. Based upon
    certain interest rate or equity price risk reduction strategies, gains and
    losses on these derivatives are recognized in net investment income,
    realized gains or losses or interest credited to contractholders' balances
    during the period on a current basis.

    DEFERRAL ACCOUNTING Under deferral accounting, gains and losses on
    derivatives are deferred 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, sales and capital infusions, when the
    criteria for futures and forwards (discussed above) are met. 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 and
    reported 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 shareholder's equity 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
    certain interest rate swaps, caps and floors, and certain foreign currency
    swaps as hedges on an accrual basis when the criteria for swaps or options
    (discussed above) are met.

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

    RECOGNITION OF INSURANCE REVENUE AND RELATED BENEFITS, AND INTEREST CREDITED

    Traditional life insurance products consist principally of products with
    fixed and guaranteed premiums and benefits, primarily term and whole life
    insurance products. Premiums from these products are recognized as revenue
    when due. Benefits are recognized in relation to such revenue so as to
    result in the recognition of profits over the life of the policy and are
    reflected in contract benefits.

    Interest-sensitive life contracts are insurance contracts whose terms are
    not fixed and guaranteed. The terms that may be changed include premiums
    paid by the contractholder, interest credited to the contractholder account
    balance and one or more amounts assessed against the contractholder.
    Premiums from these contracts are reported as deposits to contractholder
    funds. Life and annuity contract charges consist of fees assessed against
    the contractholder account balance for cost of insurance (mortality risk),
    contract administration and surrender charges. Contract benefits include
    interest credited to contracts and claims incurred in excess of the related
    contractholder account balance.

    Immediate annuities with life contingencies and single premium life
    insurance products are limited payment contracts, as these contracts provide
    insurance protection over a period that extends beyond the period during
    which premiums are collected. Gross premiums in excess of the net premium on
    limited payment contracts are deferred and recognized over the contract
    period. Contract benefits are recognized in relation to such revenue so as
    to result in the recognition of profits over the life of the policy.

    Contracts that do not subject the Company to significant risk arising from
    mortality or morbidity are referred to as investment contracts. Fixed rate
    annuities, market value adjusted annuities, indexed annuities, immediate
    annuities without life contingencies, certain guaranteed investment
    contracts and funding agreements are considered investment

                                       9
<PAGE>
    contracts. Deposits received for such contracts are reported as deposits to
    contractholder funds. Life and annuity contract charges for investment
    contracts consist of charges assessed against the contractholder account
    balance for contract administration and surrenders. Contract benefits
    include interest credited and claims incurred in excess of the related
    contractholder account balance.

    Crediting rates for fixed rate annuities and interest sensitive life
    contracts are adjusted periodically by the Company to reflect current market
    conditions. Crediting rates for indexed annuities and indexed life products
    are based on an interest rate index, such as LIBOR or an equity index, such
    as the S&P 500.

    Investment contracts also include variable annuity, variable life and
    certain guaranteed investment contracts which are sold as Separate Accounts
    products. The assets supporting these products are legally segregated and
    available only to settle Separate Accounts contract obligations. Deposits
    received are reported as Separate Accounts liabilities. Life and annuity
    contract charges for these contracts consist of charges assessed against the
    Separate Accounts fund balances for contract maintenance, administration,
    mortality, expense and surrenders.

    Property-liability premiums written are deferred and earned on a pro rata
    basis over the terms of the policies. The portion of premiums written
    applicable to the unexpired terms of the policies is recorded as unearned
    premiums. Claims and claims expense for property-liability include paid
    losses and changes in claim reserves.

    DEFERRED POLICY ACQUISITION COSTS

    Certain costs which vary with and are primarily related to acquiring life
    and savings business, principally agents' and brokers' remuneration, premium
    taxes, certain underwriting costs and direct mail solicitation expenses, are
    deferred and amortized into income. Deferred policy acquisition costs are
    periodically reviewed as to recoverability and written down where necessary.

    For traditional life insurance and limited payment contracts, these costs
    are amortized in proportion to the estimated revenue on such business.
    Assumptions relating to estimated revenue, as well as to all other aspects
    of the deferred acquisition costs and reserve calculations, are determined
    based upon conditions as of the date of policy issue and are generally not
    revised during the life of the policy. Any deviations from projected
    business inforce, resulting from actual policy terminations differing from
    expected levels, and any estimated premium deficiencies change the rate of
    amortization in the period such events occur. Generally, the amortization
    period for these contracts approximates the estimated lives of the policies.

    For interest-sensitive life and investment contracts, these costs are
    amortized in proportion to the estimated gross profits on such business over
    the estimated lives of the contract periods. Gross profits are determined at
    the date of policy issue and comprise estimated investment, mortality,
    expense margins and surrender charges. Assumptions underlying the gross
    profits are periodically updated to reflect actual experience, and changes
    in the amount or timing of estimated gross profits will result in
    adjustments to the cumulative amortization of these costs.

    The present value of future profits inherent in acquired blocks of insurance
    is classified as a component of deferred policy acquisition costs. The
    present value of future profits is amortized over the life of the blocks of
    insurance using current crediting rates.

    To the extent unrealized gains or losses on fixed income securities carried
    at fair value would result in an adjustment of estimated gross profits had
    those gains or losses actually been realized, the related unamortized
    deferred acquisition costs, including the present value of future profits,
    are adjusted together with unrealized net capital gains included in
    shareholder's equity.

    Certain costs which vary with and are primarily related to acquiring
    property-liability insurance business, principally agents' remuneration,
    premium taxes and inspection costs, are deferred and amortized to income as
    premiums are earned. Future investment income is considered in determining
    the recoverability of deferred policy acquisition costs.

    REINSURANCE RECOVERABLE

    In the normal course of business, the Company seeks to limit aggregate and
    single exposure to losses on large risks by purchasing reinsurance from
    other insurers (see Note 8). The amounts reported in the consolidated
    statements of financial position include amounts billed to reinsurers on
    losses paid as well as estimates of amounts expected to be recovered from
    reinsurers on incurred losses that have not yet been paid. Reinsurance
    recoverables on unpaid losses are estimated based upon assumptions
    consistent with those used in establishing the liabilities related to the
    underlying reinsured contracts. Insurance liabilities, including life
    contingent policy reserves, are reported gross of reinsurance recoverables.
    Prepaid reinsurance premiums are deferred and reflected in income in a
    manner consistent with the recognition of premiums on the reinsured
    contracts. Reinsurance does not extinguish the Company's primary liability

                                       10
<PAGE>
    under the policies written and therefore reinsurers and amounts recoverable
    therefrom are regularly evaluated by the Company and allowances for
    uncollectible reinsurance are established as appropriate.

    INCOME TAXES

    The income tax provision is calculated under the liability method. Deferred
    tax assets and liabilities are recorded based on the difference between the
    financial statement and tax bases of assets and liabilities at the enacted
    tax rates. The principal assets and liabilities giving rise to such
    differences are insurance reserves and deferred policy acquisition costs.
    Deferred income taxes also arise from unrealized capital gains and losses on
    equity securities and fixed income securities carried at fair value, and
    unrealized foreign currency translation adjustments.

    SEPARATE ACCOUNTS

    The Company issues deferred variable annuities, variable life contracts and
    certain guaranteed investment contracts, the assets and liabilities of which
    are legally segregated and recorded as assets and liabilities of the
    Separate Accounts. Absent any guarantees wherein the Company contractually
    guarantees either a minimum return or account value to the beneficiaries of
    the contractholders in the form of a death benefit, variable annuity and
    variable life contractholders bear the investment risk that the Separate
    Accounts' funds may not meet their stated investment objectives.

    The assets of the Separate Accounts are carried at fair value. Separate
    Accounts liabilities represent the contractholders' claim to the related
    assets and are carried at the fair value of the assets. In the event that
    the asset value of certain contractholder accounts are projected to be below
    the value guaranteed by the Company, a liability is established through a
    charge to earnings. Investment income and realized capital gains and losses
    of the Separate Accounts accrue directly to the contractholders and
    therefore, are not included in the Company's consolidated statements of
    operations. Revenues to the Company from the Separate Accounts consist of
    contract maintenance and administration fees, and mortality, surrender and
    expense risk charges.

    CONTRACTHOLDER FUNDS

    Contractholder funds arise from the issuance of individual or group policies
    and contracts that include an investment component, including most fixed
    annuities, interest-sensitive life policies and certain other investment
    contracts. Deposits received are recorded as interest-bearing liabilities.
    Contractholder funds are equal to deposits received, net of commissions, and
    interest credited to the benefit of the contractholder less withdrawals,
    mortality charges and administrative expenses. Detailed information on
    crediting rates and surrender and withdrawal protection on contractholder
    funds are outlined in Note 7.

    RESERVES FOR LIFE-CONTINGENT CONTRACT BENEFITS

    The reserve for life-contingent contract benefits, which relates to
    traditional life insurance, group retirement annuities and immediate
    annuities with life contingencies is computed on the basis of assumptions as
    to mortality, future investment yields, terminations and expenses at the
    time the policy is issued. These assumptions, which for traditional life
    insurance are applied using the net level premium method, include provisions
    for adverse deviation and generally vary by such characteristics as type of
    coverage, year of issue and policy duration. Detailed reserve assumptions
    and reserve interest rates are outlined in Note 7. To the extent that
    unrealized gains on fixed income securities would result in a premium
    deficiency had those gains actually been realized, the related increase in
    reserves is recorded as a reduction of the unrealized net capital gains
    included in shareholder's equity.

    PROPERTY-LIABILITY CLAIMS AND CLAIMS EXPENSE

    The property-liability reserve for claims and claims expense is the
    estimated amount necessary to settle both reported and unreported claims of
    insured property-liability losses, based upon the facts in each case and the
    Company's experience with similar cases. Estimated amounts of salvage and
    subrogation are deducted from the reserve for claims and claims expense. The
    establishment of appropriate reserves, including reserves for catastrophes,
    is an inherently uncertain process. Reserve estimates are regularly reviewed
    and updated, using the most current information available. Any resulting
    adjustments are reflected in current operations (see Note 7). These
    adjustments may be material.

    OFF-BALANCE-SHEET FINANCIAL INSTRUMENTS

    Commitments to invest, commitments to extend mortgage loans and credit
    guarantees have only off-balance-sheet risk because their contractual
    amounts are not recorded in the Company's consolidated statements of
    financial position. The contractual amounts and fair values of these
    instruments are outlined in Note 5.

                                       11
<PAGE>
    FOREIGN CURRENCY TRANSLATION

    The Company has a foreign subsidiary, AICC, where the local currency is
    deemed to be the functional currency in which AICC operates. The financial
    statements of AICC are translated into U.S. dollars at the exchange rate in
    effect at the end of a reporting period for assets and liabilities and at
    the average exchange rates during the period for results of operations. The
    unrealized gains or losses from the translation of the net assets are
    recorded as unrealized foreign currency translation adjustments, and
    included in accumulated other comprehensive income in the consolidated
    statements of financial position. Changes in unrealized foreign currency
    translation adjustments are included in other comprehensive income. Gains
    and losses from foreign currency transactions are reported in operating
    costs and expenses and have not been significant.

    USE OF ESTIMATES

    The preparation of financial statements in conformity with generally
    accepted 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.

    PENDING ACCOUNTING STANDARDS

    In June, 1999, the Financial Accounting Standards Board ("FASB") delayed the
    effective date of Statement of Financial Accounting Standard ("SFAS") No.
    133, "Accounting for Derivative Instruments and Hedging Activities." SFAS
    133 replaces existing pronouncements and practices with a single, integrated
    accounting framework for derivatives and hedging activities. This statement
    requires that all derivatives be recognized on the balance sheet at fair
    value. Derivatives that are not hedges must be adjusted to fair value
    through income. If the derivative is a hedge, depending on the nature of the
    hedge, changes in the fair value of derivatives will either be offset
    against the change in fair value of the hedged assets, liabilities, or firm
    commitments through earnings or recognized in other comprehensive income
    until the hedged item is recognized in earnings. Additionally, the change in
    fair value of a derivative which is not effective as a hedge will be
    immediately recognized in earnings. The delay was effected through the
    issuance of SFAS 137, which extends the SFAS No. 133 requirements to fiscal
    years beginning after June 15, 2000. As such, the Company expects to adopt
    the provisions of SFAS No. 133 as of January 1, 2001. The impact of this
    statement is dependent upon the Company's derivative positions and market
    conditions existing at the date of adoption. Based on existing
    interpretations of the requirements of SFAS No. 133, the impact of adoption
    of this statement is not expected to be material to financial position,
    however, may be material to results of operations.

 3.  RELATED PARTY TRANSACTIONS

     BUSINESS OPERATIONS

    The Company utilizes services performed and business facilities owned or
    leased and operated by AIC in conducting its business activities. In
    addition, ALIC and its domestic subsidiaries share the services of employees
    with AIC. The Company reimburses AIC for the operating expenses incurred on
    behalf of the Company. The Company is charged for the cost of these
    operating expenses based on the level of services provided. Operating
    expenses, including compensation, retirement and other benefit programs
    allocated to the Company were $199 million, $166 million, and $140 million
    in 1999, 1998 and 1997, respectively. A portion of these expenses relate to
    the acquisition of business which are deferred and amortized into income.

    STRUCTURED SETTLEMENT ANNUITIES

    The Company issued $61 million, $64 million and $52 million of structured
    settlement annuities, a type of immediate annuity, in 1999, 1998 and 1997,
    respectively, at prices determined based upon interest rates in effect at
    the time of purchase, to fund structured settlements in matters involving
    AIC. Of these amounts, $17 million, $23 million and $17 million relate to
    structured settlement annuities with life contingencies and are included in
    premium income for 1999, 1998, and 1997, respectively. In most cases, these
    annuities were issued under a "qualified assignment," which means the
    Company assumed AIC's obligation to make the future payments.

    AIC has issued surety bonds, in return for premiums of $476 thousand, $469
    thousand, $396 thousand in 1999, 1998 and 1997, respectively, to guarantee
    the payment of structured settlement benefits assumed and funded by certain
    annuity contracts issued by the Company (from both AIC and non-related
    parties). The Company has entered into a General Indemnity Agreement
    pursuant to which it has indemnified AIC for any losses associated with the
    surety bonds and has granted AIC certain collateral security rights with
    respect to the annuities and certain other rights in the event of any
    defaults covered by the surety bonds.

                                       12
<PAGE>
    Reserves recorded by the Company for annuities related to the surety bonds
    were $4.50 billion and $4.14 billion at December 31, 1999 and 1998,
    respectively.

    REINSURANCE TRANSACTIONS

    The Company has entered into a modified coinsurance contract with Allstate
    Reinsurance, Ltd. ("Allstate Re"), an affiliate of the Company, to cede 50%
    of certain fixed annuity business issued under a distribution agreement with
    PNC Bank NA. Under the terms of the contract, a trust has been established
    to provide protection to the Company for ceded liabilities. This agreement
    is continuous but may be terminated by either party with 60 days notice.

    The Company has entered into a contract to reinsure 100% of all credit
    insurance written by AIC. This agreement is continuous but may be terminated
    by either party with 60 days notice.

    The Company enters into certain intercompany reinsurance transactions with
    its wholly owned subsidiaries within the Life and Savings segment. The
    Company enters into these transactions in order to maintain underwriting
    control and spread risk among various legal entities. These reinsurance
    agreements have been approved by the appropriate regulatory authorities. All
    significant intercompany transactions have been eliminated in consolidation.

    At December 31, 1999, $1.98 billion of the Company's investments are held in
    a trust for the benefit of Northbrook Life Insurance Company, a wholly owned
    subsidiary, to permit it to meet policyholder obligations under its
    reinsurance agreement with the Company.

    AICC has entered into an excess of loss reinsurance agreement with AIC
    covering certain property policies. Under the current contract, the
    aggregate limit for which AIC would indemnify AICC for all loss occurrences
    during the term of the current contract is $66 million. The amount has been
    translated into U.S. dollars utilizing the exchange rate as of December 31,
    1999.

    Starting January 1, 1999, AICC has entered into a contract to reinsure
    personal automobile business written by Pembridge Insurance Company
    ("Pembridge"), a subsidiary of the Corporation. Under the renewable excess
    of loss contract, AICC reinsures Pembridge for personal auto business that
    provides third party and accident coverages. For each loss occurrence, the
    contract contains two layers of loss. In the first layer of loss protection,
    losses in excess of $1 million up to $3 million will be covered by AICC. In
    the second layer of loss protection, AICC covers losses in excess of the
    first $3 million layer up to $7 million. For each loss occurrence, the
    maximum amount AICC will indemnify Pembridge in both layers for third party
    liability is $689 thousand. All amounts have been translated into U.S.
    dollars utilizing the exchange rate as of December 31, 1999.

    The impact to the Company's consolidated statement of operations from
    related party reinsurance transactions are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                    ASSUMED:                        CEDED:
                          ----------------------------   ----------------------------
                                     CLAIMS AND CLAIMS              CLAIMS AND CLAIMS
YEAR ENDED                              EXPENSE AND                    EXPENSE AND
DECEMBER 31,              PREMIUMS   CONTRACT BENEFITS   PREMIUMS   CONTRACT BENEFITS
- ------------------------  --------   -----------------   --------   -----------------
<S>                       <C>        <C>                 <C>        <C>
    1999                    $ 25            $23             $2             $ 1
    1998                      23             20              1              10
    1997                     117             15              2               -
</TABLE>

    The reinsurance recoverable and reinsurance payable balances pertaining to
    related party reinsurance agreements were not material at December 31, 1999
    and 1998, respectively.

    DEBT

    The Company has entered into an intercompany loan agreement with the
    Corporation. The amount of funds available to the Company at a given point
    in time is dependent upon the debt position of the Corporation. There was no
    outstanding balance at December 31, 1999 and 1998, respectively.

    The Company has access to two credit facilities maintained by the
    Corporation as a potential source of funds to manage short-term liquidity.
    These include a $1.50 billion, five-year revolving line of credit, expiring
    in 2001 and a $50 million, one-year revolving line of credit expiring in
    2000. The ability of the Company to borrow from the five-year line of credit
    is predicated upon AIC maintaining a specified statutory surplus level and
    the Corporation's debt to equity ratio (as

                                       13
<PAGE>
    defined in the agreement) must not exceed a designated level. The Company
    has not drawn upon either credit facility during 1999 or 1998.

 4.  INVESTMENTS

     FAIR VALUES

    The amortized cost, gross unrealized gains and losses, and fair value for
    fixed income securities are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                                          GROSS UNREALIZED
                                                              AMORTIZED   -----------------    FAIR
                                                                COST       GAINS    LOSSES     VALUE
                                                              ---------   -------   -------   -------
<S>                                                           <C>         <C>       <C>       <C>
    AT DECEMBER 31, 1999
    U.S. government and agencies                               $ 1,957    $  225     $  (9)   $ 2,173
    Municipal                                                      736        10       (15)       731
    Corporate                                                   16,059       430      (434)    16,055
    Foreign government                                             536        15        (9)       542
    Mortgage-backed securities                                   5,612        86      (110)     5,588
    Asset-backed securities                                      2,389         6       (24)     2,371
    Redeemable preferred stock                                      65         -        (2)        63
                                                               -------    ------     -----    -------
    Total fixed income securities                              $27,354    $  772     $(603)   $27,523
                                                               =======    ======     =====    =======
    AT DECEMBER 31, 1998
    U.S. government and agencies                               $ 2,022    $  751     $  (1)   $ 2,772
    Municipal                                                      552        47         -        599
    Corporate                                                   13,595     1,223       (76)    14,742
    Foreign government                                             264         6         -        270
    Mortgage-backed securities                                   5,773       237        (1)     6,009
    Asset-backed securities                                      2,355        36        (6)     2,385
    Redeemable preferred stock                                      69        12         -         81
                                                               -------    ------     -----    -------
    Total fixed income securities                              $24,630    $2,312     $ (84)   $26,858
                                                               =======    ======     =====    =======
</TABLE>

    SCHEDULED MATURITIES

    The scheduled maturities for fixed income securities are as follows at
    December 31, 1999:

    ($ in millions)

<TABLE>
<CAPTION>
                                                              AMORTIZED    FAIR
                                                                COST       VALUE
                                                              ---------   -------
<S>                                                           <C>         <C>
    Due in one year or less                                    $   693    $   694
    Due after one year through five years                        5,519      5,538
    Due after five years through ten years                       6,425      6,291
    Due after ten years                                          6,716      7,041
                                                               -------    -------
                                                                19,353     19,564
    Mortgage- and asset-backed securities                        8,001      7,959
                                                               -------    -------
    Total                                                      $27,354    $27,523
                                                               =======    =======
</TABLE>

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

                                       14
<PAGE>
    ($ in millions)

<TABLE>
<CAPTION>
NET INVESTMENT INCOME                                          1999     1998     1997
YEAR ENDED DECEMBER 31,                                       ------   ------   ------
<S>                                                           <C>      <C>      <C>
    Fixed income securities                                   $1,947   $1,860   $1,825
    Mortgage loans                                               279      253      265
    Equity securities                                             17       32       18
    Other                                                         67       40       46
                                                              ------   ------   ------
    Investment income, before expense                          2,310    2,185    2,154
    Investment expense                                            45       46       36
                                                              ------   ------   ------
    Net investment income                                     $2,265   $2,139   $2,118
                                                              ======   ======   ======
</TABLE>

    ($ in millions)

<TABLE>
<CAPTION>
REALIZED CAPITAL GAINS AND LOSSES                             1999   1998   1997
YEAR ENDED DECEMBER 31,                                       ----   ----   ----
<S>                                                           <C>    <C>    <C>
    Fixed income securities                                   $ 11   $ 92   $ 43
    Equity securities                                           94     59    123
    Other investments                                           90    181     26
                                                              ----   ----   ----
    Realized capital gains and losses                          195    332    192
    Income taxes                                                69    121     67
                                                              ----   ----   ----
    Realized capital gains and losses, after-tax              $126   $211   $125
                                                              ====   ====   ====
</TABLE>

    Excluding calls and prepayments, gross gains of $120 million, $68 million
    and $41 million and gross losses of $109 million, $32 million and $44
    million were realized on sales of fixed income securities during 1999, 1998
    and 1997, respectively.

    UNREALIZED NET CAPITAL GAINS

    Unrealized net capital gains on fixed income and equity securities included
    in shareholder's equity at December 31, 1999, are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                                                     GROSS UNREALIZED
                                                           COST/                     -----------------   UNREALIZED
                                                       AMORTIZED COST   FAIR VALUE    GAINS    LOSSES    NET GAINS
                                                       --------------   ----------   -------   -------   ----------
<S>                                                    <C>              <C>          <C>       <C>       <C>
    Fixed income securities                               $27,354        $27,523     $  772     $(603)     $ 169
    Equity securities                                         503            743        264       (24)       240
                                                          -------        -------     ------     -----      -----
    Total                                                 $27,857        $28,266     $1,036     $(627)       409
                                                          =======        =======     ======     =====
    Deferred income taxes, deferred policy
    acquisition costs and other                                                                             (189)
                                                                                                           -----
    Unrealized net capital gains                                                                           $ 220
                                                                                                           =====
</TABLE>

    At December 31, 1998, equity securities had gross unrealized gains of
    $320 million and gross unrealized losses of $18 million.

    ($ in millions)

<TABLE>
<CAPTION>
CHANGE IN UNREALIZED NET CAPITAL GAINS AND LOSSES              1999     1998    1997
YEAR ENDED DECEMBER 31,                                       -------   -----   -----
<S>                                                           <C>       <C>     <C>
    Fixed income securities                                   $(2,059)  $ 317   $ 743
    Equity securities                                             (62)    (30)    116
                                                              -------   -----   -----
    Total                                                      (2,121)    287     859
    Deferred income taxes, deferred policy acquisition costs
    and other                                                   1,477    (214)   (609)
                                                              -------   -----   -----
    (Decrease) increase in unrealized net capital gains       $  (644)  $  73   $ 250
                                                              =======   =====   =====
</TABLE>

                                       15
<PAGE>
    INVESTMENT LOSS PROVISIONS AND VALUATION ALLOWANCES

    Pretax provisions for investment losses, principally relating to other than
    temporary declines in value of fixed income securities and equity
    securities, and valuation allowances on mortgage loans were $20 million, $17
    million and $15 million in 1999, 1998 and 1997, respectively.

    MORTGAGE LOAN IMPAIRMENT

    A mortgage loan is impaired when it is probable that the Company will be
    unable to collect all amounts due according to the contractual terms of the
    loan agreement.

    The components of impaired loans at December 31 are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                              1999   1998
                                                              ----   ----
<S>                                                           <C>    <C>
    Impaired loans
    With valuation allowances                                 $25    $35
    Less: valuation allowances                                 (7)    (9)
    Without valuation allowances                               11     36
                                                              ---    ---
    Net carrying value of impaired loans                      $29    $62
                                                              ===    ===
</TABLE>

    The net carrying value of impaired loans at December 31, 1999 and 1998
    comprise $22 million and $60 million, respectively, measured at the fair
    value of the collateral, and $7 million and $2 million, respectively,
    measured at the present value of the loan's expected future cash flows
    discounted at the loan's effective interest rate. Impaired loans without
    valuation allowances include collateral dependent loans where the fair value
    of the collateral is greater than the recorded investment in the loans.

    Interest income is recognized on a cash basis for impaired loans carried at
    the fair value of the collateral, beginning at the time of impairment. For
    other impaired loans, interest is accrued based on the net carrying value.
    The Company recognized interest income of $2 million, $5 million and $8
    million on impaired loans during 1999, 1998 and 1997, respectively, of which
    $2 million, $5 million and $7 million was received in cash during 1999, 1998
    and 1997, respectively. The average balance of impaired loans was $43
    million, $53 million and $103 million during 1999, 1998 and 1997,
    respectively.

    Valuation allowances for mortgage loans at December 31, 1999, 1998 and 1997,
    were $13 million, $15 million and $32 million, respectively. For the years
    ended December 31, 1998 and 1997, releases of mortgage loan valuation
    allowances for dispositions of impaired mortgage loans were $1 million and
    $8 million, respectively. No mortgage loans valuation allowances were
    released due to dispositions of impaired mortgage loans during 1999. For the
    years ended December 31, 1999, 1998 and 1997, net reductions to mortgage
    loan valuation allowances were $2 million, $16 million, $25 million,
    respectively.

    INVESTMENT CONCENTRATION FOR COMMERCIAL MORTGAGE PORTFOLIOS AND OTHER
    INVESTMENT INFORMATION

    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 exceeded 5% of the portfolio at December 31, 1999:

    (% OF COMMERCIAL MORTGAGE PORTFOLIO CARRYING VALUE)

<TABLE>
<CAPTION>
                                                              1999    1998
                                                              -----   -----
<S>                                                           <C>     <C>
    California                                                20.6%   23.7%
    Illinois                                                    7.9     7.8
    Florida                                                     7.9     5.8
    New York                                                    7.4     9.2
    Texas                                                       5.8     4.9
    New Jersey                                                  5.7     4.1
    Pennsylvania                                                5.1     4.9
</TABLE>

                                       16
<PAGE>
    The types of properties collateralizing the commercial mortgage loans at
    December 31, are as follows:

    (% OF COMMERCIAL MORTGAGE PORTFOLIO CARRYING VALUE)

<TABLE>
<CAPTION>
                                                               1999     1998
                                                              ------   ------
<S>                                                           <C>      <C>
    Office buildings                                           31.5%    26.5%
    Retail                                                      26.9     31.2
    Apartment complex                                           17.2     17.1
    Warehouse                                                   16.8     17.0
    Industrial                                                   2.2      2.6
    Other                                                        5.4      5.6
                                                              ------   ------
                                                              100.0%   100.0%
                                                              ======   ======
</TABLE>

    The contractual maturities of the commercial mortgage loan portfolio as of
    December 31, 1999, for loans that were not in foreclosure are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                               NUMBER    CARRYING
                                                              OF LOANS    VALUE     PERCENT
                                                              --------   --------   -------
<S>                                                           <C>        <C>        <C>
    2000                                                          40      $  239      6.3%
    2001                                                          50         214       5.6
    2002                                                          63         273       7.2
    2003                                                          71         282       7.4
    2004                                                          55         280       7.4
    Thereafter                                                   515       2,513      66.1
                                                                 ---      ------    ------
    Total                                                        794      $3,801    100.0%
                                                                 ===      ======    ======
</TABLE>

    In 1999, $190 million of commercial mortgage loans were contractually due.
    Of these, 81.4% were paid as due, 15.9% were refinanced at prevailing market
    terms, 0.3% were foreclosed or are in the process of foreclosure, and 2.4%
    were in the process of refinancing or restructuring discussions.

    At December 31, 1999, there were no investments, excluding equity
    securities, that were non-income producing during 1999.

    At December 31, 1999, fixed income securities with a carrying value of $61
    million were on deposit with regulatory authorities as required by law.

 5.  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
     deferred policy acquisition costs and reinsurance recoverables) and
     liabilities (including traditional life, interest-sensitive life and
     property-liability reserves and deferred income taxes) are not considered
     financial instruments and are not carried at fair value. Other assets and
     liabilities considered financial instruments such as accrued investment
     income and cash are generally of a short-term nature. Their carrying values
     are assumed to approximate fair value.

                                       17
<PAGE>
    FINANCIAL ASSETS

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

    ($ in millions)

<TABLE>
<CAPTION>
                                                                    1999                 1998
                                                             ------------------   ------------------
                                                             CARRYING    FAIR     CARRYING    FAIR
                                                              VALUE      VALUE     VALUE      VALUE
                                                             --------   -------   --------   -------
<S>                                                          <C>        <C>       <C>        <C>
    Fixed income securities                                  $27,523    $27,523   $26,858    $26,858
    Mortgage loans                                             3,801      3,704     3,285      3,483
    Equity securities                                            743        743       748        748
    Short-term investments                                       711        711       742        742
    Policy loans                                                 606        606       569        569
    Separate Accounts                                         13,857     13,857    10,098     10,098
</TABLE>

    CARRYING VALUE AND FAIR VALUE INCLUDE THE EFFECTS OF DERIVATIVE FINANCIAL
    INSTRUMENTS WHERE APPLICABLE.

    Fair values for fixed income securities are based on quoted market prices
    where available. Non-quoted securities are valued based on discounted cash
    flows using current interest rates for similar securities. Equity securities
    are valued based principally on quoted market prices. 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 carrying
    value are deemed to approximate fair value.

    The carrying value of policy loans are deemed to approximate fair value. The
    Separate Accounts assets are carried in the consolidated statements of
    financial position at fair value based on quoted market prices.

    FINANCIAL LIABILITIES

    The carrying value and fair value of financial liabilities at December 31,
    are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                                    1999                 1998
                                                             ------------------   ------------------
                                                             CARRYING    FAIR     CARRYING    FAIR
                                                              VALUE      VALUE     VALUE      VALUE
                                                             --------   -------   --------   -------
<S>                                                          <C>        <C>       <C>        <C>
    Contractholder funds on investment contracts             $18,587    $17,918   $16,757    $16,509
    Separate Accounts                                         13,857     13,857    10,098     10,098
</TABLE>

    The fair value of contractholder funds on investment contracts is based on
    the terms of the underlying contracts. Reserves on investment contracts with
    no stated maturities (single 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.
    Separate Accounts liabilities 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) and in conjunction
    with asset/liability management, in the Life and Savings segment. The
    Company does not hold or issue these instruments for trading purposes.

                                       18
<PAGE>
    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:

    ($ in millions)

<TABLE>
<CAPTION>
                                                                                 1999
                                                             --------------------------------------------
                                                                                              CARRYING
                                                             CONTRACT                           VALUE
                                                             /NOTIONAL    CREDIT    FAIR       ASSETS/
                                                              AMOUNT     EXPOSURE   VALUE   (LIABILITIES)
                                                             ---------   --------   -----   -------------
<S>                                                          <C>         <C>        <C>     <C>
    INTEREST RATE CONTRACTS
    Interest rate swap agreements
    Pay floating rate, receive fixed rate                     $  409       $  9     $  7        $  3
    Pay fixed rate, receive floating rate                      1,170         37       37          19
    Pay floating rate, receive floating rate                      71          -        -           -
    Financial futures and forward contracts                    2,466          -       (1)          4
    Interest rate cap and floor agreements                     1,861          4        4           2
                                                              ------       ----     ----        ----
    Total interest rate contracts                              5,977         50       47          28
    EQUITY AND OTHER CONTRACTS
    Options, warrants and financial futures                    1,120        116       99          99
    FOREIGN CURRENCY CONTRACTS
    Foreign currency swap agreements                             535          -       (1)          -
                                                              ------       ----     ----        ----
    Total derivative financial instruments                    $7,632       $166     $145        $127
                                                              ======       ====     ====        ====
</TABLE>

    ($ in millions)

<TABLE>
<CAPTION>
                                                                                 1998
                                                             --------------------------------------------
                                                                                              CARRYING
                                                             CONTRACT                           VALUE
                                                             /NOTIONAL    CREDIT    FAIR       ASSETS/
                                                              AMOUNT     EXPOSURE   VALUE   (LIABILITIES)
                                                             ---------   --------   -----   -------------
<S>                                                          <C>         <C>        <C>     <C>
    INTEREST RATE CONTRACTS
    Interest rate swap agreements
    Pay floating rate, receive fixed rate                     $  474       $ 14     $ 30        $ 24
    Pay fixed rate, receive floating rate                        965          -      (32)        (17)
    Pay floating rate, receive floating rate                      73          -       (1)          -
    Financial futures and forward contracts                      227          -        -           -
    Interest rate cap and floor agreements                     3,049          2        2           3
                                                              ------       ----     ----        ----
    Total interest rate contracts                              4,788         16       (1)         10
    EQUITY AND OTHER CONTRACTS
    Options, warrants and financial futures                      723        205      205         205
    FOREIGN CURRENCY CONTRACTS
    Foreign currency swap agreements                              79          -       (3)         (3)
                                                              ------       ----     ----        ----
    Total derivative financial instruments                    $5,590       $221     $201        $212
                                                              ======       ====     ====        ====
</TABLE>

    CREDIT EXPOSURE INCLUDES THE EFFECTS OF LEGALLY ENFORCEABLE MASTER NETTING
    AGREEMENTS.
    CREDIT EXPOSURE AND FAIR VALUE INCLUDE ACCRUED INTEREST WHERE APPLICABLE.
    CARRYING VALUE IS REPRESENTATIVE OF DEFERRED GAINS AND LOSSES, UNAMORTIZED
    PREMIUM, ACCRUED INTEREST AND/OR UNREALIZED GAINS AND LOSSES DEPENDING ON
    THE ACCOUNTING FOR THE DERIVATIVE FINANCIAL INSTRUMENT.

    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.

                                       19
<PAGE>
    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 used 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 1999, 1998
    or 1997.

    The Company paid a weighted average floating interest rate of 5.3% and 5.6%
    and received a weighted average fixed interest rate of 7.1% and 6.8% in 1999
    and 1998, respectively. The Company paid a weighted average fixed interest
    rate of 5.7% and 6.5% and received a weighted average floating interest rate
    of 5.0% and 6.0% in 1999 and 1998, respectively.

    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 fixed income
    securities, equity securities, certain annuity contracts and anticipatory
    investment purchases and sales. 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.

    EQUITY-INDEXED OPTION CONTRACTS AND EQUITY-INDEXED FINANCIAL FUTURES provide
    returns based on a specified equity index applied to the instrument's
    notional amount. The Company utilizes these instruments to achieve equity
    appreciation, to reduce the market risk associated with certain annuity
    contracts and for other risk management purposes. Where required,
    counterparties post collateral to minimize credit risk.

    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 securities and issuing obligations which are
    denominated in foreign currencies.

    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 is generally
    offset by the change 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:

    ($ in millions)

<TABLE>
<CAPTION>
                                                                     1999                  1998
                                                              -------------------   -------------------
                                                              CONTRACTUAL   FAIR    CONTRACTUAL   FAIR
                                                                AMOUNT      VALUE     AMOUNT      VALUE
                                                              -----------   -----   -----------   -----
<S>                                                           <C>           <C>     <C>           <C>
    Commitments to invest                                         $28          -        $34          -
    Commitments to extend mortgage loans                           95          1         87          1
    Credit guarantees                                              89          -         93          -
</TABLE>

                                       20
<PAGE>
    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
    predetermined interest rates. 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.

    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, which are reported in net investment income over the
    lives of the commitments, for assuming the referenced credit risk. 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 becomes
    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 $88 million at
    December 31, 1999. 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, 1999

 6.  DEFERRED POLICY ACQUISITION COSTS

    Certain costs of acquiring business which were deferred and amortized for
    the years ended December 31, 1999 and 1998 are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                               1999     1998
YEAR ENDED DECEMBER 31:                                       ------   ------
<S>                                                           <C>      <C>
    Balance, beginning of year                                $2,195   $1,992
    Acquisition costs deferred                                   677      666
    Amortization charged to income                              (366)    (343)
    Adjustment from unlocking                                    (43)     (69)
    Effect on DPAC from unrealized gains/(losses)                231      (50)
    Foreign currency translation                                   1       (1)
                                                              ------   ------
    Balance, end of year                                      $2,695   $2,195
                                                              ======   ======
</TABLE>

 7.  INSURANCE LIABILITIES

    At December 31, the reserve for life-contingent contract benefits consists
    of the following:

    ($ in millions)

<TABLE>
<CAPTION>
                                                               1999     1998
                                                              ------   ------
<S>                                                           <C>      <C>
    Immediate annuities:
    Structured settlement annuities                           $4,254   $4,694
    Other immediate annuities                                  1,513    1,669
    Traditional life                                           1,267    1,125
    Other                                                        114      113
                                                              ------   ------
    Total reserve for life-contingent contract benefits       $7,148   $7,601
                                                              ======   ======
</TABLE>

    The assumptions for mortality generally utilized in calculating reserves
    include, the U.S. population with projected calendar year improvements and
    age setbacks for impaired lives for structured settlement annuities; the
    1983 group

                                       21
<PAGE>
    annuity mortality table for other immediate annuities; and actual Company
    experience plus a provision for adverse deviation for traditional life.
    Interest rate assumptions vary from 3.5% to 11.7% for immediate annuities
    and 4.0% to 11.3% for traditional life. Other estimation methods used
    include the present value of contractually fixed future benefits for
    structured settlement annuities, the present value of expected future
    benefits based on historical experience for other immediate annuities and
    the net level premium reserve method using the Company's withdrawal
    experience rates for traditional life.

    Premium deficiency reserves are established, if necessary, and have been
    recorded for certain immediate annuities with life contingencies, to the
    extent the unrealized gains on fixed income securities would result in a
    premium deficiency had those gains actually been realized. A liability of
    $65 million and $933 million is included in the reserves for life-contingent
    contract benefits with respect to this deficiency for the years ended
    December 31, 1999 and 1998, respectively. The decrease in this liability in
    1999 reflects declines in unrealized capital gains on fixed income
    securities.

    At December 31, contractholder funds consists of the following:

    ($ in millions)

<TABLE>
<CAPTION>
                                                               1999      1998
                                                              -------   -------
<S>                                                           <C>       <C>
    Interest-sensitive life                                   $ 5,036   $ 4,395
    Fixed annuities:
    Immediate annuities                                         1,748     1,641
    Deferred annuities                                         12,695    10,874
    Guaranteed investment contracts                             2,953     3,233
    Other investment contracts                                  1,563       990
                                                              -------   -------
    Total contractholder funds                                $23,995   $21,133
                                                              =======   =======
</TABLE>

    Contractholder funds are equal to deposits received, net of commissions, and
    interest credited to the benefit of the contractholder less withdrawals,
    mortality charges and administrative expenses. Interest rates credited range
    from 4.0% to 8.5% for interest-sensitive life contracts; 3.5% to 10.0% for
    immediate annuities; 1.6% to 26.2% for deferred annuities (which include
    equity-indexed annuities that are hedged, see Note 2 and Note 5); 4.9% to
    9.9% for guaranteed investment contracts and 5.3% to 6.6% for other
    investment contracts. Withdrawal and surrender charge protection includes i)
    for interest-sensitive life, either a percentage of account balance or
    dollar amount grading off generally over 20 years; and, ii) for deferred
    annuities not subject to a market value adjustment, either a declining or a
    level percentage charge generally over nine years or less. Approximately 10%
    of deferred annuities are subject to a market value adjustment.

    PROPERTY-LIABILITY CONTRACTS

    For the Property-Liability segment, the Company establishes reserves for
    claims and claims expense on reported and unreported claims of insured
    losses. These reserve estimates are based on known facts and interpretation
    of circumstances, including the Company's experience with similar cases and
    historical trends involving claim payment patterns, loss payments, pending
    levels of unpaid claims and product mix, as well as other factors including
    court decisions, economic conditions and public attitudes. The effects of
    inflation are implicitly considered in the reserving process.

    The establishment of appropriate reserves, including reserves for
    catastrophes, is an inherently uncertain process. The Company regularly
    updates its reserve estimates as new facts become known and further events
    occur which may impact the resolution of unsettled claims. Changes in prior
    year reserve estimates, which may be material, are reflected in the results
    of operations in the period such changes are determinable.

                                       22
<PAGE>
    Activity in the reserve for property-liability insurance claims and claims
    expense is summarized as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                              1999   1998   1997
                                                              ----   ----   ----
<S>                                                           <C>    <C>    <C>
    Balance at January 1                                      $313   $348   $387
    Less reinsurance recoverables                               20     16     15
                                                              ----   ----   ----
    Net balance at January 1                                   293    332    372
    Incurred claims and claims expense related to:
    Current year                                               247    233    227
    Prior years                                                (25)   (38)   (48)
                                                              ----   ----   ----
    Total incurred                                             222    195    179
    Claims and claims expense paid related to:
    Current year                                               144    148    129
    Prior years                                                 73     64     73
                                                              ----   ----   ----
    Total paid                                                 217    212    202
    Foreign currency translation adjustment                     17    (22)   (17)
                                                              ----   ----   ----
    Net balance at December 31                                 315    293    332
    Plus reinsurance recoverables                               53     20     16
                                                              ----   ----   ----
    Balance at December 31                                    $368   $313   $348
                                                              ====   ====   ====
</TABLE>

    Incurred claims and claims expense represents the sum of paid losses and
    reserve changes in the calendar year. This expense includes losses from
    catastrophes of $6 million, $31 million and $6 million in 1999, 1998 and
    1997, respectively. A "catastrophe" is defined by the Company as an event
    that produces pretax losses before reinsurance in excess of $1 million, and
    involves multiple first party policyholders. Catastrophes are an inherent
    risk of the property-liability insurance business and could contribute to
    material year-to-year fluctuations in the Company's results of operations
    and financial position.

    The level of catastrophe loss experienced in any year cannot be predicted
    and could be material to results of operations and financial position.
    Catastrophe exposures for AICC primarily comprise wind, hail, earthquakes,
    and ice. The major areas in Canada with exposure to potential earthquake
    losses include areas surrounding faults in British Columbia and Quebec. The
    Company continues to evaluate alternative business strategies to more
    effectively manage its exposure to catastrophe losses in these and other
    areas.

    Management believes that the reserve for claims and claims expense, net of
    reinsurance recoverables, at December 31, 1999 and 1998 is appropriately
    established in the aggregate and adequate to cover the ultimate net cost of
    reported and unreported claims arising from losses which had occurred by
    that date.

    The Property-Liability segment has exposure to environmental, asbestos and
    other mass tort claims that stem principally from commercial business
    written from 1972 through 1985, including substantial general liabilities on
    Canadian Fortune 500 equivalent companies. Reserves for environmental claims
    were $4 million, net of reinsurance recoverables of $2 million, and $3
    million at December 31, 1999 and 1998, respectively. Reserves for asbestos
    claims were $2 million and $2 million at December 31, 1999 and 1998,
    respectively.

    Management believes its net loss reserves for environmental, asbestos and
    other mass tort claims are appropriately established based on available
    facts, technology, laws and regulations. However, due to the risks inherent
    in major litigation and other uncertainties, the ultimate cost of these
    claims may vary materially from the amounts currently recorded, resulting in
    an increase in the loss reserves. In addition, while the Company believes
    improved actuarial techniques and databases have assisted in its ability to
    estimate environmental, asbestos and other mass tort net loss reserves,
    these refinements may subsequently prove to be inadequate indicators of the
    extent of probable loss. Due to the uncertainties and factors described
    above, management believes it is not practicable to develop a meaningful
    range for any such additional net loss reserves that may be required.

 8.  REINSURANCE

     The Company purchases reinsurance to limit aggregate and single losses on
     large risks. The Company continues to have primary liability as a direct
     insurer for risks reinsured. Estimating amounts of reinsurance recoverable
     is impacted by the

                                       23
<PAGE>
     uncertainties involved in the establishment of loss reserves. Failure of
     reinsurers to honor their obligations could result in losses to the
     Company.

    The Company's Life and Savings' segment assumes risk from, and reinsures
    certain of its risks to other reinsurers under yearly renewable term,
    coinsurance, and modified coinsurance agreements. Yearly renewable term and
    coinsurance agreements result in the passing of a portion of the risk to the
    reinsurer. Generally, the reinsurer receives a proportionate amount of the
    premiums less commissions and is liable for a corresponding proportionate
    amount of all benefit payments. Modified coinsurance is similar to
    coinsurance except that the cash and investments that support the liability
    for contract benefits are not transferred to the assuming company, and
    settlements are made on a net basis between the companies.

    The Company cedes 90% of the mortality risk on certain term life policies to
    a pool of ten reinsurers. Beginning in November, 1998, the Company cedes
    mortality risk on new business in excess of $2 million per life for
    individual coverage. For business sold prior to October, 1998, the Company
    ceded mortality risk in excess of $1 million per life for individual life.
    As of December 31, 1999 $102.15 billion of life insurance in force was ceded
    to other companies.

    During 1998, the Company entered into an administrative services agreement
    with respect to a block of variable annuity contracts. Pursuant to the terms
    of the agreement, the Company is to provide insurance contract
    administration and financial services. As part of the agreement, the Company
    assumed via coinsurance 100% of the general account portion of these
    contracts (85% for business written in New York) with an aggregate account
    value of $32 million as of December 31, 1999. The Company paid $65 million,
    which was capitalized as present value of future profits and will be
    subsequently amortized into income over 20 years, for the right to receive
    future contract charges and fees on the block of variable annuity contracts,
    which has an aggregate account value of $1.77 billion as of December 31,
    1999. During 1999, the Company earned contract charges and fees assessed to
    contractholders' fund balances of $15 million.

    The Company's Property-Liability segment cedes certain of its risks to AIC
    under excess of loss reinsurance agreements. These agreements provide that
    for certain premiums, the Company will be reimbursed by AIC for losses in
    excess of predetermined amounts. See Note 4 "Related Parties" for more
    information on these agreements. The Property-Liability segment also ceded
    certain commercial business risks under excess of loss agreements to third
    party reinsurers. Although the Company stopped writing commercial business
    in 1992, related claims continue to be submitted and settlements are
    pending.

    The Company has entered into reinsurance agreements in conjunction with the
    disposition of certain blocks of business.

    Amounts recoverable from reinsurers are estimated based upon assumptions
    consistent with those used in establishing the liabilities related to the
    underlying reinsured contracts. Management believes the recoverables are
    appropriately established. No single reinsurer has a material obligation to
    the Company nor is the Company's business substantially dependent upon any
    reinsurance contract.

                                       24
<PAGE>
    The effects of reinsurance on premiums written and earned for the years
    ended December 31, are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                               1999     1998     1997
                                                              ------   ------   ------
<S>                                                           <C>      <C>      <C>
    LIFE AND ANNUITY PREMIUMS
    Direct                                                    $1,042   $1,043   $1,032
    Assumed                                                       37       24      117
    Ceded                                                       (241)    (178)    (194)
                                                              ------   ------   ------
    Life insurance premiums, net of reinsurance               $  838   $  889   $  955
                                                              ======   ======   ======
    LIFE AND ANNUITY CONTRACT CHARGES
    Direct                                                    $  706   $  625   $  547
    Assumed                                                       17        5        -
    Ceded                                                          -        -        -
                                                              ------   ------   ------
    Life insurance contract charges, net of reinsurance       $  723   $  630   $  547
                                                              ======   ======   ======
    PROPERTY-LIABILITY PREMIUMS WRITTEN
    Direct                                                    $  317   $  280   $  276
    Assumed                                                        1        1        -
    Ceded                                                         (3)      (1)      (3)
                                                              ------   ------   ------
    Property-Liability premiums written, net of reinsurance   $  315   $  280   $  273
                                                              ======   ======   ======
    PROPERTY-LIABILITY PREMIUMS EARNED
    Direct                                                    $  291   $  268   $  278
    Assumed                                                        1        1        -
    Ceded                                                         (3)      (1)      (3)
                                                              ------   ------   ------
    Property-Liability premiums earned, net of reinsurance    $  289   $  268   $  275
                                                              ======   ======   ======
</TABLE>

    Reinsurance recoverables in the Company's consolidated statements of
    financial position, at December 31, were as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                              1999   1998
                                                              ----   ----
<S>                                                           <C>    <C>
    Life and Savings                                          $434   $230
    Property-Liability                                          61     24
                                                              ----   ----
    Total                                                     $495   $254
                                                              ====   ====
</TABLE>

 9.  CORPORATION RESTRUCTURING

     On November 10, 1999 the Corporation announced a series of strategic
     initiatives to aggressively expand its selling and service capabilities.
     The Corporation also announced that it is implementing a program to reduce
     expenses by approximately $600 million. The reduction will result in the
     elimination of approximately 4,000 current non-agent positions, across all
     employment grades and categories by the end of 2000, or approximately 10%
     of the Corporation's non-agent work force. The impact of the reduction in
     employee positions is not expected to materially impact the results of
     operations of the Company.

    These cost reductions are part of a larger initiative to redeploy the cost
    savings to finance new initiatives including investments in direct access
    and internet channels for new sales and service capabilities, new
    competitive pricing and underwriting techniques, new agent and claim
    technology and enhanced marketing and advertising. As a result of the cost
    reduction program, the Corporation recorded restructuring and related
    charges of $81 million pretax during the fourth quarter of 1999. The
    Corporation anticipates that additional pretax restructuring related charges
    of approximately $100 million will be expensed as incurred throughout 2000.
    The Company's allocable share of these expenses were immaterial in 1999 and
    are expected to be immaterial in 2000.

                                       25
<PAGE>
10.  COMMITMENTS AND CONTINGENT LIABILITIES

     LEASES

    The Company leases certain office facilities and computer equipment. Total
    rent expense for all leases was $16 million, $18 million and $13 million in
    1999, 1998 and 1997, respectively.

    Minimum rental commitments under noncancelable operating leases with an
    initial or remaining term of more than one year as of December 31, are as
    follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                             1999
                                                             ----
<S>                                                          <C>
    2000                                                     $ 5
    2001                                                       4
    2002                                                       3
    2003                                                       2
    2004                                                       1
                                                             ---
                                                             $15
                                                             ===
</TABLE>

    SHARED MARKETS

    As a condition of its license to do business in various Canadian provinces,
    AICC is required to participate in mandatory property-liability shared
    market mechanisms or pooling arrangements, which provide various insurance
    coverages to individuals or other entities that otherwise are unable to
    purchase such coverage voluntarily from private insurers. Underwriting
    results related to these organizations have been immaterial to the results
    of operations.

    GUARANTY FUNDS

    Under state insurance guaranty fund laws, insurers doing business in a state
    can be assessed, up to prescribed limits, for certain obligations of
    insolvent insurance companies to policyholders and claimants. The Company's
    expenses related to these funds have been immaterial.

    REGULATION AND LEGAL PROCEEDINGS

    The Company's business is subject to the effects of a changing social,
    economic and regulatory environment. Public and regulatory initiatives have
    varied and have included employee benefit regulation, controls on medical
    care costs, removal of barriers preventing banks from engaging in the
    securities and insurance business, tax law changes affecting the taxation of
    insurance companies, the tax treatment of insurance products and its impact
    on the relative desirability of various personal investment vehicles, and
    proposed legislation to prohibit the use of gender in determining insurance
    rates and benefits. The ultimate changes and eventual effects, if any, of
    these initiatives are uncertain.

    From time to time the Company is involved in pending and threatened
    litigation in the normal course of business in which claims for monetary
    damages are asserted. In the opinion of management, the ultimate
    responsibility, if any, arising from such pending or threatened litigation
    is not expected to have a material effect on the results of operations,
    liquidity or financial position of the Company.

    MARKETING AND COMPLIANCE ISSUES

    Companies operating in the insurance and financial services markets have
    come under the scrutiny of regulators with respect to market conduct and
    compliance issues. Under certain circumstances, companies have been held
    responsible for providing incomplete or misleading sales materials and for
    replacing existing policies with policies that were less advantageous to the
    policyholder. The Company monitors its sales materials and enforces
    compliance procedures to mitigate any exposure to potential litigation. The
    Company's life insurance subsidiaries are members of the Insurance
    Marketplace Standards Association, an organization which advocates ethical
    market conduct.

11.  INCOME TAXES

     Eligible domestic subsidiaries of the Company (the "Allstate Life Group")
     join with the Corporation (the "Allstate Group") in the filing of a
     consolidated federal income tax return and are party to a federal income
     tax allocation agreement (the "Allstate Tax Sharing Agreement"). Under the
     Allstate Tax Sharing Agreement, the Allstate Life Group pays to or receives
     from the Corporation the amount, if any, by which the Allstate Group's
     federal income tax liability is affected by virtue of inclusion of the
     Allstate Life Group in the consolidated federal income tax return.
     Effectively, this

                                       26
<PAGE>
     results in the Allstate Life Group's annual income tax provision being
     computed, with adjustments, as if the Allstate Life Group filed a separate
     return. Foreign subsidiaries of the Company file a tax return in their
     respective country.

    Prior to June 30, 1995, the Corporation was a subsidiary of Sears Roebuck &
    Co. ("Sears") and, with its eligible domestic subsidiaries, was included in
    the Sears consolidated federal income tax return and federal income tax
    allocation agreement. Effective June 30, 1995, the Corporation and Sears
    entered into a new tax sharing agreement, which governs their respective
    rights and obligations with respect to federal income taxes for all periods
    during which the Corporation was a subsidiary of Sears, including the
    treatment of audits of tax returns for such periods.

    The Internal Revenue Service ("IRS") has completed its review of the
    Corporation'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 components of the deferred income tax assets and liabilities at
    December 31, are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                              1999     1998
                                                              -----   -------
<S>                                                           <C>     <C>
    DEFERRED ASSETS
    Life and annuity reserves                                 $ 606   $   589
    Other assets                                                 86       115
                                                              -----   -------
    Total deferred assets                                       692       704
    DEFERRED LIABILITIES
    Deferred policy acquisition costs                          (722)     (665)
    Unrealized net capital gains                               (119)     (463)
    Other liabilities                                           (22)      (28)
                                                              -----   -------
    Total deferred liabilities                                 (863)   (1,156)
                                                              -----   -------
    Net deferred liability                                    $(171)  $  (452)
                                                              =====   =======
</TABLE>

    The components of income tax expense for the year ended December 31, are as
    follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                              1999   1998   1997
                                                              ----   ----   ----
<S>                                                           <C>    <C>    <C>
    Current                                                   $213   $282   $272
    Deferred                                                    57     28     12
                                                              ----   ----   ----
    Total income tax expense                                  $270   $310   $284
                                                              ====   ====   ====
</TABLE>

    The Company paid income taxes of $198 million, $284 million, and $180
    million in 1999, 1998 and 1997, respectively. The Company had a current
    income tax liability of $36 million and $24 million at December 31, 1999 and
    1998, respectively.

    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:

    ($ in millions)

<TABLE>
<CAPTION>
                                                              1999    1998    1997
                                                              -----   -----   -----
<S>                                                           <C>     <C>     <C>
    Statutory federal income tax rate                         35.0%   35.0%   35.0%
    Dividends received deduction                               (1.3)   (1.0)    (.4)
    Other                                                        .9     1.8      .9
                                                              -----   -----   -----
    Effective income tax rate                                 34.6%   35.8%   35.5%
                                                              =====   =====   =====
</TABLE>

    Prior to January l, 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, 1999,
    approximately $94 million, will result in federal income taxes payable of
    $33 million if distributed by the Company. 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.

                                       27
<PAGE>
12.  PREFERRED STOCK

     The Company has issued two series of non-voting, redeemable preferred
     stock. Series A preferred stock was issued to a subsidiary of AIC, while
     Series B preferred stock was issued directly to AIC. Both series of
     preferred stock are redeemable at the option of the Company at any time
     five years after the issuance date at a price of $100 per share plus
     cumulative accrued and unpaid dividends. If the Company is liquidated or
     dissolved, holders of the preferred stock will be entitled to payments of
     $100 per share plus cumulative accrued and unpaid dividends.

    For Series A preferred stock, the Company's Board of Directors declare and
    pay a cash dividend from time to time, but not more frequently than
    quarterly. The dividend is based on the three month LIBOR rate. Dividends of
    $4 million, $3 million and $2 million were paid during 1999, 1998, and 1997,
    respectively. Accrued and unpaid dividends were $349 thousand on Series A
    preferred stock at December 31, 1999.

    For Series B preferred stock, cash dividends of 6.9% per annum are payable
    annually in arrears on the last business day of each year to the shareholder
    of record on the immediately preceding business day. Dividends of
    $8 million were paid in 1999, 1998 and 1997. There were no accrued and
    unpaid dividends for Series B preferred stock at December 31, 1999.

13.  STATUTORY FINANCIAL INFORMATION

     The following table reconciles consolidated net income for the year ended
     December 31, and shareholder's equity at December 31, as reported herein in
     conformity with generally accepted accounting principles with combined
     statutory net income and capital and surplus of ALIC and its domestic
     subsidiaries, determined in accordance with statutory accounting practices
     prescribed or permitted by insurance regulatory authorities:

    ($ in millions)

<TABLE>
<CAPTION>
                                                                                      SHAREHOLDER'S
                                                                  NET INCOME             EQUITY
                                                             ---------------------   ---------------
                                                             1999    1998    1997     1999     1998
                                                             -----   -----   -----   ------   ------
<S>                                                          <C>     <C>     <C>     <C>      <C>
    Balance per generally accepted accounting principles     $ 511   $ 556   $ 517   $4,574   $4,792
    Undistributed net income of certain subsidiaries            (5)     (8)    (11)    (196)    (179)
    Unrealized gain/loss on fixed income securities              -       -       -     (284)  (2,336)
    Deferred policy acquisition costs                         (262)   (254)   (218)  (2,675)  (2,181)
    Deferred income taxes                                      104      35      51      192      469
    Employee benefits                                            1      (6)     (6)     (11)      (4)
    Reserves and non-admitted assets                           (72)     60      70    1,441    1,972
    Other                                                       27       3     (33)    (471)    (108)
                                                             -----   -----   -----   ------   ------
    Balance per statutory accounting practices               $ 304   $ 386   $ 370   $2,570   $2,425
                                                             =====   =====   =====   ======   ======
</TABLE>

    AICC is a foreign subsidiary of the Company; accordingly, its net income is
    not included in the statutory basis net income of the Company. However, the
    Company's investment in AICC is reflected in the statutory capital and
    surplus of the Company.

    PERMITTED STATUTORY ACCOUNTING PRACTICES

    ALIC and each of its domestic subsidiaries prepare their statutory financial
    statements 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 all accounting practices not so prescribed.
    Certain domestic subsidiaries of the Company follow permitted statutory
    accounting practices which differ from those prescribed by regulatory
    authorities. The use of such permitted statutory accounting practices does
    not have a significant impact on statutory surplus or statutory net income.

    The NAIC's codification initiative has produced a comprehensive guide of
    revised statutory accounting principles, which the Company will implement in
    January 1, 2001. The requirements are not expected to have a material impact
    on the statutory surplus of ALIC and its domestic subsidiaries.

                                       28
<PAGE>
    DIVIDENDS

    The ability of ALIC to pay dividends is dependent on business conditions,
    income, cash requirements of ALIC, receipt of dividends from its
    subsidiaries and other relevant factors. The payment of shareholder
    dividends by ALIC to AIC 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.

    In the twelve month period beginning January 1, 1999, ALIC paid dividends of
    $100 million. Based on 1999 ALIC statutory net income, the maximum amount of
    dividends ALIC will be able to pay under Illinois insurance law without the
    approval of Illinois Department of Insurance during 2000 is $267 million.

    RISK-BASED CAPITAL

    The NAIC has a standard for assessing the solvency of domestic insurance
    companies, which is referred to as risk-based capital ("RBC"). The
    requirement consists of a formula for determining each insurer's RBC and a
    model law specifying regulatory actions if an insurer's RBC falls below
    specified levels. The RBC formula for life insurance companies establishes
    capital requirements relating to insurance, business, asset and interest
    rate risks. At December, 31 1999, RBC for each of the Company's domestic
    insurance subsidiaries was significantly above levels that would require
    regulatory action.

14.  BENEFIT PLANS

    PENSION AND OTHER POSTRETIREMENT PLANS

    Defined benefit pension plans, sponsored by AIC, cover domestic 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 (benefit) to the Company included
    in net income was $(1) million, $9 million, and $8 million for the pension
    plans in 1999, 1998, 1997, respectively.

    AIC also 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 postretirement benefit plans currently are
    not funded. AIC has the right to modify or terminate these plans. The cost
    to the Company included in net income was $1 million, $3 million and $3
    million for postretirement benefits other than pension plans in 1999, 1998,
    and 1997 respectively.

    AICC has its own defined benefit pension plans which cover its 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. AICC's funding policy for
    the pension plans is to make annual contributions in accordance with
    accepted actuarial cost methods. The net periodic benefit cost (benefit) for
    AICC pension plans was $1 million, $(1) million and $(1) million for the
    years ended December 31, 1999, 1998, and 1997, respectively. The projected
    benefit obligation for the AICC pension plans was $108 million and $107
    million at December 31, 1999 and 1998, respectively. The fair value of
    pension plan assets supporting the projected benefit obligation was $130
    million and $123 million at December 31, 1999 and 1998, respectively.

    AICC also 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 AICC's established retirement
    policy and are continuously insured under AICC's group plans or other
    approved plans for ten or more years prior to retirement. AICC pays the cost
    of the retiree medical benefits not provided by the government plans. AICC's
    postretirement benefit plans are currently not funded. AICC has the right to
    modify or terminate these plans. The net periodic benefit cost for AICC's
    postretirement plans was $2 million for the years ended December 31, 1999,
    1998, and 1997, respectively. The projected benefit obligation for the AICC
    postretirement plans was $16 million and $17 million at December 31, 1999
    and 1998, respectively.

    PROFIT SHARING FUND

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

                                       29
<PAGE>
    The Company paid $4 million, $12 million and $3 million in 1999, 1998 and
    1997, respectively for profit sharing.

    Employees of AICC participate in the Allstate Canada Employees' Profit
    Sharing Program ("Allstate Canada Plan"). The Allstate Canada Plan is a cash
    plan based on AICC's performance as well as the employees' level of
    performance and length of service.

    Profit sharing expense under the Allstate Canada Plan was $1 million,
    $2 million, and $3 million in 1999, 1998, and 1997, respectively.

15.  BUSINESS SEGMENTS

     The Company's management is organized around products and services, and
     this structure was considered in identifying its two reportable segments.
     These segments and their respective operations are as follows:

    Life and Savings markets a broad line of life and savings products primarily
    in the United States. Life insurance products primarily include traditional
    life, including term and whole-life, and interest-sensitive life insurance.
    Savings products consist of fixed annuity products, including indexed,
    market value adjusted and immediate annuities, as well as variable
    annuities. Revenues generated outside the United States were immaterial with
    respect to Life and Savings' total revenue for the years ended December 31,
    1999, 1998 and 1997, respectively. The Company evaluates the results of this
    segment based upon invested asset growth, face amounts of policies in force
    and net income.

    Property-Liability sells primarily private passenger auto and homeowners
    insurance to individuals in Canada. The Company evaluates the results of
    this segment based upon premium growth and underwriting results.

    Management reviews assets at the Life and Savings and Property-Liability
    levels for decision making purposes.

    The accounting policies of the business segments are the same as those
    described in Note 2. The effects of certain intersegment transactions are
    excluded from segment performance evaluation and therefore eliminated in the
    segment results.

    Summarized revenue data for each of the Company's business segments for the
    year ended December 31, are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                               1999      1998      1997
                                                              ------   --------   ------
<S>                                                           <C>      <C>        <C>
    REVENUES
    LIFE AND SAVINGS
    Premiums                                                  $  838   $    889   $  955
    Contract charges                                             723        630      547
    Net investment income                                      2,239      2,113    2,074
    Realized capital gains and losses                            192        323      194
                                                              ------   --------   ------
    Total Life and Savings                                     3,992      3,955    3,770
    PROPERTY-LIABILITY
    Premiums earned                                              289        268      275
    Net investment income                                         26         26       44
    Realized capital gains and losses                              3          9       (2)
                                                              ------   --------   ------
    Total Property-Liability                                     318        303      317
                                                              ------   --------   ------
    Consolidated                                              $4,310   $  4,258   $4,087
                                                              ======   ========   ======
</TABLE>

                                       30
<PAGE>
    Summarized financial performance data for each of the Company's reportable
    segments for the year ended December 31, are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                               1999     1998     1997
                                                              ------   ------   ------
<S>                                                           <C>      <C>      <C>
    NET INCOME FROM OPERATIONS
    LIFE AND SAVINGS
    Premiums                                                  $  838   $  889   $  955
    Contract charges                                             723      630      547
    Net investment income                                      2,239    2,113    2,074
    Realized capital gains and losses                            192      323      194
    Contract benefits                                          1,251    1,225    1,239
    Interest credited                                          1,260    1,190    1,167
    Operating costs and expenses                                 712      702      619
                                                              ------   ------   ------
    Life and Savings income from operations before income
    taxes                                                        769      838      745
    PROPERTY-LIABILITY
    Underwriting income (loss)                                   (17)      (7)      14
    Net investment income                                         26       26       44
    Realized capital gains and losses                              3        9       (2)
                                                              ------   ------   ------
    Property-Liability income from operations before income
    taxes                                                         12       28       56
                                                              ------   ------   ------
    Consolidated                                              $  781   $  866   $  801
                                                              ======   ======   ======
</TABLE>

    Additional significant financial performance data for each of the Company's
    reportable segments for the year ended December 31, are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                              1999   1998   1997
                                                              ----   ----   ----
<S>                                                           <C>    <C>    <C>
    AMORTIZATION OF DEFERRED POLICY ACQUISITION COSTS
    Life and Savings                                          $367   $377   $298
    Property-Liability                                          42     35     35
                                                              ----   ----   ----
    Consolidated                                              $409   $412   $333
                                                              ====   ====   ====
    INCOME TAX EXPENSE
    Life and Savings                                          $265   $298   $257
    Property-Liability                                           5     12     27
                                                              ----   ----   ----
    Consolidated                                              $270   $310   $284
                                                              ====   ====   ====
</TABLE>

    Capital expenditures for long-lived assets are generally made by AIC. A
    portion of the long-lived assets are leased by entities included in the Life
    and Savings and Property-Liability segments.

                                       31
<PAGE>
    Summarized data for total assets and investments for each of the Company's
    reportable segments as of December 31, are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                               1999      1998
                                                              -------   -------
<S>                                                           <C>       <C>
    AT DECEMBER 31,
    ASSETS
    Life and Savings                                          $50,463   $44,926
    Property-Liability                                            710       614
                                                              -------   -------
    Consolidated                                              $51,173   $45,540
                                                              =======   =======
    INVESTMENTS
    Life and Savings                                          $32,879   $31,749
    Property-Liability                                            530       479
                                                              -------   -------
    Consolidated                                              $33,409   $32,228
                                                              =======   =======
</TABLE>

16.  OTHER COMPREHENSIVE INCOME

     The components of other comprehensive income on a pretax and after-tax
     basis for the year ended December 31, are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                           1999                              1998                              1997
                              -------------------------------   -------------------------------   -------------------------------
                               PRETAX      TAX      AFTER-TAX    PRETAX      TAX      AFTER-TAX    PRETAX      TAX      AFTER-TAX
                              --------   --------   ---------   --------   --------   ---------   --------   --------   ---------
<S>                           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
     UNREALIZED CAPITAL
    GAINS AND LOSSES:
     Unrealized holding
    gains (losses) arising
    during the period          $(808)      $283       $(525)      $349      $(122)      $227        $513      $(180)      $333
     Less: reclassification
    adjustments                  183        (64)        119        237        (83)       154         128        (45)        83
                               -----       ----       -----       ----      -----       ----        ----      -----       ----
     Unrealized net capital
    gains (losses)              (991)       347        (644)       112        (39)        73         385       (135)       250
     UNREALIZED FOREIGN
    CURRENCY TRANSLATION
    ADJUSTMENTS:
     Unrealized foreign
    currency translation
    adjustments arising
    during the period             11         (4)          7          2         (1)         1         (12)         4         (8)
                               -----       ----       -----       ----      -----       ----        ----      -----       ----
     Other comprehensive
    income                     $(980)      $343       $(637)      $114      $ (40)      $ 74        $373      $(131)      $242
                               =====       ====       =====       ====      =====       ====        ====      =====       ====
</TABLE>

                                       32
<PAGE>
ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES

SCHEDULE I - SUMMARY OF INVESTMENTS OTHER THAN INVESTMENTS IN RELATED PARTIES
DECEMBER 31, 1999
- --------------------------------------------------------------------------------

($ in millions)

<TABLE>
<CAPTION>
                                                                                  FAIR         CARRYING
TYPE OF INVESTMENT                                                  COST          VALUE         VALUE
- ------------------                                                 -------       -------       --------
<S>                                                                <C>           <C>           <C>
Fixed Income Securities, Available for Sale:
  Bonds:
    United States government, government agencies and
      authorities                                                  $ 1,957       $ 2,173       $ 2,173
    States, municipalities and political subdivisions                  736           731           731
    Foreign governments                                                536           542           542
    Public utilities                                                 1,704         1,750         1,750
    Convertibles and bonds with warrants attached                      458           519           519
    All other corporate bonds                                       13,897        13,786        13,786
  Mortgage-backed securities                                         5,612         5,588         5,588
  Asset-backed securities                                            2,389         2,371         2,371
  Redeemable preferred stocks                                           65            63            63
                                                                   -------       -------       -------
    Total fixed income securities                                   27,354       $27,523        27,523
                                                                   -------       =======       -------
Equity Securities:
  Common Stocks:
    Public utilities                                                     7       $     6             6
    Banks, trusts and insurance companies                               22            31            31
    Industrial, miscellaneous and all other                            412           654           654
  Nonredeemable preferred stocks                                        62            52            52
                                                                   -------       -------       -------
    Total equity securities                                            503       $   743           743
                                                                   -------       =======       -------
Mortgage loans on real estate                                        3,801                       3,801
Policy loans                                                           606                         606
Other long-term investments                                             25                          25
Short-term investments                                                 711                         711
                                                                   -------                     -------
    Total investments                                              $33,000                     $33,409
                                                                   =======                     =======
</TABLE>

                                       33
<PAGE>
ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES

SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
- --------------------------------------------------------------------------------

($ IN MILLIONS)

<TABLE>
<CAPTION>
                                                                             AT DECEMBER 31,
                                                              ---------------------------------------------
                                                               DEFERRED
                                                                POLICY      RESERVES FOR CLAIMS,
                                                              ACQUISITION    CLAIMS EXPENSE AND    UNEARNED
SEGMENT                                                          COSTS       CONTRACT BENEFITS     PREMIUMS
- -------                                                       -----------   --------------------   --------
<S>                                                           <C>           <C>                    <C>
1999
Life and savings operations                                     $2,675            $31,143            $ 18
Property-liability operations                                       20                368             137
                                                                ------            -------            ----
Total                                                           $2,695            $31,511            $155
                                                                ======            =======            ====
1998
Life and savings operations                                     $2,181            $28,734            $ 47
Property-liability operations                                       14                313             105
                                                                ------            -------            ----
Total                                                           $2,195            $29,047            $152
                                                                ======            =======            ====
1997
Life and savings operations                                     $1,982            $27,482            $ 64
Property-liability operations                                       10                349             100
                                                                ------            -------            ----
Total                                                           $1,992            $27,831            $164
                                                                ======            =======            ====
</TABLE>

                                       34
<PAGE>
ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES

SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
- --------------------------------------------------------------------------------

($ IN MILLIONS)

<TABLE>
<CAPTION>
                                                                     FOR THE YEAR ENDED DECEMBER 31,
                                            ---------------------------------------------------------------------------------
                                                                      CLAIMS,
                                            PREMIUM                   CLAIMS
                                            REVENUE                   EXPENSE     AMORTIZATION     OTHER
                                              AND         NET           AND        OF POLICY     OPERATING       PREMIUMS
                                            CONTRACT   INVESTMENT    CONTRACT     ACQUISITION    COSTS AND       WRITTEN
SEGMENT                                     CHARGES      INCOME      BENEFITS        COSTS       EXPENSES    (EXCLUDING LIFE)
- -------                                     --------   ----------   -----------   ------------   ---------   ----------------
<S>                                         <C>        <C>          <C>           <C>            <C>         <C>
1999
Life and savings operations                  $1,561      $2,239       $2,511          $367         $345            $  -
Property-liability operations                   289          26          222            42           42             315
                                             ------      ------       ------          ----         ----            ----
Total                                        $1,850      $2,265       $2,733          $409         $387            $315
                                             ======      ======       ======          ====         ====            ====
1998
Life and savings operations                  $1,519      $2,113       $2,415          $377         $325            $  -
Property-liability operations                   268          26          195            35           45             280
                                             ------      ------       ------          ----         ----            ----
Total                                        $1,787      $2,139       $2,610          $412         $370            $280
                                             ======      ======       ======          ====         ====            ====
1997
Life and savings operations                  $1,502      $2,074       $2,406          $298         $321            $  -
Property-liability operations                   275          44          179            35           47             273
                                             ------      ------       ------          ----         ----            ----
Total                                        $1,777      $2,118       $2,585          $333         $368            $273
                                             ======      ======       ======          ====         ====            ====
</TABLE>

                                       35
<PAGE>
ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES

SCHEDULE IV - REINSURANCE
- --------------------------------------------------------------------------------

($ in millions)

<TABLE>
<CAPTION>
                                                                                                                 PERCENT
                                                                                                                   OF
                                                                  CEDED           ASSUMED                        AMOUNT
                                                  GROSS         TO OTHER        FROM OTHER          NET          ASSUMED
                                                  AMOUNT        COMPANIES        COMPANIES         AMOUNT        TO NET
                                                 --------       ---------       -----------       --------       -------
<S>                                              <C>            <C>             <C>               <C>            <C>

YEAR ENDED DECEMBER 31, 1999

Life insurance in force                          $307,225       $102,153           $  1           $205,073         0.0%
                                                 ========       ========           ====           ========
Premiums and contract charges:
  Life insurance                                 $  1,511       $    221           $ 18           $  1,308         1.4%
  Accident-health insurance                           237             20             36                253        14.2%
  Property-liability insurance                        291              3              1                289         0.3%
                                                 --------       --------           ----           --------
Total premiums and contract charges              $  2,039       $    244           $ 55           $  1,850         3.0%
                                                 ========       ========           ====           ========

YEAR ENDED DECEMBER 31, 1998

Life insurance in force                          $276,029       $ 73,769           $  7           $202,267         0.0%
                                                 ========       ========           ====           ========
Premiums and contract charges:
  Life insurance                                 $  1,433       $    176           $  5           $  1,262         0.4%
  Accident-health insurance                           235              2             24                257         9.3%
  Property-liability insurance                        268              1              1                268         0.4%
                                                 --------       --------           ----           --------
Total premiums and contract charges.             $  1,936       $    179           $ 30           $  1,787         1.7%
                                                 ========       ========           ====           ========

YEAR ENDED DECEMBER 31, 1997

Life insurance in force                          $247,048       $ 52,760           $144           $194,432         0.1%
                                                 ========       ========           ====           ========
Premiums and contract charges:
  Life insurance                                 $  1,427       $    193           $ --           $  1,234          --%
  Accident-health insurance                           152              1            117                268        43.7%
  Property-liability insurance                        278              3             --                275         0.0%
                                                 --------       --------           ----           --------
Total premiums and contract charges              $  1,857       $    197           $117           $  1,777         6.6%
                                                 ========       ========           ====           ========
</TABLE>

                                       36
<PAGE>
ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES

SCHEDULE V - VALUATION ALLOWANCE AND QUALIFYING ACCOUNTS
- --------------------------------------------------------------------------------

($ IN MILLIONS)

<TABLE>
<CAPTION>
                                                                         ADDITIONS
                                                                 -------------------------
                                                   BALANCE AT    CHARGED TO                                      BALANCE
                                                   BEGINNING      COSTS AND       OTHER                          AT END
                  DESCRIPTION                      OF PERIOD      EXPENSES      ADDITIONS     DEDUCTIONS (1)    OF PERIOD
                  -----------                      ----------    -----------    ----------    --------------    ---------
<S>                                                <C>           <C>            <C>           <C>               <C>

YEAR ENDED DECEMBER 31, 1999
Allowance for estimated losses on mortgage
 loans and real estate                                $15           $   2                          $ 4             $13

Allowance for deferred tax assets                      --               1                           --               1

YEAR ENDED DECEMBER 31, 1998
Allowance for estimated losses on mortgage
 loans and real estate                                $37           $ (16)                         $ 6             $15

YEAR ENDED DECEMBER 31, 1997
Allowance for estimated losses on mortgage
 loans and real estate                                $72           $ (22)                         $13             $37
</TABLE>

(1) Deductions in allowance for estimated losses on mortgage loans include
    amounts transferred to real estate. Deductions in allowance for reinsurance
    recovered represent write-offs, net of recoveries, of amounts determined to
    be uncollectible.

                                       37

<PAGE>

                                  ----------------------------------------------
                                  ALLSTATE FINANCIAL ADVISORS
                                  SEPARATE ACCOUNT I

                                  FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999
                                  AND FOR THE PERIOD ENDED DECEMBER 31, 1999 AND
                                  INDEPENDENT AUDITORS' REPORT

<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholder of
Allstate Life Insurance Company:

We have audited the accompanying statement of net assets of Allstate Financial
Advisors Separate Account I as of December 31, 1999 (including the assets of
each of the individual sub-accounts which comprise the Account as disclosed in
Note 1), and the related statements of operations and changes in net assets for
the period from June 28, 1999 (date of inception) to December 31, 1999 for each
of the individual sub-accounts which comprise the Account. These financial
statements are the responsibility of management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit 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. Our procedures included
confirmation of securities owned at December 31, 1999 by correspondence with the
account custodians. 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 audit provides a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Allstate Financial Advisors Separate Account
I as of December 31, 1999 (including the assets of each of the individual
sub-accounts which comprise the Account), and the results of operations for each
of the individual sub-accounts and the changes in their net assets for the
period from June 28, 1999 (date of inception) to December 31, 1999 in conformity
with generally accepted accounting principles.



/s/ Deloitte & Touche LLP

Chicago, Illinois
March 27, 2000

<PAGE>

ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I

STATEMENT OF NET ASSETS
DECEMBER 31, 1999
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                                       <C>
      ASSETS
      Allocation to Sub-Accounts investing in the AIM Variable Insurance Funds:
           Capital Appreciation,  4,352 shares (cost $137,627)                                            $ 154,829
           Diversified Income,  8,803 shares (cost $90,362)                                                  88,557
           Growth and Income,   2,236 shares (cost $60,545)                                                  70,622
           International Equity,  2,181 shares (cost $54,402)                                                63,880
           Value,  1,792 shares (cost $57,144)                                                               60,040

      Allocation to Sub-Accounts investing in the Fidelity Variable Insurance Products Fund:
           Growth,  2,470 shares (cost $120,953)                                                            135,665
           High Income,  2,253 shares (cost $24,687)                                                         25,484
           Overseas,  5,517 shares (cost $135,380)                                                          151,392

      Allocation to Sub-Accounts investing in the Fidelity Variable Insurance Products Fund II:
           Contrafund,  5,311 shares (cost $142,679)                                                        154,825
           Index 500,   747 shares (cost $118,928)                                                          125,040
           Investment Grade Bond,  2,551 shares (cost $30,893)                                               31,017

      Allocation to Sub-Accounts investing in the MFS Variable Insurance Trust:
           Bond,  9,393 shares (cost $103,052)                                                              102,660
           Growth with Income,  5,518 shares (cost $109,782)                                                117,597
           High Income,  3,673 shares (cost $41,736)                                                         42,201
           New Discovery,  4,767 shares (cost $71,135)                                                       82,321

      Allocation to Sub-Accounts investing in the Oppenheimer Variable Account Funds:
           Bond,   9,564 shares (cost $110,729)                                                             110,179
           Capital Appreciation,  3,400 shares (cost $148,279)                                              169,447
           Global Securities,  1,607 shares (cost $44,681)                                                   53,682
           High Income,  843 shares (cost $8,943)                                                             9,036
           Small Cap Growth,  5,011 shares (cost $58,092)                                                    70,504

      Allocation to Sub-Accounts investing in the Van Kampen Life Investment Trust:
           Comstock,  6,345 shares (cost $59,274)                                                            59,075
           Domestic Income,  2,636 shares (cost $21,332)                                                     21,190
           Emerging Growth,  2,806 shares (cost $95,762)                                                    129,732
           Money Market,  74,091 shares (cost $74,091)                                                       74,091

      Allocation to Sub-Accounts investing in the LSA Variable Series Trust:
           Focused Equity  500,000 shares (cost $5,000,000)                                               6,035,000
           Growth Equity  500,394 shares (cost $5,004,723)                                                6,039,754
           Disciplined Equity  1,003,882 shares (cost $10,043,127)                                       11,173,204
           Value Equity  500,748 shares (cost $5,008,000)                                                 5,378,030
           Balanced  502,890 shares (cost $5,029,750)                                                     5,169,808
           Emerging Growth Domestic Equity  500,000 shares (cost $5,000,000)                              8,745,000
                                                                                                       --------------
               Total Assets                                                                              44,643,862


      LIABILITIES
      Payable to Allstate Life Insurance Company
           Accrued contract charges                                                                             181
                                                                                                       --------------
               Net Assets                                                                               $44,643,681
                                                                                                       ==============
               Components of net assets:
                   Net Assets of Contractholders                                                         $2,102,885
                   Net Assets of Allstate Life Insurance Company                                         42,540,796
                                                                                                       --------------
                         Total components of net assets:                                                $44,643,681
                                                                                                       ==============
</TABLE>


      See notes to financial statements.


                                        2
<PAGE>


ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------


                                                                     AIM Variable Insurance Funds Sub-Accounts
                                                    ------------------------------------------------------------------------


                                                       For the Period Beginning June 28, 1999 and Ended December 31, 1999
                                                    ------------------------------------------------------------------------

                                                       Capital     Diversified    Growth and    International
                                                    Appreciation     Income          Income         Equity         Value
                                                    ------------   ------------   ------------   ------------   ------------
<S>                                                 <C>            <C>            <C>           <C>             <C>
INVESTMENT INCOME
Dividends                                           $      1,932   $      2,088   $        519   $      1,667   $        716
Charges from Allstate Life Insurance Company:
    Mortality and expense risk                              (148)           (98)          (111)           (76)           (95)
    Administrative expense                                   (13)            (8)           (10)            (7)            (8)
                                                    ------------   ------------   ------------   ------------   ------------
          Net investment income (loss)                     1,771          1,982            398          1,584            613
                                                    ------------   ------------   ------------   ------------   ------------

REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
    Proceeds from sales                                    1,261            659          2,448            263         99,847
    Cost of investments sold                               1,204            657          2,361            233         98,044
                                                    ------------   ------------   ------------   ------------   ------------
          Net realized gains (losses)                         57              2             87             30          1,803
                                                    ------------   ------------   ------------   ------------   ------------
Change in unrealized gains (losses)                       17,202         (1,805)        10,076          9,477          2,895
                                                    ------------   ------------   ------------   ------------   ------------
          Net gains (losses) on investments               17,259         (1,803)        10,163          9,507          4,698
                                                    ------------   ------------   ------------   ------------   ------------

CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                           $     19,030   $        179         10,561   $     11,091   $      5,311
                                                    ============   ============   ============   ============   ============
</TABLE>

See notes to financial statements.


                                       3
<PAGE>

ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I


STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------

                                                           Fidelity Variable Insurance            Fidelity Variable Insurance
                                                            Products Fund Sub-Accounts           Products Fund II Sub-Accounts
                                                    ------------------------------------------   -----------------------------


                                                        For the Period Beginning June 28, 1999 and Ended December 31, 1999
                                                    --------------------------------------------------------------------------

                                                                                                                     Index
                                                       Growth      High Income      Overseas      Contrafund          500
                                                    ------------   ------------   ------------   -------------   -------------
<S>                                                 <C>            <C>            <C>           <C>              <C>
INVESTMENT INCOME

Dividends                                           $          -   $          -   $          -   $           -   $           -
Charges from Allstate Life Insurance Company:
    Mortality and expense risk                              (176)           (45)          (125)           (158)           (158)
    Administrative expense                                   (15)            (4)           (11)            (14)            (12)
                                                    ------------   ------------   ------------   -------------   -------------
          Net investment income (loss)                      (191)           (49)          (136)           (172)           (170)
                                                    ------------   ------------   ------------   -------------   -------------

REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
    Proceeds from sales                                    3,229          2,652             71           4,779          58,270
    Cost of investments sold                               3,118          2,643             68           4,626          56,209
                                                    ------------   ------------   ------------   -------------   -------------
          Net realized gains (losses)                        111              9              3             153           2,061
                                                    ------------   ------------   ------------   -------------   -------------
Change in unrealized gains (losses)                       14,712            797         16,011          12,145           6,111
                                                    ------------   ------------   ------------   -------------   -------------
          Net gains (losses) on investments               14,823            806         16,014          12,298           8,172
                                                    ------------   ------------   ------------   -------------   -------------

CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                           $     14,632   $        757   $     15,878   $      12,126   $       8,002
                                                    ============   ============   ============   =============   =============
</TABLE>


See notes to financial statements.


                                       4
<PAGE>

ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I


STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------


                                                     Fidelity Variable
                                                    Insurance Products
                                                   Fund II Sub-Accounts            MFS Variable Insurance Trust Sub-Accounts
                                                   --------------------     -------------------------------------------------------


                                                      For the Period Beginning June 28, 1999 and Ended December 31, 1999
                                                   --------------------------------------------------------------------------------


                                                        Investment                       Growth with        High           New
                                                        Grade Bond            Bond          Income         Income       Discovery
                                                   --------------------   ------------   ------------   ------------   ------------
<S>                                                <C>                    <C>            <C>           <C>             <C>
INVESTMENT INCOME
Dividends                                          $                  -   $          -   $          -   $          -   $      1,438
Charges from Allstate Life Insurance Company:
    Mortality and expense risk                                      (52)           (91)          (188)           (52)           (76)
    Administrative expense                                           (5)            (8)           (16)            (5)            (7)
                                                   --------------------   ------------   ------------   ------------   ------------
          Net investment income (loss)                              (57)           (99)          (204)           (57)         1,355
                                                   --------------------   ------------   ------------   ------------   ------------

REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                               238            347          2,453          2,673          1,240
  Cost of investments sold                                          235            345          2,387          2,668          1,180
                                                   --------------------   ------------   ------------   ------------   ------------
          Net realized gains (losses)                                 3              2             66              5             60
                                                   --------------------   ------------   ------------   ------------   ------------
Change in unrealized gains (losses)                                 124           (391)         7,815            465         11,186
                                                   --------------------   ------------   ------------   ------------   ------------
          Net gains (losses) on investments                         127           (389)         7,881            470         11,246
                                                   --------------------   ------------   ------------   ------------   ------------

CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                          $                 70   $       (488)  $      7,677   $        413   $     12,601
                                                   ====================   ============   ============   ============   ============
</TABLE>

See notes to financial statements.


                                       5
<PAGE>

ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I


STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------


                                                                 Oppenheimer Variable Account Funds Sub-Accounts
                                                    ------------------------------------------------------------------------


                                                       For the Period Beginning June 28, 1999 and Ended December 31, 1999
                                                    ------------------------------------------------------------------------


                                                                      Capital        Global          High         Small Cap
                                                        Bond       Appreciation    Securities       Income         Growth
                                                    ------------   ------------   ------------   ------------   ------------
<S>                                                 <C>            <C>            <C>           <C>             <C>
INVESTMENT INCOME
Dividends                                           $          -   $          -   $          -   $          -   $          -
Charges from Allstate Life Insurance Company:
    Mortality and expense risk                              (197)          (201)           (74)           (13)           (87)
    Administrative expense                                   (17)           (17)            (6)            (1)            (7)
                                                    ------------   ------------   ------------   ------------   ------------
         Net investment income (loss)                       (214)          (218)           (80)           (14)           (94)
                                                    ------------   ------------   ------------   ------------   ------------

REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                     90,756         55,032             60             14          1,273
  Cost of investments sold                                90,957         51,365             55             14          1,185
                                                    ------------   ------------   ------------   ------------   ------------
         Net realized gains (losses)                        (201)         3,667              5            -               88
                                                    ------------   ------------   ------------   ------------   ------------
Change in unrealized gains (losses)                         (549)        21,167          9,001             93         12,412
                                                    ------------   ------------   ------------   ------------   ------------
         Net gains (losses) on investments                  (750)        24,834          9,006             93         12,500
                                                    ------------   ------------   ------------   ------------   ------------

CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                           $       (964)  $     24,616   $      8,926   $         79   $     12,406
                                                    ============   ============   ============   ============   ============
</TABLE>

See notes to financial statements.


                                       6
<PAGE>

ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I


STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------

                                                                Van Kampen Life Investment Trust Sub-Accounts
                                                    ---------------------------------------------------------------------


                                                     For the Period Beginning June 28, 1999 and Ended December 31, 1999
                                                    ---------------------------------------------------------------------


                                                                         Domestic           Emerging            Money
                                                      Comstock            Income             Growth             Market
                                                    ------------       ------------       ------------       ------------
<S>                                                 <C>                <C>                <C>                <C>
INVESTMENT INCOME
Dividends                                           $        715       $          -       $          -       $        614
Charges from Allstate Life Insurance Company:
    Mortality and expense risk                               (95)               (63)              (180)              (142)
    Administrative expense                                    (8)                (5)               (15)               (12)
                                                    ------------       ------------       ------------       ------------
        Net investment income (loss)                         612                (68)              (195)               460
                                                    ------------       ------------       ------------       ------------

REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                        352             99,874              1,488                994
  Cost of investments sold                                   352             99,994              1,373                994
                                                    ------------       ------------       ------------       ------------
        Net realized gains (losses)                            -               (120)               115                  -
                                                    ------------       ------------       ------------       ------------
Change in unrealized gains (losses)                         (198)              (143)            33,971                  -
                                                    ------------       ------------       ------------       ------------
        Net gains (losses) on investments                   (198)              (263)            34,086                  -
                                                    ------------       ------------       ------------       ------------

CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                           $        414       $       (331)      $     33,891       $        460
                                                    ============       ============       ============       ============
</TABLE>

See notes to financial statements.


                                       7
<PAGE>

ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I


STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------


                                                                           LSA Variable Series Trust
                                                  ---------------------------------------------------------------------------------


                                                        For the Period Beginning October 1, 1999 and Ended December 31, 1999
                                                  ---------------------------------------------------------------------------------

                                                                                                                       Emerging
                                                    Focused        Growth     Disciplined     Value                 Growth Domestic
                                                     Equity        Equity        Equity       Equity     Balanced       Equity
                                                  ------------  ------------  ------------  ----------  ----------  ---------------
<S>                                               <C>           <C>           <C>           <C>         <C>         <C>
INVESTMENT INCOME
Dividends                                         $          -  $      4,723  $     43,127  $    8,000  $   29,750  $             -
Charges from Allstate Life Insurance Company:
     Mortality and expense risk                              -             -             -           -           -                -
     Administrative expense                                  -             -             -           -           -                -
                                                  ------------  ------------  ------------  ----------  ----------  ---------------
         Net investment income (loss)                        -         4,723        43,127       8,000      29,750                -
                                                  ------------  ------------  ------------  ----------  ----------  ---------------
REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                        -             -             -           -           -                -
  Cost of investments sold                                   -             -             -           -           -                -
                                                  ------------  ------------  ------------  ----------  ----------  ---------------
         Net realized gains (losses)                         -             -             -           -           -                -
                                                  ------------  ------------  ------------  ----------  ----------  ---------------
Change in unrealized gains (losses)                  1,035,000     1,035,031     1,130,077     370,030     140,058        3,745,000
                                                  ------------  ------------  ------------  ----------  ----------  ---------------
         Net gains (losses) on investments           1,035,000     1,035,031     1,130,077     370,030     140,058        3,745,000
                                                  ------------  ------------  ------------  ----------  ----------  ---------------

CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                         $  1,035,000  $  1,039,754  $  1,173,204  $  378,030  $  169,808  $     3,745,000
                                                  ============  ============  ============  ==========  ==========  ===============
</TABLE>


See notes to financial statements.


                                       8
<PAGE>

ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I


STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------


                                                                 AIM Variable Insurance Funds Sub-Accounts
                                                ------------------------------------------------------------------------


                                                   For the Period Beginning June 28, 1999 and Ended December 31, 1999
                                                ------------------------------------------------------------------------


                                                  Capital       Diversified    Growth and   International
                                                Appreciation      Income         Income         Equity          Value
                                                ------------   ------------   ------------   ------------   ------------
<S>                                             <C>            <C>            <C>            <C>            <C>
FROM OPERATIONS
Net investment income (loss)                    $      1,771   $      1,982   $        398   $      1,584   $        613
Net realized gains (losses)                               57              2             87             30          1,803
Change in unrealized gains (losses)                   17,202         (1,805)        10,076          9,477          2,895
                                                ------------   ------------   ------------   ------------   ------------

Change in net assets resulting from operations        19,030            179         10,561         11,091          5,311
                                                ------------   ------------   ------------   ------------   ------------
FROM CAPITAL TRANSACTIONS
Deposits                                             126,700         88,915         51,648         52,960         56,525
Benefit payments                                           -              -              -              -              -
Payments on termination                                    -           (574)             -           (314)             -
Contract maintenance charges                             (13)            (7)            (6)            (5)            (5)
Transfers among the sub-accounts
    and with the Fixed Account - net                   9,098             37          8,412            142         (1,796)
                                                ------------   ------------   ------------   ------------   ------------
Change in net assets resulting
  from capital transactions                          135,785         88,371         60,054         52,783         54,724
                                                ------------   ------------   ------------   ------------   ------------
INCREASE (DECREASE) IN NET ASSETS                    154,815         88,550         70,615         63,874         60,035

NET ASSETS AT BEGINNING OF PERIOD                          -              -              -              -              -
                                                ------------   ------------   ------------   ------------   ------------
NET ASSETS AT END OF PERIOD                     $    154,815   $     88,550   $     70,615   $     63,874   $     60,035
                                                ============   ============   ============   ============   ============
</TABLE>

See notes to financial statements.


                                       9
<PAGE>

ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I


STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------


                                                       Fidelity Variable Insurance            Fidelity Variable Insurance
                                                        Products Fund Sub-Accounts           Products Fund II Sub-Accounts
                                                ------------------------------------------   -----------------------------


                                                    For the Period Beginning June 28, 1999 and Ended December 31, 1999
                                                --------------------------------------------------------------------------

                                                                   High                                          Index
                                                   Growth         Income        Overseas      Contrafund          500
                                                ------------   ------------   ------------   -------------   -------------
<S>                                             <C>            <C>            <C>            <C>             <C>
FROM OPERATIONS
Net investment income (loss)                    $       (191)  $        (49)  $       (136)  $        (172)  $        (170)
Net realized gains (losses)                              111              9              3             153           2,061
Change in unrealized gains (losses)                   14,712            797         16,011          12,145           6,111
                                                ------------   ------------   ------------   -------------   -------------

Change in net assets resulting from operations        14,632            757         15,878          12,126           8,002
                                                ------------   ------------   ------------   -------------   -------------
FROM CAPITAL TRANSACTIONS
Deposits                                             104,563         25,023        123,159         134,513         110,543
Benefit payments                                           -              -              -               -               -
Payments on termination                                    -           (304)             -               -               -
Contract maintenance charges                             (11)            (2)           (13)            (13)            (11)
Transfers among the sub-accounts
    and with the Fixed Account - net                  16,469              8         12,354           8,185           6,495
                                                ------------   ------------   ------------   -------------   -------------
Change in net assets resulting
  from capital transactions                          121,021         24,725        135,500         142,685         117,027
                                                ------------   ------------   ------------   -------------   -------------
INCREASE (DECREASE) IN NET ASSETS                    135,653         25,482        151,378         154,811         125,029

NET ASSETS AT BEGINNING OF PERIOD                          -              -              -               -               -
                                                ------------   ------------   ------------   -------------   -------------
NET ASSETS AT END OF PERIOD                     $    135,653   $     25,482   $    151,378   $     154,811   $     125,029
                                                ============   ============   ============   =============   =============
</TABLE>

See notes to financial statements.


                                       10
<PAGE>

ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I


STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------


                                                Fidelty Variable
                                                   Insurance
                                                Products Fund II
                                                  Sub-Accounts          MFS Variable Insurance Trust Sub-Accounts
                                                ----------------  ----------------------------------------------------------


                                                    For the Period Beginning June 28, 1999 and Ended December 31, 1999
                                                ----------------------------------------------------------------------------


                                                   Investment                     Growth with        High            New
                                                   Grade Bond          Bond          Income         Income        Discovery
                                                ----------------   ------------   ------------   ------------   ------------
<S>                                             <C>                <C>            <C>            <C>            <C>
FROM OPERATIONS
Net investment income (loss)                    $            (57)  $        (99)  $       (204)  $        (57)  $      1,355
Net realized gains (losses)                                    3              2             66              5             60
Change in unrealized gains (losses)                          124           (391)         7,815            465         11,186
                                                ----------------   ------------   ------------   ------------   ------------

Change in net assets resulting from operations                70           (488)         7,677            413         12,601
                                                ----------------   ------------   ------------   ------------   ------------
FROM CAPITAL TRANSACTIONS
Deposits                                                  31,249        103,406        110,106         42,091         48,763
Benefit payments                                               -              -              -              -              -
Payments on termination                                     (305)          (269)          (307)          (305)             -
Contract maintenance charges                                  (2)            (9)           (10)            (3)            (7)
Transfers among the sub-accounts
    and with the Fixed Account - net                           3             11            120              1         20,957
                                                ----------------   ------------   ------------   ------------   ------------
Change in net assets resulting
  from capital transactions                               30,945        103,139        109,909         41,784         69,713
                                                ----------------   ------------   ------------   ------------   ------------
INCREASE (DECREASE) IN NET ASSETS                         31,015        102,651        117,586         42,197         82,314

NET ASSETS AT BEGINNING OF PERIOD                              -              -              -              -              -
                                                ----------------   ------------   ------------   ------------   ------------
NET ASSETS AT END OF PERIOD                     $         31,015   $    102,651   $    117,586   $     42,197   $     82,314
                                                ================   ============   ============   ============   ============
</TABLE>

See notes to financial statements.


                                       11
<PAGE>

ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I


STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------


                                                             Oppenheimer Variable Account Funds Sub-Accounts
                                                ------------------------------------------------------------------------


                                                   For the Period Beginning June 28, 1999 and Ended December 31, 1999
                                                ------------------------------------------------------------------------


                                                                  Capital        Global          High         Small Cap
                                                    Bond       Appreciation    Securities       Income         Growth
                                                ------------   ------------   ------------   ------------   ------------
<S>                                             <C>            <C>            <C>            <C>            <C>
FROM OPERATIONS
Net investment income (loss)                    $       (214)  $       (218)  $        (80)  $        (14)  $        (94)
Net realized gains (losses)                             (201)         3,667              5              -             88
Change in unrealized gains (losses)                     (549)        21,167          9,001             93         12,412
                                                ------------   ------------   ------------   ------------   ------------

Change in net assets resulting from operations          (964)        24,616          8,926             79         12,406
                                                ------------   ------------   ------------   ------------   ------------
FROM CAPITAL TRANSACTIONS
Deposits                                             111,231        148,999         44,717          8,957         57,979
Benefit payments                                           -              -              -              -              -
Payments on termination                                 (575)             -              -              -              -
Contract maintenance charges                             (10)           (15)            (5)            (1)            (6)
Transfers among the sub-accounts
    and with the Fixed Account - net                     487         (4,168)            39              -            119
                                                ------------   ------------   ------------   ------------   ------------
Change in net assets resulting
  from capital transactions                          111,133        144,816         44,751          8,956         58,092
                                                ------------   ------------   ------------   ------------   ------------
INCREASE (DECREASE) IN NET ASSETS                    110,169        169,432         53,677          9,035         70,498

NET ASSETS AT BEGINNING OF PERIOD                          -              -              -              -              -
                                                ------------   ------------   ------------   ------------   ------------
NET ASSETS AT END OF PERIOD                     $    110,169   $    169,432   $     53,677   $      9,035   $     70,498
                                                ============   ============   ============   ============   ============
</TABLE>



      See notes to financial statements.


                                       12
<PAGE>

ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I


STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------


                                                             Van Kampen Life Investment Trust Sub-Accounts
                                                ---------------------------------------------------------------------

                                                 For the Period Beginning June 28, 1999 and Ended December 31, 1999
                                                ---------------------------------------------------------------------

                                                                     Domestic           Emerging            Money
                                                  Comstock            Income             Growth             Market
                                                ------------       ------------       ------------       ------------
<S>                                             <C>                <C>                <C>                <C>
FROM OPERATIONS
Net investment income (loss)                    $        612       $        (68)      $       (195)      $        460
Net realized gains (losses)                                -               (120)               115                  -
Change in unrealized gains (losses)                     (198)              (143)            33,971                  -
                                                ------------       ------------       ------------       ------------

Change in net assets resulting from operations           414               (331)            33,891                460
                                                ------------       ------------       ------------       ------------
FROM CAPITAL TRANSACTIONS
Deposits                                              58,604             21,336             95,652             74,500
Benefit payments                                           -                  -                  -                  -
Payments on termination                                 (271)              (270)              (284)              (875)
Contract maintenance charges                              (5)                (2)               (11)                (6)
Transfers among the sub-accounts
    and with the Fixed Account - net                     328                455                473                  6
                                                ------------       ------------       ------------       ------------
Change in net assets resulting
  from capital transactions                           58,656             21,519             95,830             73,625
                                                ------------       ------------       ------------       ------------
INCREASE (DECREASE) IN NET ASSETS                     59,070             21,188            129,721             74,085

NET ASSETS AT BEGINNING OF PERIOD                          -                  -                  -                  -
                                                ------------       ------------       ------------       ------------
NET ASSETS AT END OF PERIOD                     $     59,070       $     21,188       $    129,721       $     74,085
                                                ============       ============       ============       ============
</TABLE>

See notes to financial statements.


                                       13
<PAGE>

ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I


STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------



                                                                             LSA Variable Series Trust
                                               ------------------------------------------------------------------------------------


                                                        For the Period Beginning October 1, 1999 and Ended December 31, 1999
                                               ------------------------------------------------------------------------------------

                                                                                                                        Emerging
                                                 Focused        Growth      Disciplined      Value                  Growth Domestic
                                                  Equity        Equity        Equity        Equity       Balanced       Equity
                                               ------------  ------------  -------------  -----------  -----------  ---------------
<S>                                            <C>           <C>           <C>            <C>          <C>          <C>
FROM OPERATIONS
Net investment income (loss)                   $          -  $      4,723  $      43,127  $     8,000  $    29,750  $             -
Net realized gains (losses)                               -             -              -            -            -                -
Change in unrealized gains (losses)               1,035,000     1,035,031      1,130,077      370,030      140,058        3,745,000
                                               ------------  ------------  -------------  -----------  -----------  ---------------

Change in net assets resulting from operations    1,035,000     1,039,754      1,173,204      378,030      169,808        3,745,000
                                               ------------  ------------  -------------  -----------  -----------  ---------------
FROM CAPITAL TRANSACTIONS
Deposits                                          5,000,000     5,000,000     10,000,000    5,000,000    5,000,000        5,000,000
Benefit payments                                          -             -              -            -            -                -
Payments on termination                                   -             -              -            -            -                -
Contract maintenance charges                              -             -              -            -            -                -
Transfers among the sub-accounts
     and with the Fixed Account - net                     -             -              -            -            -                -
                                               ------------  ------------  -------------  -----------  -----------  ---------------
Change in net assets resulting
  from capital transactions                       5,000,000     5,000,000     10,000,000    5,000,000    5,000,000        5,000,000
                                               ------------  ------------  -------------  -----------  -----------  ---------------
INCREASE (DECREASE) IN NET ASSETS                 6,035,000     6,039,754     11,173,204    5,378,030    5,169,808        8,745,000

NET ASSETS AT BEGINNING OF PERIOD                         -             -              -            -            -                -
                                               ------------  ------------  -------------  -----------  -----------  ---------------
NET ASSETS AT END OF PERIOD                    $  6,035,000  $  6,039,754  $  11,173,204  $ 5,378,030  $ 5,169,808  $     8,745,000
                                               ============  ============  =============  ===========  ===========  ===============
</TABLE>

      See notes to financial statements.


                                       14

<PAGE>

ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1.    ORGANIZATION

      Allstate Financial Advisors Separate Account I (the "Account"), a unit
      investment trust registered with the Securities and Exchange Commission
      under the Investment Company Act of 1940, is a Separate Account of
      Allstate Life Insurance Company ("Allstate"). The assets of the Account
      are legally segregated from those of Allstate. Allstate is wholly owned by
      Allstate Insurance Company, which is wholly owned by The Allstate
      Corporation.

      Allstate issues SelectDirections variable annuity contracts, the deposits
      of which are invested at the direction of the contractholders in the
      sub-accounts that comprise the Account. Absent any contract provisions
      wherein Allstate contractually guarantees either a minimum return or
      account value to the beneficiaries of the contractholders in the form of a
      death benefit, the contractholders bear the investment risk that the
      sub-accounts may not meet their stated objectives. The sub-accounts invest
      in the following underlying mutual fund portfolios (collectively the
      "Funds"):

<TABLE>
<S><C>
        AIM VARIABLE INSURANCE FUNDS                      MFS VARIABLE INSURANCE TRUST
            Capital Appreciation                               Bond
            Diversified Income                                 Growth with Income
            Growth and Income                                  High Income
            International Equity                               New Discovery
            Value                                         OPPENHEIMER VARIABLE ACCOUNT FUNDS
        FIDELITY VARIABLE INSURANCE PRODUCTS FUND              Bond
             Growth                                            Capital Appreciation
             High Income                                       Global Securities
             Overseas                                          High Income
        FIDELITY VARIABLE INSURANCE PRODUCTS FUND II           Small Cap Growth
             Contrafund                                    VAN KAMPEN LIFE INVESTMENT TRUST
             Index 500                                         Comstock
             Investment Grade Bond                             Domestic Income
                                                               Emerging Growth
                                                               Money Market

        LSA VARIABLE SERIES TRUST
             Focused Equity
             Growth Equity
             Disciplined Equity
             Value Equity
             Balanced
             Emerging Growth Domestic Equity
</TABLE>

      Allstate provides insurance and administrative services to the
      contractholders for a fee. Allstate also maintains a fixed account ("Fixed
      Account"), to which contractholders may direct their deposits and receive
      a fixed rate of return. Allstate has sole discretion to invest the assets
      of the Fixed Account, subject to applicable law.

      On October 1, 1999, Allstate made an initial investment of $35 million
      in the LSA Variable Series Trust ("Trust") to establish and enhance the
      diversification of the funds within the Trust. The Trust is managed by LSA
      Asset Management, LLC (the "Manager"), a wholly-owned subsidiary of
      Allstate pursuant to an investment management agreement with the Trust.
      The Manager is entitled to receive a management fee from each sub-account
      investing in the Trust. Fees are payable monthly at an annual rate as a
      percentage of average daily net assets ranging from 0.75% to 1.05%. Since
      Allstate did not purchase a variable annuity contract, the expenses
      described in Note 3 are not deducted from Allstate's investment in the
      Trust.


                                       15
<PAGE>

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      VALUATION OF INVESTMENTS - Investments consist of shares of the Funds and
      are stated at fair value based on quoted market prices at December 31,
      1999.

      INVESTMENT INCOME - Investment income consists of dividends declared by
      the Funds and is recognized on the ex-dividend date.

      REALIZED GAINS AND LOSSES - Realized gains and losses represent the
      difference between the proceeds from sales of portfolio shares by the
      Account and the cost of such shares, which is determined on a weighted
      average basis.

      FEDERAL INCOME TAXES - The Account intends to qualify as a segregated
      asset account as defined in the Internal Revenue Code ("Code"). As such,
      the operations of the Account are included with and taxed as a part of
      Allstate. Allstate is taxed as a life insurance company under the Code. No
      federal income taxes are allocable to the Account as the Account did not
      generate taxable income.

      USE OF ESTIMATES - The preparation of financial statements in conformity
      with generally accepted 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.    EXPENSES

      ADMINISTRATIVE EXPENSE CHARGE - Allstate deducts administrative expense
      charges daily at a rate equal to .10% per annum of the average daily net
      assets of the Account.

      CONTRACT MAINTENANCE CHARGE - Allstate deducts an annual maintenance
      charge of $35 on each contract anniversary and guarantees that this charge
      will not increase over the life of the contract. This charge will be
      waived if certain conditions are met.

      MORTALITY AND EXPENSE RISK CHARGE - Allstate assumes mortality and expense
      risks related to the operations of the Account and deducts charges daily
      at a rate equal to 1.15% per annum of the daily net assets of the Account.
      The mortality and expense risk charge covers insurance benefits available
      with the contract and certain expenses of the contract. It also covers the
      risk that the current charges will not be sufficient in the future to
      cover the cost of administering the contract. Allstate guarantees that the
      amount of this charge will not increase over the life of the contract. At
      the contractholder's discretion, additional options, primarily death
      benefits, may be purchased for an additional charge.


                                       16
<PAGE>

4. UNITS ISSUED AND REDEEMED

      (Units in whole amounts)
<TABLE>
<CAPTION>
                                                                                     SelectDirections

                                                                                Unit activity during 1999:
                                                   -------------------------------------------------------------------------------
                                                                                                                   Accumulation
                                                    Units Outstanding    Units     Units     Units Outstanding      Unit Value
                                                    December 31, 1998   Issued    Redeemed   December 31, 1999   December 31, 1999
                                                   -------------------  ------   ----------  -----------------  ------------------
<S>                                                <C>                  <C>      <C>         <C>                <C>
Investments in AIM Variable Insurance
Funds Sub-Accounts:
     Capital Appreciation                                          -    10,876         (1)              10,875   $        13.96
     Diversified Income                                            -     8,908        (58)               8,850            10.01
     Growth and Income                                             -     5,473          -                5,473            12.38
     International Equity                                          -     4,325        (24)               4,301            14.85
     Value                                                         -     4,798          -                4,798            11.94

Investment in the Fidelity Variable Insurance
Products Fund Sub-Accounts:
     Growth                                                        -    10,590         (1)              10,589            12.42
     High Income                                                   -     2,303        (31)               2,272            10.16
     Overseas                                                      -    11,628         (1)              11,627            13.02

Investment in the Fidelity Variable Insurance
Products Fund II Sub-Accounts:
     Contrafund                                                    -    13,194         (1)              13,193            11.53
     Index 500                                                     -    10,366         (1)              10,365            11.17
     Investment Grade Bond                                         -     3,112        (30)               3,082            10.07

Investments in MFS Variable Insurance
Trust Sub-Accounts:
     Bond                                                          -    10,345        (28)              10,317             9.95
     Growth with Income                                            -    11,004        (31)              10,973            10.48
     High Income                                                   -     3,956        (31)               3,925            10.14
     New Discovery                                                 -     5,188          -                5,188            15.52

Investments in the Oppenheimer
Variable Account Sub-Accounts:
     Bond                                                          -    11,054        (58)              10,996            10.02
     Capital Appreciation                                          -    13,149         (1)              13,148            12.89
     Global Securities                                             -     3,793          -                3,793            14.15
     High Income                                                   -       898          -                  898            10.06
     Small Cap Growth                                              -     4,350          -                4,350            15.82

Investments in Van Kampen Life Investment
Trust Sub-Accounts:
     Comstock                                                      -     6,106        (28)               6,078             9.72
     Domestic Income                                               -     2,130        (27)               2,103            10.07
     Emerging Growth                                               -     7,225        (20)               7,205            17.54
     Money Market                                                  -     7,389        (87)               7,302            10.15


     Units relating to accrued contract maintenance charges are included in units redeemed.
</TABLE>


                                       17
<PAGE>

4. UNITS ISSUED AND REDEEMED

      (Units in whole amounts)
<TABLE>
<CAPTION>
                                                                  SelectDirections with Enhanced Death Benefit Rider

                                                                                Unit activity during 1999:
                                                   ------------------------------------------------------------------------------
                                                                                                                  Accumulation
                                                    Units Outstanding    Units     Units    Units Outstanding      Unit Value
                                                    December 31, 1998   Issued    Redeemed  December 31, 1999   December 31, 1999
                                                   -------------------  ------   ---------- -----------------  ------------------
<S>                                                <C>                  <C>      <C>        <C>                <C>
Investments in AIM Variable Insurance
Funds Sub-Accounts:
     Capital Appreciation                                            -     214            -               214  $            13.95
     Diversified Income                                              -       -            -                 -                   -
     Growth and Income                                               -     233            -               233               12.37
     International Equity                                            -       -            -                 -                   -
     Value                                                           -     231            -               231               11.93

Investment in the Fidelity Variable Insurance
Products Fund Sub-Accounts:
     Growth                                                          -     337            -               337               12.41
     High Income                                                     -     237            -               237               10.15
     Overseas                                                        -       -            -                 -                   -

Investment in the Fidelity Variable Insurance
Products Fund II Sub-Accounts:
     Contrafund                                                      -     238            -               238               11.52
     Index 500                                                       -     354            -               354               11.16
     Investment Grade Bond                                           -       -            -                 -                   -

Investments in MFS Variable Insurance Trust
Sub-Accounts:
     Bond                                                            -       -            -                 -                   -
     Growth with Income                                              -     246            -               246               10.47
     High Income                                                     -     234            -               234               10.14
     New Discovery                                                   -     115            -               115               15.51

Investments in the Oppenheimer Variable Account
Sub-Accounts:
     Bond                                                            -       -            -                 -                   -
     Capital Appreciation                                            -       -            -                 -                   -
     Global Securities                                               -       -            -                 -                   -
     High Income                                                     -       -            -                 -                   -
     Small Cap Growth                                                -     107            -               107               15.81

Investments in Van Kampen Life Investment Trust
Sub-Accounts:
     Comstock                                                        -       -            -                 -                   -
     Domestic Income                                                 -       -            -                 -                   -
     Emerging Growth                                                 -     189            -               189               17.53
     Money Market                                                    -       -            -                 -                   -


      Units relating to accrued contract maintenance charges are included in units redeemed.
</TABLE>


                                       18
<PAGE>

4. UNITS ISSUED AND REDEEMED

      (Units in whole amounts)

<TABLE>
<CAPTION>
                                                               SelectDirections with Enhanced Death and Income Benefit Rider


                                                                               Unit activity during 1999:
                                                    -----------------------------------------------------------------------------
                                                                                                                  Accumulation
                                                     Units Outstanding    Units     Units    Units Outstanding     Unit Value
                                                     December 31, 1998   Issued    Redeemed  December 31, 1999  December 31, 1999
                                                    -------------------  ------   ---------- -----------------  -----------------
<S>                                                 <C>                  <C>      <C>        <C>                <C>
 Investments in AIM Variable Insurance
 Funds Sub-Accounts:
      Capital Appreciation                                           -        -           -                -    $              -
      Diversified Income                                             -        -           -                -                   -
      Growth and Income                                              -        -           -                -                   -
      International Equity                                           -        -           -                -                   -
      Value                                                          -        -           -                -                   -

 Investment in the Fidelity Variable Insurance
 Products Fund Sub-Accounts:
      Growth                                                         -        -           -                -                   -
      High Income                                                    -        -           -                -                   -
      Overseas                                                       -        -           -                -                   -

 Investment in the Fidelity Variable Insurance
 Products Fund II Sub-Accounts:
      Contrafund                                                     -        -           -                -                   -
      Index 500                                                      -      474           -              474               11.15
      Investment Grade Bond                                          -        -           -                -                   -

 Investments in MFS Variable Insurance Trust
 Sub-Accounts:
      Bond                                                           -        -           -                -                   -
      Growth with Income                                             -        -           -                -                   -
      High Income                                                    -        -           -                -                   -
      New Discovery                                                  -        -           -                -                   -

 Investments in the Oppenheimer Variable
 Account Sub-Accounts:
      Bond                                                           -        -           -                -                   -
      Capital Appreciation                                           -        -           -                -                   -
      Global Securities                                              -        -           -                -                   -
      High Income                                                    -        -           -                -                   -
      Small Cap Growth                                               -        -           -                -                   -

 Investments in Van Kampen Life Investment
 Trust Sub-Accounts:
      Comstock                                                       -        -           -                -                   -
      Domestic Income                                                -        -           -                -                   -
      Emerging Growth                                                -        -           -                -                   -
      Money Market                                                   -        -           -                -                   -

      Units relating to accrued contract maintenance charges are included in units redeemed.
</TABLE>



                                       19
<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
(Previously filed in Registrant's Form N-4 Initial Registration  Statement (File
No. 333-77605) dated May 3, 1999.)

(2)  Not Applicable

(3)  Underwriting  Agreement  among  Allstate Life Insurance  Company,  Allstate
Financial  Advisors  Separate  Account I, and ALFS, Inc.*  (Previously  filed in
Pre-Effective   Amendment  No.  1  to  this  Registration  Statement  (File  No.
333-77605) dated July 8, 1999.)

*Effective May 1, 2000, Allstate Life Financial Services, Inc. was renamed ALFS,
Inc.

(4)  Form  of  Contract  and  Certificate   Amendments   (Previously   filed  in
Registrant's Form N-4 Initial Registration  Statement (File No. 333-77605) dated
May 3, 1999.)

(5) Form of  Application  for a  Contract  (Previously  filed  in  Pre-Effective
Amendment No. 1 to this  Registration  Statement (File No. 333-77605) dated July
8, 1999.)

(6)(a)  Articles  of   Incorporation   of  Allstate   Life   Insurance   Company
     (Incorporated  herein by reference to  Registrant's  Form N-4  Registration
     Statement (File No. 333-72017) dated February 9, 1999.)

     (b)  By-laws of Allstate Life  Insurance  Company  (Incorporated  herein by
          reference to Registrant's  Form N-4  Registration  Statement (File No.
          333-72017) dated February 9, 1999.)

(7)  Not applicable

(8)(a) Form of Participation Agreement among AIM Variable Insurance Funds, Inc.,
     AIM Distributors,  and Allstate Life Insurance Company (Previously filed in
     Pre-Effective  Amendment  No. 1 to this  Registration  Statement  (File No.
     333-77605) dated July 8, 1999.)

     (b)  Form of  Participation  Agreement among MFS Variable  Insurance Trust,
          Massachusetts  Financial Services Company, and Allstate Life Insurance
          Company  (Previously  filed in  Pre-Effective  Amendment No. 1 to this
          Registration Statement (File No. 333-77605) dated July 8, 1999.)

     (c)  Form of  Participation  Agreement among  Oppenheimer  Variable Account
          Funds,  OppenheimerFunds,  Inc., and Allstate Life  Insurance  Company
          (Previously   filed  in   Pre-Effective   Amendment   No.  1  to  this
          Registration Statement (File No. 333-77605) dated July 8, 1999.)

     (d)  Form of  Participation  Agreement  among Variable  Insurance  Products
          Fund, Fidelity Distributors  Corporation,  and Allstate Life Insurance
          Company  (Previously  filed in  Pre-Effective  Amendment No. 1 to this
          Registration Statement (File No. 333-77605) dated July 8, 1999.)

     (e)  Form of Participation Agreement among Variable Insurance Products Fund
          II,  Fidelity  Distributors  Corporation,  and Allstate Life Insurance
          Company  (Previously  filed in  Pre-Effective  Amendment No. 1 to this
          Registration Statement (File No. 333-77605) dated July 8, 1999.)

     (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  (Previously  filed  in
          Pre-Effective Amendment No. 1 to this Registration Statement (File No.
          333-77605) dated July 8, 1999.)

(9)  Opinion of Michael J. Velotta, Senior Vice President, Secretary and General
     Counsel  of  Allstate  Life   Insurance   Company   (Previously   filed  in
     Pre-Effective  Amendment  No. 1 to this  Registration  Statement  (File No.
     333-77605) dated July 8, 1999.)

(10)(a) Independent Auditors' Consent

    (b) Consent of  Freedman, Levy, Kroll & Simonds

(11) Not applicable

(12) Not applicable

(13) (a)  Performance  Data  Calculations  (Previously  filed in  Post-Effective
     Amendment No. 1 to this  Registration  Statement (File No. 333-77605) dated
     August 6, 1999.)

     (b) Performance Data Calculations

(14) Not applicable

(15) (a) Powers of Attorney  for Marla G.  Friedman,  John C.  Lounds,  Kevin R.
     Slawin  and  Casey J.  Sylla  (Previously  filed in  Registrant's  Form N-4
     Initial Registration Statement (File No. 333-77605) dated May 3, 1999.)

     (b)  Power  of  attorney   for  Samuel  H.  Pilch   (Previously   filed  in
     Pre-Effective  Amendment  No. 1 to this  Registration  Statement  (File No.
     333-77605) dated July 8, 1999.)

     (c) Powers of  attorney  for John L. Carl,  Richard P.  Cohen,  Margaret G.
     Dyer, T. O'Neal  Douglas,  Edward M. Liddy,  J. Kevin  McCarthy,  Robert W.
     Pike, Charles F. Thalheimer, Thomas J. Wilson, II, and B. Eugene Wraith.

25.    Directors And Officers Of The Depositor
<TABLE>
<CAPTION>

Name and Principal                          Position and Office with
Business Address                            Depositor of the Account

<S>                                         <C>
Thomas J. Wilson, II                        Director, President and Chief Executive Officer
Michael J. Velotta                          Director, Senior Vice President and Secretary
                                            and General Counsel
John L. Carl                                Director
Richard P. Cohen                            Director
T. O'Neal Douglas                           Director
Margaret G. Dyer                            Director and Senior Vice President
Marla G. Friedman                           Director and Senior Vice President
Edward M. Liddy                             Director
J. Kevin McCarthy                           Director and Senior Vice President
John C. Lounds                              Director and Senior Vice President
Robert W. Pike                              Director
Kevin R. Slawin                             Director and Senior Vice President
Casey J. Sylla                              Director and Chief Investment Officer
Charles F. Thalheimer                       Director and Vice President
B. Eugene Wraith                            Director and Vice President
Richard L. Baker                            Vice President
Patricia Coffey                             Vice President
Karen C. Gardner                            Vice President
Moses Hardie                                Vice President
John R. Hunter                              Vice President
Mary J. McGinn                              Vice President and Assistant Secretary
Samuel H. Pilch                             Controller
Leonard G. Sherman                          Vice President
Steven C. Verney                            Vice President
James P. Zils                               Treasurer
C. Nelson Strom                             Assistant Vice President and Corporate Actuary
Barry S. Paul                               Assistant Vice President and Assistant Treasurer
Patricia W. Wilson                          Assistant Vice President and Assistant
                                            Secretary
Denis Bailey                                Assistant Vice President
D. Steven Boger                             Assistant Vice President
Lisa Cochrane                               Assistant Vice President
Lawrence W. Dahl                            Assistant Vice President
Sarah R. Donahue                            Assistant Vice President
Thomas W. Evans                             Assistant Vice President
Douglas F. Gaer                             Assistant Vice President
Brent H. Hamann                             Assistant Vice President
Ronald Johnson                              Assistant Vice President
Robert Park                                 Assistant Vice President
Robert E. Rich                              Assistant Vice President
Linda L. Shumilas                           Assistant Vice President
Robert E. Transon                           Assistant Vice President
Timothy N. Vander Pas                       Assistant Vice President
G. Craig Whitehead                          Assistant Vice President
Richard Zaharias                            Assistant Vice President
Laura R. Zimmerman                          Assistant Vice President
Joanne M. Derrig                            Assistant Secretary, Assistant General Counsel
                                            and Chief Compliance Officer
Emma M. Kalaidjian                          Assistant Secretary
Paul N. Kierig                              Assistant Secretary

</TABLE>


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

26.  Persons Controlled by or under Common Control with Depositor or Registrant

Information  in response to this item is  incorporated  by reference to the Form
10-K Annual Report of The Allstate Corporation, File #1-11840 (March 28, 2000).

27.  Number of Contract Owners

As of February 22, 2000, there were 71 nonqualified contracts and 121 qualified
contracts.

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,  ALFS,  Inc.,  currently acts as a principal
underwriter,  depositor,  sponsor,  or  investment  adviser  for  the  following
entities:


         Allstate Life of New York Separate  Account A
         Charter National Variable Annuity Account
         Charter National Variable Account
         Glenbrook Life Multi-Manager Variable Account
         Glenbrook Life and Annuity Company Variable Annuity Account
         Glenbrook Life and Annuity Company Separate Account A
         Glenbrook Life AIM Variable Life Separate Account A
         Glenbrook Life Scudder Variable  Account (A)
         Glenbrook  Life  Variable Life Separate Account A
         Intramerica Variable Annuity Account
         Lincoln Benefit Life Variable Annuity Account
         Lincoln Benefit Life Variable Account

29B.    Principal Underwriter

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

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

<S>                                               <C>
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
Joanne M. Derrig                                  Assistant General Counsel and Assistant Secretary
Terry Young                                       General Counsel and Assistant Secretary
James P. Zils                                     Treasurer
Lisa A. Burnell                                   Ass't Vice President & Compliance Officer
Emma M. Kalaidjian                                Assistant Secretary
Carol S. Watson                                   Assistant Secretary
Barry S. Paul                                     Assistant Treasurer
</TABLE>


The principal  business address of ALFS, Inc. is 3100 Sanders Road,  Northbrook,
Illinois 60062.

29C.     Compensation of Principal Underwriter

<TABLE>
<CAPTION>

          Underwriter compensation during fiscal year ended December 31, 1999:

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

ALFS, Inc.                                    None                    None                  None                None
</TABLE>


30.  Location of Accounts And Records

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

The  Distributor,  ALFS,  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 this Registration  Statement,
in the  aggregate,  are  reasonable  in relation to the services  rendered,  the
expenses  expected to be incurred,  and the risks assumed by Allstate Life under
the Contracts.  Allstate Life bases its  representation on its assessment of all
of the facts and  circumstances,  including such relevant factors as: the nature
and extent of such services,  expenses and risks;  the need for Allstate Life to
earn a profit;  the degree to which the Contracts include  innovative  features;
and the regulatory  standards for exemptive relief under the Investment  Company
Act of 1940  used  prior to  October  1996,  including  the  range  of  industry
practice.  This  representation  applies to all Contracts  sold pursuant to this
Registration Statement, including those sold on the terms specifically described
in the  prospectus(es)  contained  herein, or any variations  therein,  based on
supplements,  endorsements,  or riders to any  Contracts or  prospectus(es),  or
otherwise.


<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 amended  Registration  Statement  and has caused this amended  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the Township of  Northfield,  State of Illinois,  on the 28 day of
April, 2000.

                           Allstate Financial Advisors
                               Separate Account I
                                  (Registrant)

                       By: Allstate Life Insurance Company
                                   (Depositor)

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


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


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

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

**/JOHN L. CARL                    Director
John L. Carl

**/RICHARD P. COHEN                Director
Richard P. Cohen

**/EDWARD M. LIDDY                 Director
Edward M. Liddy

**/KEVIN MCCARTHY                  Senior Vice President and Director
Kevin McCarthy

*/KEVIN R. SLAWIN                  Senior 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                Senior Vice President and Director
Marla G. Friedman

**/T O'NEAL DOUGLAS                Director
T O'Neal Douglas

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

**/MARGARET G. DYER                Senior Vice President and Director
Margaret G. Dyer

**/ROBERT W. PIKE                  Director
Robert W. Pike

**/CHARLES F. THALHEIMER           Vice President and Director
Charles F. Thalheimer

**/B. EUGENE WRAITH                Vice President and Director
B. Eugene Wraith

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



<PAGE>



Exhibit Index

(10) (a)  Independent Auditors' Consent

     (b) Consent of Freedman, Levy, Kroll & Simonds

(13) Performance Data Calculations

(99) Powers of Attorney


Exhibit (10)(a)  Independent Auditors' Consent

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this  Post-Effective  Amendment  No. 2 to  Registration
Statement No.  333-77605 of Allstate  Financial  Advisors  Seperate Account I of
Allstate  Life  Insurance  Company on Form N-4 of our report dated  February 25,
2000 relating to the consolidated financial statements and the related financial
statement  schedules of Allstate Life  Insurance  Company,  and our report dated
March 27,  2000  relating to the  financial  statements  of  Allstate  Financial
Advisors   Seperate   Account  I,  appearing  in  the  Statement  of  Additional
Information  (which is  incorporated by reference in the Prospectus of Financial
Advisors Seperate 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
April 28, 2000


<PAGE>

Exhibit (10)(b) Consent of Freedman, Levy, Kroll & Simonds

FREEDMAN, LEVY, KROLL & SIMONDS



                                   CONSENT OF
                         FREEDMAN, LEVY, KROLL & SIMONDS


     We hereby  consent to the  reference  to our firm under the caption  "Legal
Matters" in the prospectus  contained in  Post-Effective  Amendment No. 2 to the
Form N-4 Registration  Statement of Allstate Financial Advisors Separate Account
I (File No. 333-77605).


                                    /s/  Freedman, Levy, Kroll & Simonds
                                    FREEDMAN, LEVY, KROLL & SIMONDS


Washington, D.C.
April 28, 2000




<TABLE>
<CAPTION>
ALLSTATE / PUTNAM  - PERFORMANCE DATA
RETURNS AS OF:                     12/31/99

AIM V.I. Capital Appreciation
                              INCEPTION:
<S>             <C>                 <C>                   <C>           <C>           <C>           <C>
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                39.62% N/A           N/A           N/A           N/A                  35.35%
                AVG                 127.75% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                33.49% N/A           N/A              #VALUE!    N/A           N/A
                AVG                 104.00% N/A           N/A              #VALUE!    N/A           N/A

- -               -             -             -             -             -             -             -
AIM V.I. Diversified Income
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                 0.05% N/A           N/A           N/A           N/A                  -0.03%
                AVG                   0.14% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -6.07% N/A           N/A              #VALUE!    N/A           N/A
                AVG                 -14.32% N/A           N/A              #VALUE!    N/A           N/A

- -               -             -             -             -             -             -             -
AIM V.I. Growth and Income
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                23.77% N/A           N/A           N/A           N/A                  22.91%
                AVG                  69.21% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                17.65% N/A           N/A              #VALUE!    N/A           N/A
                AVG                  49.34% N/A           N/A              #VALUE!    N/A           N/A









- -               -             -             -             -             -             -             -
AIM V.I. International Equity
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                48.51% N/A           N/A           N/A           N/A                  41.44%
                AVG                 165.22% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                42.39% N/A           N/A              #VALUE!    N/A           N/A
                AVG                 139.19% N/A           N/A              #VALUE!    N/A           N/A

- -               -             -             -             -             -             -             -
AIM V.I. Value
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                19.41% N/A           N/A           N/A           N/A                  17.37%
                AVG                  54.90% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                13.29% N/A           N/A              #VALUE!    N/A           N/A
                AVG                  36.06% N/A           N/A              #VALUE!    N/A           N/A

- -               -             -             -             -             -             -             -
Fidelity VIP Growth
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                24.15% N/A           N/A           N/A           N/A                  23.13%
                AVG                  70.50% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                18.03% N/A           N/A              #VALUE!    N/A           N/A
                AVG                  50.54% N/A           N/A              #VALUE!    N/A           N/A

- -               -             -             -             -             -             -             -
Fidelity VIP High Income
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                 1.56% N/A           N/A           N/A           N/A                   3.63%
                AVG                   3.89% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -4.57% N/A           N/A              #VALUE!    N/A           N/A
                AVG                 -10.89% N/A           N/A              #VALUE!    N/A           N/A
- -               -             -             -             -             -             -             -
Fidelity VIP Overseas
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                30.19% N/A           N/A           N/A           N/A                  24.39%
                AVG                  91.69% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                24.07% N/A           N/A              #VALUE!    N/A           N/A
                AVG                  70.27% N/A           N/A              #VALUE!    N/A           N/A

- -               -             -             -             -             -             -             -
Fidelity VIP II Contrafund
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                15.27% N/A           N/A           N/A           N/A                  16.98%
                AVG                  41.98% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                 9.15% N/A           N/A              #VALUE!    N/A           N/A
                AVG                  24.11% N/A           N/A              #VALUE!    N/A           N/A

- -               -             -             -             -             -             -             -
Fidelity                      VIP II Index 500 INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                11.71% N/A           N/A           N/A           N/A                  14.43%
                AVG                  31.41% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                 5.59% N/A           N/A              #VALUE!    N/A           N/A
                AVG                  14.36% N/A           N/A              #VALUE!    N/A           N/A

- -               -             -             -             -             -             -             -
Fidelity VIP II Investment Grade
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                 0.65% N/A           N/A           N/A           N/A                  -0.40%
                AVG                   1.62% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -5.47% N/A           N/A              #VALUE!    N/A           N/A
                AVG                 -12.97% N/A           N/A              #VALUE!    N/A           N/A

- -               -             -             -             -             -             -             -
MFS Bond
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                -0.51% N/A           N/A           N/A                  -0.51%        -0.68%
                AVG                  -1.24% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -6.63% N/A           N/A           N/A           N/A           N/A
                AVG                 -15.58% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
MFS Growth with Income
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                 4.81% N/A           N/A           N/A                   4.81%        10.18%
                AVG                  12.27% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -1.32% N/A           N/A           N/A           N/A           N/A
                AVG                  -3.23% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
MFS High Income
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                 1.44% N/A           N/A           N/A                   1.44%         2.27%
                AVG                   3.58% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -4.69% N/A           N/A           N/A           N/A           N/A
                AVG                 -11.18% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
MFS New Discovery
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                55.24% N/A           N/A           N/A                  55.24%        52.83%
                AVG                 195.84% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                49.12% N/A           N/A           N/A           N/A           N/A
                AVG                 168.06% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
Oppenheimer Bond/VA
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                 0.19% N/A           N/A           N/A                   0.19%         0.12%
                AVG                   0.47% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -5.94% N/A           N/A           N/A           N/A           N/A
                AVG                 -14.02% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
Oppenheimer Capital Appreciation/VA
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                28.87% N/A           N/A           N/A                  28.87%        28.08%
                AVG                  86.91% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                22.74% N/A           N/A           N/A           N/A           N/A
                AVG                  65.82% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
Oppenheimer Global Securities/VA
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                41.51% N/A           N/A           N/A                  41.51%        36.50%
                AVG                 135.45% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                35.39% N/A           N/A           N/A           N/A           N/A
                AVG                 111.22% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
Oppenheimer High Income/VA
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                 0.62% N/A           N/A           N/A                   0.62%         1.29%
                AVG                   1.54% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -5.50% N/A           N/A           N/A           N/A           N/A
                AVG                 -13.04% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
Oppenheimer Small Cap Growth/VA
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                58.18% N/A           N/A           N/A                  58.18%        48.58%
                AVG                 209.86% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                52.06% N/A           N/A           N/A           N/A           N/A
                AVG                 181.30% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
Van Kampen Comstock
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                -2.80% N/A           N/A           N/A                  -2.80%         3.71%
                AVG                  -6.77% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -8.93% N/A           N/A           N/A           N/A           N/A
                AVG                 -20.61% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
Van Kampen Domestic Income
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                 0.75% N/A           N/A           N/A                   0.75%         0.06%
                AVG                   1.85% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -5.38% N/A           N/A           N/A           N/A           N/A
                AVG                 -12.75% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
Van Kampen Emerging Growth
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                75.43% N/A           N/A           N/A                  75.43%        60.07%
                AVG                 299.94% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                69.30% N/A           N/A           N/A           N/A           N/A
                AVG                 266.71% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
Van Kampen Money Market
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                 1.46% N/A           N/A           N/A                   1.46%         0.93%
                AVG                   3.63% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -4.67% N/A           N/A           N/A           N/A           N/A
                AVG           N/A           N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
<PAGE>
ALLSTATE / PUTNAM  - PERFORMANCE DATA
RETURNS AS OF:                     12/31/99

AIM V.I. Capital Appreciation
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                39.51% N/A           N/A           N/A           N/A                  35.28%
                AVG                 127.30% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                33.38% N/A           N/A              #VALUE!    N/A           N/A
                AVG                 103.57% N/A           N/A              #VALUE!    N/A           N/A

- -               -             -             -             -             -             -             -
AIM V.I. Diversified Income
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                -0.03% N/A           N/A           N/A           N/A                  -0.08%
                AVG                  -0.06% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -6.15% N/A           N/A              #VALUE!    N/A           N/A
                AVG                 -14.50% N/A           N/A              #VALUE!    N/A           N/A

- -               -             -             -             -             -             -             -
AIM V.I. Growth and Income
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                23.67% N/A           N/A           N/A           N/A                  22.84%
                AVG                  68.87% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                17.55% N/A           N/A              #VALUE!    N/A           N/A
                AVG                  49.03% N/A           N/A              #VALUE!    N/A           N/A









- -               -             -             -             -             -             -             -
AIM V.I. International Equity
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                48.39% N/A           N/A           N/A           N/A                  41.37%
                AVG                 164.69% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                42.27% N/A           N/A              #VALUE!    N/A           N/A
                AVG                 138.70% N/A           N/A              #VALUE!    N/A           N/A

- -               -             -             -             -             -             -             -
AIM V.I. Value
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                19.32% N/A           N/A           N/A           N/A                  17.31%
                AVG                  54.59% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                13.19% N/A           N/A              #VALUE!    N/A           N/A
                AVG                  35.77% N/A           N/A              #VALUE!    N/A           N/A

- -               -             -             -             -             -             -             -
Fidelity VIP Growth
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                24.05% N/A           N/A           N/A           N/A                  23.07%
                AVG                  70.16% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                17.93% N/A           N/A              #VALUE!    N/A           N/A
                AVG                  50.23% N/A           N/A              #VALUE!    N/A           N/A

- -               -             -             -             -             -             -             -
Fidelity VIP High Income
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                 1.48% N/A           N/A           N/A           N/A                   3.57%
                AVG                   3.68% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -4.65% N/A           N/A              #VALUE!    N/A           N/A
                AVG                 -11.08% N/A           N/A              #VALUE!    N/A           N/A
- -               -             -             -             -             -             -             -
Fidelity VIP Overseas
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                30.09% N/A           N/A           N/A           N/A                  24.33%
                AVG                  91.31% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                23.96% N/A           N/A              #VALUE!    N/A           N/A
                AVG                  69.92% N/A           N/A              #VALUE!    N/A           N/A

- -               -             -             -             -             -             -             -
Fidelity VIP II Contrafund
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                15.18% N/A           N/A           N/A           N/A                  16.92%
                AVG                  41.70% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                 9.05% N/A           N/A              #VALUE!    N/A           N/A
                AVG                  23.85% N/A           N/A              #VALUE!    N/A           N/A

- -               -             -             -             -             -             -             -
Fidelity                      VIP II Index 500 INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                11.62% N/A           N/A           N/A           N/A                  14.37%
                AVG                  31.15% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                 5.50% N/A           N/A              #VALUE!    N/A           N/A
                AVG                  14.12% N/A           N/A              #VALUE!    N/A           N/A

- -               -             -             -             -             -             -             -
Fidelity VIP II Investment Grade
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                 0.57% N/A           N/A           N/A           N/A                  -0.45%
                AVG                   1.41% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -5.55% N/A           N/A              #VALUE!    N/A           N/A
                AVG                 -13.15% N/A           N/A              #VALUE!    N/A           N/A

- -               -             -             -             -             -             -             -
MFS Bond
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                -0.59% N/A           N/A           N/A                  -0.59%        -0.73%
                AVG                  -1.44% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -6.71% N/A           N/A           N/A           N/A           N/A
                AVG                 -15.76% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
MFS Growth with Income
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                 4.72% N/A           N/A           N/A                   4.72%        10.13%
                AVG                  12.05% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -1.40% N/A           N/A           N/A           N/A           N/A
                AVG                  -3.43% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
MFS High Income
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                 1.35% N/A           N/A           N/A                   1.35%         2.21%
                AVG                   3.37% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -4.77% N/A           N/A           N/A           N/A           N/A
                AVG                 -11.37% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
MFS New Discovery
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                55.12% N/A           N/A           N/A                  55.12%        52.75%
                AVG                 195.25% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                48.99% N/A           N/A           N/A           N/A           N/A
                AVG                 167.51% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
Oppenheimer Bond/VA
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                 0.11% N/A           N/A           N/A                   0.11%         0.07%
                AVG                   0.27% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -6.02% N/A           N/A           N/A           N/A           N/A
                AVG                 -14.20% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
Oppenheimer Capital Appreciation/VA
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                28.76% N/A           N/A           N/A                  28.76%        28.02%
                AVG                  86.54% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                22.64% N/A           N/A           N/A           N/A           N/A
                AVG                  65.47% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
Oppenheimer Global Securities/VA
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                41.40% N/A           N/A           N/A                  41.40%        36.43%
                AVG                 134.98% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                35.27% N/A           N/A           N/A           N/A           N/A
                AVG                 110.78% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
Oppenheimer High Income/VA
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                 0.54% N/A           N/A           N/A                   0.54%         1.24%
                AVG                   1.33% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -5.59% N/A           N/A           N/A           N/A           N/A
                AVG                 -13.23% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
Oppenheimer Small Cap Growth/VA
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                58.05% N/A           N/A           N/A                  58.05%        48.51%
                AVG                 209.24% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                51.93% N/A           N/A           N/A           N/A           N/A
                AVG                 180.72% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
Van Kampen Comstock
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                -2.88% N/A           N/A           N/A                  -2.88%         3.66%
                AVG                  -6.96% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -9.01% N/A           N/A           N/A           N/A           N/A
                AVG                 -20.78% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
Van Kampen Domestic Income
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                 0.67% N/A           N/A           N/A                   0.67%         0.01%
                AVG                   1.65% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -5.46% N/A           N/A           N/A           N/A           N/A
                AVG                 -12.94% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
Van Kampen Emerging Growth
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                75.29% N/A           N/A           N/A                  75.29%        59.99%
                AVG                 299.15% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                69.16% N/A           N/A           N/A           N/A           N/A
                AVG                 265.95% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
Van Kampen Money Market
                              INCEPTION:
                                   08/05/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                 1.37% N/A           N/A           N/A                   1.37%         0.88%
                AVG                   3.42% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -4.75% N/A           N/A           N/A           N/A           N/A
                AVG           N/A           N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -

<PAGE>

ALLSTATE / PUTNAM  - PERFORMANCE DATA
RETURNS AS OF:                     12/31/99

AIM V.I. Capital Appreciation
                              INCEPTION:
                                05/05/93       TEN YRS      FIVE YRS       ONE YR          YTD        3 MONTHS
NON-STD         TOTAL            251.91%         N/A         193.39%       42.81%        42.81%        35.35%
                AVG              20.79%          N/A         24.02%        42.81%          N/A           N/A

STD(-CDSC)      TOTAL            249.57%         N/A         191.95%       42.64%          N/A           N/A
                AVG              20.69%          N/A         23.90%        42.64%          N/A           N/A

- -               -             -             -             -             -             -             -
AIM V.I. Diversified Income
                              INCEPTION:
                                   05/05/93 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                34.91% N/A                  36.82%        -3.15%        -3.15%        -0.04%
                AVG                   4.60% N/A                   6.47%        -3.15% N/A           N/A

STD(-CDSC)      TOTAL                33.55% N/A                  35.91%        -3.33% N/A           N/A
                AVG                   4.44% N/A                   6.33%        -3.33% N/A           N/A

- -               -             -             -             -             -             -             -
AIM V.I. Growth and Income
                              INCEPTION:
                                   05/02/94 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               222.23% N/A                 224.97%        32.57%        32.57%        22.90%
                AVG                  22.93% N/A                  26.58%        32.57% N/A           N/A

STD(-CDSC)      TOTAL               220.33% N/A                 223.48%        32.39% N/A           N/A
                AVG                  22.82% N/A                  26.46%        32.39% N/A           N/A









- -               -             -             -             -             -             -             -
AIM V.I. International Equity
                              INCEPTION:
                                   05/05/93 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               189.93% N/A                 153.06%        53.12%        53.12%        41.44%
                AVG                  17.33% N/A                  20.41%        53.12% N/A           N/A

STD(-CDSC)      TOTAL               187.70% N/A                 151.61%        52.94% N/A           N/A
                AVG                  17.21% N/A                  20.27%        52.94% N/A           N/A

- -               -             -             -             -             -             -             -
AIM V.I. Value
                              INCEPTION:
                                   05/05/93 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               266.28% N/A                 213.09%        28.30%        28.30%        17.37%
                AVG                  21.52% N/A                  25.64%        28.30% N/A           N/A

STD(-CDSC)      TOTAL               263.86% N/A                 211.63%        28.12% N/A           N/A
                AVG                  21.42% N/A                  25.52%        28.12% N/A           N/A

- -               -             -             -             -             -             -             -
Fidelity VIP Growth
                              INCEPTION:
                                   10/09/86 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               724.33%       443.14%       245.17%        35.72%        35.72%        23.13%
                AVG                  17.28%        18.44%        28.12%        35.72% N/A           N/A

STD(-CDSC)      TOTAL               715.09%       437.80%       243.57%        35.55% N/A           N/A
                AVG                  17.19%        18.32%        28.00%        35.55% N/A           N/A

- -               -             -             -             -             -             -             -
Fidelity VIP High Income
                              INCEPTION:
                                   09/19/85 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                97.20%       153.18%        56.97%         6.52%         6.52%         3.62%
                AVG                   4.87%         9.73%         9.44%         6.52% N/A           N/A

STD(-CDSC)      TOTAL                92.84%       150.45%        56.00%         6.35% N/A           N/A
                AVG                   4.71%         9.62%         9.30%         6.35% N/A           N/A
- -               -             -             -             -             -             -             -
Fidelity VIP Overseas
                              INCEPTION:
                                   01/28/87 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               220.69%       157.49%       106.99%        39.30%        39.30%        24.39%
                AVG                   9.43%         9.92%        15.66%        39.30% N/A           N/A

STD(-CDSC)      TOTAL               215.65%       154.04%       105.67%        39.13% N/A           N/A
                AVG                   9.30%         9.77%        15.51%        39.13% N/A           N/A

- -               -             -             -             -             -             -             -
Fidelity VIP II Contrafund
                              INCEPTION:
                                   01/03/95 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               218.92% N/A           N/A                  22.70%        22.70%        16.98%
                AVG                  26.14% N/A           N/A                  22.70% N/A           N/A

STD(-CDSC)      TOTAL               217.51% N/A           N/A                  22.53% N/A           N/A
                AVG                  26.05% N/A           N/A                  22.53% N/A           N/A

- -               -             -             -             -             -             -             -
Fidelity                      VIP II Index 500 INCEPTION:
                                   08/27/92 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               223.92% N/A                 188.14%        17.21%        17.21%        14.43%
                AVG                  17.35% N/A                  23.57%        17.21% N/A           N/A

STD(-CDSC)      TOTAL               221.28% N/A                 186.81%        17.03% N/A           N/A
                AVG                  17.23% N/A                  23.46%        17.03% N/A           N/A

- -               -             -             -             -             -             -             -
Fidelity VIP II Investment Grade
                              INCEPTION:
                                   12/05/88 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                63.96%        63.56%        33.75%        -2.13%        -2.13%        -0.40%
                AVG                   4.57%         5.04%         5.99%        -2.13% N/A           N/A

STD(-CDSC)      TOTAL                61.31%        61.38%        32.82%        -2.30% N/A           N/A
                AVG                   4.41%         4.90%         5.84%        -2.30% N/A           N/A

- -               -             -             -             -             -             -             -
MFS Bond
                              INCEPTION:
                                   10/24/95 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                12.40% N/A           N/A                  -5.41%        -5.41%        -0.68%
                AVG                   2.83% N/A           N/A                  -5.41% N/A           N/A

STD(-CDSC)      TOTAL                11.51% N/A           N/A                  -5.59% N/A           N/A
                AVG                   2.64% N/A           N/A                  -5.59% N/A           N/A

- -               -             -             -             -             -             -             -
MFS Growth with Income
                              INCEPTION:
                                   10/09/95 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               111.72% N/A           N/A                   4.64%         4.64%        10.18%
                AVG                  19.40% N/A           N/A                   4.64% N/A           N/A

STD(-CDSC)      TOTAL               110.61% N/A           N/A                   4.47% N/A           N/A
                AVG                  19.27% N/A           N/A                   4.47% N/A           N/A

- -               -             -             -             -             -             -             -
MFS High Income
                              INCEPTION:
                                   07/26/95 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                26.01% N/A           N/A                  -1.41%        -1.41%         2.26%
                AVG                   5.35% N/A           N/A                  -1.41% N/A           N/A

STD(-CDSC)      TOTAL                25.12% N/A           N/A                  -1.59% N/A           N/A
                AVG                   5.19% N/A           N/A                  -1.59% N/A           N/A

- -               -             -             -             -             -             -             -
MFS New Discovery
                              INCEPTION:
                                   04/29/98 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                72.18% N/A           N/A                  69.91%        69.91%        52.82%
                AVG                  38.35% N/A           N/A                  69.91% N/A           N/A

STD(-CDSC)      TOTAL                71.72% N/A           N/A                  69.74% N/A           N/A
                AVG                  38.16% N/A           N/A                  69.74% N/A           N/A

- -               -             -             -             -             -             -             -
Oppenheimer Bond/VA
                              INCEPTION:
                                   04/03/85 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               187.74%        86.42%        33.08%        -2.17%        -2.17%        -0.52%
                AVG                   7.43%         6.43%         5.88%        -2.17% N/A           N/A

STD(-CDSC)      TOTAL               183.69%        84.21%        32.16%        -2.35% N/A           N/A
                AVG                   7.33%         6.30%         5.74%        -2.35% N/A           N/A

- -               -             -             -             -             -             -             -
Oppenheimer Capital Appreciation/VA
                              INCEPTION:
                                   04/03/85 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               772.79%       366.39%       257.82%        40.00%        40.00%        19.51%
                AVG                  15.82%        16.65%        29.04%        40.00% N/A           N/A

STD(-CDSC)      TOTAL               762.63%       361.25%       256.26%        39.82% N/A           N/A
                AVG                  15.74%        16.52%        28.93%        39.82% N/A           N/A

- -               -             -             -             -             -             -             -
Oppenheimer Global Securities/VA
                              INCEPTION:
                                   11/12/90 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               264.46% N/A                 147.95%        54.98%        54.98%        34.52%
                AVG                  15.20% N/A                  19.91%        54.98% N/A           N/A

STD(-CDSC)      TOTAL               260.46% N/A                 146.40%        54.81% N/A           N/A
                AVG                  15.07% N/A                  19.76%        54.81% N/A           N/A

- -               -             -             -             -             -             -             -
Oppenheimer High Income/VA
                              INCEPTION:
                                   04/30/86 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               272.95%       189.10%        53.82%         3.59%         3.59%        -0.37%
                AVG                  10.10%        11.20%         8.99%         3.59% N/A           N/A

STD(-CDSC)      TOTAL               268.27%       186.42%        52.86%         3.42% N/A           N/A
                AVG                  10.01%        11.10%         8.86%         3.42% N/A           N/A

- -               -             -             -             -             -             -             -
Oppenheimer Small Cap Growth/VA
                              INCEPTION:
                                   05/01/98 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                38.59% N/A           N/A                  45.59%        45.59%        42.26%
                AVG                  21.60% N/A           N/A                  45.59% N/A           N/A

STD(-CDSC)      TOTAL                38.13% N/A           N/A                  45.41% N/A           N/A
                AVG                  21.38% N/A           N/A                  45.41% N/A           N/A

- -               -             -             -             -             -             -             -
Van Kampen Comstock
                              INCEPTION:
                                   04/30/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                -6.33% N/A           N/A           N/A                  -6.13%         3.71%
                AVG                  -9.28% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -1.56% N/A           N/A           N/A           N/A           N/A
                AVG                  -2.32% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
Van Kampen Domestic Income
                              INCEPTION:
                                   11/04/87 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               -26.07%       -12.19%        10.05%        -2.78%        -2.78%         0.06%
                AVG                  -2.45%        -1.29%         1.93%        -2.78% N/A           N/A

STD(-CDSC)      TOTAL               -28.17%       -13.97%        18.58%        -2.96% N/A           N/A
                AVG                  -2.68%        -1.49%         3.47%        -2.96% N/A           N/A

- -               -             -             -             -             -             -             -
Van Kampen Emerging Growth
                              INCEPTION:
                                   07/03/95 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               336.81% N/A           N/A                 101.83%       101.83%        60.07%
                AVG                  38.78% N/A           N/A                 101.83% N/A           N/A

STD(-CDSC)      TOTAL               334.88% N/A           N/A                 101.65% N/A           N/A
                AVG                  38.68% N/A           N/A                 101.65% N/A           N/A

- -               -             -             -             -             -             -             -
Van Kampen Money Market
                              INCEPTION:
                                   04/07/86 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                73.47%        40.62%        19.52%         2.99%         2.99%         0.92%
                AVG                   4.09%         3.47%         3.63%         2.99% N/A           N/A

STD(-CDSC)      TOTAL                70.38%        38.59%        18.58%         2.81% N/A           N/A
                AVG           N/A                   3.32%         3.47%         2.81% N/A           N/A

- -               -             -             -             -             -             -             -

<PAGE>
ALLSTATE / PUTNAM  - PERFORMANCE DATA
RETURNS AS OF:                     12/31/99

AIM V.I. Capital Appreciation
                              INCEPTION:
                                05/05/93       TEN YRS      FIVE YRS       ONE YR          YTD        3 MONTHS
NON-STD         TOTAL            247.20%         N/A         190.43%       42.53%        42.53%        35.28%
                AVG              20.55%          N/A         23.77%        42.53%          N/A           N/A

STD(-CDSC)      TOTAL            244.87%         N/A         189.00%       42.35%          N/A           N/A
                AVG              20.44%          N/A         23.65%        42.35%          N/A           N/A

- -               -             -             -             -             -             -             -
AIM V.I. Diversified Income
                              INCEPTION:
                                   05/05/93 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                33.10% N/A                  35.44%        -3.35%        -3.35%        -0.09%
                AVG                   4.39% N/A                   6.26%        -3.35% N/A           N/A

STD(-CDSC)      TOTAL                31.75% N/A                  34.54%        -3.52% N/A           N/A
                AVG                   4.23% N/A                   6.11%        -3.52% N/A           N/A

- -               -             -             -             -             -             -             -
AIM V.I. Growth and Income
                              INCEPTION:
                                   05/02/94 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               218.56% N/A                 221.70%        32.30%        32.30%        22.84%
                AVG                  22.68% N/A                  26.33%        32.30% N/A           N/A

STD(-CDSC)      TOTAL               216.66% N/A                 220.21%        32.13% N/A           N/A
                AVG                  22.57% N/A                  26.21%        32.13% N/A           N/A









- -               -             -             -             -             -             -             -
AIM V.I. International Equity
                              INCEPTION:
                                   05/05/93 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               175.17% N/A                 140.99%        47.00%        47.00%        41.37%
                AVG                  16.41% N/A                  19.23%        47.00% N/A           N/A

STD(-CDSC)      TOTAL               173.03% N/A                 139.59%        46.82% N/A           N/A
                AVG                  16.29% N/A                  19.09%        46.82% N/A           N/A

- -               -             -             -             -             -             -             -
AIM V.I. Value
                              INCEPTION:
                                   05/05/93 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               261.37% N/A                 209.93%        28.04%        28.04%        17.31%
                AVG                  21.28% N/A                  25.39%        28.04% N/A           N/A

STD(-CDSC)      TOTAL               258.97% N/A                 208.48%        27.86% N/A           N/A
                AVG                  21.17% N/A                  25.27%        27.86% N/A           N/A

- -               -             -             -             -             -             -             -
Fidelity VIP Growth
                              INCEPTION:
                                   10/09/86 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               702.53%       432.24%       241.69%        35.45%        35.45%        23.07%
                AVG                  17.04%        18.20%        27.86%        35.45% N/A           N/A

STD(-CDSC)      TOTAL               693.43%       426.96%       240.10%        35.27% N/A           N/A
                AVG                  16.95%        18.08%        27.74%        35.27% N/A           N/A

- -               -             -             -             -             -             -             -
Fidelity VIP High Income
                              INCEPTION:
                                   09/19/85 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                91.58%       148.10%        55.39%         6.31%         6.31%         3.57%
                AVG                   4.65%         9.51%         9.22%         6.31% N/A           N/A

STD(-CDSC)      TOTAL                87.27%       145.39%        54.42%         6.13% N/A           N/A
                AVG                   4.49%         9.39%         9.08%         6.13% N/A           N/A
- -               -             -             -             -             -             -             -
Fidelity VIP Overseas
                              INCEPTION:
                                   01/28/87 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               211.03%       151.22%       104.01%        38.42%        38.42%        23.88%
                AVG                   9.17%         9.65%        15.33%        38.42% N/A           N/A

STD(-CDSC)      TOTAL               206.09%       147.83%       102.70%        38.24% N/A           N/A
                AVG                   9.04%         9.50%        15.18%        38.24% N/A           N/A

- -               -             -             -             -             -             -             -
Fidelity VIP II Contrafund
                              INCEPTION:
                                   01/03/95 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               215.71% N/A           N/A                  22.45%        22.45%        16.92%
                AVG                  25.88% N/A           N/A                  22.45% N/A           N/A

STD(-CDSC)      TOTAL               214.31% N/A           N/A                  22.28% N/A           N/A
                AVG                  25.79% N/A           N/A                  22.28% N/A           N/A

- -               -             -             -             -             -             -             -
Fidelity                      VIP II Index 500 INCEPTION:
                                   08/27/92 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               219.14% N/A                 185.24%        16.97%        16.97%        14.37%
                AVG                  17.11% N/A                  23.32%        16.97% N/A           N/A

STD(-CDSC)      TOTAL               216.52% N/A                 183.91%        16.80% N/A           N/A
                AVG                  16.99% N/A                  23.21%        16.80% N/A           N/A

- -               -             -             -             -             -             -             -
Fidelity VIP II Investment Grade
                              INCEPTION:
                                   12/05/88 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                60.33%        60.28%        32.40%        -2.32%        -2.32%        -0.45%
                AVG                   4.35%         4.83%         5.77%        -2.32% N/A           N/A

STD(-CDSC)      TOTAL                57.70%        58.11%        31.48%        -2.50% N/A           N/A
                AVG                   4.20%         4.69%         5.63%        -2.50% N/A           N/A

- -               -             -             -             -             -             -             -
MFS Bond
                              INCEPTION:
                                   10/24/95 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                11.75% N/A           N/A                  -5.35%        -5.35%        -0.73%
                AVG                   2.69% N/A           N/A                  -5.35% N/A           N/A

STD(-CDSC)      TOTAL                10.86% N/A           N/A                  -5.52% N/A           N/A
                AVG                   2.49% N/A           N/A                  -5.52% N/A           N/A

- -               -             -             -             -             -             -             -
MFS Growth with Income
                              INCEPTION:
                                   10/09/95 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               109.92% N/A           N/A                   4.43%         4.43%        10.12%
                AVG                  19.16% N/A           N/A                   4.43% N/A           N/A

STD(-CDSC)      TOTAL               108.81% N/A           N/A                   4.26% N/A           N/A
                AVG                  19.03% N/A           N/A                   4.26% N/A           N/A

- -               -             -             -             -             -             -             -
MFS High Income
                              INCEPTION:
                                   07/26/95 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                24.89% N/A           N/A                  -1.61%        -1.61%         2.21%
                AVG                   5.14% N/A           N/A                  -1.61% N/A           N/A

STD(-CDSC)      TOTAL                24.00% N/A           N/A                  -1.79% N/A           N/A
                AVG                   4.97% N/A           N/A                  -1.79% N/A           N/A

- -               -             -             -             -             -             -             -
MFS New Discovery
                              INCEPTION:
                                   04/29/98 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                71.60% N/A           N/A                  69.57%        69.57%        52.75%
                AVG                  38.07% N/A           N/A                  69.57% N/A           N/A

STD(-CDSC)      TOTAL                71.14% N/A           N/A                  69.39% N/A           N/A
                AVG                  37.88% N/A           N/A                  69.39% N/A           N/A

- -               -             -             -             -             -             -             -
Oppenheimer Bond/VA
                              INCEPTION:
                                   04/03/85 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               179.53%        82.85%        31.87%        -2.28%        -2.28%        -0.52%
                AVG                   7.22%         6.22%         5.69%        -2.28% N/A           N/A

STD(-CDSC)      TOTAL               175.54%        80.66%        30.95%        -2.45% N/A           N/A
                AVG                   7.12%         6.09%         5.54%        -2.45% N/A           N/A

- -               -             -             -             -             -             -             -
Oppenheimer Capital Appreciation/VA
                              INCEPTION:
                                   04/03/85 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               746.42%       356.66%       253.93%        39.60%        39.60%        19.30%
                AVG                  15.58%        16.40%        28.76%        39.60% N/A           N/A

STD(-CDSC)      TOTAL               736.45%       351.58%       252.38%        39.43% N/A           N/A
                AVG                  15.50%        16.27%        28.65%        39.43% N/A           N/A

- -               -             -             -             -             -             -             -
Oppenheimer Global Securities/VA
                              INCEPTION:
                                   11/12/90 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               258.46% N/A                 145.92%        54.97%        54.97%        34.65%
                AVG                  14.99% N/A                  19.72%        54.97% N/A           N/A

STD(-CDSC)      TOTAL               254.50% N/A                 144.37%        54.79% N/A           N/A
                AVG                  14.86% N/A                  19.57%        54.79% N/A           N/A

- -               -             -             -             -             -             -             -
Oppenheimer High Income/VA
                              INCEPTION:
                                   04/30/86 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               263.11%       183.56%        52.41%         3.48%         3.48%        -0.37%
                AVG                   9.89%        10.99%         8.79%         3.48% N/A           N/A

STD(-CDSC)      TOTAL               258.49%       180.92%        51.46%         3.31% N/A           N/A
                AVG                   9.79%        10.88%         8.66%         3.31% N/A           N/A

- -               -             -             -             -             -             -             -
Oppenheimer Small Cap Growth/VA
                              INCEPTION:
                                   05/01/98 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                38.26% N/A           N/A                  45.43%        45.43%        42.26%
                AVG                  21.43% N/A           N/A                  45.43% N/A           N/A

STD(-CDSC)      TOTAL                37.80% N/A           N/A                  45.25% N/A           N/A
                AVG                  21.20% N/A           N/A                  45.25% N/A           N/A

- -               -             -             -             -             -             -             -
Van Kampen Comstock
                              INCEPTION:
                                   04/30/99 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                -6.46% N/A           N/A           N/A                  -6.23%         3.66%
                AVG                  -9.46% N/A           N/A           N/A           N/A           N/A

STD(-CDSC)      TOTAL                -1.60% N/A           N/A           N/A           N/A           N/A
                AVG                  -2.38% N/A           N/A           N/A           N/A           N/A

- -               -             -             -             -             -             -             -
Van Kampen Domestic Income
                              INCEPTION:
                                   11/04/87 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               -27.87%       -13.96%         8.94%        -2.98%        -2.98%         0.01%
                AVG                  -2.65%        -1.49%         1.73%        -2.98% N/A           N/A

STD(-CDSC)      TOTAL               -29.95%       -15.72%        17.40%        -3.15% N/A           N/A
                AVG                  -2.89%        -1.70%         3.26%        -3.15% N/A           N/A

- -               -             -             -             -             -             -             -
Van Kampen Emerging Growth
                              INCEPTION:
                                   07/03/95 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL               332.84% N/A           N/A                 101.42%       101.42%        59.99%
                AVG                  38.50% N/A           N/A                 101.42% N/A           N/A

STD(-CDSC)      TOTAL               330.91% N/A           N/A                 101.24% N/A           N/A
                AVG                  38.39% N/A           N/A                 101.24% N/A           N/A

- -               -             -             -             -             -             -             -
Van Kampen Money Market
                              INCEPTION:
                                   04/07/86 TEN YRS       FIVE YRS      ONE YR        YTD           3 MONTHS
NON-STD         TOTAL                68.73%        37.83%        18.34%         2.80%         2.80%         0.87%
                AVG                   3.88%         3.26%         3.42%         2.80% N/A           N/A

STD(-CDSC)      TOTAL                65.69%        35.82%        17.40%         2.63% N/A           N/A
                AVG           N/A                   3.11%         3.26%         2.63% N/A           N/A

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



                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                         ALLSTATE LIFE INSURANCE COMPANY
                                   (DEPOSITOR)

                     ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I
                                  (REGISTRANT)


         Know all men by  these  presents  that  Thomas  J.  Wilson,  II,  whose
signature  appears  below,  constitutes  and appoints  Michael J.  Velotta,  his
attorney-in-fact,  with power of substitution in any and all capacities, to sign
any registration  statements and amendments  thereto for Allstate Life Insurance
Company (Depositor), Allstate Financial Advisors Separate Account I (Registrant)
and related  Contracts  and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said  attorney-in-fact,   or  his
substitute or substitutes, may do or cause to be done by virtue hereof.


                                    April 28, 2000
                                    Date



                                    /s/ Thomas J. Wilson, II
                                    ---------------------
                                    Thomas J. Wilson, II
                                    Director, Chairman of the Board and
President



<PAGE>






                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                         ALLSTATE LIFE INSURANCE COMPANY
                                   (DEPOSITOR)

                     ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I
                                  (REGISTRANT)




Know all men by these presents that T. O'Neal Douglas,  whose signature  appears
below, constitutes and appoints Thomas J. Wilson, II and Michael J. Velotta, and
each of them, his  attorneys-in-fact,  with power of substitution in any and all
capacities,  to sign any  registration  statements  and  amendments  thereto for
Allstate  Life  Insurance  Company  (Depositor),   Allstate  Financial  Advisors
Separate Account I (Registrant) and related Contracts and to file the same, with
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
each of said attorney-in-fact, or his substitute or substitutes, may do or cause
to be done by virtue hereof.


                                       April 28, 2000
                                       Date



                                       /s/  T. O'Neal Douglas
                                       --------------
                                       T. O'Neal Douglas
                                       Director




<PAGE>





                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                         ALLSTATE LIFE INSURANCE COMPANY
                                   (DEPOSITOR)

                     ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I
                                  (REGISTRANT)




         Know all men by these presents that Margaret G. Dyer,  whose  signature
appears  below,  constitutes  and appoints  Thomas J. Wilson,  II and Michael J.
Velotta, and each of them, her attorneys-in-fact,  with power of substitution in
any and all  capacities,  to sign any  registration  statements  and  amendments
thereto for Allstate Life  Insurance  Company  (Depositor),  Allstate  Financial
Advisors  Separate Account I (Registrant) and related  Contracts and to file the
same, with exhibits  thereto and other documents in connection  therewith,  with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorney-in-fact, or her substitute or substitutes, may do or cause
to be done by virtue hereof.


                                 April 28, 2000
                                 Date



                                 /s/  Margaret G. Dyer
                                 ----------------------
                                 Margaret G. Dyer
                                 Director and Senior Vice President



<PAGE>





                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                         ALLSTATE LIFE INSURANCE COMPANY
                                   (DEPOSITOR)

                     ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I
                                  (REGISTRANT)




         Know all men by these  presents  that  John L.  Carl,  whose  signature
appears  below,  constitutes  and appoints  Thomas J. Wilson,  II and Michael J.
Velotta, and each of them, her attorneys-in-fact,  with power of substitution in
any and all  capacities,  to sign any  registration  statements  and  amendments
thereto for Allstate Life  Insurance  Company  (Depositor),  Allstate  Financial
Advisors  Separate Account I (Registrant) and related  Contracts and to file the
same, with exhibits  thereto and other documents in connection  therewith,  with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorney-in-fact, or her substitute or substitutes, may do or cause
to be done by virtue hereof.


                                      April 28, 2000
                                      Date



                                      /s/  John L. Carl
                                      -------------------
                                      John L. Carl
                                      Director





<PAGE>





                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                         ALLSTATE LIFE INSURANCE COMPANY
                                   (DEPOSITOR)

                     ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I
                                  (REGISTRANT)




         Know all men by these presents that Richard P. Cohen,  whose  signature
appears  below,  constitutes  and appoints  Thomas J. Wilson,  II and Michael J.
Velotta, and each of them, her attorneys-in-fact,  with power of substitution in
any and all  capacities,  to sign any  registration  statements  and  amendments
thereto for Allstate Life  Insurance  Company  (Depositor),  Allstate  Financial
Advisors  Separate Account I (Registrant) and related  Contracts and to file the
same, with exhibits  thereto and other documents in connection  therewith,  with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorney-in-fact, or her substitute or substitutes, may do or cause
to be done by virtue hereof.


                                          April 28, 2000
                                          Date



                                          /s/  Richard P. Cohen
                                          ----------------------
                                          Richard P. Cohen
                                          Director





<PAGE>





                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                         ALLSTATE LIFE INSURANCE COMPANY
                                   (DEPOSITOR)

                     ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I
                                  (REGISTRANT)




         Know all men by these  presents that Edward M. Liddy,  whose  signature
appears  below,  constitutes  and appoints  Thomas J. Wilson,  II and Michael J.
Velotta, and each of them, her attorneys-in-fact,  with power of substitution in
any and all  capacities,  to sign any  registration  statements  and  amendments
thereto for Allstate Life  Insurance  Company  (Depositor),  Allstate  Financial
Advisors  Separate Account I (Registrant) and related  Contracts and to file the
same, with exhibits  thereto and other documents in connection  therewith,  with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorney-in-fact, or her substitute or substitutes, may do or cause
to be done by virtue hereof.


                                    April 28, 2000
                                    Date



                                    /s/ Edward M. Liddy
                                    -------------------
                                    Edward M. Liddy
                                    Director





<PAGE>





                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                         ALLSTATE LIFE INSURANCE COMPANY
                                   (DEPOSITOR)

                     ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I
                                  (REGISTRANT)




         Know all men by these presents that J. Kevin McCarthy,  whose signature
appears  below,  constitutes  and appoints  Thomas J. Wilson,  II and Michael J.
Velotta, and each of them, her attorneys-in-fact,  with power of substitution in
any and all  capacities,  to sign any  registration  statements  and  amendments
thereto for Allstate Life  Insurance  Company  (Depositor),  Allstate  Financial
Advisors  Separate Account I (Registrant) and related  Contracts and to file the
same, with exhibits  thereto and other documents in connection  therewith,  with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorney-in-fact, or her substitute or substitutes, may do or cause
to be done by virtue hereof.


                                     April 28, 2000
                                     Date



                                     /s/  J. Kevin McCarthy
                                     J. Kevin McCarthy
                                     Director and Senior Vice President







<PAGE>



                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                         ALLSTATE LIFE INSURANCE COMPANY
                                   (DEPOSITOR)

                     ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I
                                  (REGISTRANT)




         Know all men by these  presents  that Robert W. Pike,  whose  signature
appears  below,  constitutes  and appoints  Thomas J. Wilson,  II and Michael J.
Velotta, and each of them, her attorneys-in-fact,  with power of substitution in
any and all  capacities,  to sign any  registration  statements  and  amendments
thereto for Allstate Life  Insurance  Company  (Depositor),  Allstate  Financial
Advisors  Separate Account I (Registrant) and related  Contracts and to file the
same, with exhibits  thereto and other documents in connection  therewith,  with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorney-in-fact, or her substitute or substitutes, may do or cause
to be done by virtue hereof.


                                       April 28, 2000
                                       Date



                                       /s/  Robert W. Pike
                                       --------------------
                                       Robert W. Pike
                                       Director







<PAGE>



                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                         ALLSTATE LIFE INSURANCE COMPANY
                                   (DEPOSITOR)

                     ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I
                                  (REGISTRANT)




         Know  all men by these  presents  that  Charles  F.  Thalheimer,  whose
signature  appears  below,  constitutes  and appoints  Thomas J. Wilson,  II and
Michael  J.  Velotta,  and each of them,  her  attorneys-in-fact,  with power of
substitution in any and all capacities,  to sign any registration statements and
amendments  thereto for Allstate Life Insurance  Company  (Depositor),  Allstate
Financial  Advisors Separate Account I (Registrant) and related Contracts and to
file  the  same,  with  exhibits  thereto  and  other  documents  in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all  that  each  of  said  attorney-in-fact,  or her  substitute  or
substitutes, may do or cause to be done by virtue hereof.


                                        April 28, 2000
                                        Date



                                        /s/ Charles F. Thalheimer
                                        ---------------------------
                                        Charles F. Thalheimer
                                        Director and Vice President








<PAGE>



                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                         ALLSTATE LIFE INSURANCE COMPANY
                                   (DEPOSITOR)

                     ALLSTATE FINANCIAL ADVISORS SEPARATE ACCOUNT I
                                  (REGISTRANT)




         Know all men by these presents that B. Eugene Wraith,  whose  signature
appears  below,  constitutes  and appoints  Thomas J. Wilson,  II and Michael J.
Velotta, and each of them, her attorneys-in-fact,  with power of substitution in
any and all  capacities,  to sign any  registration  statements  and  amendments
thereto for Allstate Life  Insurance  Company  (Depositor),  Allstate  Financial
Advisors  Separate Account I (Registrant) and related  Contracts and to file the
same, with exhibits  thereto and other documents in connection  therewith,  with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorney-in-fact, or her substitute or substitutes, may do or cause
to be done by virtue hereof.


                                     April 28, 2000
                                     Date



                                     /s/  B. Eugene Wraith
                                     ------------------------
                                     B. Eugene Wraith
                                     Director and Vice President






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