ALLSTATE LIFE INSURANCE CO OF NEW YORK, POS AM, 2000-04-24

ALLSTATE LIFE INSURANCE CO OF NEW YORK
POS AM, 2000-04-24

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 2000
- -------------------------------------------------------------------------------

FILE NO. 333-95703

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
(Exact Name of Registrant)

NEW YORK 36-2608394
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)

P.O. Box 9095
Farmingville, New York 11738-9095
516/451-5300
(Address and Phone Number of Principal Executive Office)

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

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

Approximate date of commencement of proposed sale to the Public: The annuity
contract covered by this registration statement is to be issued promptly and
from time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/
<PAGE>

THE AIM LIFETIME PLUS(sm) VARIABLE ANNUITY

Allstate Life Insurance Company of New York Prospectus dated May 1, 2000
P.O. Box 94038, Palatine, IL 60094-4038
Telephone Number: 1(800)692-4682

Allstate Life Insurance Company of New York ("Allstate New York") has issued the
AIM Lifetime Plus(sm) Variable Annuity, a group flexible premium deferred
variable annuity contract ("Contract"). This prospectus contains information
about the Contract that you should know before investing. Please keep it for
future reference.

The Contract currently offers 18 investment alternatives ("investment
alternatives"). The investment alternatives include the fixed account ("Fixed
Account") and 17 variable sub-accounts ("Variable Sub-Accounts") of the Allstate
Life of New York Separate Account A ("Variable Account"). Each Variable
Sub-Account invests exclusively in shares of one of the following funds
("Funds") of AIM Variable Insurance Funds:

<S> <C>

AIM V.I. Aggressive Growth Fund AIM V.I. Global Utilities Fund
AIM V.I. Balanced Fund AIM V.I. Government Securities Fund
AIM V.I. Blue Chip Fund AIM V.I. Growth Fund
AIM V.I. Capital Appreciation Fund AIM V.I. Growth and Income Fund
AIM V.I. Capital Development Fund AIM V.I. High Yield Fund
AIM V.I. Dent Demographics Trends Fund AIM V.I. International Equity Fund
AIM V.I. Diversified Income Fund AIM V.I. Money Market Fund
AIM V.I. Global Growth and Income Fund AIM V.I. Telecommunications and Technology Fund*
AIM V.I. Value Fund

</TABLE>

* Effective May 1, 2000, the Fund changed its name from AIM V.I.
Telecommunications Fund to AIM V.I. Telecommunications and Technology Fund to
reflect changes in its investment policies. We have made a corresponding change
in the name of the Variable Sub-Account that invests in that Fund.

We (Allstate New York) have filed a 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 C-1 of this prospectus. For a free copy, please write or call us
at the address or telephone number above, or go to the SEC's Web site
(http://www.sec.gov) You can find other information and documents about us,
including documents that are legally part of this prospectus, at the SEC's Web
site.

<TABLE>
<CAPTION>
IMPORTANT
NOTICES

<S> <C>
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.

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

The Contracts are not FDIC insured.

The Contracts are only available in New York.

</TABLE>

<PAGE>

<S> <C> <C>
TABLE OF CONTENTS

Page

Important Terms....................................................
Overview The Contract at a Glance...........................................
How the Contract Works.............................................
Expense Table......................................................
Financial Information..............................................

The Contract.......................................................
Purchases..........................................................
Contract Value.....................................................
Investment Alternatives:
The Variable Sub-Accounts...............................
The Fixed Account.......................................
Transfers...............................................
Contract Features Expenses...........................................................
Access To Your Money...............................................
Income Payments....................................................
Death Benefits.....................................................

More Information:

Allstate New York.......................................
The Variable Account....................................
The Funds...............................................
Other Information The Contract............................................
Qualified Plans.........................................
Legal Matters...........................................
Year 2000
Taxes.............................................................
Annual Reports and Other Documents.................................
Performance Information............................................
Experts............................................................
Appendix A - Accumulation Unit Values. A-1
Appendix B - Market Value Adjustment Examples B-1
Statement of Additional Information Table of Contents C-1
</TABLE>
<PAGE>

IMPORTANT TERMS

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

Page

<S> <C> <C>
Accumulation Phase......................................................
Accumulation Unit.......................................................
Accumulation Unit Value.................................................
Allstate New York ("We")................................................
Anniversary Values......................................................
Annuitant...............................................................
Automatic Additions Program.............................................
Automatic Fund Rebalancing Program......................................
Beneficiary.............................................................
Cancellation Period.....................................................
*Contract...............................................................
Contract Anniversary....................................................
Contract Owner ("You")..................................................
Contract Value..........................................................
Contract Year...........................................................
Death Benefit Anniversary...............................................
Dollar Cost Averaging Program...........................................
Due Proof of Death......................................................
Fixed Account...........................................................
Funds...................................................................
Guarantee Periods.......................................................
Income Plan.............................................................
Investment Alternatives.................................................
Issue Date..............................................................
Market Value Adjustment.................................................
Payout Phase............................................................
Payout Start Date.......................................................
Preferred Withdrawal Amount.............................................
Qualified Contracts.....................................................
SEC.....................................................................
Settlement Value........................................................
Systematic Withdrawal Program...........................................
Treasury Rate...........................................................
Valuation Date..........................................................
Variable Account........................................................
Variable Sub-Account....................................................

</TABLE>

* The AIM Lifetime Plus(sm) Variable Annuity is a group contract, and your
ownership is represented by certificates. References to "Contract" in this
prospectus include certificates, unless the context requires otherwise.

<PAGE>

THE CONTRACT AT A GLANCE

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

<S> <C>
Flexible Payments You can add to your Contract
as often and as much as you like, but
each payment must be at least $500
($100 for automatic purchase payments
to the variable investment options).
You must maintain a minimum account
size of $1,000.

Expenses You will bear the following expenses:

o Total Variable Account annual fees
equal to 1.45% of average daily net
assets
o Annual contract maintenance charge
of $35 (with certain exceptions)
o Withdrawal charges ranging
from 0% to 7% of payment
withdrawn (with certain
exceptions)
o Transfer fee of $10 after 12th
transfer in any Contract Year
(fee currently waived)
o State premium tax (New
York currently does not
impose one).

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

Investment
Alternatives The Contract offers 18
investment alternatives
including:

o the Fixed Account (which credits
interest at rates we guarantee), and
o 17 Variable Sub-Accounts
investing in Funds
offering professional
money management by A I M
Advisors, Inc.

To find out current rates
being paid on the Fixed
Account, or to find out how
the Variable Sub-Accounts
have performed, please call
us at

1-800-692-4682.

Special Services For your
convenience, we offer these
special services:

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

<PAGE>

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

o life income with guaranteed
payments
o a joint and survivor life income
with guaranteed payments
o guaranteed payments for a
specified period (5 to 30 years)

Death Benefits If you die before
the Payout Start Date, we
will pay the death benefit
described in the Contract.

Transfers Before the Payout Start Date, you
may transfer your Contract value
("Contract Value") among the
investment alternatives, with
certain restrictions. Transfers to
the Fixed Account must be at least
$500.

We do not currently impose
a fee upon transfers.
However, we reserve the
right to charge $10 per
transfer after the 12th
transfer in each "Contract
Year," which we measure
from the date we issue
your contract or a
Contract anniversary
("Contract Anniversary").

Withdrawals You may withdraw some or
all of your Contract Value
at anytime during the
Accumulation Phase. Full or
partial withdrawals are available
under limited circumstances on or
after the Payout Start Date.

In general, you must
withdraw at least $50 at a
time ($1,000 for withdrawals
made during the Payout Phase).
A 10% federal tax penalty
may apply if you withdraw
before you are 59-1/2 years
old. A withdrawal charge and
Market Value Adjustment
also may apply.

</TABLE>

<PAGE>

HOW THE CONTRACT WORKS

The Contract basically works in two ways.

First, the Contract can help you (we assume you are the Contract owner) save for
retirement because you can invest in up to 18 investment alternatives and pay no
federal income taxes on any earnings until you withdraw them. You do this during
what we call the "Accumulation Phase" of the Contract. The Accumulation Phase
begins on the date we issue your Contract (we call that date the "Issue Date")
and continues until the Payout Start Date, which is the date we apply your money
to provide income payments. During the Accumulation Phase, you may allocate your
purchase payments to any combination of the Variable Sub-Accounts and/or the
Fixed Account. If you invest in the Fixed Account, you will earn a fixed rate of
interest that we declare periodically. If you invest in any of the Variable
Sub-Accounts, your investment return will vary up or down depending on the
performance of the corresponding Funds.

Second, the Contract can help you plan for retirement because you can use it to
receive retirement income for life and/or for a pre-set number of years, by
selecting one of the income payment options (we call these "Income Plans")
described on page ___. You receive income payments during what we call the
"Payout Phase" of the Contract, which begins on the Payout Start Date and
continues until we make the last payment required by the Income Plan you select.
During the Payout Phase, if you select a fixed income payment option, we
guarantee the amount of your payments, which will remain fixed. If you select a
variable income payment option, based on one or more of the Variable
Sub-Accounts, the amount of your payments will vary up or down depending on the
performance of the corresponding Funds. The amount of money you accumulate under
your Contract during the Accumulation Phase and apply to an Income Plan will
determine the amount of your income payments during the Payout Phase.

The timeline below illustrates how you might use your Contract.

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

--------------------------------------------------------------------------------------------------------------------------->
You save for retirement

| | |
|
You buy You elect to receive income You can receive Or you can
a Contract payments or receive a lump income payments receive income
sum payment for a set period payments for life
</TABLE>

As the Contract owner, you exercise all of the rights and privileges provided by
the Contract. If you die, any surviving Contract owner, or if there is none, the
Beneficiary will exercise the rights and privileges provided by the Contract.
See "The Contract." In addition, if you die before the Payout Start Date, we
will pay a death benefit to any surviving Contract owner or, if none, to your
Beneficiary. See "Death Benefits."

Please call us at 1-800-692-4682 if you have any questions about how the
Contract works.

<PAGE>

EXPENSE TABLE

The table below lists the expenses that you will bear directly or indirectly
when you buy a Contract. The table and the examples that follow do not reflect
premium taxes because New York currently does not impose premium taxes on
annuities. For more information about Variable Account expenses, see "Expenses,"
below. For more information about Fund expenses, please refer to the
accompanying prospectus for the Funds.

CONTRACT OWNER TRANSACTION EXPENSES

Withdrawal Charge (as a percentage of purchase payments)*

Number of Complete Years Since We Received the Purchase

Payment Being Withdrawn: 0 1 2 3 4 5 6 7+

Applicable Charge: 7% 6% 5% 4% 3% 2% 1% 0%

Annual Contract Maintenance Charge................................... $35.00**
Transfer Fee......................................................... $10.00***

* Each Contract Year, you may withdraw up to 10% of purchase payments without
incurring a withdrawal charge or a Market Value Adjustment.

** We will waive this charge in certain cases. See "Expenses."

***Applies solely to the thirteenth and subsequent transfers within a Contract
Year excluding transfers due to dollar cost averaging or automatic fund
rebalancing. We are currently waiving the transfer fee.

<S> <C>
VARIABLE ACCOUNT ANNUAL EXPENSES
(as a percentage of average daily net assets deducted from each Variable Sub-Account)
Mortality and Expense Risk Charge......................................................1.35%
Administrative Expense Charge..........................................................0.10%
Total Variable Account Annual Expenses.................................................1.45%

</TABLE>

<PAGE>

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

Management Other Total Annual
Fund Fee Expenses Fund Expenses

AIM V.I. Aggressive Growth Fund (2) 0.00% 1.19% 1.19%
AIM V.I. Balanced Fund (2) 0.65% 0.56% 1.21%
AIM V.I. Blue Chip Fund 0.75% 0.55% 1.30%
AIM V.I. Capital Appreciation Fund 0.62% 0.11% 0.73%
AIM V.I. Capital Development Fund (2) 0.00% 1.23% 1.23%
AIM V.I. Dent Demographics Trends Fund 0.85% 0.55% 1.40%
AIM V.I. Diversified Income Fund 0.60% 0.23% 0.83%
AIM V.I. Global Growth and Income Fund(2) 0.97% 0.37% 1.34%
AIM V.I. Global Utilities Fund 0.65% 0.49% 1.14%
AIM V.I. Government Securities Fund 0.50% 0.40% 0.90%
AIM V.I. Growth Fund 0.63% 0.10% 0.73%
AIM V.I. Growth and Income Fund 0.61% 0.16% 0.77%
AIM V.I. High Yield Fund(2) 0.35% 0.79% 1.14%
AIM V.I. International Equity Fund 0.75% 0.22% 0.97%
AIM V.I. Money Market Fund 0.40% 0.20% 0.60%
AIM V.I. Telecommunications and Technology Fund 1.00% 0.27% 1.27%
AIM V.I. Value Fund 0.61% 0.15% 0.76%
</TABLE>

(1) Figures shown in the table are for the year ended December 31, 1999, except
for the AIM V.I. Blue Chip, AIM V.I. Dent Demographics Trends, AIM V.I.
Global Growth and Income, and AIM V.I. Telecommunications and Technology
Funds which commenced operations on December 29, 1999, December 29, 1999,
October 15, 1999 and October 15, 1999 respectively. For these Funds, the
management fee, other expenses and total annual fund operating expenses are
based on estimates for the Funds' first full fiscal year.

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

Management Other Total Annual
Fund Fee Expenses Fund Expenses

<S> <C> <C> <C>
AIM V.I. Aggressive Growth Fund 0.80% 1.62% 2.42%
AIM V.I. Balanced Fund 0.75% 0.56% 1.31%
AIM V.I. Capital Development Fund 0.75% 2.67% 3.42%
AIM V.I. Global Growth and Income Fund 1.00% 0.37% 1.37%
AIM V.I. High Yield Fund 0.63% 0.79% 1.42%

</TABLE>

EXAMPLE 1

The example 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, and

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

The example does not include any penalties you may be required to pay if you
surrender your Contract. The example does not include deductions for premium
taxes because New York does not charge premium taxes on annuities.

SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
AIM V.I. Aggressive Growth $94 $158 $223 $421
AIM V.I. Balanced $83 $124 $169 $317
AIM V.I. Blue Chip $83 $124 $168 $316
AIM V.I. Capital Appreciation $77 $107 $139 $259
AIM V.I. Capital Development $105 $187 $270 $504
AIM V.I. Dent Demographics Trends $84 $127 $173 $326
AIM V.I. Diversified Income $78 $110 $144 $269
AIM V.I. Global Growth and Income $84 $126 $172 $323
AIM V.I. Global Utilities $81 $119 $160 $301
AIM V.I. Government Securities $79 $112 $148 $276
AIM V.I. Growth $77 $107 $139 $259
AIM V.I. Growth and Income Fund $77 $108 $141 $263
AIM V.I. High Yield Fund $84 $128 $174 $328
AIM V.I. International Equity Fund $79 $114 $151 $283
AIM V.I. Money Market Fund $76 $103 $132 $245
AIM V.I. Telecommunications and Technology $82 $123 $167 $313
AIM V.I. Value $77 $108 $140 $262

EXAMPLE 2

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

SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
AIM V.I. Aggressive Growth $40 $122 $205 $421
AIM V.I. Balanced $29 $88 $151 $317
AIM V.I. Blue Chip $29 $88 $150 $316
AIM V.I. Capital Appreciation $23 $71 $121 $259
AIM V.I. Capital Development $51 $151 $252 $504
AIM V.I. Dent Demographics Trends $30 $91 $155 $326
AIM V.I. Diversified Income $24 $74 $126 $269
AIM V.I. Global Growth and Income $30 $90 $154 $323
AIM V.I. Global Utilities $27 $83 $142 $301
AIM V.I. Government Securities $25 $76 $130 $276
AIM V.I. Growth $23 $71 $121 $259
AIM V.I. Growth and Income $23 $72 $123 $263
AIM V.I. High Yield $30 $92 $156 $328
AIM V.I. International Equity $25 $78 $133 $283
AIM V.I. Money Market $22 $67 $114 $245
AIM V.I. Telecommunications and Technology $28 $87 $149 $313
AIM V.I. Value $23 $72 $122 $262

</TABLE>

<PAGE>
FINANCIAL INFORMATION

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

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 New York also appear in the
Statement of Additional Information.

<PAGE>

THE CONTRACT

CONTRACT OWNER

The AIM Lifetime Plus(sm) Variable Annuity is a contract between you, the
Contract owner, and Allstate New York, a life insurance company. As the Contract
owner, you may exercise all of the rights and privileges provided to you by the
Contract. That means it is up to you to select or change (to the extent
permitted):

o the investment alternatives during the Accumulation and Payout Phases,

o the amount and timing of your purchase payments and withdrawals,

o the programs you want to use to invest or withdraw money,

o the income payment plan you want to use to receive retirement income,

o the Annuitant (either yourself or someone else) on whose life the income
payments will be based,

o the Beneficiary or Beneficiaries who will receive the benefits that the
Contract provides when the last surviving Contract owner dies, and

o any other rights that the Contract provides.

If you die, any surviving Contract owner or, if none, the Beneficiary may
exercise the rights and privileges provided to them by the Contract.

The Contract cannot be jointly owned by both a non-natural person and a natural
person. The maximum issue age of a Contract owner is age 90.

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

ANNUITANT

The Annuitant is the individual whose life determines the amount and duration of
income payments (other than under Income Plans with guaranteed payments for a
specified period). If the Contract owner is a natural person you may change the
Annuitant prior to the Payout Start Date. In our discretion, we may permit you
to designate a joint Annuitant, who is a second person on whose life income
payments depend, on the Payout Start Date. The maximum issue age of an Annuitant
is age 80.

If the Annuitant dies prior to the Payout Start Date, the new Annuitant will be:

o the youngest Contract owner if living, otherwise
o the youngest Beneficiary.

BENEFICIARY

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

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

<PAGE>

If you did not name a Beneficiary or if the named Beneficiary is no longer
living and there are no other surviving Beneficiaries, the new Beneficiary will
be:

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

If more than one Beneficiary survives you (or the Annuitant if the Contract
owner is not a natural person), we will divide the death benefit among your
Beneficiaries according to your most recent written instructions. If you have
not given us written instructions, we will pay the death benefit in equal
amounts to the surviving Beneficiaries.

MODIFICATION OF THE CONTRACT

Only an Allstate New York officer may approve a change in or waive any provision
of the Contract. Any change or waiver must be in writing. None of our agents has
the authority to change or waive the provisions of the Contract. We may not
change the terms of the Contract without your consent, except to conform the
Contract to applicable law or changes in the law. If a provision of the Contract
is inconsistent with state law, we will follow state law.

ASSIGNMENT

We will not honor an assignment of an interest in a Contract as collateral or
security for a loan. However, you may assign periodic income payments under the
Contract prior to the Payout Start Date. No Beneficiary may assign benefits
under the Contract until they are due. We will not be bound by any assignment
until the assignor signs it and files it with us. We are not responsible for the
validity of any assignment. Federal law prohibits or restricts the assignment of
benefits under many types of retirement plans and the terms of such plans may
themselves contain restrictions on assignments. An assignment may also result in
taxes or tax penalties. You should consult with an attorney before trying to
assign your Contract.

<PAGE>
PURCHASES

MINIMUM PURCHASE PAYMENTS

All additional purchase payments must be $500 or more. You may make purchase
payments at any time prior to the Payout Start Date. We reserve the right to
limit the maximum amount of purchase payments we will accept.

AUTOMATIC ADDITIONS PROGRAM

You may make additional purchase payments of at least $100 ($500 for allocation
to the Fixed Account) by automatically transferring amounts from your bank
account. Please consult with your sales representative for detailed information.

ALLOCATION OF PURCHASE PAYMENTS

All allocations must be in whole percents that total 100% or in whole dollars.
You can change your allocations by notifying us in writing.

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

We will credit additional purchase payments to the Contract at the close of the
business day on which we receive the purchase payment at our service center
located in Northbrook, Illinois (mailing address: P.O. Box 94038, Palatine,
Illinois, 60094-4038; overnight mail: 3100 Sanders Road, Suite J4A, Northbrook,
Illinois, 60062).

We are open for business each day Monday through Friday that the New York Stock
Exchange is open for business. We also refer to these days as "Valuation Dates."
Our business day closes when the New York Stock Exchange closes, usually 4:00
p.m. Eastern Time (3:00 p.m. Central Time). If we receive your purchase payment
after 4:00 p.m. Eastern Time (3:00 p.m. Central Time) on any Valuation Date, we
will credit your purchase payment using the Accumulation Unit Values computed on
the next Valuation Date.

<PAGE>

CONTRACT VALUE

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

ACCUMULATION UNITS

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

ACCUMULATION UNIT VALUE

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

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

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

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

We determine a separate Accumulation Unit Value for each Variable Sub-Account on
each Valuation Date.

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

<PAGE>

INVESTMENT ALTERNATIVES: The Variable Sub-Accounts

You may allocate your purchase payments to up to 17 Variable Sub-Accounts. Each
Variable Sub-Account invests in the shares of a corresponding Fund. Each Fund
has its own investment objective(s) and policies. We briefly describe the Funds
below.

For more complete information about each Fund, including expenses and risks
associated with the Fund, please refer to the accompanying prospectus for the
Fund. You should carefully review the Fund prospectus before allocating amounts
to the Variable Sub-Accounts. A I M Advisors, Inc. serves as the investment
advisor to each Fund.

Fund: Each Fund Seeks:

<S> <C>

AIM V.I. Aggressive Growth Fund* Long-term growth of capital

AIM V.I. Balanced Fund As high a total return as possible, consistent with preservation of
capital

AIM V.I. Blue Chip Fund Long-term growth of capital with a secondary objective of current income

AIM V.I. Capital Appreciation Fund Growth of capital

AIM V.I. Capital Development Fund Long-term growth of capital

AIM V.I. Dent Demographics Trends Fund Long-term growth of capital

AIM V.I. Diversified Income Fund High level of current income

AIM V.I. Global Growth and Income Fund Long-term growth of capital together with current income

AIM V.I. Global Utilities Fund High total return

AIM V.I. Government Securities Fund High level of current income consistent with reasonable concern for
safety of principal

AIM V.I. Growth Fund Growth of capital

AIM V.I. Growth and Income Fund Growth of capital with a secondary objective of current income

AIM V.I. High Yield Fund High level of current income

AIM V.I. International Equity Fund Long-term growth of capital

AIM V.I. Money Market Fund As high a level of current income as is consistent with the preservation
of capital and liquidity

AIM V.I. Telecommunications and Technology Fund Long-term growth of capital

AIM V.I. Value Fund Long-term growth of capital with income as a secondary objective
</TABLE>

A Funds' investment objectives may be changed by the Fund's Board of Trustees
without shareholder approval.

* Due to the sometime limited availability of common stocks of small-cap
companies that meet the investment criteria for AIM V.I. Aggressive Growth Fund,
the Fund may periodically suspend or limit the offering of its shares. The Fund
will be closed to new participants when Fund assets reach $200 million. If the
Fund is closed, Contract owners maintaining an allocation of Contract Value in
that Fund will nevertheless be permitted to allocate additional purchase
payments to the Fund.

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

<PAGE>

INVESTMENT ALTERNATIVES : The Fixed Account

You may allocate all or a portion of your purchase payments to the Fixed
Account. The Fixed Account supports our insurance and annuity obligations. The
Fixed Account consists of our general assets other than those in segregated
asset accounts. We have sole discretion to invest the assets of the Fixed
Account, subject to applicable law. Any money you allocate to the Fixed Account
does not entitle you to share in the investment experience of the Fixed Account.

GUARANTEE PERIODS

Each purchase payment or transfer allocated to the Fixed Account earns interest
at a specified rate that we guarantee for a period of years we call a Guarantee
Period. Guarantee Periods may range from 1 to 10 years. We are currently
offering Guarantee Periods of 1, 3, 5, 7, and 10 years in length. In the future
we may offer Guarantee Periods of different lengths or stop offering some
Guarantee Periods. You select one or more Guarantee Periods for each purchase
payment or transfer. If you do not select the Guarantee Period for a purchase
payment or transfer, we will assign the shortest Guarantee Period available
under the Contract for such payment or transfer.

Each purchase payment or transfer allocated to a Guarantee Period must be at
least $500. We reserve the right to limit the number of additional purchase
payments that you may allocate to the Fixed Account. Please consult with your
sales representative for more information.

INTEREST RATES

We will tell you what interest rates and Guarantee Periods we are offering at a
particular time. We may declare different interest rates for Guarantee Periods
of the same length that begin at different times. We will not change the
interest rate that we credit to a particular allocation until the end of the
relevant Guarantee Period.

We have no specific formula for determining the rate of interest that we will
declare initially or in the future. We will set those interest rates based on
investment returns available at the time of the determination. In addition, we
may consider various other factors in determining interest rates including
regulatory and tax requirements, our sales commission and administrative
expenses, general economic trends, and competitive factors. We 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. For current interest rate
information, please contact your sales representative or Allstate New York at
1-800-692-4682. The interest rate will never be less than the minimum guaranteed
amount stated in the Contract.

HOW WE CREDIT INTEREST

We will credit interest daily to each amount allocated to a Guarantee Period at
a rate that compounds to the effective annual interest rate that we declared at
the beginning of the applicable Guarantee Period. The following example
illustrates how a purchase payment allocated to the Fixed Account would grow,
given an assumed Guarantee Period and effective annual interest rate:

Purchase Payment.......................................$10,000
Guarantee Period 5 years
Annual Interest Rate.................................... 4.50%

END OF CONTRACT YEAR

<S> <C> <C> <C> <C> <C>
YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5

Beginning Contract Value $10,000.00
X (1 + Annual Interest Rate) X 1.045
$10,450.00

Contract Value at end of Contract Year $10,450.00
X (1 + Annual Interest Rate) X 1.045
$10,920.25

Contract Value at end of Contract Year $10,920.25
X (1 + Annual Interest Rate) X 1.045
$11,411.66

<PAGE>

Contract Value at end of Contract Year $11,411.66
X (1 + Annual Interest Rate) X 1.045
$11,925.19

Contract Value at end of Contract Year $11,925.19
X (1 + Annual Interest Rate) X 1.045
$12,461.82

Total Interest Credited During Guarantee Period = $2,461.82 ($12,461.82 -$10,000)
</TABLE>

This example assumes no withdrawals during the entire 5 year Guarantee Period.
If you were to make a withdrawal, you may be required to pay a withdrawal
charge. In addition, the amount withdrawn may be increased or decreased by a
Market Value Adjustment that reflects changes in interest rates since the time
you invested the amount withdrawn. The hypothetical interest rate is for
illustrative purposes only and is not intended to predict future interest rates
to be declared under the Contract. Actual interest rates declared for any given
Guarantee Period may be more or less than shown above but will never be less
than the guaranteed minimum rate stated in the Contract.

RENEWALS

At least 15 but not more than 45 days prior to the end of each Guarantee Period,
we will mail you a notice asking you what to do with your money, including the
accrued interest. During the 30-day period after the end of the Guarantee
Period, you may:

1) take no action. We will automatically apply your money to a new
Guarantee Period of the shortest duration available. The new Guarantee
Period will begin on the day the previous Guarantee Period ends. The new
interest rate will be our then current declared rate for a Guarantee Period
of that length; or

2) instruct us to apply your money to one or more new Guarantee Periods of
your choice. The new Guarantee Period(s) will begin on the day the previous
Guarantee Period ends. The new interest rate will be our then current
declared rate for those Guarantee Periods; or

3) instruct us to transfer all or a portion of your money to one or more
Variable Sub-Accounts. We will effect the transfer on the day we receive
your instructions. We will not adjust the amount transferred to include a
Market Value Adjustment; or

4) withdraw all or a portion of your money. You may be required to pay a
withdrawal charge, but we will not adjust the amount withdrawn to include a
Market Value Adjustment. You may also be required to pay premium taxes and
withholding (if applicable). The amount withdrawn will be deemed to have
been withdrawn on the day the previous Guarantee Period ends. Unless you
specify otherwise, amounts not withdrawn will be applied to a new Guarantee
Period of the shortest duration available. The new Guarantee Period will
begin on the day the previous Guarantee Period ends.

Under our automatic laddering program ("Automatic Laddering Program"), you may
choose, in advance, to use Guarantee Periods of the same length for all
renewals. You can select this Program at any time during the Accumulation Phase,
including on the Issue Date. We will apply renewals to Guarantee Periods of the
selected length until you direct us in writing to stop. We may stop offering
this Program at any time. For additional information on the Automatic Laddering
Program, please call our Customer Service unit at 1-800-692-4682.

<PAGE>
MARKET VALUE ADJUSTMENT

o within the Preferred Withdrawal Amount as described on page __; or

o to satisfy the IRS minimum distribution rules.

We apply the Market Value Adjustment to reflect changes in interest rates from
the time you first allocate money to a Guarantee Period to the time it is
removed from that Guarantee Period. We calculate the Market Value Adjustment by
comparing the Treasury Rate for a period equal to the Guarantee Period at its
inception to the Treasury Rate for a period equal to the time remaining in the
Guarantee Period when you remove your money. "Treasury Rate" means the U.S.
Treasury Note Constant Maturity Yield as reported in Federal Reserve Bulletin
Release H.15.

The Market Value Adjustment may be positive or negative, depending on changes in
interest rates. As such, you bear the investment risk associated with changes in
interest rates. If interest rates increase significantly, the Market Value
Adjustment and any withdrawal charge, premium taxes, and income tax withholding
(if applicable) could reduce the amount you receive upon full withdrawal of your
Contract Value to an amount that is less than the purchase payment plus interest
at the minimum guaranteed interest rate under the Contract.

Generally, if the Treasury Rate at the time you allocate money to a Guarantee
Period is higher than the applicable current Treasury Rate for a period equal to
the time remaining in the Guarantee Period, then the Market Value Adjustment
will result in a higher amount payable to you or transferred. Conversely, if the
Treasury Rate at the time you allocate money to a Guarantee Period is lower than
the applicable Treasury Rate for a period equal to the time remaining in the
Guarantee Period, then the Market Value Adjustment will result in a lower amount
payable to you or transferred.

For example, assume that you purchase a Contract and you select an initial
Guarantee Period of 5 years and the 5 year Treasury Rate for that duration
is 4.50%. Assume that at the end of 3 years, you make a partial withdrawal.
If, at that later time, the current 2 year Treasury Rate is 4.20%, then the
Market Value Adjustment will be positive, which will result in an increase
in the amount payable to you. Conversely, if the current 2 year Treasury
Rate is 4.80%, then the Market Value Adjustment will be negative, which
will result in a decrease in the amount payable to you.

The formula for calculating Market Value Adjustments is set forth in Appendix B
to this prospectus, which also contains additional examples of the application
of the Market Value Adjustment.

<PAGE>
INVESTMENT ALTERNATIVES: Transfers

TRANSFERS DURING THE ACCUMULATION PHASE

During the Accumulation Phase, you may transfer Contract Value among the
investment alternatives at any time. The minimum amount that you may transfer
into a Guarantee Period is $500. You may request transfers in writing on a form
that we provide or by telephone according to the procedure described below. We
currently do not assess, but reserve the right to assess, a $10 charge on each
transfer in excess of 12 per Contract Year. We treat transfers to or from more
than one Fund on the same day as one transfer. Transfers you make as part of an
Automatic Fund Rebalancing Program do not count against the 12 free transfers
per Contract Year.

We will process transfer requests that we receive before 4:00 p.m. Eastern Time
(3:00 p.m. Central Time) on any Valuation Date using the Accumulation Unit
Values for that Date. We will process requests completed after 4:00 p.m. Eastern
Time (3:00 p.m. Central Time) on any Valuation Date using the Accumulation Unit
Values for the next Valuation Date. The Contract permits us to defer transfers
from the Fixed Account for up to 6 months from the date we receive your request.
If we decide to postpone transfers from the Fixed Account for 10 days or more,
we will pay interest as required by applicable law. Any interest would be
payable from the date we receive the transfer request to the date we make the
transfer.

If you transfer an amount from a Guarantee Period other than during the 30 day
period after such Guarantee Period expires, we will increase or decrease the
amount by a Market Value Adjustment. If any transfer reduces your value in such
Guarantee Period to less than $500, we will treat the request as a transfer of
the entire value in such Guarantee Period.

We reserve the right to waive any transfer restrictions.

TRANSFERS DURING THE PAYOUT PHASE

During the Payout Phase, you may make transfers among the Variable Sub-Accounts
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 6 months after the Payout Start
Date. Thereafter, you may make transfers among the Variable Sub-Accounts or make
transfers from the Variable Sub-Accounts to increase the proportion of your
income payments consisting of fixed income payments. Your transfers must be at
least 6 months apart.

TELEPHONE TRANSFERS

You may make transfers by telephone by calling 1-800-692-4682, if you first send
us a completed authorization form. The cut off time for telephone transfer
requests is 4:00 p.m. Eastern Time (3:00 p.m. Central Time). In the event that
the New York Stock Exchange closes early, i.e., before 4:00 p.m. Eastern Time
(3:00 p.m. Central Time), or in the event that the Exchange closes early for a
period of time but then reopens for trading on the same day, we will process
telephone transfer requests as of the close of the Exchange on that particular
day. We will not accept telephone requests received at any telephone number
other than the number that appears in this paragraph or received after the close
of trading on the Exchange.

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

<PAGE>
DOLLAR COST AVERAGING PROGRAM

Through the Dollar Cost Averaging Program, you may automatically transfer a set
amount at regular intervals during the Accumulation Phase from any Variable
Sub-Account, or the 1 year Guarantee Period of the Fixed Account, to any other
Variable Sub-Account. The interval between transfers may be monthly, quarterly,
semi-annually, or annually. Transfers made through dollar cost averaging must be
$50 or more. You may not use dollar cost averaging to transfer amounts to the
Fixed Account.

We will not charge a transfer fee for transfers made under this Program, nor
will such transfers count against the 12 transfers you can make each Contract
Year without paying a transfer fee. In addition, we will not apply the Market
Value Adjustment to these transfers.

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

Call or write us for instructions on how to enroll.

AUTOMATIC FUND REBALANCING PROGRAM

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

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

Example:

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

The Automatic Fund Rebalancing Program is available only during the Accumulation
Phase. The transfers made under the Program do not count towards the 12
transfers you can make without paying a transfer fee, and are not subject to a
transfer fee.

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

<PAGE>
EXPENSES

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

CONTRACT MAINTENANCE CHARGE

During the Accumulation Phase, on each Contract Anniversary, we will deduct a
$35 contract maintenance charge from your Contract Value invested in each
Variable Sub-Account in proportion to the amount invested. We also will deduct a
full contract maintenance charge if you withdraw your entire Contract Value,
unless your Contract qualifies for a waiver, described below. During the Payout
Phase, we will deduct the charge proportionately from each income payment.

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

o total purchase payments equal $50,000 or more, or

o all money is allocated to the Fixed Account on a Contract Anniversary.

MORTALITY AND EXPENSE RISK CHARGE

We deduct a mortality and expense risk charge daily at an annual rate of 1.35%
of the average daily net assets you have invested in the Variable Sub-Accounts.
The mortality and expense risk charge is for all the insurance benefits
available with your Contract (including our guarantee of annuity rates and the
death benefits), for certain expenses of the Contract, and for assuming the risk
(expense risk) that the current charges will be sufficient in the future to
cover the cost of administering the Contract. If the charges under the Contract
are not sufficient, then we will bear the loss.

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

ADMINISTRATIVE EXPENSE CHARGE

We deduct an administrative expense charge daily at an annual rate of 0.10% of
the average daily net assets you have invested in the Variable Sub-Accounts. We
intend this charge to cover actual administrative expenses that exceed the
revenues from the contract maintenance charge. There is no necessary
relationship between the amount of administrative charge imposed on a given
Contract and the amount of expenses that may be attributed to that Contract. We
assess this charge each day during the Accumulation Phase and the Payout Phase.
We guarantee that we will not raise this charge.

TRANSFER FEE

We do not currently impose a fee upon transfers among the investment
alternatives. However, we reserve the right to charge $10 per transfer after the
12th transfer in each Contract Year. We will not charge a transfer fee on
transfers that are part of a Dollar Cost Averaging Program or Automatic Fund
Rebalancing Program.

<PAGE>
WITHDRAWAL CHARGE

We may assess a withdrawal charge of up to 7% of the purchase payment(s) you
withdraw in excess of the Preferred Withdrawal Amount, adjusted by a Market
Value Adjustment. The charge declines annually to 0% after 7 complete years from
the day we receive the purchase payment being withdrawn. A schedule showing how
the charge declines appears on page __. During each Contract Year, you can
withdraw up to 10% of purchase payments without paying the charge. Unused
portions of this 10% "Preferred Withdrawal Amount" are not carried forward to
future Contract Years.

We determine the withdrawal charge by:

o multiplying the percentage corresponding to the number of complete years
since we received the purchase payment being withdrawn by

o the part of each purchase payment withdrawal that is in excess of the
Preferred Withdrawal Amount, adjusted by a Market Value Adjustment.

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

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

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

o the death of the Contract Owner or Annuitant (unless the Settlement Value
is used);

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

o withdrawals made after all purchase payments have been withdrawn.

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

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

We reserve the right to waive the withdrawal charge with respect to Contracts
issued to employees and registered representatives of any broker-dealer that has
entered into a sales agreement with ALFS, Inc. ("ALFS") to sell the Contracts
and all wholesalers and their employees that are under agreement with ALFS to
wholesale the Contract.

PREMIUM TAXES

Currently, we do not make deductions for premium taxes under the Contract
because New York does not charge premium taxes on annuities. We may deduct taxes
that may be imposed in the future from purchase payments or the Contract Value
when the tax is incurred or at a later time.

DEDUCTION FOR VARIABLE ACCOUNT INCOME TAXES

We are not currently making a provision for taxes. In the future, however, we
may make 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 Internal Revenue Code is briefly
described in the Statement of Additional Information.

OTHER EXPENSES

Each Fund deducts advisory fees and other expenses from its assets. You
indirectly bear the charges and expenses of the Funds whose shares are held by
the Variable Sub-Accounts. These fees and expenses are described in the
accompanying prospectus for the Funds. For a summary of these charges and
expenses, see pages ____ above. We may receive compensation from A I M Advisors,
Inc., for administrative services we provide to the Funds.

<PAGE>
ACCESS TO YOUR MONEY

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

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

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

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

In general, you must withdraw at least $50 at a time. You also may withdraw a
lesser amount if you are withdrawing your entire interest in a Variable
Sub-Account.

If you request a total withdrawal, we may require that you return your Contract
to us.

POSTPONEMENT OF PAYMENTS

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

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

2) An emergency exists as defined by the SEC; or

3) The SEC permits delay for your protection.

In addition, we may delay payments or transfers from the Fixed Account for up to
6 months or shorter period if required by law. If we delay payment or transfer
for 10 days or more, we will pay interest as required by law. Any interest would
be payable from the date we receive the withdrawal request to the date we make
the payment or transfer.

SYSTEMATIC WITHDRAWAL PROGRAM

You may choose to receive systematic withdrawal payments on a monthly,
quarterly, semi-annual, or annual basis at any time prior to the Payout Start
Date. The minimum amount of each systematic withdrawal is $50. At our
discretion, systematic withdrawals may not be offered in conjunction with the
Dollar Cost Averaging or the Automatic Fund Rebalancing Programs.

Depending on fluctuations in the value of the Variable Sub-Accounts and the
value of the Fixed Account, systematic withdrawals may reduce or even exhaust
the Contract Value. Income taxes may apply to systematic withdrawals. Please
consult your tax advisor before taking any withdrawal.

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.

MINIMUM CONTRACT VALUE

If your request for a partial withdrawal would reduce the amount in any
Guarantee Period to less than $500, we will treat it as a request to withdraw
the entire amount invested in such Guarantee Period. In addition, if your
request for a partial withdrawal would reduce the Contract Value to less than
$1,000, we may treat it as a request to withdraw your entire Contract Value.
Your Contract will terminate if you withdraw all of your Contract Value. We
will, however, ask you to confirm your withdrawal request before terminating
your Contract. If we terminate your Contract, we will distribute to you its
Contract Value, adjusted by any applicable Market Value Adjustment, less
withdrawal and other charges, and applicable taxes. Your Contract will terminate
if you withdraw all of your Contract Value.

<PAGE>

INCOME PAYMENTS

PAYOUT START DATE

The Payout Start Date is the day that we apply your money to an Income Plan. The
Payout Start Date must be no later than the Annuitant's 90th birthday.

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

INCOME PLANS

An "Income Plan" is a series of payments on a scheduled basis to you or to
another person designated by you. You may choose and change your choice of
Income Plan until 30 days before the Payout Start Date. If you do not select an
Income Plan, we will make income payments in accordance with Income Plan 1 with
guaranteed payments for 10 years. After the Payout Start Date, you may not make
withdrawals (except as described below) or change your choice of Income Plan.

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

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

The three Income Plans are:

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

Income Plan 2 -- Joint and Survivor Life Income with Guaranteed Payments.
Under this plan, we make periodic income payments for at least as long as
either the Annuitant or the joint Annuitant is alive. If both the Annuitant
and the joint Annuitant die before we have made all of the guaranteed
income payments, we will continue to pay the remainder of the guaranteed
income payments as required by the Contract.

Income Plan 3 - Guaranteed Payments for a Specified Period (5 Years to 30
Years). Under this plan, we make periodic income payments for the period
you have chosen. These payments do not depend on the Annuitant's life.
Income payments for less than 120 months may be subject to a withdrawal
charge. We will deduct the mortality and expense risk charge from the
Variable Sub-Account assets that support the variable income payments even
though we may not bear any mortality risk.

The length of any guaranteed payment period under your selected Income Plan
generally will affect the dollar amounts of each income payment. As a general
rule, longer guarantee periods result in lower income payments, all other things
being equal. For example, if you choose an Income Plan with payments that depend
on the life of the Annuitant but with no minimum specified period for guaranteed
payments, the income payments generally will be greater than the income payments
made under the same Income Plan with a minimum specified period for guaranteed
payments.

If you choose Income Plan 1 or 2, or, if available, another Income Plan with
payments that continue for the life of the Annuitant or joint Annuitant, we may
require proof of age and sex of the Annuitant or joint Annuitant before starting
income payments, and proof that the Annuitant or joint Annuitant is alive before
we make each payment. Please note that under such Income Plans, if you elect to
take no minimum guaranteed payments, it is possible that the payee could receive
only 1 income payment if the Annuitant and any joint Annuitant both die before
the second income payment, or only 2 income payments if they die before the
third income payment, and so on.

<PAGE>
Generally, you may not make withdrawals after the Payout Start Date. One
exception to this rule applies if you are receiving variable income payments
that do not depend on the life of the Annuitant (such as under Income Plan 3).
In that case you may terminate all or part of the Variable Account portion of
the income payments at any time and receive a lump sum equal to the present
value of the remaining variable payments associated with the amount withdrawn.
The minimum amount you may withdraw under this feature is $1,000. A withdrawal
charge may apply. We deduct applicable premium taxes from the Contract Value at
the Payout Start Date.

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

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

We will apply your Contract Value, adjusted by a Market Value Adjustment, less
applicable taxes to your Income Plan on the Payout Start Date. If the amount
available to apply under an Income Plan is less than $2,000 or not enough to
provide an initial payment of at least $20, and state law permits, we may:

o pay you the Contract Value, adjusted by any Market Value Adjustment
and less any applicable taxes, in a lump sum instead of the periodic
payments you have chosen; or

o reduce the frequency of your payments so that each payment will be at
least $20.

VARIABLE INCOME PAYMENTS

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

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

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

FIXED INCOME PAYMENTS

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

1) adjusting the portion of the Contract Value in the Fixed Account on the
Payout Start Date by any applicable Market Value Adjustment;

2) deducting any applicable premium tax; and

3) applying the resulting amount to the greater of (a) the appropriate value
from the income payment table in your Contract or (b) such other value as
we are offering at that time.

We may defer making fixed income payments for a period of up to 6 months or such
shorter time as state law may require. If we defer payments for 10 business days
or more, we will pay interest as required by law from the date we receive the
withdrawal request to the date we make payment.

<PAGE>
CERTAIN EMPLOYEE BENEFIT PLANS

The Contracts offered by this prospectus contain income payment tables that
provide for different payments to men and women of the same age. However, we
reserve the right to use income payment tables that do not distinguish on the
basis of sex to the extent permitted by law. In certain employment-related
situations, employers are required by law to use the same income payment tables
for men and women. Accordingly, if the Contract is to be used in connection with
an employment-related retirement or benefit plan, you should consult with legal
counsel as to whether the purchase of a Contract is appropriate. For qualified
plans, where it is appropriate, we may use income payment tables that do not
distinguish on the basis of sex.

DEATH BENEFITS

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

1) any Contract owner dies; or
2) the Annuitant dies, if the Contract owner is not a natural person.

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

DEATH BENEFIT AMOUNT

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

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

2) the Settlement Value (that is, the amount payable on a full withdrawal of
Contract Value) on the date we determine the death benefit; or

3) the Contract Value on the Death Benefit Anniversary immediately preceding
the date we determine the death benefit, adjusted by any purchase payments,
partial withdrawals and charges made since that Death Benefit Anniversary.
A "Death Benefit Anniversary" is every seventh Contract Anniversary
beginning with the Issue Date. For example, the Issue Date, 7th and 14th
Contract Anniversaries are the first three Death Benefit Anniversaries; or

4) the greatest of the Anniversary Values as of the date we determine the
death benefit. An "Anniversary Value" is equal to the Contract Value on a
Contract Anniversary, increased by purchase payments made since that
Anniversary and reduced by the amount of any partial withdrawals since that
anniversary. Anniversary Values will be calculated for each Contract
Anniversary prior to the earlier of:

(i) the date we determine the death benefit; or

(ii) the deceased's 75th birthday or 5 years after the Issue Date, if
later.

We will determine the value of the death benefit as of the end of the Valuation
Date on which we receive a complete request for payment of the death benefit,
which includes Due Proof of Death. If we receive a request after 4:00 p.m.
Eastern Time (3:00 p.m. Central Time) on a Valuation Date, we will process the
request as of the end of the following Valuation Date.

We will not settle any death claim until we receive Due Proof of Death. We will
accept the following documentation as Due Proof of Death:

o a certified copy of a death certificate; or

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

o any other proof acceptable to us.

<PAGE>

DEATH BENEFIT PAYMENTS

A death benefit will be paid:

1) if the Contract owner elects to receive the death benefit distributed in a
single payment within 180 days of the date of death, and

2) if the death benefit is paid as of the day the value of the death benefit is
determined.

Otherwise, the Settlement Value will be paid. We are currently waiving the 180
day limit, but we reserve the right to enforce the limitation in the future. The
Settlement Value paid will be the Settlement Value next computed on or after the
requested distribution date for payment, or on the mandatory distribution date
of 5 years after the date of death. The Contract owner may make a single
withdrawal of any amount within one year of the date of death without incurring
a withdrawal charge. However, any applicable Market Value Adjustment, determined
as of the date of the withdrawal, will apply.

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

If the Contract owner eligible to receive the death benefit is not a natural
person, the Contract owner may elect to receive the distribution upon death in
one or more distributions.

If the Contract owner is a natural person, the Contract owner may elect to
receive the distribution upon death either in one or more distributions, or by
periodic payments through an Income Plan. Payments from the Income Plan must
begin within one year of the date of death and must be payable throughout:

o the life of the Contract owner; or

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

o the life of the Contract owner with payments guaranteed to a period not to
exceed the life expectancy of the Contract owner.

If the surviving spouse of the deceased Contract owner is the new Contract
owner, then the spouse may elect one of the options listed above or may continue
the Contract in the Accumulation Phase as if the death had not occurred. The
Contract may only be continued once. If the Contract is continued in the
Accumulation Phase, the surviving spouse may make a single withdrawal of any
amount within one year of the date of death without incurring a withdrawal
charge. However, any applicable Market Value Adjustment, determined as of the
date of the withdrawal, will apply.

<PAGE>
MORE INFORMATION

ALLSTATE NEW YORK

Allstate New York is the issuer of the Contract. Allstate New York is a stock
life insurance company organized under the laws of the State of New York.
Allstate New York was incorporated in 1967 and was known as "Financial Life
Insurance Company" from 1967 to 1978. From 1978 to 1984, Allstate New York was
known as "PM Life Insurance Company." Since 1984 the company has been known as
"Allstate Life Insurance Company of New York."

Allstate New York is currently licensed to operate in New York. Our home office
is One Allstate Drive, Farmingville, New York 11738. Our service center is
located in Palatine, Illinois.

Allstate New York is a wholly owned subsidiary of Allstate Life Insurance
Company ("Allstate Life"), a stock life insurance company incorporated under the
laws of the State of Illinois. Allstate Life is a wholly owned subsidiary of
Allstate Insurance Company, a stock property-liability insurance company
incorporated under the laws of Illinois. With the exception of the directors
qualifying shares, 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 Allstate New York the financial performance rating of A+(g).
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 New York. These ratings do not reflect the
investment performance of the Variable Account. We may from time to time
advertise these ratings in our sales literature.

THE VARIABLE ACCOUNT

Allstate New York established the Allstate Life of New York Separate Account A
on December 15, 1995. We have registered the Variable Account with the SEC as a
unit investment trust. The SEC does not supervise the management of the Variable
Account or Allstate New York.

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

The Variable Account consists of multiple Variable Sub-Accounts, 17 of which are
available through the Contracts. Each Variable Sub-Account invests in a
corresponding Fund. We may add new Variable Sub-Accounts or eliminate one or
more of them, if we believe marketing, tax, or investment conditions so warrant.
We do not guarantee the investment performance of the Variable Account, its
Sub-Accounts or the Funds. We may use the Variable Account to fund our other
annuity contracts. We will account separately for each type of annuity contract
funded by the Variable Account.

<PAGE>

THE FUNDS

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

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

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

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

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

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

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

<PAGE>

THE CONTRACT

Distribution. ALFS, Inc.* ("ALFS"), located at 3100 Sanders Road, Northbrook,
Illinois 60062, serves as principal underwriter of the Contracts. ALFS is a
wholly owned subsidiary of Allstate Life Insurance Company. ALFS is a registered
broker dealer under the Securities and Exchange Act of 1934, as amended
("Exchange Act"), and is a member of the National Association of Securities
Dealers, Inc.

We will pay commissions to broker-dealers who sell the Contracts. Commissions
paid may vary, but we estimate that the total commissions paid on all Contract
sales will not exceed 8% of any purchase payments. Sometimes, we also pay the
broker-dealer a persistency bonus in addition to the standard commissions. A
persistency bonus is not expected to exceed .56%, on an annual basis, of the
purchase payments considered in connection with the bonus. These commissions are
intended to cover distribution expenses.

Allstate New York does not pay ALFS a commission for distribution of the
Contracts. The underwriting agreement with ALFS provides that we will reimburse
ALFS for any liability to Contract owners arising out of services rendered or
Contracts issued.

Administration. We have primary responsibility for all administration of the
Contracts and the Variable Account. We provide the following administrative
services, among others:

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

We will send you Contract statements and transaction confirmations at least
annually. The annual statement details values and specific Contract data for
each particular Contract. 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 also will provide you with additional periodic and other reports, information
and prospectuses as may be required by federal securities laws.

- ------------
*Effective May 1, 2000, Allstate Life Financial Services, Inc. was renamed ALFS,
Inc.
<PAGE>

QUALIFIED PLANS

If you use the Contract with a qualified plan, the plan may impose different or
additional conditions or limitations on withdrawals, waivers of withdrawal
charges, death benefits, Payout Start Dates, income payments, and other Contract
features. In addition, adverse tax consequences may result if qualified plan
limits on distributions and other conditions are not met. Please consult your
qualified plan administrator for more information.

LEGAL MATTERS

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

YEAR 2000

Allstate New York 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 New York'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 New York
believes that many of its counterparties and suppliers also had potential Year
2000 Issues that could affect Allstate New York. 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 New
York actively working with its major external counterparties and suppliers to
assess their compliance efforts and Allstate New York's exposure to them.
Because of the accuracy of this plan, and its timely completion, Allstate New
York 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.

<PAGE>
TAXES

The following discussion is general and is not intended as tax advice. Allstate
New York makes no guarantee regarding the tax treatment of any Contract or
transaction involving a Contract.

Federal, state, local and other tax consequences of ownership or receipt of
distributions under an annuity contract depend on your individual circumstances.
If you are concerned about any tax consequences with regard to your individual
circumstances, you should consult a competent tax adviser.

Taxation of Annuities in General

Tax Deferral. Generally, you are not taxed on increases in the Contract Value
until a distribution occurs. This rule applies only where:

1) the Contract owner is a natural person,

2) the investments of the Variable Account are "adequately diversified"
according to Treasury Department regulations, and

3) Allstate New York is considered the owner of the Variable Account assets
for federal income tax purposes.

Non-natural Owners. As a general rule, annuity contracts owned by non-natural
persons such as corporations, trusts, or other entities are not treated as
annuity contracts for federal income tax purposes. The income on such contracts
is taxed as ordinary income received or accrued by the owner during the taxable
year. Please see the Statement of Additional Information for a discussion of
several exceptions to the general rule for Contracts owned by non-natural
persons.

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

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

Your rights under the Contract are different than those described by the IRS in
rulings in which it found that contract owners were not owners of 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 New York 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.

<PAGE>

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

"Nonqualified distributions" from Roth IRAs are treated as made from
contributions first and are included in gross income only to the extent that
distributions exceed contributions. "Qualified distributions" from Roth IRAs are
not included in gross income. "Qualified distributions" are any distributions
made more than 5 taxable years after the taxable year of the first contribution
to any Roth IRA and which are:

o made on or after the date the individual attains age 59 1/2,
o made to a beneficiary after the Contract owner's death,
o attributable to the Contract owner being disabled, or
o for a first time home purchase (first time home purchases are subject
to a lifetime limit of $10,000).

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

Taxation of Annuity Payments. Generally, the rule for income taxation of annuity
payments received from a non-Qualified Contract provides for the return of your
investment in the Contract in equal tax-free amounts over the payment period.
The balance of each payment received is taxable. For fixed annuity payments, the
amount excluded from income is determined by multiplying the payment by the
ratio of the investment in the Contract (adjusted for any refund feature or
period certain) to the total expected value of annuity payments for the term of
the contract. If you elect variable annuity payments, the amount excluded from
taxable income is determined by dividing the investment in the Contract by the
total number of expected payments. The annuity payments will be fully taxable
after the total amount of the investment in the Contract is excluded using these
ratios. If you die, and annuity payments cease before the total amount of the
investment in the Contract is recovered, the unrecovered amount will be allowed
as a deduction for your last taxable year.

<PAGE>

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 annuity option, the amounts are taxed in the same
manner as an annuity payment. Please see the Statement of Additional
Information for more detail on distribution at death requirements.

Penalty Tax on Premature Distributions. A 10% penalty tax applies to the taxable
amount of any premature distribution from a non-Qualified Contract. The penalty
tax generally applies to any distribution made prior to the date you attain age
59 1/2. However, no penalty tax is incurred on distributions:

1) made on or after the date the Contract owner attains age 59 1/2;

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

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

4) made under an immediate annuity; or

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

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

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

<PAGE>

TAX QUALIFIED CONTRACTS

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

o Individual Retirement Annuities or Accounts (IRAs) under Section 408
of the Code;
o Roth IRAs under Section 408A of the Code;
o Simplified Employee Pension Plans under Section 408(k) of the Code;
o Savings Incentive Match Plans for Employees (SIMPLE) Plans under
Section 408(p) of the Code;
o Tax Sheltered Annuities under Section 403(b) of the Code;
o Corporate and Self Employed Pension and Profit Sharing Plans; and
o State and Local Government and Tax-Exempt Organization Deferred
Compensation Plans.

The income on qualified plans 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 New York
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, 1998, and all earnings on salary reduction
contributions, may be made only:

1) on or after the date the employee:
o attains age 59 1/2,
o separates from service,
o dies,
o becomes disabled, or

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

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

INCOME TAX WITHHOLDING

Allstate New York is required to withhold federal income tax at a rate of 20% on
all "eligible rollover distributions" unless you elect to make a "direct
rollover" of such amounts to an IRA or eligible retirement plan. Eligible
rollover distributions generally include all distributions from Qualified
Contracts, excluding IRAs, with the exception of:

1) required minimum distributions, or
2) a series of substantially equal periodic
payments made over a period of at least 10 years, or
3) over the life (joint lives) of the participant (and beneficiary).

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

<PAGE>

ANNUAL REPORTS AND OTHER DOCUMENTS

Allstate New York's annual report on Form 10-K for the year ended December 31,
1999 is incorporated herein by reference, which means that it is legally a part
of this prospectus.

After the date of this prospectus and before we terminate the offering of the
securities under this prospectus, all documents or reports we file with the SEC
under the Exchange Act are also incorporated herein by reference, which means
that they also legally become a part of this prospectus.

Statements in this prospectus, or in documents that we file later with the SEC
and that legally become a part of this prospectus, may change or supersede
statements in other documents that are legally part of this prospectus.
Accordingly, only the statement that is changed or replaced will legally be a
part of this prospectus.

We file our Exchange Act documents and reports, including our annual and
quarterly reports on Form 10-K and Form 10-Q electronically on the SEC's "EDGAR"
system using the identifying number CIK No. 0000948255. The SEC maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the SEC. The
address of the site is http://www.sec.gov. You also can view these materials at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. For more information on the operations of SEC's Public Reference Room,
call 1-800-SEC-0330.

If you have received a copy of this prospectus, and would like a free copy of
any document incorporated herein by reference (other than exhibits not
specifically incorporated by reference into the text of such documents), please
write or call us at Customer Service, P.O. Box 94038, Palatine, Illinois
60094-4038 (telephone: 1-800-692-4682).

<PAGE>

PERFORMANCE INFORMATION

We may advertise the performance of the Variable Sub-Accounts, including yield
and total return information. Yield refers to the income generated by an
investment in a Variable Sub-Account over a specified period. Total return
represents the change, over a specified period of time, in the value of an
investment in a Variable Sub-Account after reinvesting all income distributions.

All performance advertisements will include, as applicable, standardized yield
and total return figures that reflect the deduction of insurance charges, the
contract maintenance charge, and withdrawal charge. Performance advertisements
also may include total return figures that reflect the deduction of insurance
charges, but not the contract maintenance or withdrawal charges. The deduction
of such charges would reduce the performance shown. In addition, performance
advertisements may include aggregate, average, year-by-year, or other types of
total return figures.

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

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

EXPERTS

The financial statements and related financial statement schedules of Allstate
New York as of December 31, 1999 and 1998 and for each of the three years in the
period ended December 31, 1999, which are incorporated herein by reference, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, 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, which are incorporated herein
by reference, have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their report, which is incorporated herein by reference, and are
included in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.

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

For the Period January 1* through December 31 1996 1997 1998 1999

AIM V.I. AGGRESSIVE GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period N/A N/A N/A $10.00
Accumulation Unit Value, End of Period N/A N/A N/A $13.988
Number of Units Outstanding, End of Period N/A N/A N/A 12,661

AIM V.I. BALANCED SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period N/A N/A N/A $10.00
Accumulation Unit Value, End of Period N/A N/A N/A $13.162
Number of Units Outstanding, End of Period N/A N/A N/A 6,382

AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $9.855 $11.387 $12.739 $14.979
Accumulation Unit Value, End of Period $11.387 $12.739 $14.979 $21.350
Number of Units Outstanding, End of Period 7,681 161,013 287,336 425,748

AIM V.I. CAPITAL DEVELOPMENT SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period N/A N/A N/A $10.00
Accumulation Unit Value, End of Period N/A N/A N/A $11.655
Number of Units Outstanding, End of Period N/A N/A N/A 3,948

AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.086 $10.934 $11.789 $12.035
Accumulation Unit Value, End of Period $10.934 $11.789 $12.035 $11.630
Number of Units Outstanding, End of Period 4,618 58,958 146,644 227,201

AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.252 $11.276 $13.518 $15.521
Accumulation Unit Value, End of Period $11.276 $13.518 $15.521 $20.432
Number of Units Outstanding, End of Period 0 8,276 25,418 61,408

AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.080 $10.164 $10.834 $11.829
Accumulation Unit Value, End of Period $10.164 $10.834 $11.829 $11.189
Number of Units Outstanding, End of Period 0 39,009 301,983 108,494

AIM V.I. GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $9.892 $11.466 $14.338 $18.954
Accumulation Unit Value, End of Period $11.466 $14.338 $18.954 $25.263
Number of Units Outstanding, End of Period 2,384 97,039 220,831 383,214

AIM V.I. GROWTH AND INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $9.926 $11.699 $14.496 $18.243
Accumulation Unit Value, End of Period $11.699 $14.496 $18.243 $24.138
Number of Units Outstanding, End of Period 5,371 167,625 361,890 645,133

AIM V.I. HIGH YIELD SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period N/A N/A N/A $10.00
Accumulation Unit Value, End of Period N/A N/A N/A $9.957
Number of Units Outstanding, End of Period N/A N/A N/A 1,751

AIM V.I. INTERNATIONAL EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.168 $11.953 $12.598 $14.340
Accumulation Unit Value, End of Period $11.953 $12.598 $14.340 $21.914
Number of Units Outstanding, End of Period 5,404 85,934 136,898 220,690
<PAGE>

AIM V.I. MONEY MARKET SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.023 $10.369 $10.745 $11.126
Accumulation Unit Value, End of Period $10.369 $10.745 $11.126 $11.479
Number of Units Outstanding, End of Period 4,373 42,128 87,010 137,432

AIM V.I. VALUE SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $9.800 $11.090 $13.520 $17.644
Accumulation Unit Value, End of Period $11.090 $13.520 $17.644 $22.589
Number of Units Outstanding, End of Period 5,921 180,440 405,246 987,077

</TABLE>

*The inception date of the following Variable Sub-Accounts is October 14, 1996:
AIM V.I. Capital Appreciation, AIM V.I. Diversified Income, AIM V.I. Global
Utilities, AIM V.I. Government Securities, AIM V.I. Growth, AIM V.I. Growth and
Income, AIM V.I. International Equity, AIM V.I. Money Market, AIM V.I. Value.
The inception date of the AIM V.I. Aggressive Growth, AIM V.I. Balanced, AIM
V.I. Capital Development and AIM V.I. High Yield Variable Sub-Accounts is
October 25, 1999. No Accumulation Unit data is shown for the AIM V.I. Blue Chip,
AIM V.I. Dent Demographics Trends, AIM V.I. Global Growth and Income and AIM
V.I. Telecommunications and Technology Variable Sub-Accounts which commenced
operations on January 3, 2000. 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>

APPENDIX B

MARKET VALUE ADJUSTMENT

The Market Value Adjustment is based on the following:

I = the Treasury Rate for a maturity equal to the applicable Guarantee
Period for the week preceding the establishment of the Guarantee Period.

N = the number of whole and partial years from the date we receive the
withdrawal, transfer or death benefit request, or from the Payout Start
Date to the end of the Guarantee Period.

J = the Treasury Rate for a maturity of length N for the week preceding the
receipt of the withdrawal, transfer, death benefit, or income payment
request. If a note with a maturity of length N is not available, a weighted
average will be used. If N is one year or less, J will be the 1-year
Treasury Rate.

Treasury Rate means the U.S. Treasury Note Constant Maturity yield as
reported in Federal Reserve Bulletin Release
H.15.

The Market Value Adjustment factor is determined from the following formula:

.9 X (I - J) X N

To determine the Market Value Adjustment, we will multiply the Market Value
Adjustment factor by the amount transferred, withdrawn (in excess of the
Preferred Withdrawal Amount), paid as a death benefit, or applied to an Income
Plan, from a Guarantee Period at any time other than during the 30 day period
after such Guarantee Period expires.

<PAGE>

EXAMPLES OF MARKET VALUE ADJUSTMENT

Purchase Payment: $10,000 allocated to a Guarantee Period
Guarantee Period: 5 years
Guaranteed Interest Rate: 4.50%
5 Year Treasury Rate at the time the
Guarantee Period is established: 4.50%
Full Surrender: End of Contract Year 3

NOTE: These examples assume that premium taxes are not applicable.
<TABLE>
<CAPTION>

EXAMPLE 1: (Assumes declining interest rates)

<S> <C> <C> <C> <C> <C>
Step 1. Calculate Contract Value at End of Contract Year 3: $10,000.00 X (1.045)3 = $11,411.66

Step 2. Calculate the Preferred Withdrawal Amount: .10 X $10,000.00 = $1,000.00

Step 3. Calculate the Market Value Adjustment: I = 4.5%
J = 4.2%

730 days

N = 365 days = 2

Market Value Adjustment Factor: .9 X (I-J) X N

= .9 X (.045 - .042) X (730/365) = .0054

Market Value Adjustment
= Market Value Adjustment
Factor X Amount Subject
to Market Value Adjustment:

= .0054 X ($11,411.66-$1,000.00) = $56.22

Step 4. Calculate the Withdrawal Charge: .05 X ($10,000.00 - $1,000.00 + $56.22) =452.81

Step 5. Calculate the amount received by Customers as a
result of full withdrawal at the end of Contract Year 3: $11,411.66 - $452.81 + $56.22 = $11,015.07

<PAGE>

EXAMPLE 2: (Assumes rising interest rates)

Step 1. Calculate Contract Value at End of Contract Year 3: $10,000.00 X (1.045)3 = $11,411.66

Step 2. Calculate the Preferred Withdrawal Amount: .10 X ($10,000.00) = $1,000.00

Step 3. Calculate the Market Value Adjustment: I = 4.5%
J = 4.8%

730 days

N = 365 days = 2

Market Value Adjustment Factor: .9 X (I-J) X N

= .9 X (.045 - .048) X (730/365) = -.0054

Market Value Adjustment = Market Value Adjustment
Factor X Amount Subject to Market Value Adjustment

-.0054 X ($11,411.66 - $1,000) = - $56.22

Step 4. Calculate the Withdrawal Charge:
.05 x ($10,000 - $1.000 - $56.22) = $447.19
Step 5. Calculate the amount received by customers as a
result of full withdrawal at the end of Contract Year 3: $11,411.66 - $447.19 - $56.22 = $10,908.25

</TABLE>
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS

<S> <C>
Description Page

Additions, Deletions or Substitutions of Investments
The Contract
Purchase of Contracts
Tax-free Exchanges (1035 Exchanges, Rollovers
and Transfers)
Performance Information
Calculation of Accumulation Unit Values
Calculation of Variable Income Payments
General Matters
Incontestability
Settlements
Safekeeping of the Variable Account's Assets
Premium Taxes
Tax Reserves
Federal Tax Matters
Qualified Plans
Experts
Financial Statements

</TABLE>

<PAGE>

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

[back cover]
<PAGE>

THE AIM LIFETIME PLUS(SM) II VARIABLE ANNUITY

Allstate Life Insurance Company of New York Prospectus dated May 1, 2000
P.O. Box 94038, Palatine, IL 60094-4038
Telephone Number: 1 (800) 692-4682

Allstate Life Insurance Company of New York ("Allstate New York") is offering
the AIM Lifetime Plus(SM) II Variable Annuity, a group flexible premium deferred
variable annuity contract ("Contract"). This prospectus contains information
about the Contract that you should know before investing. Please keep it for
future reference.

The Contract currently offers 19 investment alternatives ("investment
alternatives"). The investment alternatives include 2 fixed account options
("Fixed Account Options") and 17 variable sub-accounts ("Variable Sub-Accounts")
of the Allstate Life of New York Separate Account A ("Variable Account"). Each
Variable Sub-Account invests exclusively in shares of one of the following funds
("Funds") of AIM Variable Insurance Funds:

<S> <C>

We (Allstate New York) have filed a 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 __ of this prospectus. For a free copy, please write or call us
at the address or telephone number above, or go to the SEC's Web site
(http:\\www.sec.gov). You can find other information and documents about us,
including documents that are legally part of this prospectus, at the SEC's Web
site (http:\\www.sec.gov).

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.

The Contracts may be distributed through broker-dealers
IMPORTANT that have relationships with banks or other financial
NOTICES 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.

The Contracts are only available in New York.

</TABLE>

<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S> <C> <C> <C>
Page

Important Terms
Overview The Contract at a Glance
How the Contract Works
Expense Table
Financial Information
The Contract
Purchases.
Contract Features Contract Value
Investment Alternatives
The Variable Sub-Accounts
The Fixed Account Options
Transfers
Expenses
Access To Your Money
Income Payments
Death Benefits
More Information:
Allstate New York
The Variable Account
The Funds
Other Information The Contract
Qualified Plans
Legal Matters
Year 2000
Taxes
Annual Reports and Other Documents
Performance Information
Experts
Appendix A -- Market Value Adjustment Examples
Appendix B - Withdrawal Adjustment Example
Statement of Additional Information Table of Contents

</TABLE>

<PAGE>
IMPORTANT TERMS

Page

Accumulation Phase
Accumulation Unit
Accumulation Unit Value
Allstate New York ("We")
Anniversary Values
Annuitant
Automatic Additions Program
Automatic Fund Rebalancing Program
Beneficiary
Cancellation Period
*Contract
Contract Anniversary
Contract Owner ("You")
Contract Value
Contract Year
Death Benefit Anniversary
Dollar Cost Averaging Option
Dollar Cost Averaging Program
Due Proof of Death
Enhanced Death Benefit Option
Fixed Account Options
Funds
Guarantee Periods
Income Plan
Investment Alternatives
Issue Date
Market Value Adjustment
Payout Phase
Payout Start Date
Preferred Withdrawal Amount
Qualified Contracts
Right to Cancel
SEC
Settlement Value
Systematic Withdrawal Program
Treasury Rate
Valuation Date
Variable Account
Variable Sub-Account

* The AIM Lifetime Plus(SM) II Variable Annuity is a group contract and your
ownership is represented by certificates. References to "Contract" in this
prospectus include certificates, unless the context requires otherwise.

<PAGE>

THE CONTRACT AT A GLANCE

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

<S> <C>
Flexible Payments You can purchase a Contract with an initial purchase payment of
$5,000 ($2,000 for "Qualified Contracts," which are Contracts
issued with qualified plans). You can add to your Contract as
often and as much as you like, but each payment must be at
least $500 ($100 for automatic purchase payments to the variable
investment options). You must maintain a minimum account
size of $1,000.

Right to Cancel You may cancel your Contract within 10 days
after receipt ("Cancellation Period").
Upon cancellation, as permitted by
federal or state law, we will
return your purchase payments
adjusted to reflect the investment
experience of any amounts allocated
to the Variable Account.

Expenses You will bear the following expenses:

o Total Variable Account annual
fees equal to 1.10% of average
daily net Assets (1.30% if you
select the Enhanced Death
Benefit Option)
o Annual contract maintenance charge of $35
(with certain exceptions)
o Withdrawal charges ranging from
0% to 7% of payment withdrawn
(with certain exceptions)
o Transfer fee of $10 after 12th transfer
in any Contract Year (fee currently
waived)
o State premium tax (New York
currently does not impose one).

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

Investment
Alternatives The Contract offers 19 investment
alternatives including:

o 2 Fixed Account Options (which credit
interest at rates we guarantee), and
o 17 Variable Sub-Accounts
investing in Funds offering
professional money management by
A I M Advisors, Inc.

To find out current rates being
paid on the Fixed Account Options,
or to find out how the Variable
Sub-Accounts have performed, please
call us at 1-800-692-4682.

<PAGE>

Special Services For your convenience, we
offer these special services:

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

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

o life income with guaranteed payments
o a joint and survivor life income with
guaranteed payments
o guaranteed payments for a specified
period (5 to 30 years)

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

Transfers Before the Payout Start Date, you
may transfer your Contract value
("Contract Value") among the
investment alternatives, with
certain restrictions.

We do not currently impose a fee
upon transfers. However, we
reserve the right to charge $10
per transfer after the 12th
transfer in each "Contract year,"
which we measure from the date we
issue your contract or a Contract
anniversary ("Contract Anniversary").
<PAGE>

Withdrawals You may withdraw some or all of
your Contract Value at anytime
during the Accumulation Phase. Full
or partial withdrawals are available
under limited circmatances on or after
the Payout Start Date.

In general, you must withdraw at
least $50 at a time. ($1,000
for withdrawals made during the
Payout Phase). A 10% federal tax
penalty may apply if you withdraw
before you are 591/2 years old.
A withdrawal charge and Market Value
Adjustment also may apply.

</TABLE>

<PAGE>

HOW THE CONTRACT WORKS

The Contract basically works in two ways.

First, the Contract can help you (we assume you are the Contract owner) save for
retirement because you can invest in up to 19 investment alternatives and pay no
federal income taxes on any earnings until you withdraw them. You do this during
what we call the "Accumulation Phase" of the Contract. The Accumulation Phase
begins on the date we issue your Contract (we call that date the "Issue Date")
and continues until the Payout Start Date, which is the date we apply your money
to provide income payments. During the Accumulation Phase, you may allocate your
purchase payments to any combination of the Variable Sub-Accounts and/or Fixed
Account Options. If you invest in the Fixed Account Options, you will earn a
fixed rate of interest that we declare periodically. If you invest in any of the
Variable Sub-Accounts, your investment return will vary up or down depending on
the performance of the corresponding Funds.

Second, the Contract can help you plan for retirement because you can use it to
receive retirement income for life and/or for a pre-set number of years, by
selecting one of the income payment options (we call these "Income Plans")
described on page __. You receive income payments during what we call the
"Payout Phase" of the Contract, which begins on the Payout Start Date and
continues until we make the last payment required by the Income Plan you select.
During the Payout Phase, if you select a fixed income payment option, we
guarantee the amount of your payments, which will remain fixed. If you select a
variable income payment option, based on one or more of the Variable
Sub-Accounts, the amount of your payments will vary up or down depending on the
performance of the corresponding Funds. The amount of money you accumulate under
your Contract during the Accumulation Phase and apply to an Income Plan will
determine the amount of your income payments during the Payout Phase.

The timeline below illustrates how you might use your Contract.

Issue Payout Start
Date Accumulation Phase Date Payout Phase
- ----------------------------------------------------------------------------------------------------------------------------->
You save for retirement
| | | |

You buy You elect to receive income You can receive Or you can
a Contract payments or receive a lump income payments receive income
sum payment for a set period payments for life
</TABLE>

Please call us at 1-800-692-4682 if you have any question about how the Contract
works.

<PAGE>

EXPENSE TABLE

CONTRACT OWNER TRANSACTION EXPENSES

Withdrawal Charge (as a percentage of purchase payments)*

Number of Complete Years Since We Received the Purchase

Payment Being Withdrawn: 0 1 2 3 4 5 6 7+

Applicable Charge: 7% 6% 5% 4% 3% 2% 1% 0%

Annual Contract Maintenance Charge...................................$35.00**
Transfer Fee........................................................ $10.00***

* Each Contract Year, you may withdraw up to 15% of the Contract Value as
of the beginning of the Contract Year without incurring a withdrawal charge
or Market Value Adjustment.

** We will waive this charge in certain cases. See "Expenses."

***Applies solely to the thirteenth and subsequent transfers within a
Contract Year excluding transfers due to dollar cost averaging or automatic
fund rebalancing. We are currently waiving the transfer fee.

VARIABLE ACCOUNT ANNUAL EXPENSES
(as a percentage of average daily net assets deducted from each
Variable Sub-Account)
Mortality and Expense Risk Charge........................................1.00%*
Administrative Expense Charge.............................................0.10%
Total Variable Account Annual Expenses....................................1.10%

* If you select the Enhanced Death Benefit Option, the mortality and expense
risk charge is 1.20%.

<PAGE>

FUND ANNUAL EXPENSES (after Voluntary Reductions and Reimbursements) (as a
percentage of Portfolio average daily net assets)(1)

Management Total Annual
Fund Fees Other Expenses Fund Expenses
<S> <C> <C> <C> <C>

(1) Figures shown in the table are for the year ended December 31, 1999, except
for the AIM V.I. Blue Chip, Dent Demographics Trends, Global Growth and
Income, and Telecommunications and Technology Funds which commenced
operations on December 29, 1999, December 29, 1999, October 15, 1999 and
October 15, 1999 respectively. For these funds, the management fee, other
expenses and total annual fund operating expenses are based on estimates
for the Funds' first full fiscal year.

Management Total Annual
Fund Fees Other Expenses Fund Expenses

AIM V.I. Aggressive Growth Fund 0.80% 1.62% 2.42%
AIM V.I. Balanced Fund 0.75% 0.56% 1.31%
AIM V.I. Capital Development Fund 0.75% 2.67% 3.42%
AIM V.I. Global Growth and Income Fund 1.00% 0.37% 1.37%
AIM V.I. High Yield Fund 0.63% 0.79% 1.42%

</TABLE>

EXAMPLE 1

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

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

o earned a 5% annual return on your investment,

o surrendered your Contract, or you 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 Option.

The example does not include any tax penalties you may be required to pay if you
surrender your Contract. This example does not include deductions for premium
taxes because New York does not charge premium taxes on annuities.

<S> <C> <C> <C> <C>
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEAR 10 YEAR

AIM V.I. Aggressive Growth $ 98 $161 $225 $407
AIM V.I. Balanced $ 87 $129 $171 $303
AIM V.I. Blue Chip $ 87 $129 $171 $302
AIM V.I. Capital Appreciation $ 81 $112 $143 $243
AIM V.I. Capital Development $108 $190 $271 $492
AIM V.I. Dent Demographics Trends $ 88 $132 $177 $313
AIM V.I. Diversified Income $ 82 $115 $148 $254
AIM V.I. Global Growth and Income $ 87 $131 $174 $309
AIM V.I. Global Utilities $ 85 $124 $163 $285
AIM V.I. Government Securities $ 83 $117 $151 $261
AIM V.I. Growth $ 81 $112 $143 $243
AIM V.I. Growth and Income $ 81 $113 $145 $247
AIM V.I. High Yield $ 88 $133 $177 $313
AIM V.I. International Equity $ 83 $119 $155 $268
AIM V.I. Money Market $ 80 $108 $136 $229
AIM V.I. Telecommunications and Technology $ 86 $128 $170 $299
AIM V.I. Value $ 81 $113 $144 $246
</TABLE>

EXAMPLE 2

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

<S> <C> <C> <C> <C>
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS

AIM V.I. Aggressive Growth $39 $117 $198 $407
AIM V.I. Balanced $27 $ 84 $143 $303
AIM V.I. Blue Chip $27 $ 84 $142 $302
AIM V.I. Capital Appreciation $21 $ 66 $113 $243
AIM V.I. Capital Development $49 $147 $245 $492
AIM V.I. Dent Demographics Trends $28 $ 87 $148 $313
AIM V.I. Diversified Income $22 $ 69 $118 $254
AIM V.I. Global Growth and Income $28 $ 86 $146 $309
AIM V.I. Global Utilities $26 $ 79 $134 $285
AIM V.I. Government Securities $23 $ 71 $122 $261
AIM V.I. Growth $21 $ 66 $113 $243
AIM V.I. Growth and Income $22 $ 67 $115 $247
AIM V.I. High Yield $28 $ 87 $149 $313
AIM V.I. International Equity $24 $ 73 $126 $268
AIM V.I. Money Market $20 $ 62 $106 $229
AIM V.I. Telecommunications and Technology $27 $ 83 $141 $299
AIM V.I. Value $22 $ 67 $115 $246

</TABLE>

Please remember that you are looking at examples and not a representation of
past or future expenses. Your actual expenses may be lower or greater than those
shown above. Similarly, your rate of return may be lower or greater than 5%,
which is not guaranteed. The above examples assume the election of the Enhanced
Death Benefit Option, with a mortality and expense risk charge of 1.20%. If that
option was not elected, the expense figures shown above would be slightly lower.
To reflect the contract maintenance charge in the examples, we estimated an
equivalent percentage charge, based on an assumed average Contract size of
$50,000.

<PAGE>

FINANCIAL INFORMATION

No Accumulation Unit Values are shown for the Contracts, which were first
offered as of January 17, 2000. The financial statements of the Variable Account
and Allstate New York appear in the Statement of Additional Information.

<PAGE>

THE CONTRACT

CONTRACT OWNER

The AIM Lifetime Plus(SM) II Variable Annuity is a contract between you, the
Contract owner, and Allstate New York, a life insurance company. As the Contract
owner, you may exercise all of the rights and privileges provided to you by the
Contract. That means it is up to you to select or change (to the extent
permitted):

o the investment alternatives during the Accumulation and Payout Phases,

o the amount and timing of your purchase payments and withdrawals,

o the programs you want to use to invest or withdraw money,

o the income payment plan you want to use to receive retirement income,

o the Annuitant (either yourself or someone else) on whose life the income
payments will be based,

o the Beneficiary or Beneficiaries who will receive the benefits that the
Contract provides when the last surviving Contract owner dies, and

o any other rights that the Contract provides.

If you die, any surviving Contract owner or, if none, the Beneficiary may
exercise the rights and privileges provided to them by the Contract.

The Contract cannot be jointly owned by both a non-natural person and a natural
person. The maximum issue age of any Contract owner is age 90.

ANNUITANT

The Annuitant is the individual whose life determines the amount and duration of
income payments (other than under Income Plans with guaranteed payments for a
specified period). You initially designate an Annuitant in your application. If
the Contract owner is a natural person you may change the Annuitant prior to the
Payout Start Date. In our discretion , we may permit you to designate a joint
Annuitant, who is a second person on whose life income payments depend, on the
Payout Start Date. The maximum issue age of any Annuitant is age 80.

If the Annuitant dies prior to the Payout Start Date, the new Annuitant will be:

o the youngest Contract owner, if living, otherwise
o the youngest Beneficiary.

BENEFICIARY

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

If you do not name a Beneficiary or if the named Beneficiary is no longer living
and there are no other surviving Beneficiaries, the new Beneficiary will be:

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

MODIFICATION OF THE CONTRACT

ASSIGNMENT

<PAGE>

PURCHASES

MINIMUM PURCHASE PAYMENTS

Your initial purchase payment must be at least $5,000 ($2,000 for a Qualified
Contract). All subsequent purchase payments must be $500 or more. The maximum
purchase payment is $1,000,000 without prior approval. We reserve the right to
reduce the minimum purchase payment. You may make purchase payments at any time
prior to the Payout Start Date. We reserve the right to reject any application.

AUTOMATIC ADDITIONS PROGRAM

You may make subsequent purchase payments of at least $100 ($500 for allocation
to the Fixed Account Options) by automatically transferring amounts from your
bank account. Please consult with your sales representative for detailed
information.

ALLOCATION OF PURCHASE PAYMENTS

At the time you apply for a Contract, you must decide how to allocate your
purchase payments among the investment alternatives. The allocation you specify
on your application will be effective immediately. All allocations must be in
whole percents that total 100% or in whole dollars. You can change your
allocations by notifying us in writing. We reserve the right to limit the
availability of the investment alternatives.

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

We will credit the initial purchase payment that accompanies your completed
application to your Contract within 2 business days after we receive the payment
at our servicing center. If your application is incomplete, we will ask you to
complete your application within 5 business days. If you do so, we will credit
your initial purchase payment to your Contract within that 5 business day
period. If you do not, we will return your purchase payment at the end of the 5
business day period unless you expressly allow us to hold it until you complete
the application. We will credit subsequent purchase payments to the Contract at
the close of the business day on which we receive the purchase payment at our
service center located in Northbrook, Illinois (mailing address: P.O. Box 94038,
Palatine, Illinois, 60094-4038; overnight mail: 3100 Sanders Road, Suite J4A,
Northbrook, Illinois, 60062).

RIGHT TO CANCEL

You may cancel the Contract by returning it to us within the Cancellation
Period, which is the 10 day period after you receive the Contract (60 days if
you are exchanging another contract for the Contract described in this
prospectus). You may return it by delivering it or mailing it to us. If you
exercise this "Right to Cancel," the Contract terminates and we will pay you the
full amount of your purchase payments allocated to the Fixed Account Options.
Upon cancellation, as permitted by federal or state law, we will return your
purchase payments allocated to the Variable Account after an adjustment to
reflect investment gain or loss that occurred from the date of allocation
through the date of cancellation. If your Contract is qualified under Section
408 of the Internal Revenue Code, we will refund the greater of any purchase
payments or the Contract Value.

<PAGE>
CONTRACT VALUE

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

ACCUMULATION UNITS

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

ACCUMULATION UNIT VALUE

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

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

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

We determine a separate Accumulation Unit Value for each Variable Sub-Account on
each Valuation Date. We also determine a separate set of Accumulation Unit
Values reflecting the cost of the Enhanced Death Benefit Option described on
page __ below.

<PAGE>
INVESTMENT ALTERNATIVES: The Variable Sub-Accounts

For more complete information about each Fund, including expenses and risks
associated with the Fund, please refer to the accompanying prospectus for the
Fund. You should carefully review the Fund prospectuses before allocating
amounts to the Variable Sub-Accounts. A I M Advisors, Inc. serves as the
investment advisor to each Fund.

<TABLE>
<CAPTION>
<S> <C>
Fund: Each Fund Seeks:*

AIM V.I. Aggressive Growth Fund** Long-term growth of capital

AIM V.I. Balanced Fund As high a total return as possible, consistent with preservation of
capital

AIM V.I. Blue Chip Fund Long-term growth of capital with a secondary objective of current income

AIM V.I. Capital Appreciation Fund Growth of capital

AIM V.I. Capital Development Fund Long-term growth of capital

AIM V.I. Dent Demographics Trends Fund Long-term growth of capital

AIM V.I. Diversified Income Fund High level of current income

AIM V.I. Global Growth and Income Fund Long-term growth of capital together with current income

AIM V.I. Global Utilities Fund High total return

AIM V.I. Government Securities Fund High level of current income consistent with reasonable concern for
safety of principal

AIM V.I. Growth Fund Growth of capital

AIM V.I. Growth and Income Fund Growth of capital with a secondary objective of current income

AIM V.I. High Yield Fund High level of current income

AIM V.I. International Equity Fund Long-term growth of capital

AIM V.I. Money Market Fund As high a level of current income as is consistent with the preservation
of capital and liquidity

AIM V.I. Telecommunications and Long-term growth of capital
Technology Fund

AIM V.I. Value Fund Long-term growth of capital with income as a secondary objective
</TABLE>

* A Fund's investment objectives may be changed by the Fund's Board of
Trustees without shareholder approval.

** Due to the sometime limited availability of common stocks of small-cap
companies that meet the investment criteria for AIM V.I. Aggressive Growth
Fund, the Fund may periodically suspend or limit the offering of its
shares. The Fund will be closed to new participants when Fund assets reach
$200 million. If the Fund is closed, Contract owners maintaining an
allocation of Contract Value in that Fund will nevertheless be permitted to
allocate additional purchase payments to the Fund.

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

DOLLAR COST AVERAGING OPTION

You may establish a Dollar Cost Averaging Program, as described on page __, by
allocating purchase payments to the Dollar Cost Averaging Option. Purchase
payments that you allocate to the Dollar Cost Averaging Option will earn
interest for up to a 1 year period at the current rate in effect at the time of
allocation. We will credit interest daily at a rate that will compound over the
year to the annual interest rate we guaranteed at the time of allocation. You
may transfer each purchase payment and associated interest out of the Dollar
Cost Averaging Option to the other investment alternatives in up to twelve equal
monthly installments. At the end of 12 months from the date of a purchase
payment allocation to the Dollar Cost Averaging Account, any remaining portion
of the purchase payment and interest in the Dollar Cost Averaging Account will
be allocated to other investment alternatives as defined by the current Dollar
Cost Averaging Account allocation. You may not transfer funds from other
investment alternatives to the Dollar Cost Averaging Option.

The interest rates we credit for the Dollar Cost Averaging Option will never be
less than 3% annually.

Transfers out of the Dollar Cost Averaging Option do not count towards the 12
transfers you can make without paying a transfer fee.

We may declare different interest rates for different amounts allocated to the
Dollar Cost Averaging Option depending on when they were allocated. For current
interest rate information, please contact your Financial Advisor or our Customer
Service unit at 1-800-692-4682.

GUARANTEE PERIODS

Each payment or transfer allocated to a Guarantee Period earns interest at a
specified rate that we guarantee for a period of years. Guarantee Periods may
range from 1 to 10 years. We are currently offering Guarantee Periods of 1, 3,
5, 7, and 10 years in length. In the future we may offer Guarantee Periods of
different lengths or stop offering some Guarantee Periods. You select one or
more Guarantee Periods for each purchase payment or transfer. If you do not
select the Guarantee Period for a purchase payment or transfer, we will assign
the shortest Guarantee Period available under the Contract for such payment or
transfer.

We reserve the right to limit the number of additional purchase payments that
you may allocate to this Option. Please consult with your sales representative
for more information.

Interest Rates

How We Credit Interest

We will credit interest daily to each amount allocated to a Guarantee Period at
a rate that compounds to the effective annual interest rate that we declared at
the beginning of the applicable Guarantee Period. The following example
illustrates how a purchase payment allocated to a Guarantee Period would grow,
given an assumed Guarantee Period and effective annual interest rate:

Purchase Payment..................................$10,000
Guarantee Period 5 years
Annual Interest Rate............................... 4.50%
<TABLE>
<CAPTION>

END OF CONTRACT YEAR

<S> <C> <C> <C> <C> <C>
YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
------ ------ ------ ------ ------

Beginning Contract Value $10,000.00
X (1 + Annual Interest Rate) X 1.045
$10,450.00

Contract Value at end of Contract Year $10,450.00
X (1 + Annual Interest Rate) X 1.045
$10,920.25

Contract Value at end of Contract Year $10,920.25
X (1 + Annual Interest Rate) X 1.045
$11,411.66

Contract Value at end of Contract Year $11,411.66
X (1 + Annual Interest Rate) X 1.045
$11,925.19

Contract Value at end of Contract Year $11,925.19
X (1 + Annual Interest Rate) X 1.045
$12,461.82

Total Interest Credited During Guarantee Period = $2,461.82 ($12,461.82 -$10,000)
</TABLE>

Renewals

1) take no action. We will automatically apply your money to a new Guarantee
Period of the shortest duration available. The new Guarantee Period will
begin on the day the previous Guarantee Period ends. The new interest rate
will be our then current declared rate for a Guarantee Period of that
length; or

Market Value Adjustment

All withdrawals in excess of the Preferred Withdrawal Amount, transfers, and
amounts applied to an Income Plan from a Guarantee Period, other than those
taken during the 30 day period after such Guarantee Period expires, are subject
to a Market Value Adjustment. A positive Market Value Adjustment also may apply
upon payment of a death benefit from amounts currently invested in a Guarantee
Period (unless paid or applied during the 30 day period after such Guarantee
Period expires). We will not apply a Market Value Adjustment to a transfer you
make as part of a Dollar Cost Averaging Program. We also will not apply a Market
Value Adjustment to a withdrawal you make:

o within the Preferred Withdrawal Amount as described on page __, or

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

For example, assume that you purchase a Contract and you select an
initial Guarantee Period of 5 years and the 5 year Treasury Rate for
that duration is 4.50%. Assume that at the end of 3 years, you make a
partial withdrawal. If, at that later time, the current 2 year Treasury
Rate is 4.20%, then the Market Value Adjustment will be positive, which
will result in an increase in the amount payable to you. Conversely, if
the current 2 year Treasury Rate is 4.80%, then the Market Value
Adjustment will be negative, which will result in a decrease in the
amount payable to you.

The formula for calculating Market Value Adjustments is set forth in Appendix A
to this prospectus, which also contains additional examples of the application
of the Market Value Adjustment.

<PAGE>
INVESTMENT ALTERNATIVES: Transfers

TRANSFERS DURING THE ACCUMULATION PHASE

During the Accumulation Phase, you may transfer Contract Value among the
investment alternatives. You may not transfer Contract Value into the Dollar
Cost Averaging Option. You may request transfers in writing on a form that we
provided or by telephone according to the procedure described below. We
currently do not assess, but reserve the right to assess, a $10 charge on each
transfer in excess of 12 per Contract Year. We treat transfers to or from more
than one Fund on the same day as one transfer. Transfers you make as part of a
Dollar Cost Averaging Program or Automatic Fund Rebalancing Program do not count
against the 12 free transfers per Contract Year.

We will process transfer requests that we receive before 4:00 p.m. Eastern Time
(3:00 p.m. Central Time) on any Valuation Date using the Accumulation Unit
Values for that Date. We will process requests completed after 4:00 p.m. Eastern
Time on any Valuation Date using the Accumulation Unit Values for the next
Valuation Date. The Contract permits us to defer transfers from the Fixed
Account for up to 6 months from the date we receive your request. If we decide
to postpone transfers from the Fixed Account Options for 10 days or more, we
will pay interest as required by applicable law. Any interest would be payable
from the date we receive the transfer request to the date we make the transfer.

If you transfer an amount from a Guarantee Period other than during the 30 day
period after such Guarantee Period expires, we will increase or decrease the
amount by a Market Value Adjustment.

We reserve the right to waive any transfer restrictions.

TRANSFERS DURING THE PAYOUT PHASE

TELEPHONE TRANSFERS

You may make transfers by telephone by calling 1-800-692-4682, if you first send
us a completed authorization form. The cut off time for telephone transfer
requests is 4:00 p.m. Eastern Time (3:00 p.m. Central Time). In the event that
the New York Stock Exchange closes early, i.e., before 4:00 p.m. Eastern Time,
or in the event that the Exchange closes early for a period of time but then
reopens for trading on the same day, we will process telephone transfer requests
as of the close of the Exchange on that particular day. We will not accept
telephone requests received at any telephone number other than the number that
appears in this paragraph or received after the close of trading on the
Exchange.

We may suspend, modify or terminate the telephone transfer privilege at any time
without notice.

DOLLAR COST AVERAGING PROGRAM

Through the Dollar Cost Averaging Program, you may automatically transfer a set
amount at regular intervals during the Accumulation Phase from any Variable
Sub-Account, the Dollar Cost Averaging Option, or the 3, 5, 7 or 10 year
Guarantee Periods, to any Variable Sub-Account. The interval between transfers
may be monthly, quarterly, semi-annually, or annually. Transfers made through
dollar cost averaging must be $50 or more. You may not use dollar cost averaging
to transfer amounts into the Dollar Cost Averaging Option.

Call or write us for instructions on how to enroll.

AUTOMATIC FUND REBALANCING PROGRAM

<PAGE>
We will rebalance your account each quarter according to your instructions. We
will transfer amounts among the Variable Sub-Accounts to achieve the percentage
allocations you specify. You can change your allocations at any time by
contacting us in writing or by telephone. The new allocation will be effective
with the first rebalancing that occurs after we receive your request. We are not
responsible for rebalancing that occurs prior to receipt of your request.

Example:

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

<PAGE>

EXPENSES

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

CONTRACT MAINTENANCE CHARGE

o total purchase payments equal $50,000 or more, or

o all money is allocated to the Fixed Account Options, as of the Contract
Anniversary.

After the Payout Start Date, we will waive this charge if:

o as of the Payout Start Date, total purchase payments are $50,000 or more, or

o all income payments are fixed amount income payments.

MORTALITY AND EXPENSE RISK CHARGE

We deduct a mortality and expense risk charge daily at an annual rate of 1.00%
of the average daily net assets you have invested in the Variable Sub-Accounts
(1.20% if you select the Enhanced Death Benefit Option). The mortality and
expense risk charge is for all the insurance benefits available with your
Contract (including our guarantee of annuity rates and the death benefits), for
certain expenses of the Contract, and for assuming the risk (expense risk) that
the current charges will be sufficient in the future to cover the cost of
administering the Contract. If the charges under the Contract are not
sufficient, then we will bear the loss. We charge an additional .20% for the
Enhanced Death Benefit Option to compensate us for the additional risk that we
accept by providing the rider.

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

ADMINISTRATIVE EXPENSE CHARGE

TRANSFER FEE

WITHDRAWAL CHARGE

We may assess a withdrawal charge of up to 7% of the purchase payment(s) you
withdraw in excess of the Preferred Withdrawal Amount, adjusted by a Market
Value Adjustment. The charge declines annually to 0% after 7 complete years from
the day we receive the purchase payment being withdrawn. A schedule showing how
the charge declines appears on page __. During each Contract Year, you can
withdraw up to 15% of the Contract Value as of the beginning of that Contract
Year without paying the charge. Unused portions of this 15% "Preferred
Withdrawal Amount" are not carried forward to future Contract Years.

We determine the withdrawal charge by:

o multiplying the percentage corresponding to the number of complete years
since we received the purchase payment being withdrawn, times

o the part of each purchase payment withdrawal that is in excess of the
Preferred Withdrawal Amount, adjusted by a Market Value Adjustment.

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

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

o the death of the Contract owner or Annuitant (unless the Settlement Value
is used);

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

o withdrawals made after all purchase payments have been withdrawn.

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

PREMIUM TAXES

DEDUCTION FOR VARIABLE ACCOUNT INCOME TAXES

OTHER EXPENSES

Each Fund deducts advisory fees and other expenses from its assets. You
indirectly bear the charges and expenses of the Funds whose shares are held by
the Variable Sub-Accounts. These fees and expenses are described in the
accompanying prospectus for the Funds. For a summary of these charges and
expenses, see pages ___ above. We may receive compensation from A I M Advisors,
Inc., for administrative services we provide to the Funds.

<PAGE>

ACCESS TO YOUR MONEY

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

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

In general, you must withdraw at least $50 at a time. You also may withdraw a
lesser amount if you are withdrawing your entire interest in a Variable
Sub-Account.

If you request a total withdrawal, we may require that you return your Contract
to us.

POSTPONEMENT OF PAYMENTS

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

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

2) An emergency exists as defined by the SEC; or

3) The SEC permits delay for your protection.

In addition, we may delay payments or transfers from the Fixed Account Options
for up to 6 months or shorter period if required by law. If we delay payment or
transfer for 10 days or more, we will pay interest as required by law. Any
interest would be payable from the date we receive the withdrawal request to the
date we make the payment or transfer.

SYSTEMATIC WITHDRAWAL PROGRAM

You may choose to receive systematic withdrawal payments on a monthly,
quarterly, semi-annual, or annual basis at any time prior to the Payout Start
Date. The minimum amount of each systematic withdrawal is $50. Systematic
Withdrawals are not available from the Dollar Cost Averaging Option. At our
discretion, systematic withdrawals may not be offered in conjunction with the
Dollar Cost Averaging Program or the Automatic Fund Rebalancing Program.

Depending on fluctuations in the net asset value of the Variable Sub-Accounts
and the value of the Fixed Account Options, systematic withdrawals may reduce or
even exhaust the Contract Value. Income taxes may apply to systematic
withdrawals. Please consult your tax advisor before taking any withdrawal.

MINIMUM CONTRACT VALUE

If your request for a partial withdrawal would reduce the amount in any
Guarantee Period to less than $500, we will treat it as a request to withdraw
the entire amount invested in such Guarantee Period. If your request for a
partial withdrawal would reduce the Contract Value to less than $1,000, we may
treat it as a request to withdraw your entire Contract Value. Your Contract will
terminate if you withdraw all of your Contract Value. We will, however, ask you
to confirm your withdrawal request before terminating your Contract. If we
terminate your Contract, we will distribute to you its Contract Value, adjusted
by any applicable Market Value Adjustment, less withdrawal and other charges,
and applicable taxes.

<PAGE>

INCOME PAYMENTS

PAYOUT START DATE

The Payout Start Date is the day that we apply your money to an Income Plan. The
Payout Start Date must be no later than the Annuitant's 90th birthday.

INCOME PLANS

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

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

The three Income Plans are:

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

Income Plan 2 - Joint and Survivor Life Income with Guaranteed Payments.
Under this plan, we make periodic income payments for at least as long as
either the Annuitant or the joint Annuitant is alive. If both the Annuitant
and the joint Annuitant die before we have made all of the guaranteed
income payments, we will continue to pay the remainder of the guaranteed
income payments as required by the Contract.

Income Plan 3 - Guaranteed Payments for a Specified Period (5 Years to 30
Years). Under this plan, we make periodic income payments for the period
you have chosen. These payments do not depend on the Annuitant's life.
Income payments for less than 120 months may be subject to a withdrawal
charge. We will deduct the mortality and expense risk charge from the
Variable Sub-account assets that support variable income payments even
though we may not bear any mortality risk.

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

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

We will apply your Contract Value, adjusted by a Market Value Adjustment, less
applicable taxes to your Income Plan on the Payout Start Date. If the Contract
owner has not made any purchase payments for at least 3 years preceding the
Payout Start Date, and either the Contract Value is less than $2,000 or not
enough to provide an initial payment of at least $20, and state law permits, we
may:

o terminate the Contract and pay you the Contract Value, adjusted by any
Market Value Adjustment and less any applicable taxes, in a lump sum
instead of the periodic payments you have chosen, or

o reduce the frequency of your payments so that each payment will be at least
$20.

VARIABLE INCOME PAYMENTS

FIXED INCOME PAYMENTS

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

1) adjusting the portion of the Contract Value in any Fixed Account
Option on the Payout Start Date by any applicable Market Value
Adjustment;

2) deducting any applicable premium tax; and

3) applying the resulting amount to the greater of (a) the appropriate
value from the income payment table in your Contract or (b) such other
value as we are offering at that time.

CERTAIN EMPLOYEE BENEFIT PLANS

<PAGE>

DEATH BENEFITS

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

1) any Contract owner dies or,

2) the Annuitant dies, if the Contract owner is not a natural person.

A request for payment of the death benefit must include "Due Proof of Death." We
will accept the following documentation as Due Proof of Death:

o a certified copy of a death certificate,
o a certified copy of a decree of a court of competent jurisdiction
as to the finding of death, or
o any other proof acceptable to us.

DEATH BENEFIT AMOUNT

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

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

2) the Settlement Value (that is, the amount payable on a full withdrawal
of Contract Value) on the date we determine the death benefit, or

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

4) the Contract Value calculated on each Death Benefit Anniversary prior to
the date we determine the death benefit, increased by purchase payments
made since that Death Benefit Anniversary and reduced by a withdrawal
adjustment as defined below.

When a death benefit is paid, only a positive aggregate Market Value Adjustment
amount, if any, is applied to the account value attributable to amounts
withdrawn from Guarantee Period(s).

A "Death Benefit Anniversary" is every seventh Contract Anniversary during the
Accumulation Phase. For example, the 7th, 14th, and 21st Contract Anniversaries
are the first three Death Benefit Anniversaries.

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

(a) is the withdrawal amount;

(b) is the Contract Value immediately prior to the withdrawal; and

We will determine the value of the death benefit as of the end of the Valuation
Date on which we receive a complete request for payment of the death benefit. If
we receive a request after 4:00 p.m. Eastern Time (3:00 p.m. Central Time) on a
Valuation Date, we will process the request as of the end of the following
Valuation Date.

ENHANCED DEATH BENEFIT OPTION

The Enhanced Death Benefit Option, is an optional benefit that you may select.
This Option is only available if the oldest Contract owner is between the ages
of 0 and 80 on the Issue Date. If the Contract owner is a living individual, the
Enhanced Death Benefit applies only for the death of the Contract owner. If the
Contract owner is not a living individual, the enhanced death benefit applies
only for the death of the Annuitant. The Enhanced Death Benefit Option is not
available to the surviving spouse of a deceased Contract owner who elects to
continue the Contract in the Accumulation Phase. See "Death Benefit Payments,"
below. For Contracts with the Enhanced Death Benefit Rider, the death benefit
will be the greatest of (1) through (4) above, or (5) the Enhanced Death
Benefit, described below. When a death benefit is paid, only a positive
aggregate Market Value Adjustment amount, if any, is applied to the account
value attributable to amounts withdrawn from Guaranteed Period(s).

The Enhanced Death Benefit will never be greater than the maximum death benefit
allowed by any state nonforfeiture laws which govern the Contract.

Enhanced Death Benefit. The Enhanced Death Benefit on the Issue Date is equal to
the initial purchase payment. On each Contract Anniversary, we will recalculate
your Enhanced Death Benefit to equal the greater of your Contract Value on that
date, or the most recently calculated Enhanced Death Benefit. We also will
recalculate your Enhanced Death Benefit whenever you make an additional purchase
payment or a partial withdrawal. Additional purchase payments will increase the
Enhanced Death Benefit dollar-for-dollar. Withdrawals will reduce the Enhanced
Death Benefit by an amount equal to a withdrawal adjustment computed in the
manner described above under "Death Benefit Amount." In the absence of any
withdrawals or purchase payments, the Enhanced Death Benefit will be the
greatest of all Contract Anniversary Contract Values on or before the date we
calculate the death benefit.

We will calculate Anniversary Values for each Contract Anniversary until the
oldest Contract owner's, or Annuitant's if the Contract owner is not a natural
person, 85th birthday. After age 85, we will recalculate the Enhanced Death
Benefit only for purchase payments and withdrawals. The Enhanced Death Benefit
will never be greater than the maximum death benefit allowed by any
non-forfeiture laws which govern the Contract.

DEATH BENEFIT PAYMENTS

A death benefit will be paid:

1) if the Contract owner elects to receive the death benefit within 180 days of
the date of death, and

2) if the death benefit is paid as of the day the value of the death benefit is
determined.

Otherwise, the Settlement Value will be paid. The Contract owner may make a
single withdrawal of any amount within one year of the date of death without
incurring a withdrawal charge. Any applicable positive aggregate Market Value
Adjustment, determined as of the date of the withdrawal, will apply. We reserve
the right to extend the 180 day period when we will pay the death benefit. The
Settlement Value paid will be the Settlement Value next computed on or after the
requested distribution date for payment, or on the mandatory distribution date
of 5 years after the date of death.

If the Contract owner eligible to receive the death benefit is not a natural
person, the Contract owner may elect to receive the distribution upon death in
one or more distributions.

If the Contract owner is a natural person, the Contract owner may elect to
receive the death benefit either in one or more distributions, or by periodic
payments through an Income Plan. Payments from the Income Plan must begin within
one year of the date of death and must be payable throughout:

o the life of the Contract owner; or

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

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

If the surviving spouse of the deceased Contract owner is the new Contract
owner, then the spouse may elect one of the options listed above or may continue
the Contract in the Accumulation Phase as if the death had not occurred.
However, the surviving spouse may not continue the Contract under the Enhanced
Death Benefit Option. Thus, if the Enhanced Death Benefit Option had been
selected and the surviving spouse elects to continue the Contract in the
Accumulation Phase, then the annualized Mortality and Expense Risk Charge of
1.20% will be reduced to 1.00%. The effective date of this change will be the
date we determine the value of the Death Benefit. The Contract may only be
continued once. If the Contract is continued in the Accumulation Phase, the
surviving spouse may make a single withdrawal of any amount within one year of
the date of death without incurring a withdrawal charge. Any applicable positive
aggregate Market Value Adjustment, determined as of the date of the withdrawal,
will apply. On the day the Contract is continued, the Contract Value will be the
death benefit at the end of the Valuation Date after we receive due proof of
death. Prior to the Payout Start Date, the death benefit of the continued
Contract will be the greater of:

(a) the sum of all purchase payments reduced by a withdrawal adjustment, as
defined in the death benefit provision, or

(b) the Contract Value on the date we determine the death benefit.

<PAGE>

MORE INFORMATION

ALLSTATE NEW YORK

Allstate New York is currently licensed to operate in New York. Our home office
is One Allstate Drive, Farmingville, New York 11738. Our service center located
in Northbrook, Illinois.

THE VARIABLE ACCOUNT

THE FUNDS

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

THE CONTRACT

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

We will pay commissions to broker-dealers who sell the Contracts. Commissions
paid may vary, but we estimate that the total commissions paid on all Contract
sales will not exceed 8% of any purchase payments. Sometimes, we also pay the
broker-dealer a persistency bonus in addition to the standard commissions. A
persistency bonus is not expected to exceed 1.2%, on an annual basis, of the
purchase payments considered in connection with the bonus. These commissions are
intended to cover distribution expenses. Contracts may be sold by
representatives or employees of banks which may be acting as broker-dealers
without separate registration under the Exchange Act, pursuant to legal and
regulatory exceptions.

Administration. We have primary responsibility for all administration of the
Contracts and the Variable Account. We provide the following administrative
services, among others:

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

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

<PAGE>

QUALIFIED PLANS

LEGAL MATTERS

YEAR 2000

<PAGE>

TAXES

The following discussion is general and is not intended as tax advice. Allstate
New York makes no guarantee regarding the tax treatment of any Contract or
transaction involving a Contract.

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 New York is considered the owner of the Variable
Account assets for federal income tax purposes.

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

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

o attributable to the Contract owner being disabled, or

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

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

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

1) made on or after the date the Contract owner attains age 59 1/2;

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

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

4) made under an immediate annuity; or

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

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

TAX QUALIFIED CONTRACTS

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.

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

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

o Roth IRAs under Section 408A of the Code;

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

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

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

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

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

Allstate New York 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:

1) on or after the date the employee

o attains age 59 1/2,
o separates from service,
o dies,
o becomes disabled, or

2) 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 New York is
directed to transfer some or all of the Contract Value to another 403(b) plan.

INCOME TAX WITHHOLDING

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).

<PAGE>

ANNUAL REPORTS AND OTHER DOCUMENTS

Allstate New York's annual report on Form 10-K for the year ended December 31,
1999 is incorporated herein by reference, which means that it is legally a part
of this prospectus.

<PAGE>

PERFORMANCE INFORMATION

EXPERTS

<PAGE>
APPENDIX A

MARKET VALUE ADJUSTMENT EXAMPLES

The Market Value Adjustment is based on the following:

I = the Treasury Rate for a maturity equal to the applicable Guarantee
Period for the week preceding the establishment of the Guarantee
Period.

N = the number of whole and partial years from the date we receive the
withdrawal, transfer or death benefit request, or from the Payout Start
Date to the end of the Guarantee Period.

J = the Treasury Rate for a maturity of length N for the week preceding
the receipt of the withdrawal, transfer, death benefit, or income
payment request. If a note with a maturity of length N is not
available, a weighted average will be used. If N is one year or less, J
will be the 1-year Treasury Rate.

Treasury Rate means the U.S. Treasury Note Constant Maturity yield as
reported in Federal Reserve Bulletin Release H.15.

The Market Value Adjustment factor is determined from the following formula:

.9 X (I - J) X N

<PAGE>

EXAMPLES OF MARKET VALUE ADJUSTMENT

<S> <C>
Purchase Payment: $10,000 allocated to a Guarantee Period
Guarantee Period: 5 years
Guaranteed Interest Rate: 4.50%
5 Year Treasury Rate at the time the
Guarantee Period is established: 4.50%
Full Surrender: End of Contract Year 3

NOTE: These examples assume that premium taxes are not applicable.

EXAMPLE 1: (Assumes declining interest rates)

Step 1. Calculate Contract Value at End of Contract Year 3: $10,000.00 X (1.045)3 = $11,411.66

Step 2. Calculate the Preferred Withdrawal Amount: .15 X $10,000.00 x (1.45)2 = $1,638.04

Step 3. Calculate the Market Value Adjustment: I = 4.5%
J = 4.2%

730 days
--------

N = 365 days = 2

Market Value Adjustment Factor: .9 X (I-J) X N

= .9 X (.045 - .042) X (730/365) = .0054

Market Value
Adjustment =
Market Value
Adjustment
Factor X
Amount Subject
to Market
Value
Adjustment:

= .0054 X ($11,411.66 - $1,638.04) = $52.78

Step 4. Calculate the Withdrawal Charge: .05 X ($10,000.00 - $1,638.04 + $52.78) = $420.74

Step 5. Calculate the amount received by Customers as a
result of full withdrawal at the end of Contract Year 3: $11,411.66 - $420.74 + 52.78 = $11,043.70

</TABLE>

<PAGE>

EXAMPLE 2: (Assumes rising interest rates)

<S> <C>
Step 1. Calculate Contract Value at End of Contract Year 3: $10,000.00 X (1.045)3 = $11,411.66

Step 2. Calculate the Preferred Withdrawal Amount: .15 X $10,000.00 X (1.045)2 = $1,638.04

Step 3. Calculate the Market Value Adjustment: I = 4.5%
J = 4.8%

730 days
--------

N = 365 days = 2

Market Value Adjustment Factor: .9 X (I-J) X N

= .9 X (.045 - .048) X (730/365) = -.0054

Market Value Adjustment = Market Value Adjustment Factor
X Amount Subject to Market
Value Adjustment

-.0054 X ($11,411.66 - $1,683.04) = - $52.78

Step 4. Calculate the Withdrawal Charge: -.05 X ($10,000.00 - $1,683.04 - $52.78) = $415.46

Step 5. Calculate the amount received by customers as a
result of full withdrawal at the end of Contract Year 3: $11,411.66 - $415.46 - $52.78 = $10,943.42

</TABLE>

<PAGE>

APPENDIX B
WITHDRAWAL ADJUSTMENT EXAMPLE

Issue Date: January 1, 1999

Initial Purchase Payment: $50,000
<TABLE>
<CAPTION>

Death Benefit Amount

Contract Contract Death
Value Before Transaction Value Benefit Greatest
Occurrence Amount After Anniversary Anniversary
Date Type of Occurrence Occurrence Value Value

<S> <C> <C> <C> <C> <C> <C>
1/1/99 Issue Date - $50,000 $50,000 $50,000 $50,000
1/1/00 Contract Anniversary $55,000 - $55,000 $50,000 $55,000
7/1/00 Partial Withdrawal $60,000 $15,000 $45,000 $37,500 $41,250

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

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

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

This example represents the proportional reduction applicable in all contracts.
</TABLE>

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS

Description Page

Additions, Deletions or Substitutions of Investments
The Contract
Purchase of Contracts
Tax-free Exchanges (1035 Exchanges, Rollovers and Transfers)
Performance Information
Calculation of Accumulation Unit Values
Calculation of Variable Income Payments
General Matters
Incontestability
Settlements
Safekeeping of the Variable Account's Assets
Premium Taxes
Tax Reserves
Federal Tax Matters
Qualified Plans
Experts
Financial Statements

[back cover]

<PAGE>
ALLSTATE CUSTOM PORTFOLIO VARIABLE ANNUITY

Allstate Life Insurance Company Prospectus dated May 1, 2000
of New York
P.O. Box 94038, Palatine, IL 60094-4038
Telephone Number: 1-800-692-4682

Allstate Life Insurance Company of New York ("Allstate New York") is offering
the Allstate Custom Portfolio Variable Annuity, a group flexible premium
deferred variable annuity contract ("Contract"). This prospectus contains
information about the Contract that you should know before investing. Please
keep it for future reference.

The Contract currently offers 29 investment alternatives ("investment
alternatives"). The investment alternatives include the fixed account ("Fixed
Account") and 28 variable sub-accounts ("Variable Sub-Accounts") of the Allstate
Life of New York Separate Account A ("Variable Account"). Each Variable
Sub-Account invests exclusively in shares of one of the following mutual fund
portfolios ("Portfolios"):

<S> <C>
AIM Variable Insurance Funds: Oppenheimer Variable Account Funds:
AIM V.I. Balanced Fund Oppenheimer Aggressive Growth Fund/VA
AIM V.I. Capital Appreciation Fund Oppenheimer Main Street Growth & Income Fund/VA
AIM V.I. Government Securities Fund Oppenheimer Strategic Bond Fund/VA
AIM V.I. Growth Fund The Dreyfus Socially Responsible Growth Fund, Inc.:
AIM V.I. High Yield Fund Dreyfus Socially Responsible Growth Fund
AIM V.I. International Equity Fund Dreyfus Stock Index Fund, Inc.:
AIM V.I. Value Fund Dreyfus Stock Index Fund
Fidelity Variable Insurance Products Fund (VIP): Dreyfus Variable Investment Fund:
Fidelity VIP Contrafund Portfolio Dreyfus VIF Appreciation Portfolio
Fidelity VIP Equity-Income Portfolio Wells Fargo Variable Trust:
Fidelity VIP Growth Portfolio Wells Fargo VT Asset Allocation Fund
Fidelity VIP Growth Opportunities Portfolio Wells Fargo VT Equity Income Fund
Fidelity VIP Overseas Portfolio Wells Fargo VT Growth Fund
Franklin Templeton Variable Insurance Products Trust: Delaware Group Premium Fund, Inc.:
Templeton Asset Strategy Fund - Class 2 Delaware GP Small Cap Value Series
Templeton International Securities Fund - Class 2 Delaware GP Trend Series

HSBC Variable Insurance Funds:
HSBC VI Cash Management Fund
HSBC VI Fixed Income Fund
HSBC VI Growth & Income Fund

</TABLE>

We (Allstate New York) have filed a 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 __ of this prospectus. For a free copy, please write or call us
at the address or telephone number above, or go to the SEC's Web site
(http://www.sec.gov). You can find other information and documents about us,
including documents that are legally part of this prospectus, at the SEC's Web
site.

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.

The Contracts may be distributed through broker-dealers
that have relationships with banks or other
IMPORTANT financial institutions or by employees of such banks.
NOTICES 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.

The Contracts are only available in New York.

<PAGE>

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

Page

<S> <C> <C>
Important Terms........................................
Overview The Contract at a Glance...............................
How the Contract Works.................................
Expense Table..........................................
Financial Information..................................

The Contract...........................................

Purchases..............................................
Contract Features Contract Value.........................................
Investment Alternatives................................
The Variable Sub-Accounts........................
The Fixed Account ...............................
Transfers........................................
Expenses...............................................
Access To Your Money...................................
Income Payments........................................
Death Benefits.........................................

More Information:
Allstate New York................................
The Variable Account.............................
The Portfolios...................................
Other Information The Contract ..........................................
Qualified Plans .................................
Legal Matters....................................
Year 2000........................................
Taxes..................................................
Annual Reports and Other Documents.....................
Performance Information................................
Experts................................................
Appendix A - Market Value Adjustment Examples..........
Appendix B - Withdrawal Adjustment Example ............
Statement of Additional Information Table of Contents..

</TABLE>

<PAGE>

IMPORTANT TERMS
- ------------------------------------------------------------------------------

Page

Accumulation Phase.......................................
Accumulation Unit .......................................
Accumulation Unit Value .................................
Allstate New York ("We").................................
Anniversary Values.......................................
Annuitant................................................
Automatic Additions Program .............................
Automatic Portfolio Rebalancing Program..................
Beneficiary .............................................
Cancellation Period .....................................
*Contract ................................................
Contract Anniversary.....................................
Contract Owner ("You") ..................................
Contract Value ..........................................
Contract Year...........................................
Death Benefit Anniversary ...............................
Dollar Cost Averaging Program............................
Due Proof of Death.......................................
Fixed Account............................................
Guarantee Periods ......................................
Income Plan .............................................
Investment Alternatives .................................
Issue Date ..............................................
Market Value Adjustment .................................
Payout Phase.............................................
Payout Start Date .......................................
Portfolios ..............................................
Preferred Withdrawal Amount..............................
Qualified Contracts .....................................
Right to Cancel .........................................
SEC......................................................
Settlement Value .......................................
Systematic Withdrawal Program ...........................
Treasury Rate ...........................................
Valuation Date...........................................
Variable Account ........................................
Variable Sub-Account ....................................

* The Allstate Custom Portfolio Variable Annuity is a group contract and
your ownership is represented by certificates. References to "Contract" in
this prospectus include certificates, unless the context requires
otherwise.

<PAGE>

THE CONTRACT AT A GLANCE
- ------------------------------------------------------------------------------

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

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

Flexible Payments

You can purchase a Contract with as little
as $3,000 ($2,000 for a "Qualified
Contract," which is a Contract issued with
a qualified plan). You can add to your
Contract as often and as much as you like,
but each payment must be at least $100. You
must maintain a minimum account size of
$1,000.

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

Right to Cancel You may cancel your Contract
within 10 days after receipt ("Cancellation
Period"). Upon cancellation we will return
your purchase payments adjusted to the
extent federal or state law permits to
reflect the investment experience of any
amounts allocated to the Variable Account.

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

Expenses You will bear the following expenses:

o Total Variable Account annual fees equal
to 1.25% of average daily net assets
o Annual contract maintenance charge of
$30 (with certain exceptions)
o Withdrawal charges ranging from 0% to 7%
of payment withdrawn (with certain
exceptions)
o Transfer fee of $10 after 12th transfer
in any Contract Year (fee currently
waived)
o State premium tax (New York currently
does not impose one).

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

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

Investment
Alternatives The Contract offers 29 investment
alternatives including:

o the Fixed Account (which credits
interest at rates we guarantee), and
o 28 Variable Sub-Accounts investing in
Portfolios offering professional money
management by:

A I M Advisors, Inc.
Fidelity Management & Research Company
Templeton Investment Counsel, Inc.
OppenheimerFunds, Inc.
The Dreyfus Corporation
Wells Fargo Bank, N.A.
Delaware Management Company
HSBC Asset Management (Americas) Inc.

To find out current rates being paid on the
Fixed Account, or to find out how the
Variable Sub-Accounts have performed,
please call us at 1-800-692-4682.

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

<PAGE>

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

Special Services For your convenience, we offer
these special services:

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

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

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

o life income with guaranteed payments
o a joint and survivor life income with
guaranteed payments
o guaranteed payments for a specified
period (5 to 30 years)

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

Death Benefits If you die before the Payout
Start Date, we will pay the death benefit
described in the Contract.

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

Transfers Before the Payout Start Date, you may
transfer your Contract value ("Contract
Value") among the investment alternatives,
with certain restrictions. Transfers to
the Fixed Account must be at least $500.

We do not currently impose a fee upon
transfers. However, we reserve the right
to charge $10 per transfer after the 12th
transfer in each "Contract Year," which we
measure from the date we issue your
contract or a Contract anniversary
("Contract Anniversary").

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

Withdrawals You may withdraw some or all of your
Contract Value at anytime during the
Accumulation Phase. Full or partial
withdrawals also are available under
limited circumstances on
or after the Payout Start Date.

In general, you must withdraw at least $50
at a time ($1,000 for withdrawals made
during the Payout Phase). A 10% federal
tax penalty may apply if you withdraw
before you are 59 1/2 years old. A
withdrawal charge and Market Value
Adjustment also may apply.

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

<PAGE>

HOW THE CONTRACT WORKS
- ------------------------------------------------------------------------------

The Contract basically works in two ways.

First, the Contract can help you (we assume you are the Contract owner) save for
retirement because you can invest in up to 29 investment alternatives and pay no
federal income taxes on any earnings until you withdraw them. You do this during
what we call the "Accumulation Phase" of the Contract. The Accumulation Phase
begins on the date we issue your Contract (we call that date the "Issue Date")
and continues until the Payout Start Date, which is the date we apply your money
to provide income payments. During the Accumulation Phase, you may allocate your
purchase payments to any combination of the Variable Sub-Accounts and/or Fixed
Account. If you invest in the Fixed Account, you will earn a fixed rate of
interest that we declare periodically. If you invest in any of the Variable
Sub-Accounts, your investment return will vary up or down depending on the
performance of the corresponding Portfolios.

Second, the Contract can help you plan for retirement because you can use it to
receive retirement income for life and/or for a pre-set number of years, by
selecting one of the income payment options (we call these "Income Plans")
described on page __. You receive income payments during what we call the
"Payout Phase" of the Contract, which begins on the Payout Start Date and
continues until we make the last payment required by the Income Plan you select.
During the Payout Phase, if you select a fixed income payment option, we
guarantee the amount of your payments, which will remain fixed. If you select a
variable income payment option, based on one or more of the Variable
Sub-Accounts, the amount of your payments will vary up or down depending on the
performance of the corresponding Portfolios. The amount of money you accumulate
under your Contract during the Accumulation Phase and apply to an Income Plan
will determine the amount of your income payments during the Payout Phase.

The timeline below illustrates how you might use your Contract.

Issue Payout Start
Date Accumulation Phase Date Payout
Phase

--------------------------------------------------------------------------------------------------------------------------->
You save for retirement

| | | |
You buy You elect to receive income You can receive Or you can
a Contract payments or receive a lump income payments receive income
sum payment for a set period payments for life
</TABLE>

Please call us at 1-800-692-4682 if you have any question about how the
Contract works.

<PAGE>

EXPENSE TABLE
- ------------------------------------------------------------------------------

The table below lists the expenses that you will bear directly or indirectly
when you buy a Contract. The table and the examples that follow do not reflect
premium taxes because New York currently does not impose premium taxes on
annuities. For more information about Variable Account expenses, see "Expenses,"
below. For more information about Portfolio expenses, please refer to the
accompanying prospectuses for the Portfolios.

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

CONTRACT OWNER TRANSACTION EXPENSES

Withdrawal Charge (as a percentage of purchase payments)*
<TABLE>
<CAPTION>

Number of Complete Years
Since We Received the Purchase

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Payment Being Withdrawn: 0 1 2 3 4 5 6 7+

Applicable Charge: 7% 6% 5% 4% 3% 2% 1% 0%

Annual Contract Maintenance Charge............................$30.00**
Transfer Fee..................................................$10.00***

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

* Each Contract Year, you may withdraw up to 15% of purchase payments
without incurring a withdrawal charge or a Market Value Adjustment.

** We will waive this charge in certain cases. See "Expenses."

***Applies solely to the thirteenth and subsequent transfers within a
Contract Year excluding transfers due to dollar cost averaging or
automatic portfolio rebalancing. We are currently waiving the transfer
fee.

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

VARIABLE ACCOUNT ANNUAL EXPENSES
(as a percentage of average daily net assets deducted from each Variable
Sub-Account)
Mortality and Expense Risk Charge...................................1.15%
Administrative Expense Charge.......................................0.10%
Total Variable Account Annual Expenses..............................1.25%
------------------------------------------------------------------------

<PAGE>

----------------------------------------------------------------------------
PORTFOLIO ANNUAL EXPENSES
(after any fee waivers or reductions) (as a percentage of Portfolio average
daily net assets)(1)

Total Annual
Management 12b-1 Fee Other Expenses Portfolio Expenses
Fee
<S> <C> <C> <C> <C>

AIM Variable Insurance Funds:
AIM V.I. Balanced Fund(2) 0.65% 0.56% 1.21%
AIM V.I. Capital Appreciation Fund 0.62% 0.11% 0.73%
AIM V.I. Growth Fund 0.63% 0.10% 0.73%
AIM V.I. Government Securities Fund 0.50% 0.40% 0.90%
AIM V.I. High Yield Fund(2) 0.35% 0.79% 1.14%
AIM V.I. International Equity Fund 0.75% 0.22% 0.97%
AIM V.I. Value Fund 0.61% 0.15% 0.76%

Fidelity Variable Insurance Products Fund (VIP):
Fidelity VIP Contrafund Portfolio(3) 0.58% 0.09% 0.67%
Fidelity VIP Equity Income Portfolio(3) 0.48% 0.09% 0.57%
Fidelity VIP Growth Portfolio(3) 0.58% 0.08% 0.66%
Fidelity VIP Growth Opportunities Portfolio(3) 0.58% 0.11% 0.69%
Fidelity VIP Overseas Portfolio(3) 0.73% 0.18% 0.91%

Franklin Templeton Variable Insurance Products Trust (4)
Templeton Asset Strategy Fund - Class 2(4) 0.60% 0.25%(5) 0.18% 1.03%
Templeton International Securities Fund - Class 2(4) 0.69% 0.25%(5) 0.19% 1.13%

Oppenheimer Variable Account Funds:
Oppenheimer Aggressive Growth Fund/VA 0.66% 0.01% 0.67%
Oppenheimer Main Street Growth & Income Fund/VA 0.73% 0.05% 0.78%
Oppenheimer Strategic Bond Fund/VA 0.74% 0.04% 0.78%

The Dreyfus Socially Responsible Growth Fund, Inc.:
Dreyfus Socially Responsible Growth Fund 0.75% 0.04% 0.79%

Dreyfus Stock Index Fund, Inc.:
Dreyfus Stock Index Fund 0.25% 0.01% 0.26%

Dreyfus Variable Investment Fund:
Dreyfus VIF Appreciation Portfolio(6) 0.75% 0.03% 0.78%

Wells Fargo Variable Trust:
Wells Fargo VT Asset Allocation Fund 0.42% 0.25%(7) 0.33% 1.00%
Wells Fargo VT Equity Income Fund 0.38% 0.25%(7) 0.37% 1.00%
Wells Fargo VT Growth Fund 0.32% 0.25%(7) 0.43% 1.00%

Delaware Group Premium Fund, Inc.:
Delaware GP Small Cap Value Series 0.75% 0.10% 0.85%
Delaware GP Trend Series 0.75% 0.07% 0.82%

HSBC Variable Insurance Funds:
HSBC VI Cash Management Fund(2) 0.00% 0.93% 0.93%
HSBC VI Fixed Income Fund(2) 0.00% 1.15% 1.15%
HSBC VI Growth & Income Fund(2) 0.33% 0.82% 1.15%

</TABLE>

Footnotes

(1) Figures shown in the table are for the year ended December 31,1999.

(2) Absent voluntary reductions and reimbursements for certain Portfolios,
management fees, 12b-1 fees, other expenses, and total Portfolio annual
expenses expressed as a percentage of average net assets of the Portfolios
would have been as follows:

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

Management 12b-1 Other Total Annual
Portfolio Fee Fee Expenses Portfolio Expenses
----------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------- -- --------------------- ---------------------- -------------------------
<S> <C> <C> <C>
<C>

AIM V.I. Balanced Fund 0.75% 0.56% 1.31%
-------------------------------------------------- -- --------------------- ---------------------------------------------
-------------------------------------------------- -- --------------------- ---------------------------------------------
AIM V.I. High Yield Fund 0.63% 0.79% 1.42%
-------------------------------------------------- -- --------------------- ---------------------------------------------

HSBC VI Cash Management Fund 0.35% 1.51% 1.86%
-------------------------------------------------- -- --------------------- ---------------------------------------------

HSBC VI Fixed Income Fund 0.55% 2.16% 2.71%
-------------------------------------------------- -- --------------------- ----------------------------------------------
-------------------------------------------------- -- --------------------- ----------------------------------------------
HSBC VI Growth & Income Fund 0.55% 0.93% 1.48%
- ------------------------------------------------------ -- --------------------- ------------------------------------------
----------------------------------------------------- -- --------------------- -------------------------------------------

AIM Advisors, Inc. may discontinue all or part of these voluntary
reductions and reimbursements at any time. HSBC Asset Management (Americas)
Inc. will notify investors of any material revision or cancellation of a
waiver or expense reimbursement, which may be terminated at any time at the
option of HSBC Asset Management (Americas) Inc.

(3) 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, total operating expenses
would have been 0.65% for VIP Contrafund, 0.56% for VIP Equity Income,
0.65% for VIP Growth, 0.68% for VIP Growth Opportunities, and 0.87% for VIP
Overseas.

(4) On February 28, 2000, shareholders approved a merger and reorganization that
combined the Templeton Variable Products Series Fund with the Franklin
Templeton Variable Insurance Products Trust, effective May 1, 2000. The
merger and reorganization also combined the Templeton Asset Allocation Fund
with the Templeton Global Asset Allocation Fund, now called the Templeton
Asset Strategy Fund, and the Templeton International Fund with the Templeton
International Equity Fund, now called the Templeton International Securities
Fund, effective May 1, 2000. Allstate New York has made corresponding
changes to the names of the Variable Sub-Accounts that invest in these
Portfolios.

The shareholders of the Templeton Global Asset Allocation Fund and the
Templeton International Equity Fund had approved new management fees, which
apply to the combined funds effective May 1, 2000. The table shows restated
total expenses based on the new fees and the assets of the Portfolios as of
December 31, 1999, and not the assets of the combined Portfolios. However,
if the table reflected both the new fees and the combined assets, the
Portfolios' expenses after May 1, 5000 would be estimated as follows:
</TABLE>

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

Management Total Annual
Portfolio Fee 12b-1 Fee Other Expenses Portfolio
Expenses
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Templeton Asset Strategy Fund - Class 2 0.60% 0.25% 0.14% 0.99%
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Templeton International Securities Fund
- Class 2 0.65% 0.25% 0.20% 1.10%
-------------------------------------------------- -- --------------------- -------------------------------------------

(5) The Portfolios' class 2 distribution plan or "rule 12b-1 plan" is
described in the Portfolios' respective prospectuses. While the maximum
amount payable under the Portfolios' class 2 rule 12b-1 plan is 0.35% per
year of the Portfolios' average daily net assets, the Board of Trustees of
Franklin Templeton Variable Insurance Products Trust has set the current
rate at 0.25% per year.

(6) Effective May 1, 2000, Dreyfus VIF Capital Appreciation Portfolio was
renamed Dreyfus VIF Appreciation Portfolio. Allstate New York has made
corresponding changes to the names of the Variable Sub-Accounts that
invest in these Portfolios.

(7) The figures shown in the table represent Expenses as of December 31, 1999
and have been adjusted for changes in contract that occurred during 1999.
The Portfolios' "rule 12b-1 plan" is described in the Portfolios'
respective prospectuses.

</TABLE>

<PAGE>

EXAMPLE 1

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

The example does not include any taxes you may be required to pay if you
surrender your Contract. The example does not include deductions for premium
taxes because New York does not charge premium taxes on annuities.

SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------- ----------- ------------- ------------- --------------

<S> <C> <C> <C> <C>
AIM Variable Insurance Funds:
AIM V.I. Balanced $ 85 $122 $161 $289
AIM V.I. Capital Appreciation $ 81 $107 $-137 $239
AIM V.I. Government Securities $ 82 $113 $146 $257
AIM V.I. Growth $ 81 $107 $137 $239
AIM V.I. High Yield $ 85 $120 $158 $282
AIM V.I. International Equity $ 83 $115 $149 $264
AIM V.I. Value $ 81 $108 $138 $242
Fidelity Variable Insurance Products Fund (VIP):
Fidelity VIP Contrafund $ 80 $105 $134 $233
Fidelity VIP Equity Income $ 79 $102 $128 $222
Fidelity VIP Growth $ 81 $105 $133 $231
Fidelity VIP Growth Opportunities $ 80 $106 $135 $235
Fidelity VIP Overseas $ 82 $113 $146 $258
Franklin Templeton Variable Insurance Products Trust:
Templeton Asset Strategy - Class 2 $ 84 $117 $152 $270
Templeton International Securities - Class 2 $ 85 $120 $157 $280
Oppenheimer Variable Account Funds:
Oppenheimer Aggressive Growth/VA $ 80 $105 $134 $233
Oppenheimer Main Street Growth & Income/VA $ 81 $109 $139 $244
Oppenheimer Strategic Bond/VA $ 81 $109 $139 $244
The Dreyfus Socially Responsible Growth Fund, Inc.:
Dreyfus Socially Responsible Growth $ 81 $109 $140 $245
Dreyfus Stock Index Fund:
Dreyfus Stock Index $ 76 $ 93 $112 $188
Dreyfus Variable Investment Fund:
Dreyfus VIF Appreciation $ 81 $109 $139 $244
Wells Fargo Variable Trust:
Wells Fargo VT Asset Allocation $ 83 $116 $151 $267
Wells Fargo VT Equity Income $ 83 $116 $151 $267
Wells Fargo VT Growth $ 83 $116 $151 $267
Delaware Group Premium Fund, Inc.:
Delaware GP Small Cap Value Series $ 82 $111 $143 $252
Delaware GP Trend Series $ 81 $110 $141 $248
HSBC Variable Insurance Funds:
HSBC VI Cash Management $ 92 $142 $194 $352
HSBC VI Fixed Income $101 $168 $236 $429
HSBC VI Growth & Income $ 88 $130 $175 $316

</TABLE>

<PAGE>

EXAMPLE 2

SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------- ----------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
AIM Variable Insurance Funds:
AIM V.I. Balanced $ 26 $ 80 $136 $289
AIM V.I. Capital Appreciation $ 21 $ 65 $111 $239
AIM V.I. Government Securities $ 23 $ 70 $120 $257
AIM V.I. Growth $ 21 $ 65 $111 $239
AIM V.I. High Yield $ 25 $ 78 $132 $282
AIM V.I. International Equity $ 23 $ 72 $124 $264
AIM V.I. Value $ 21 $ 66 $113 $242

Fidelity Variable Insurance Products Fund (VIP):
Fidelity VIP Contrafund $ 20 $ 63 $108 $233
Fidelity VIP Equity Income $ 19 $ 63 $103 $222
Fidelity VIP Growth $ 20 $ 64 $108 $231
Fidelity VIP Growth Opportunities $ 21 $ 64 $109 $235
Fidelity VIP Overseas $ 23 $ 70 $121 $258

Franklin Templeton Variable Insurance Products Trust:
Templeton Asset Strategy - Class 2 $ 24 $ 74 $127 $270
Templeton International Securities-- Class 2 $ 25 $ 77 $132 $280

Oppenheimer Variable Account Funds:
Oppenheimer Aggressive Growth/VA $ 20 $ 63 $108 $233
Oppenheimer VA Main Street Growth & Income/VA $ 22 $ 66 $114 $244
Oppenheimer Strategic Bond/VA $ 22 $ 66 $114 $244

The Dreyfus Socially Responsible Growth Fund, Inc.:
Dreyfus Socially Responsible Growth $ 2 $ 67 $114 $245

Dreyfus Stock Index Fund:
Dreyfus Stock Index $ 16 $ 50 $ 86 $188

Dreyfus Variable Investment Fund:
Dreyfus VIF Appreciation $ 22 $ 66 $114 $244

Wells Fargo Variable Trust:
Wells Fargo VT Asset Allocation $ 24 $ 73 $125 $267
Wells Fargo VT Equity Income $ 24 $ 73 $125 $267
Wells Fargo VT Growth $ 24 $ 73 $125 $267

Delaware Group Premium Fund, Inc.:
Delaware GP Small Cap Value Series $ 22 $ 69 $117 $252
Delaware GP Trend Series $ 22 $ 68 $116 $248

HSBC Variable Insurance Funds:
HSBC VI Cash Management $ 33 $ 99 $169 $352
HSBC VI Fixed Income $ 41 $125 $210 $429
HSBC VI Growth & Income $ 29 $ 88 $150 $316
</TABLE>

Please remember that you are looking at examples and not a representation of
past or future expenses. Your actual expenses may be lesser or greater than
those shown above. Similarly, your rate of return may be lesser or greater than
5%, which is not guaranteed. To reflect the contract maintenance charge in the
examples, we estimated an equivalent percentage charge, based on an assumed
average Contract size of $40,000.

<PAGE>

FINANCIAL INFORMATION
- ------------------------------------------------------------------------------

There are no Accumulation Unit Values to report because the Contracts were first
offered as of the date of this Prospectus. The financial statements of the
Variable Account and Allstate New York appear in the Statement of Additional
Information.

<PAGE>

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

CONTRACT OWNER

The Allstate Custom Portfolio Variable Annuity is a contract between you, the
Contract owner, and Allstate New York, a life insurance company. As the Contract
owner, you may exercise all of the rights and privileges provided to you by the
Contract. That means it is up to you to select or change (to the extent
permitted):

o the investment alternatives during the Accumulation and Payout Phases,

o the amount and timing of your purchase payments and withdrawals,

o the programs you want to use to invest or withdraw money,

o the income payment plan you want to use to receive retirement income,

o the Annuitant (either yourself or someone else) on whose life the income
payments will be based,

o the Beneficiary or Beneficiaries who will receive the benefits that the
Contract provides when the last surviving Contract owner dies, and

o any other rights that the Contract provides.

If you die, any surviving Contract owner or, if none, the Beneficiary may
exercise the rights and privileges provided to them by the Contract.

The Contract cannot be jointly owned by both a non-natural person and a natural
person. The maximum issue age of any Contract owner is age 85. The maximum issue
age of any Annuitant is age 80.

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

ANNUITANT

The Annuitant is the individual whose life determines the amount and duration of
income payments (other than under Income Plans with guaranteed payments for a
specified period). You initially designate an Annuitant in your application. If
the Contract owner is a natural person you may change the Annuitant prior to the
Payout Start Date. In our discretion, we may permit you to designate a joint
Annuitant, who is a second person on whose life income payments depend, on the
Payout Start Date.

If the Annuitant dies prior to the Payout Start Date, the new Annuitant will be:

o the youngest Contract owner, if living, otherwise

o the youngest Beneficiary.

BENEFICIARY

If you do not name a Beneficiary or, if the named Beneficiary is no longer
living and there are no other surviving Beneficiaries, the new Beneficiary will
be:

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

MODIFICATION OF THE CONTRACT

ASSIGNMENT

<PAGE>

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

MINIMUM PURCHASE PAYMENTS

Your initial purchase payment must be at least $3,000 ($2,000 for a Qualified
Contract). All subsequent purchase payments must be $100 or more. You may make
purchase payments at any time prior to the Payout Start Date. We reserve the
right to limit the maximum amount of purchase payments, or reduce the minimum
purchase payment we will accept. We reserve the right to reject any application.

AUTOMATIC ADDITIONS PROGRAM

You may make subsequent purchase payments of at least $100 ($500 for allocation
to the Fixed Account) by automatically transferring amounts from your bank
account. Please consult with your sales representative for detailed information.

ALLOCATION OF PURCHASE PAYMENTS

We will credit the initial purchase payment that accompanies your completed
application to your Contract within 2 business days after we receive the payment
at our service center. If your application is incomplete, we will ask you to
complete your application within 5 business days. If you do so, we will credit
your initial purchase payment to your Contract within that 5 business day
period. If you do not, we will return your purchase payment at the end of the 5
business day period unless you expressly allow us to hold it until you complete
the application. We will credit subsequent purchase payments to the Contract at
the close of the business day on which we receive the purchase payment at our
service center located in Northbrook, Illinois(mailing address: P.O. Box 94038,
Palatine, Illinois, 60094-4038; overnight mail: 3100 Sanders Road, Suite J4A,
Northbrook, Illinois, 60062).

RIGHT TO CANCEL

You may cancel the Contract by returning it to us within the Cancellation
Period, which is the 10 day period after you receive the Contract (60 days if
you are exchanging another contract for the Contract described in this
prospectus). You may return it by delivering it or mailing it to us. If you
exercise this "Right to Cancel," the Contract terminates and we will pay you the
full amount of your purchase payments allocated to the Fixed Account. Upon
cancellation, as permitted by federal or state law, we will return your purchase
payments allocated to the Variable Account after an adjustment to the extent
federal or state law permits to reflect investment gain or loss that occurred
from the date of allocation through the date of cancellation. If your Contract
is qualified under Section 408 of the Internal Revenue Code, we will refund the
greater of any purchase payments or the Contract Value.

<PAGE>

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

On the Issue Date, the Contract Value is equal to the initial purchase payment.
Your Contract Value at any other time during the Accumulation Phase is equal to
the sum of the value as of the most recent Valuation Date of your Accumulation
Units in the Variable Sub-Accounts you have selected, plus the value of your
interest in the Fixed Account.

ACCUMULATION UNITS

ACCUMULATION UNIT VALUE

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

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

We determine a separate Accumulation Unit Value for each Variable Sub-Account on
each Valuation Date.

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

<PAGE>

INVESTMENT ALTERNATIVES: The Variable Sub-Accounts
- ------------------------------------------------------------------------------

You may allocate your purchase payments to up to 28 Variable Sub-Accounts. Each
Variable Sub-Account invests in the shares of a corresponding Portfolio. Each
Portfolio has its own investment objective(s) and policies. We briefly describe
the Portfolios below.

For more complete information about each Portfolio, including expenses and risks
associated with the Portfolio, please refer to the accompanying prospectus for
the Portfolio. You should carefully review the Portfolio prospectuses before
allocating amounts to the Variable Sub-Accounts.

- --------------------------------------------------- -----------------------------------------------------------------------
<S> <C> <C>

Portfolio: Each Portfolio Seeks Investment
Adviser:
- - ---------------------------------------------------------------------------------------------------------------------------
AIM VARIABLE INSURANCE FUNDS:
- - ---------------------------------------------------------------------------------------------------------------------------

AIM V.I. Balanced Fund* As high a total return as possible,
consistent with preservation
of capital
A I M Advisors, Inc.
- --------------------------------------------------- ---------------------------------------------------
- --------------------------------------------------- ---------------------------------------------------
AIM V.I. Capital Appreciation Fund* Growth of capital

- --------------------------------------------------- ---------------------------------------------------
- --------------------------------------------------- ---------------------------------------------------
AIM V.I. Government Securities Fund* A high level of current income
consistent with reasonable
concern for safety of principal

- --------------------------------------------------- ---------------------------------------------------
- --------------------------------------------------- ---------------------------------------------------
AIM V.I. High Yield Fund* A high level of current income
- --------------------------------------------------- ---------------------------------------------------
- --------------------------------------------------- ---------------------------------------------------
AIM V.I. International Equity Fund* Long-term growth of capital

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

- ------------------------------------------------------------------------------------------------------------------------------
FIDELITY VARIABLE INSURANCE PRODUCTS FUND:
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Contrafund Portfolio Long-term capital appreciation
Fidelity Management
& Research Company

Portfolio Capital growth

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

- --------------------------------------------------------------------------------------------------------------------------------
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS FUND:
- ------------------------------------------------- ------------------------------------------------------------------------------
Templeton Asset Strategy Fund - Class 2 High total return Templeton
Investment
Counsel, Inc.

- --------------------------------------------------- ----------------------------------------------------------------------------
OPPENHEIMER VARIABLE ACCOUNT FUNDS:
- --------------------------------------------------- ----------------------------------------------------------------------------
Oppenheimer Aggressive Growth Fund/VA Capital appreciation OppenheimerFunds,
Inc.
- --------------------------------------------------- ---------------------------------------------------
- --------------------------------------------------- ---------------------------------------------------
Oppenheimer Main Street Growth & High total return, which
Income Fund/VA includes growth in the value
of its shares as well as current
income, from equity and debt
securities
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund/VA High level of current income

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

- -------------------------------------------------------------------------------------------------------------------------------
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.; THE DREYFUS STOCK INDEX FUND;
AND THE DREYFUS VARIABLE INVESTMENT FUND (VIF):
- -------------------------------------------------------------------------------------------------------------------------------
Dreyfus Socially Responsible Growth Fund Capital growth and, secondarily,
current income
The Dreyfus
Corporation

- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
Dreyfus Stock Index Fund To match the total returns of
the Standard & Poor's 500
Composite Stock Index
- --------------------------------------------------- ---------------------------------------------------
- --------------------------------------------------- ---------------------------------------------------
Dreyfus VIF Appreciation Portfolio
Long-term capital growth
consistent with the preservation
of capital; current income is a
secondary goal

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

- --------------------------------------------------- --------------------------------------------------- -----------------------
WELLS FARGO VARIABLE TRUST:
- --------------------------------------------------- --------------------------------------------------- -----------------------
Wells Fargo VT Asset Allocation Fund Long-term total return, consistent
with reasonable risk
Wells Fargo Bank,
N.A.

- -------------------------------------------------- ----------------------------------------------------
- --------------------------------------------------- ---------------------------------------------------
Wells Fargo VT Equity Income Fund Long-term capital appreciation
and above-average dividend income
- -------------------------------------------------- ----------------------------------------------------
- --------------------------------------------------- ---------------------------------------------------
Wells Fargo VT Growth Fund Long-term capital appreciation
- -------------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------------
DELAWARE GROUP PREMIUM FUND, INC.:
- --------------------------------------------------- --------------------------------------------------- -----------------------
Delaware GP Small Cap Value Series Capital appreciation Delaware Management
Company

- -------------------------------------------------------------------------------------------------------------------------------
HSBC VARIABLE INSURANCE FUNDS:
- -------------------------------------------------------------------------------------------------------------------------------
HSBC VI Cash Management Fund As high a level of current income as is
consistent with preservation of capital and liquidity

HSBC Asset
Management (Americas)
Inc.
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------

HSBC VI Fixed Income Fund High current income consistent
with appreciation of capital

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

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

INVESTMENT ALTERNATIVES : The Fixed Account
- ------------------------------------------------------------------------------

GUARANTEE PERIODS

Each payment or transfer allocated to the Fixed Account earns interest at a
specified rate that we guarantee for a period of years we call a Guarantee
Period. Guarantee Periods may range from 1 to 10 years. We are currently
offering Guarantee Periods of 1, 3, 5, 7, and 10 years in length. In the future
we may offer Guarantee Periods of different lengths or stop offering some
Guarantee Periods. You select one or more Guarantee Periods for each purchase
payment or transfer. If you do not select the Guarantee Period for a purchase
payment or transfer, we will assign the shortest Guarantee Period available
under the Contract for such payment or transfer.

Each payment or transfer allocated to a Guarantee Period must be at least $500.
We reserve the right to limit the number of additional purchase payments that
you may allocate to the Fixed Account. Please consult with your sales
representative for more information.

INTEREST RATES

HOW WE CREDIT INTEREST

Purchase Payment..............................$10,000
Guarantee Period..............................5 years
Annual Interest Rate........................... 4.50%

END OF CONTRACT YEAR

<S> <C> <C> <C> <C> <C>
YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5

Beginning Contract Value $10,000.00
X (1 + Annual Interest Rate) X 1.045
----------
$10,450.00

Contract Value at end of Contract Year $10,450.00
X (1 + Annual Interest Rate) X 1.045
----------
$10,920.25

Contract Value at end of Contract Year $10,920.25
X (1 + Annual Interest Rate) X 1.045
----------
$11,411.66

Contract Value at end of Contract Year $11,411.66
X (1 + Annual Interest Rate) X 1.045
----------
$11,925.19

Contract Value at end of Contract Year $11,925.19
X (1 + Annual Interest Rate) X 1.045
----------
$12,461.82

Total Interest Credited During Guarantee Period = $2,461.82 ($12,461.82-$10,000)
</TABLE>

RENEWALS

1) take no action. We will automatically apply your money to a new Guarantee
Period of the shortest duration available. The new Guarantee Period will
begin on the day the previous Guarantee Period ends. The new interest rate
will be our then current declared rate for a Guarantee Period of that
length; or

MARKET VALUE ADJUSTMENT

All withdrawals in excess of the Preferred Withdrawal Amount, and transfers from
a Guarantee Period, other than those taken during the 30 day period after such
Guarantee Period expires, are subject to a Market Value Adjustment. A Market
Value Adjustment also applies when you apply amounts currently invested in a
Guarantee Period to an Income Plan (unless paid or applied during the 30 day
period after such Guarantee Period expires). A positive Market Value Adjustment
will apply to amounts currently invested in a Guarantee Period that are paid out
as death benefits. We will not apply a Market Value Adjustment to a transfer you
make as part of a Dollar Cost Averaging Program. We also will not apply a Market
Value Adjustment to a withdrawal you make:

o within the Preferred Withdrawal Amount as described on page __, or

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

The formula for calculating Market Value Adjustments is set forth in Appendix A
to this prospectus, which also contains additional examples of the application
of the Market Value Adjustment.

<PAGE>

INVESTMENT ALTERNATIVES: Transfers
- ------------------------------------------------------------------------------

TRANSFERS DURING THE ACCUMULATION PHASE

During the Accumulation Phase, you may transfer Contract Value among the
investment alternatives at any time. The minimum amount that you may transfer
into a Guarantee Period is $500. You may request transfers in writing on a form
that we provided or by telephone according to the procedure described below. We
currently do not assess, but reserve the right to assess, a $10 charge on each
transfer in excess of 12 per Contract Year. We treat transfers to or from more
than one Portfolio on the same day as one transfer. Transfers you make as part
of a Dollar Cost Averaging Program or Automatic Portfolio Rebalancing Program do
not count against the 12 free transfers per Contract Year.

We reserve the right to waive any transfer fees and restrictions.

TRANSFERS DURING THE PAYOUT PHASE

TELEPHONE TRANSFERS

We may suspend, modify or terminate the telephone transfer privilege at any time
without notice.

DOLLAR COST AVERAGING PROGRAM

Through the Dollar Cost Averaging Program, you may automatically transfer a set
amount every month during the Accumulation Phase from any Variable Sub-Account,
or the 1 year Guarantee Period of the Fixed Account, to any other Variable
Sub-Account. You may not use dollar cost averaging to transfer amounts to the
Fixed Account.

Call or write us for instructions on how to enroll.

AUTOMATIC PORTFOLIO REBALANCING PROGRAM

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

Example:

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

The Automatic Portfolio Rebalancing Program is available only during the
Accumulation Phase. The transfers made under the Program do not count towards
the 12 transfers you can make without paying a transfer fee, and are not subject
to a transfer fee.

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.

<PAGE>

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

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

CONTRACT MAINTENANCE CHARGE

During the Accumulation Phase, on each Contract Anniversary, we will deduct a
$30 contract maintenance charge from your Contract Value invested in each
Variable Sub-Account in proportion to the amount invested. We also will deduct a
full contract maintenance charge if you withdraw your entire Contract Value,
unless your Contract qualifies for a waiver, described below. During the Payout
Phase, we will deduct the charge proportionately from each income payment.

o total purchase payments equal $50,000 or more, or

o all of your money is allocated to the Fixed Account on a Contract
Anniversary.

MORTALITY AND EXPENSE RISK CHARGE

We deduct a mortality and expense risk charge daily at an annual rate of 1.15%
of the average daily net assets you have invested in the Variable Sub-Accounts.
The mortality and expense risk charge is for all the insurance benefits
available with your Contract (including our guarantee of annuity rates and the
death benefits), for certain expenses of the Contract, and for assuming the risk
(expense risk) that the current charges will be sufficient in the future to
cover the cost of administering the Contract. If the charges under the Contract
are not sufficient, then we will bear the loss.

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

ADMINISTRATIVE EXPENSE CHARGE

TRANSFER FEE

WITHDRAWAL CHARGE

We may assess a withdrawal charge of up to 7% of the purchase payment(s) you
withdraw in excess of the Preferred Withdrawal Amount, adjusted by a Market
Value Adjustment. The charge declines by 1% annually to 0% after 7 complete
years from the day we receive the purchase payment being withdrawn. A schedule
showing how the charge declines appears on page __. During each Contract Year,
you can withdraw up to 15% of purchase payments without paying the charge.
Unused portions of this 15% "Preferred Withdrawal Amount" are not carried
forward to future Contract Years.

We determine the withdrawal charge by:

o multiplying the percentage corresponding to the number of complete years
since we received the purchase payment being withdrawn, times

o the part of each purchase payment withdrawal that is in excess of the
Preferred Withdrawal Amount, adjusted by a Market Value Adjustment.

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

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

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

o the death of the Contract owner or Annuitant (unless the Settlement
Value is used);

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

o withdrawals made after all purchase payments have been withdrawn.

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

PREMIUM TAXES

DEDUCTION FOR VARIABLE ACCOUNT INCOME TAXES

OTHER EXPENSES

Each Portfolio deducts advisory fees and other expenses from its assets. You
indirectly bear the charges and expenses of the Portfolios whose shares are held
by the Variable Sub-Accounts. These fees and expenses are described in the
accompanying prospectus for the Portfolios. For a summary of these charges and
expenses, see pages ___ above. We may receive compensation from the investment
advisers or administrators of the Portfolios for administrative services we
provide to the Portfolios.

<PAGE>

ACCESS TO YOUR MONEY
- ------------------------------------------------------------------------------

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

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

In general, you must withdraw at least $50 at a time. You also may withdraw a
lesser amount if you are withdrawing your entire interest in a Variable
Sub-Account.

If you request a total withdrawal, you must return your Contract to us.

POSTPONEMENT OF PAYMENTS

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

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

2) An emergency exists as defined by the SEC; or

3) The SEC permits delay for your protection.

In addition, we may delay payments or transfers from the Fixed Account for up to
6 months or a shorter period if required by law. If we delay payment or transfer
for 10 business days or more, we will pay interest as required by law. Any
interest would be payable from the date we receive the withdrawal request to the
date we make the payment or transfer.

SYSTEMATIC WITHDRAWAL PROGRAM

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. Income taxes may apply to systematic withdrawals.
Please consult your tax advisor before taking any withdrawal.

MINIMUM CONTRACT VALUE

<PAGE>

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

PAYOUT START DATE

The Payout Start Date is the day that we apply your money to an Income Plan. The
Payout Start Date must be no later than the Annuitant's 90th birthday.

INCOME PLANS

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

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

The three Income Plans are:

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

Income Plan 2 -- Joint and Survivor Life Income with Guaranteed
Payments. Under this plan, we make periodic income payments for at
least as long as either the Annuitant or the joint Annuitant is alive.
If both the Annuitant and the joint Annuitant die before we have made
all of the guaranteed income payments, we will continue to pay the
remainder of the guaranteed income payments as required by the
Contract.

Income Plan 3 -- Guaranteed Payments for a Specified Period (5 Years to
30 Years). Under this plan, we make periodic income payments for the
period you have chosen. These payments do not depend on the Annuitant's
life. Income payments for less than 120 months may be subject to a
withdrawal charge. We will deduct the mortality and expense risk charge
from the Variable Sub-Account assets that support variable income
payments even though we may not bear any mortality risk.

Generally, you may not make withdrawals after the Payout Start Date. One
exception to this rule applies if you are receiving variable income payments
that do not depend on the life of the Annuitant (such as under Income Plan 3).
In that case you may terminate all or part of the Variable Account portion of
the income payments at any time and receive a lump sum equal to the present
value of the remaining variable payments associated with the amount withdrawn.
The minimum amount you may withdraw under this feature is $1,000. A withdrawal
charge may apply. You will also have a limited ability to make transfers from
the Variable Account portion of the income payments 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. We deduct applicable premium taxes from the Contract
Value at the Payout Start Date.

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

We will apply your Contract Value, adjusted by a Market Value Adjustment, less
applicable taxes to your Income Plan on the Payout Start Date. If the Contract
Value is less than $2,000 or not enough to provide an initial payment of at
least $20, and state law permits, we may:

o terminate the Contract and pay you the Contract Value, adjusted by any
Market Value Adjustment and less any applicable taxes, in a lump sum
instead of the periodic payments you have chosen, or

o reduce the frequency of your payments so that each payment will be at least
$20.

VARIABLE INCOME PAYMENTS

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

FIXED INCOME PAYMENTS

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

1) adjusting the portion of the Contract Value in the Fixed Account on the
Payout Start Date by any applicable Market Value Adjustment;

2) deducting any applicable premium tax; and

3) applying the resulting amount to the greater of (a) the appropriate value
from the income payment table in your Contract or (b) such other value as
we are offering at that time.

CERTAIN EMPLOYEE BENEFIT PLANS

<PAGE>

DEATH BENEFITS
- ------------------------------------------------------------------------------

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

1) any Contract owner dies or,
2) the Annuitant dies, if the Contract owner is not a natural person.

We will pay the death benefit to the new Contract owner as determined
immediately after the death. The new Contract owner would be a surviving
Contract owner or, if none, the Beneficiary(ies).

Death Benefit Amount

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

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

2) the Settlement Value (that is, the amount payable on a full withdrawal
of Contract Value) on the date we determine the death benefit, or

3) the Contract Value on the Death Benefit Anniversary immediately
preceding the date we determine the death benefit, adjusted by any
purchase payments, withdrawal adjustment as defined below, and charges
made since that Death Benefit Anniversary. A "Death Benefit
Anniversary" is every seventh Contract Anniversary beginning with the
Issue Date. For example, the Issue Date, 7th and 14th Contract
Anniversaries are the first three Death Benefit Anniversaries, or

4) the greatest of the Anniversary Values as of the date we determine the
death benefit. An "Anniversary Value" is equal to the Contract Value
on a Contract Anniversary, increased by purchase payments made since
that anniversary and reduced by the amount of any withdrawal
adjustment, as defined below, since that anniversary. Anniversary
Values will be calculated for each Contract Anniversary prior to the
earlier of:

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

(ii) the deceased's 75th birthday or 5 years after the Issue Date, if
later.

A positive Market Value Adjustment will apply to amounts currently invested in a
Guarantee Period that are paid out as death benefits.

The value of the death benefit will be determined at the end of the Valuation
Date on which we receive a complete request for payment of the death benefit,
which includes Due Proof of Death.

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

(a) = the withdrawal amount,

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

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

We will not settle any death claim until we receive Due Proof of Death. We will
accept the following documentation as Due Proof of Death:

o a certified copy of a death certificate; or

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

o any other proof acceptable to us.

Death Benefit Payments

A death benefit will be paid:

1) if the Contract owner elects to receive the death benefit distributed in a
single payment within 180 days of the date of death, and

2) if the death benefit is paid as of the day the value of the death benefit
is determined.

Otherwise, the Settlement Value will be paid. The new Contract owner may make a
single withdrawal of any amount within one year of the date of death without
incurring a withdrawal charge. However, any applicable Market Value Adjustment,
determined as of the date of the withdrawal, will apply. We are currently
waiving the 180 day limit, but we reserve the right to enforce the limitation in
the future. The Settlement Value paid will be the Settlement Value next computed
on or after the requested distribution date for payment, or on the mandatory
distribution date of 5 years after the date of death.

If the Contract owner eligible to receive the death benefit is not a natural
person, the Contract owner may elect to receive the distribution upon death in
one or more distributions.

o the life of the Contract owner; or

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

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

If the surviving spouse of the deceased Contract owner is the new Contract
owner, then the spouse may elect one of the options listed above or may continue
the Contract in the Accumulation Phase as if the death had not occurred. The
Contract may only be continued once. If the Contract is continued in the
Accumulation Phase, the surviving spouse may make a single withdrawal of any
amount within one year of the date of death without incurring a withdrawal
charge. However, any applicable Market Value Adjustment, determined as of the
date of the withdrawal, will apply.

<PAGE>

MORE INFORMATION
- ------------------------------------------------------------------------------

ALLSTATE NEW YORK

Allstate New York is currently licensed to operate in New York. Our home office
is One Allstate Drive, Farmingville, New York 11738. Our service center is
located in Northbrook, Illinois.

Allstate New York is a wholly owned subsidiary of Allstate Life Insurance
Company ("Allstate Life"), a stock life insurance company incorporated under the
laws of the State of Illinois. Allstate Life is a wholly owned subsidiary of
Allstate Insurance Company, a stock property-liability insurance company
incorporated under the laws of the State of Illinois. With the exception of the
directors qualifying shares, all of the outstanding capital stock of Allstate
Insurance Company is owned by The Allstate Corporation.

THE VARIABLE ACCOUNT

The Variable Account consists of multiple Variable Sub-Accounts, 28 of which are
available through the Contracts. Each Variable Sub-Account invests in a
corresponding Portfolio. We may add new Variable Sub-Accounts or eliminate one
or more of them, if we believe marketing, tax, or investment conditions so
warrant. We do not guarantee the investment performance of the Variable Account,
its Sub-Accounts or the Portfolios. We may use the Variable Account to fund our
other annuity contracts. We will account separately for each type of annuity
contract funded by the Variable Account.

THE PORTFOLIOS

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

Voting Privileges. 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. Based on
our present view of the law, we will vote the shares of the Portfolios that we
hold directly or indirectly through the Variable Account in accordance with
instructions that we receive from Contract owners entitled to give such
instructions.

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

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

Changes in 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 such shares is no longer desirable in view of the purposes of the
Contract, we may eliminate that Portfolio and substitute shares of another
eligible investment portfolio. Any substitution of securities will comply with
the requirements of the 1940 Act. We also may add new Variable Sub-Accounts that
invest in additional mutual funds. We will notify you in advance of any changes.

Conflicts of Interest. 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 it may be unfavorable for variable life
insurance Variable Accounts and variable annuity Variable Accounts to invest in
the same Portfolio. The boards of directors of these Portfolios monitor for
possible conflicts among Variable Accounts buying shares of the Portfolios.
Conflicts could develop for a variety of reasons. For example, differences in
treatment under tax and other laws or the failure by a Variable Account to
comply with such laws could cause a conflict. To eliminate a conflict, a
Portfolio's board of directors may require a Variable Account to withdraw its
participation in a Portfolio. A Portfolio's net asset value could decrease if it
had to sell investment securities to pay redemption proceeds to a Variable
Account withdrawing because of a conflict.

THE CONTRACT

Distribution. ALFS, Inc.* ("ALFS"), located at 3100 Sanders Road, Northbrook,
Illinois 60062, serves as principal underwriter of the Contracts. ALFS is a
wholly owned subsidiary of Allstate Life Insurance Company. ALFS is a registered
broker- dealer under the Securities and Exchange Act of 1934, as amended
("Exchange Act"), and is a member of the National Association of Securities
Dealers, Inc.

We will pay commissions to broker-dealers who sell the Contracts. Commissions
paid may vary, but we estimate that the total commissions paid on all Contract
sales will not exceed 6.25% of any purchase payments. These commissions are
intended to cover distribution expenses. Contracts may be sold by
representatives or employees of banks which may be acting as broker-dealers
without separate registration under the Exchange Act, pursuant to legal and
regulatory exceptions.

Administration. We have primary responsibility for all administration of the
Contracts and the Variable Account. We provide the following administrative
services, among others:

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

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

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

QUALIFIED PLANS

LEGAL MATTERS

YEAR 2000

<PAGE>

TAXES
- ------------------------------------------------------------------------------

The following discussion is general and is not intended as tax advice. Allstate
New York makes no guarantee regarding the tax treatment of any Contract or
transaction involving a Contract.

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 New York is considered the owner of the Variable Account
assets for federal income tax purposes.

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 New York does not have control over the Portfolios or their
investments, we expect the Portfolios to meet the diversification requirements.

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

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

o attributable to the Contract owner being disabled, or

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

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

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

1) made on or after the date the Contract owner attains age 59 1/2;

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

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

4) made under an immediate annuity; or

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

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

TAX QUALIFIED CONTRACTS

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

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

o Roth IRAs under Section 408A of the Code;

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

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

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

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

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

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:

1) on or after the date the employee

o attains age 59 1/2,

o separates from service,

o dies,

o becomes disabled, or

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

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

INCOME TAX WITHHOLDING

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).

<PAGE>

ANNUAL REPORTS AND OTHER DOCUMENTS
- ------------------------------------------------------------------------------

Allstate New York's annual report on Form 10-K for the year ended December 31,
1999 is incorporated herein by reference, which means that it is legally a part
of this prospectus.

<PAGE>

PERFORMANCE INFORMATION
- ------------------------------------------------------------------------------

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

EXPERTS

The financial statements and related financial statement schedules of Allstate
New York as of December 31, 1999 and 1998 and for each of the three years in the
period ended December 31, 1999, which are incorporated herein by reference, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which are incorporated herein by reference, 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, which are incorporated
herein by reference, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which are incorporated herein by reference,
and are included in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

<PAGE>

APPENDIX A

MARKET VALUE ADJUSTMENT EXAMPLES

The Market Value Adjustment is based on the following:

I = the Treasury Rate for a maturity equal to the applicable Guarantee
Period for the week preceding the establishment of the Guarantee Period.

N = the number of whole and partial years from the date we receive the
withdrawal, transfer or death benefit request, or from the Payout Start
Date to the end of the Guarantee Period.

J = the Treasury Rate for a maturity of length N for the week preceding
the receipt of the withdrawal, transfer, death benefit, or income payment
request. If a note with a maturity of length N is not available, a
weighted average will be used. If N is one year or less, J will be the
1-year Treasury Rate.

Treasury Rate means the U.S. Treasury Note Constant Maturity yield as
reported in Federal Reserve Bulletin Release H.15.

The Market Value Adjustment factor is determined from the following formula:

.9 X (I - J) X N

<PAGE>

EXAMPLES OF MARKET VALUE ADJUSTMENT
<TABLE>
<CAPTION>

NOTE: These examples assume that premium taxes are not applicable.

EXAMPLE 1: (Assumes declining interest rates)

Step 1. Calculate Contract Value at End of Contract Year 3: $10,000.00 X (1.045)3 = $11,411.66

Step 2. Calculate the Preferred Withdrawal Amount: .15 X $10,000.00 X (1.045)2 = $1,638.04

Step 3. Calculate the Market Value Adjustment: I = 4.5%
J = 4.2%

730 Days
--------
N = 365 days = 2

Market Value Adjustment Factor: .9 X (I-J) X N

= .9 X (.045 - .042) X (730/365) = .0054

Market Value Adjustment = Market Value Adjustment
Factor X Amount Subject to Market
Value Adjustment:

= .0054 X ($11,411.66-$1,638.04 = $52.78

Step 4. Calculate the Withdrawal Charge: .05 X ($10,000.00 - $1,500.00 + $52.78) = $420.74

Step 5. Calculate the amount received by Customers as a
result of full withdrawal at the end of Contract Year 3: $11,411.66 - $427.68 + $52.78 = $11,043.70

</TABLE>

<PAGE>

EXAMPLE 2: (Assumes rising interest rates)
<TABLE>
<CAPTION>

<S> <C>

Step 1. Calculate Contract Value at End of Contract Year 3: $10,000.00 X (1.045)3 = $11,411.66

Step 2. Calculate the Preferred Withdrawal Amount: .15 X $10,000.00 X (1.045)2 = $1,638.04

Step 3. Calculate the Market Value Adjustment: I = 4.5%
J = 4.8%

730 days

--------
N = 365 days = 2

Market Value Adjustment Factor: .9 X (I-J) X N

= .9 X (.045 - .048) X (730/365) = -.0054

Market Value Adjustment = Market Value Adjustment
Factor X Amount Subject to Market Value Adjustment

-.0054 X ($10,000.00 - $1,638.04) = -$52.78

Step 4. Calculate the Withdrawal Charge: .05 X ($10,000.00 - $1,638.04 - $52.78) = $415.46

Step 5. Calculate the amount received by customers as a
result of full withdrawal at the end of Contract Year 3: $11,411.66 - $415.46 - $52.78 = $10,943.42

</TABLE>

<PAGE>

APPENDIX B
WITHDRAWAL ADJUSTMENT EXAMPLE

Issue Date: January 1, 1999

Initial Purchase Payment: $50,000

Death Benefit Amount

Contract Contract Death
Value Before Transaction Value Benefit Greatest
Occurrence Amount After Anniversary Anniversary
Date Type of Occurrence Occurrence Value Value

</TABLE>

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

Greatest Anniversary Value Death Benefit

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

This example represents the proportional reduction applicable in all contracts.

</TABLE>

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS

Description Page

Additions, Deletions or Substitutions of Investments......................
The Contract..............................................................
Purchases........................................................
Tax-free Exchanges (1035 Exchanges, Rollovers and Transfers).....
Performance Information...................................................
Calculation of Accumulation Unit Values...................................
Calculation of Variable Income Payments...................................
General Matters...........................................................
Incontestability.................................................
Settlements......................................................
Safekeeping of the Variable Account's Assets.....................
Premium Taxes....................................................
Tax Reserves.....................................................
Federal Tax Matters.......................................................
Qualified Plans...........................................................
Experts...................................................................
Financial Statements......................................................

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

[back cover]

<PAGE>

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The By-laws of Allstate Life Insurance Company of New York
("Registrant") provide that Registrant will indemnify its officers and directors
for certain damages and expenses that may be incurred in the performance of
their duty to Registrant. No indemnification is provided, however, when such
person is adjudged to be liable for negligence or misconduct in the performance
of his or her duty, unless indemnification is deemed appropriate by the court
upon application.

ITEM 16. EXHIBITS.

Exhibit No. Description

(1) Form of Underwriting Agreement (Incorporated herein by reference to
Pre-Effective Amendment No. 1 to Registrant's Form N-4 Registration
Statement (File No. 033-65381) dated September 20, 1996.)

(2) None

(4) (a) Form of AIM Lifetime Plus(SM) Variable Annuity Contract (Incorporated
herein by reference to Pre-Effective Amendment No. 1 to Form N-4 Registration
Statement of Allstate Life of New York Separate Account A (File No. 033-65381)
dated September 20, 1996.)

(4) (b)Form of AIM Lifetime Plus(SM) II Variable Annuity Contract (Incorporated
herein by reference to Post-Effective Amendment No. 4 to Form N-4 Registration
Statement of Allstate Life of New York Separate Account A (File No. 033-65381)
dated November 12, 1999.)

(4)(c) Form of Allstate Custom Portfolio Variable Annuity Contract (Incorporated
herein by reference to Form N-4 Registration Statement of Allstate Life of New
York Separate Account A (File No. 333-94785) dated January 14, 2000.)

(5)(a) Opinion and Consent of General Counsel re: Legality (Incorporated herein
by reference to Pre-Effective Amendment No. 1 to Form S-3 Registration Statement
of Allstate Life Insuance Company of New York (File No. 033-65355) dated
September 20, 1996.)

(5)(b) Opinion and Consent of General Counsel re: Legality (Incorporated herein
by reference to Post-Effective Amendment No. 4 to Form S-3 Registration
Statement of Allstate Life Insurance Company of New York (File No. 033-65355)
dated November 23, 1999.)

(5)(c) Opinion and Consent of General Counsel re: Legality (Previously filed in
Post-Effective Amendment No. 1 to this Registation Statement (File No.
333-95703) dated February 14, 2000.)

(8) None

(11) None

(12) None

(15) None

(23)(a) Independent Auditors' Consent

(23)(b) Consent of Attorneys

(24)(a)Powers of Attorney for Marcia D. Alazraki, Cleveland Johnson, Jr., John
R. Raben, Jr., Sally A. Slacke, Samuel H. Pilch, Kevin R. Slawin, Michael J.
Velotta and Thomas J. Wilson, II, (Incorporated herein by reference to
Registrant's Form S-3 Registration Statement (File No. 333-86007) dated August
27, 1999.)

(24)(b) Power of Attorney for Vincent A. Fusco (Previously field in
Post-Effective Amendment No. 1 to this Registration Statement (File No.
333-95703) dated February 14, 2000.)

(25) None

(26) None

(27) Not applicable

(99) Form of Resolution of Board of Directors (Incorporated herein by reference
to Post-Effective Amendment No. 5 to Registrant's Form S-1 Registration
Statement (File No. 033-47245) dated April 1, 1997.)

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to the registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof ) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;

(iii)to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
and

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant, Allstate Life Insurance Company of New York, 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 the payment by registrant of expenses incurred or paid 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 its 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
Securities Act and will be governed by the final adjudication of such issue.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the
Township of Northfield, State of Illinois on the 24th day of April, 2000.

ALLSTATE LIFE INSURANCE COMPANY

OF NEW YORK

(REGISTRANT)

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

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
24th day of April, 2000.

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

*/VINCENT A. FUSCO Director and Chief Operating Officer
- -----------------------
Vincent A. Fusco

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

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

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

*/MARCIA D. ALAZRAKI Director
- --------------------
Marcia D. Alazraki

*/CLEVELAND JOHNSON, JR. Director
- ------------------------
Cleveland Johnson, Jr.

*/MARLA G. FRIEDMAN Director
- ----------------------
Marla G. Friedman

*/JOHN R. RABEN, JR. Director
- ----------------------
John R. Raben, Jr.

*/SALLY A. SLACKE Director
- ----------------------
Sally A. Slacke

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

<PAGE>

EXHIBIT LIST

The following exhibits are filed herewith:

Exhibit No. Description

(23)(a) Independent Auditors' Consent
(23)(b) Consent of Attorneys
(24)(b) Power of Attorney for Thomas J. Wilson, II

Exhibit (23)(a)

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Post-Effective Amendment
No. 2 to Registration Statement 333-95703 of Allstate Life Insurance Company of
New York on Form S-3 of our report dated February 25, 2000, appearing in the
Annual Report on Form 10-K of Allstate Life Insurance Company of New York for
the year ended December 31, 1999 and of our reports dated February 25, 2000 and
March 27, 2000 appearing in the Statement of Additional Information on Form N-4
dated April 19, 2000 of Allstate Life Insurance Company of New York and Allstate
Life of New York Separate Account A, respectively. We also consent to the
reference to us under the heading "Experts" in the Prospectuses, which is part
of such Registration Statement.

Chicago, Illinois
April 19, 2000

<PAGE>
Exhibit (23)(b)

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 S-3 Registration Statement of Allstate Life Insurance Company of New York
(File No. 333-95703).

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

Washington, D.C.
April 21, 2000

POWER OF ATTORNEY

With Respect to the Allstate Life Insurance Company of New York
Registration Statement on Form S-3

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, and him in any and all capacities, to sign any
registration statements and amendments thereto for Allstate Life Insurance
Company of New York 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.

Date: April 24, 2000

/s/ THOMAS J. WILSON, II
------------------------
Thomas J. Wilson, II
President and Director