GLENBROOK LIFE & ANNUITY CO, S-1/A, 1996-02-16

GLENBROOK LIFE & ANNUITY CO
S-1/A, 1996-02-16

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As filed with the Securities and Exchange Commission on February 16, 1996

Registration No. 33-33300987

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

PRE-EFFECTIVE AMENDMENT NO. 1 [x]
to
FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]

GLENBROOK LIFE AND ANNUITY COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

----------------------------------
ILLINOIS 6311
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER)

35-1113325
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
------------------------------

3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
-----------------------------

MICHAEL J. VELOTTA, ESQUIRE
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
GLENBROOK LIFE AND ANNUITY COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
847/402-2400
(NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE)
------------------------------

COPIES TO:

STEPHEN E. ROTH, ESQUIRE JOHN R. HEDRICK, ESQUIRE
SUTHERLAND, ASBILL AND BRENNAN ALLSTATE LIFE FINANCIAL SERVICES, INC.
1275 PENNSYLVANIA AVENUE 3100 SANDERS ROAD
WASHINGTON, D.C. 20004-2404 NORTHBROOK, ILLINOIS 60062

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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 check the following box: [x]

CALCULATION OF REGISTRATION FEE

PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM AMOUNT
CLASS OF AMOUNT OFFERING AGGREGATE OF
SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT PRICE FEE

<S> <C> <C> <C> <C>
Deferred Annuity Contracts and
Participating Interests therein $290,000.00 * * $100.00

</TABLE>

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

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GLENBROOK LIFE AND ANNUITY COMPANY

CROSS REFERENCE SHEET

PURSUANT TO REGULATION S-K, ITEM 501(B)

FORM S-1 ITEM NUMBER AND CAPTION HEADING IN PROSPECTUS
- -------------------------------- ---------------------

1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus . . . . . . . . .. . . . .Outside Front Cover Page

2. Inside Front and Outside Back
Cover Pages of Prospectus. . . . . . . . . . . . . . . . Inside Front Cover

3. Summary Information, Risk
Factors and Ratio of Earnings
to Fixed Charges. . . . . . . . . . . . . . . . . . . .Inside Front Cover;
Accumulation Units;
Accumulation Unit Value

4. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . Investments

5. Determination of Offering Price . . . . . . . . . . . . . . Not Applicable

6. Dilution. . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable

7. Selling Security Holders. . . . . . . . . . . . . . . . . . .Not Applicable

8. Plan of Distribution. . . . . . . . . . . . . . .Purchase of the Contracts;
Distribution of the
Contracts

9. Description of Securities
to be Registered. . . . . . . . . . . . . . . . Purchase of the Contracts;
Benefits under the Contract;
Charges and other Deductions;
Federal Tax Matters;
Taxation of Annuities in General

10. Interests of Named Experts and Counsel. . . . . . . . . . . Not Applicable

11. Information with Respect to the
Registrant. . .. . . .. . . . . . . . Glenbrook Life and Annuity Company
and the Variable Account;
Selected Financial Data;
Competition; Employees; Properties;
State and Federal Regulation;
Executive Officers and Directors of the Company;
Executive Compensation; Legal Proceedings

12. Disclosure of Commission Position
on Indemnification for
Securities Act Liabilities . . . . . . . . . . . . . . . . Not Applicable

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GLENBROOK LIFE MULTI-MANAGER VARIABLE ACCOUNT
OFFERED BY
GLENBROOK LIFE AND ANNUITY COMPANY
POST OFFICE BOX 94042
PALATINE, ILLINOIS 60094-4042
1-(800) 755-5275
INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED VARIABLE
ANNUITY CONTRACTS

___________

This prospectus describes the Glenbrook Life Multi-Manager Variable
Annuity, a Flexible Premium Deferred Variable Annuity Contract ("Contract")
designed to aid you in long-term financial planning and which can be used for
retirement planning. The Contracts are issued by Glenbrook Life and Annuity
Company ("Company"), a wholly owned subsidiary of Allstate Life Insurance
Company. Purchase payments for the Contracts will be allocated to a series of
Variable Sub-accounts of the Glenbrook Life Multi-Manager Variable Account
("Variable Account") and/or to a Fixed Account option(s) funded through the
Company's general account.

The Contracts are issued as individual Contracts or as group Contracts.
In states where the Contracts are available only as group Contracts, a
certificate is issued that summarizes the provisions of the group Contract.
For convenience, this prospectus refers to both Contracts and certificates as
"Contracts."

The Variable Account invests in shares of a fund or funds as specified
in your Contract. Each Fund will have multiple portfolios. All of the Funds
which are described in this prospectus may not be available with your
Contract. Presently, the Variable Account will invest in shares of the Dean
Witter Variable Investment Series (the "Fund"). The Fund is comprised of
eleven portfolios: (1) Money Market; (2) Quality Income Plus; (3) High Yield;
(4) Utilities; (5) Dividend Growth; (6) Equity; (7) Strategist; (8) Capital
Growth; (9) European Growth; (10) Global Dividend Growth; and (11) Pacific
Growth.

This prospectus presents information you should know before making a
decision to invest in the Contract and the available Investment Alternatives.

The Contract Value will vary daily as a function of the investment
performance of the Sub-accounts and any interest credited under the Fixed
Account Options. The Company does not guarantee any minimum Contract Value
for amounts allocated to the Variable Account. Benefits provided by this
Contract, when based on the Guaranteed Maturity Fixed Account, are subject to
a Market Value Adjustment, the operation of which may result in upward or
downward adjustments in withdrawal benefits, death benefits, settlement values,
transfers to other Sub-accounts, or periodic income payments.

THE CONTRACTS MAY BE DISTRIBUTED THROUGH BROKER-DEALERS WHICH HAVE
RELATIONSHIPS WITH BANKS OR OTHER FINANCIAL INSTITUTIONS OR BY EMPLOYEES OF
SUCH BANKS; HOWEVER, THE CONTRACTS AND THE INVESTMENTS IN THE FUNDS ARE NOT
DEPOSITS, OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY ANY BANK, AND THE
FUNDS' SHARES ARE NOT FEDERALLY INSURED OR GUARANTEED BY THE U.S. GOVERNMENT,
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY
OTHER AGENCY. INVESTMENT IN THE CONTRACTS INVOLVES INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THESE CONTRACTS ARE NOT FDIC
INSURED.

The Company has prepared and filed a Statement of Additional Information
dated , 1996 with the U.S. Securities and Exchange Commission. If
you wish to receive the Statement of Additional Information, you may obtain a
free copy by calling or writing the Company at the address above. For your
convenience, an order form for the Statement of Additional Information may be
found on page B-2 of this

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prospectus. Before ordering, you may wish to review the Table of Contents of
the Statement of Additional Information on page B-1 of this prospectus. The
Statement of Additional Information has been incorporated by reference into
this prospectus.

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED OR PRECEDED BY A CURRENT
PROSPECTUS FOR THE FUNDS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE

The Contract is not available in all states.

At least once each Contract year, the Company will send the Owner an
annual statement that contains certain information pertinent to the
individual Owner's Contract. The annual statement details values and specific
Contract data that applies to each particular Contract. The annual statement
does not contain financial statements of the Company, although the Company's
financial statements are on page F-1 of this prospectus. In addition, the
Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports and other
information with the Securities and Exchange Commission. Reports and other
information filed by the Company can be inspected at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of such material can be obtained from the
Public Reference Section of the Commission, Washington, D.C. 20549 at
prescribed rates.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO DEALER, SALESMAN, OR OTHER PERSON
IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN
CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON.

THE DATE OF THIS PROSPECTUS IS , 1996.

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TABLE OF CONTENTS

Page
----

GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SUMMARY OF VARIABLE ACCOUNT EXPENSES . . . . . . . . . . . . . . .
CONDENSED FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . .
YIELD AND TOTAL RETURN DISCLOSURE. . . . . . . . . . . . . . . . .
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . .
GLENBROOK LIFE AND ANNUITY COMPANY AND THE VARIABLE ACCOUNT. . . .
Glenbrook Life and Annuity Company . . . . . . . . . . . . . . .
The Variable Account . . . . . . . . . . . . . . . . . . . . . .
THE FUNDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dean Witter Variable Investment Series.. . . . . . . . . . . . .
Investment Advisor for the Dean Witter Variable
Investment Series . . . . . . . . . . . . . . . . . . . . . .
FIXED ACCOUNT OPTIONS. . . . . . . . . . . . . . . . . . . . . . .
The Dollar Cost Averaging Fixed Account. . . . . . . . . . . . .
The Guaranteed Maturity Fixed Account. . . . . . . . . . . . . .
Example of Interest Crediting During the Guarantee Period . . .
Withdrawals or Transfers . . . . . . . . . . . . . . . . . . . .
Market Value Adjustment. . . . . . . . . . . . . . . . . . . . .
PURCHASE OF THE CONTRACTS. . . . . . . . . . . . . . . . . . . . .
Purchase Payment Limits. . . . . . . . . . . . . . . . . . . . .
Free-Look Period . . . . . . . . . . . . . . . . . . . . . . . .
Crediting of Initial Purchase Payment. . . . . . . . . . . . . .
Allocation of Purchase Payments. . . . . . . . . . . . . . . . .
Accumulation Units . . . . . . . . . . . . . . . . . . . . . . .
Accumulation Unit Value. . . . . . . . . . . . . . . . . . . . .
Transfers Among Investment Alternatives. . . . . . . . . . . . .
Dollar Cost Averaging. . . . . . . . . . . . . . . . . . . . . .
Automatic Fund Rebalancing . . . . . . . . . . . . . . . . . . .
BENEFITS UNDER THE CONTRACT. . . . . . . . . . . . . . . . . . . .
Withdrawals. . . . . . . . . . . . . . . . . . . . . . . . . . .
Income Payments. . . . . . . . . . . . . . . . . . . . . . . . .
Payout Start Date for Income Payments. . . . . . . . . . . . .
Variable Account Income Payments . . . . . . . . . . . . . . .
Fixed Amount Income Payments . . . . . . . . . . . . . . . . .
Income Plans . . . . . . . . . . . . . . . . . . . . . . . . .
DEATH BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . .
Distribution Upon Death Payment Provisions . . . . . . . . . . .
Death Benefit Amount . . . . . . . . . . . . . . . . . . . . . .
CHARGES AND OTHER DEDUCTIONS . . . . . . . . . . . . . . . . . . .
Deductions from Purchase Payments. . . . . . . . . . . . . . . .
Withdrawal Charge (Contingent Deferred Sales Charge) . . . . . .
Contract Maintenance Charge. . . . . . . . . . . . . . . . . . .
Administrative Expense Charge. . . . . . . . . . . . . . . . . .
Mortality and Expense Risk Charge. . . . . . . . . . . . . . . .
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Transfer Charges . . . . . . . . . . . . . . . . . . . . . . . .
Fund Expenses. . . . . . . . . . . . . . . . . . . . . . . . . .
GENERAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . .
Owner. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . .
Assignments. . . . . . . . . . . . . . . . . . . . . . . . . . .
Delay of Payments. . . . . . . . . . . . . . . . . . . . . . . .
Modification . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer Inquiries . . . . . . . . . . . . . . . . . . . . . . .
FEDERAL TAX MATTERS. . . . . . . . . . . . . . . . . . . . . . . .
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation of Annuities in General . . . . . . . . . . . . . . . .
Tax Deferral . . . . . . . . . . . . . . . . . . . . . . . . .
Non-natural Owners . . . . . . . . . . . . . . . . . . . . . .
Diversification Requirements . . . . . . . . . . . . . . . . .
Ownership Treatment. . . . . . . . . . . . . . . . . . . . . .
Delayed Maturity Dates . . . . . . . . . . . . . . . . . . . .
Taxation of Partial and Full Withdrawals . . . . . . . . . . .
Taxation of Annuity Payments . . . . . . . . . . . . . . . . .
Taxation of Annuity Death Benefits . . . . . . . . . . . . . .
Penalty Tax on Premature Distributions . . . . . . . . . . . .
Aggregation of Annuity Contracts . . . . . . . . . . . . . . .
Tax Qualified Contracts. . . . . . . . . . . . . . . . . . . .
Restrictions Under Section 403(b) Plans. . . . . . . . . . . .
Income Tax Withholding . . . . . . . . . . . . . . . . . . . .
DISTRIBUTION OF THE CONTRACTS. . . . . . . . . . . . . . . . . . .
VOTING RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . .
SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . . . . .
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS FOR THE THREE PERIODS ENDED
DECEMBER 31, 199 . . . . . . . . . . . . . . . . . . . . . . .
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Results of Operations. . . . . . . . . . . . . . . . . . . . . .
Liquidity and Capital Resources. . . . . . . . . . . . . . . . .
Segment Information. . . . . . . . . . . . . . . . . . . . . . .
Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments. . . . . . . . . . . . . . . . . . . . . . . . . . .
Pending Accounting Standards . . . . . . . . . . . . . . . . . .
COMPETITION. . . . . . . . . . . . . . . . . . . . . . . . . . . .
EMPLOYEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . .
STATE AND FEDERAL REGULATION . . . . . . . . . . . . . . . . . . .
EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY. . . . . . . . . .
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . .
LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . .
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . .
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . F-1
APPENDIX A - Market Value Adjustment . . . . . . . . . . . . . . . A-1

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STATEMENT OF ADDITIONAL INFORMATION: TABLE OF CONTENTS . . . . . . B-1
ORDER FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-2

GLOSSARY

ACCUMULATION UNIT: A measure of your ownership interest in a Sub-account of
the Variable Account prior to the Payout Start Date. Analogous, though not
identical, to a share owned in a mutual fund.

ACCUMULATION UNIT VALUE: The value of each Accumulation Unit which is
calculated each Valuation Date. Each Sub-account of the Variable Account has
its own distinct Accumulation Unit Value. Analogous, though not identical, to
the share price (net asset value) of a mutual fund.

ANNUITANT(S): The person or persons whose life determines the latest Payout
Start Date and the amount and duration of any income payments for Income Plan
options other than Guaranteed Payments for a Specified Period. Joint
annuitants are only permitted on or after the Payout Start Date.

BENEFICIARY(IES): The person(s) to whom any benefits are due when a death
benefit is payable and there is no surviving Owner.

COMPANY("WE," "US"): Glenbrook Life and Annuity Company.

CONTRACT: The Glenbrook Life and Annuity Company Flexible Premium Deferred
Variable Annuity Contract, known as the "Glenbrook Life Multi-Manager
Variable Annuity," that is described in this prospectus.

CONTRACT ANNIVERSARY: An anniversary of the date that the Contract was
issued.

CONTRACT VALUE: The value of all amounts accumulated under the Contract
prior to the Payout Start Date, equivalent to the Accumulation Units in each
Sub-account of the Variable Account multiplied by the respective Accumulation
Unit Value, plus the value in the Fixed Account.

CONTRACT YEAR: A period of 12 months starting with the issue date or any
Contract Anniversary.

DOLLAR COST AVERAGING FIXED ACCOUNT: Purchase payments may be allocated to
the Dollar Cost Averaging Fixed Account for the purpose of establishing a
Dollar Cost Averaging Program.

GUARANTEED MATURITY FIXED ACCOUNT: The Guaranteed Maturity Fixed Account is
divided into Sub-accounts. These Sub-accounts are distinguished by Guarantee
Period(s) and the dates the period(s) begin. The Fixed Sub-accounts are
established when purchase payments are allocated to the Guaranteed Maturity
Fixed Account; when previous Sub-accounts expire and a new Guarantee Period
is selected; and when You transfer an amount to the Guaranteed Maturity Fixed
Account.

GUARANTEE PERIOD: A period of years for which a specified effective annual
interest rate is guaranteed by the Company.

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INCOME PLAN : One of several ways in which a series of payments are made
after the Payout Start Date. Income payment amounts may vary based on any
Sub-account of the Variable Account and/or may be fixed for the duration of
the Income Plan.

INVESTMENT ALTERNATIVES: The Sub-accounts of the Variable Account and the
Fixed Account options.

MARKET VALUE ADJUSTMENT: The adjustment made to the money distributed from a
Sub-account of the Guaranteed Maturity Fixed Account, prior to the end of the
Guarantee Period, to reflect the impact of changes in interest rates between
the time the Sub-account of the Guaranteed Maturity Fixed Account was
established and the time of distribution.

NON-QUALIFIED CONTRACTS: Contracts other than Qualified Contracts.

OWNER(S)("YOU"): With respect to individual Contracts, the person or persons
designated as the Owner in the Contract. With respect to group Contracts, an
individual participant(s) under the Contract.

PAYOUT START DATE: The date on which income payments begin.

PORTFOLIOS: The mutual fund portfolios of the Fund(s).

QUALIFIED CONTRACTS: Contracts issued under plans that qualify for special
federal income tax treatment under Sections 401(a), 403(a), 403(b) and 408 of
the Internal Revenue Code.

VALUATION DATE : Each day that the New York Stock Exchange is open for
business. The Valuation Date does not include such Federal and non-Federal
holidays as are observed by the New York Stock Exchange.

VALUATION PERIOD: The period between successive Valuation Dates, commencing
at the close of regular trading on the New York Stock Exchange (which is
normally 4:00pm Eastern Time) and ending as of the close of regular trading
on the New York Stock Exchange on the next succeeding Valuation Date.

VARIABLE ACCOUNT: Glenbrook Life Multi-Manager Variable Account, a separate
investment account established by the Company to receive and invest purchase
payments paid under the Contracts.

VARIABLE SUB-ACCOUNT: A portion of the Variable Account invested in shares
of a corresponding portfolio. The investment performance of each Variable
Sub-account is linked directly to the investment performance of its
corresponding portfolio.

HIGHLIGHTS

THE CONTRACT

This Contract is designed for long-term financial planning and retirement
planning. Money can be allocated to any combination of Variable Sub-accounts
and Fixed Account options. You have access to your funds either through
withdrawals of Contract Value or through periodic income payments. You bear
the entire investment risk for Contract Values and income payments based upon
the Variable Account, because values will vary depending on the investment
performance of the Portfolio(s) underlying the Variable Sub-accounts you

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select. See "Accumulation Unit Value," page and "Income Plans," page .
You will also bear the investment risk of adverse changes in interest rates
in the event amounts are prematurely withdrawn or transferred from Sub-accounts
of the Guaranteed Maturity Fixed Account. See "Guaranteed Maturity Fixed
Account," page .

FREE-LOOK

You may cancel the Contract any time within 20 days after receipt of the
Contract and receive a full refund of purchase payments allocated to the
Fixed Account options. Purchase payments allocated to the Variable Account
will be returned after an adjustment to reflect investment gain or loss that
occurred from the date of allocation through the date of cancellation, unless
a refund of purchase payments is required by state or federal law.

HOW TO INVEST

Your first purchase payment must be at least $3,000 (for qualified
contracts, $2,000). Subsequent purchase payments must be at least $50.
Purchase payments may also be made pursuant to an Automatic Addition Program.
See "Purchase Payment Limits," page . At the time of your application, you
will allocate your purchase payment among the Investment Alternatives. The
allocation you specify on the application will be effective immediately. All
allocations must be in whole percents from 0% to 100% (total allocation
equals 100%) or in whole dollars (total allocation equals entire dollar
amount of purchase payment). Allocations may be changed by notifying the
Company in writing. See "Allocation of Purchase Payments," page .

INVESTMENT ALTERNATIVES

Presently, the Variable Account invests in shares of the Dean Witter
Variable Investment Series (the "Fund"). The Fund has a total of eleven
portfolios available under the Contract. The portfolios include: (1) Money
Market; (2) Quality Income Plus; (3) High Yield; (4) Utilities; (5) Dividend
Growth; (6) Equity; (7) Strategist; (8) Capital Growth; (9) European Growth;
(10) Global Dividend Growth; and (11) Pacific Growth. The assets of each
portfolio are held separately from the other portfolios and each has distinct
investment objectives and policies which are described in the accompanying
prospectus for the Fund. In addition to the Variable Account, Owners can
also allocate all or part of their purchase payments to the Fixed Account
options. See "Fixed Account Options," on page .

TRANSFERS AMONG INVESTMENT ALTERNATIVES

Prior to the Payout Start Date, you may transfer amounts among the
Investment Alternatives. The Company reserves the right to assess a $10
charge on each transfer in excess of twelve per Contract Year. The Company is
presently waiving this charge. Transfers to the Guaranteed Maturity Fixed
Account must be at least $50. Certain Fixed Account transfers may be
restricted. See "Transfers Among Investment Alternatives," page . You may
want to enroll in a Dollar Cost Averaging Program or an Automatic Portfolio
Rebalancing Program. See "Dollar Cost Averaging," page , and "Automatic
Portfolio Rebalancing," page .

<PAGE>

CHARGES AND DEDUCTIONS

The costs of the Contract include: a contract maintenance charge ($35
annually), a mortality and expense risk charge (deducted daily, equal on an
annual basis to 1.25% of the Contract's daily net assets of the Variable
Account and for Contracts with the optional enhanced death benefit provision,
an additional mortality and expense risk charge of .10% is assessed bringing
the total mortality and expense risk charge to 1.35%) and an administrative
expense charge (deducted daily, equal on an annual basis to .10% of the
Contract's daily net assets of the Variable Account). The Company reserves
the right to assess a transfer charge ($10 on each transfer in excess of
twelve per Contract Year). Additional deductions may be made for certain
taxes. See "Contract Maintenance Charge," page , "Mortality and Expense
Risk Charge," page , "Administrative Expense Charge," page , "Transfer
Charges," page , and "Taxes," page .

WITHDRAWALS

You may withdraw all or part of the Contract Value before the earliest of
the Payout Start Date, the death of any Owner or, if the Owner is not a
natural person, the death of the Annuitant. Each Contract Year, no
withdrawal charges or Market Value Adjustments will be applied to amounts
withdrawn up to 15% of the amount of purchase payments. Amounts withdrawn in
excess of the 15% may be subject to a withdrawal charge of 0% to 6% depending
on how long purchase payments have been invested in the Contract. Amounts
withdrawn from a Sub-account of the Guaranteed Maturity Fixed Account, in
excess of the 15%, except during the 30 day period after the Guarantee Period
expires, will be subject to a Market Value Adjustment. Once the total amount
of withdrawals exceed the total amount purchase payments, future withdrawals
will not be subject to a withdrawal charge. See "Withdrawals," page ,
"Withdrawals or Transfers," page , "Taxation of Annuities in General," page
and "Withdrawal Charge," page .

DEATH BENEFIT

The Company will pay a death benefit prior to the Payout Start Date on the
death of any Owner or, if the Owner is not a natural person, the death of the
Annuitant. See "Death Benefit Amount," page .

INCOME PAYMENTS

You will receive periodic income payments beginning on the Payout Start
Date. You may choose among several Income Plans to fit your needs. Income
payments may be received for a specified period or for life (either single or
joint life), with or without a guaranteed number of payments. You can select
income payments that are fixed, variable or a combination of fixed and
variable. See "Income Payments," page .

SUMMARY OF VARIABLE ACCOUNT EXPENSES

The following table illustrates all expenses and fees that you will incur.
The expenses and fees set forth in the table are based on charges under the
Contracts and on the expenses of the Variable Account and the underlying
Funds.

<PAGE>

OWNER TRANSACTION EXPENSES (ALL SUB-ACCOUNTS)

Sales Load Imposed on Purchases (as a percentage of
purchase payments). . . . . . . . . . . . . . . . . . . . . . . . None

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

APPLICABLE SALES
NUMBER OF COMPLETE YEARS SINCE PURCHASE CHARGE AS A
PAYMENT BEING WITHDRAWN WAS MADE PERCENTAGE
- --------------------------------------- -----------------

0 years. . . . . . . . . . . . . . . . . . . . . . . . . . 6%
1 year . . . . . . . . . . . . . . . . . . . . . . . . . . 6%
2 years. . . . . . . . . . . . . . . . . . . . . . . . . . 5%
3 years. . . . . . . . . . . . . . . . . . . . . . . . . . 5%
4 years. . . . . . . . . . . . . . . . . . . . . . . . . . 4%
5 years. . . . . . . . . . . . . . . . . . . . . . . . . . 3%
6 years or more. . . . . . . . . . . . . . . . . . . . . . 0%

Transfer Fee . . . . . . . . . . . . . . . . . . . . . . . . **
Contract Maintenance Charge. . . . . . . . . . . . . . . . . $35***
Variable Account Annual Expenses (as a percentage of the
Contract's average net assets in the Variable Account)
Mortality and Expense Risk Charge. . . . . . . . . . . . . . 1.35%****
Administrative Expense Charge. . . . . . . . . . . . . . . . .10%
---------
Total Variable Account Annual Expenses . . . . . . . . . . . 1.45%****

- ---------

* Each Contract Year up to 15% of the amount of purchase payments may be
withdrawn without a withdrawal charge or a Market Value Adjustment.

** No charges will be imposed on the first twelve transfers in any Contract
Year. The Company reserves the right to assess a $10 charge for each transfer
in excess of twelve in any Contract Year, excluding transfers due to dollar
cost averaging and automatic portfolio rebalancing.

*** The Contract Maintenance Charge will be waived if total purchase
payments as of a Contract Anniversary or upon a full withdrawal are $50,000
or more or if all monies are allocated to the Fixed Account options on the
Contract Anniversary.

**** For Contracts without an enhanced death benefit provision, the mortality
and expense risk charge is 1.25%, resulting in total Variable Account annual
expenses of 1.35%.

<PAGE>

FUND EXPENSES
(AS A PERCENTAGE OF FUND ASSETS)

DEAN WITTER VARIABLE INVESTMENT SERIES
- --------------------------------------
Total Portfolio
Management Annual
Portfolio Fees Other Expenses Expenses
--------- ---------- -------------- ---------------

Money Market . . . . . . . . . . .50% .05% .55%
Quality Income . . . . . . . . . .50%*** .04% .54%
High Yield . . . . . . . . . . . .50% .09% .59%
Utilities. . . . . . . . . . . . .65%*** .03% .68%
Dividend Growth. . . . . . . . . .62%*** .03% .65%
Capital Growth . . . . . . . . . .65% .12% .77%
European Growth. . . . . . . . . 1.00% .16% 1.16%
Equity . . . . . . . . . . . . . .50% .07% .57%
Strategist . . . . . . . . . . . .50% .04% .54%
Pacific Growth . . . . . . . . . 1.00% .01% 1.01%
Global Dividend Growth . . . . . .75% .12% .87%

- ----------

*** This percentage is applicable to portfolio net assets of up to $500
million. For net assets which exceed $500 million in the Quality Income
Plus, Utilities and Dividend Growth portfolios, the management fee will be
.45%, .55% and .50%, respectively.

EXAMPLE

You (the Owner) would pay the following cumulative expenses on a $1,000
investment, assuming a 5% annual return under the following circumstances:

If you terminate your Contract or annuitize for a specified period of
less than 120 months at the end of the applicable time period:

PORTFOLIO 1 YEAR 3 YEARS
- --------- ------ -------

Money Market
Quality Income Plus
High Yield
Utilities
Dividend Growth
Capital Growth
European Growth
Equity
Strategist
Pacific Growth
Global Dividend Growth

<PAGE>

If you do not terminate your Contract or if you annuitize for a
specified period of 120 months or more at the end of the applicable time
period:

PORTFOLIO 1 YEAR 3 YEARS
- --------- ------ -------

Money Market
Quality Income Plus
High Yield
Utilities
Dividend Growth
Capital Growth
European Growth
Equity
Strategist
Pacific Growth
Global Dividend Growth

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSE. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The
purpose of the table is to assist you in understanding the various costs and
expenses that you will bear directly or indirectly. The table reflects
expenses of the Variable Account and the Fund. Premium taxes, which vary from
0 - 3.5% depending on the state where the Contract is sold, are not reflected
in the example.

CONDENSED FINANCIAL INFORMATION

Condensed financial information for the Glenbrook Life Multi-Manager
Variable Account is not included because, as of the date of this prospectus,
the Variable Account had not yet commenced operations and had no assets,
liabilities, or income.

YIELD AND TOTAL RETURN DISCLOSURE

From time to time the Variable Account may advertise the yield and total
return investment performance of one or more Sub-accounts. Yield and
standardized total return advertisements include all charges and expenses
attributable to the Contracts. Including these fees has the effect of
decreasing the advertised performance of a Sub-account, so that a
Sub-account's investment performance will not be directly comparable to that
of an ordinary mutual fund.

When a Sub-account advertises its standardized total return it will be
calculated for one year, five years, and ten years or since inception if the
Sub-account has not been in existence for such periods. Total return is
measured by comparing the value of an investment in the Sub-account at the
end of the relevant period to the value of the investment at the beginning of
the period.

In addition to the standardized total return, the Sub-account may
advertise a non-standardized total return. This figure may be calculated for
one year, five years, and ten years or other periods. Non-standardized total
return is measured in the same manner as the standardized total return
described above, except that the withdrawal charges under the Contract are
not deducted. Therefore, a non-standardized total return for a Sub-account
can be higher than a standardized total return for a Sub-account.

<PAGE>

Certain Sub-accounts may advertise yield in addition to total return.
Except in the case of the Money Market Sub-account, the yield will be
computed in the following manner: the net investment income per unit earned
during a recent one month period is divided by the unit value on the last day
of the period, and then annualized. This figure reflects the recurring
charges at the separate account level.

The Money Market Sub-account may advertise, in addition to the total
return, either yield or the effective yield. The yield in this case refers to
the income generated by an investment in that Sub-account over a seven-day
period net of recurring charges at the separate account level. The income is
then annualized (i.e., the amount of income generated by the investment
during that week is assumed to be generated each week over a 52-week period
and is shown as a percentage of the investment). The effective yield is
calculated similarly but when annualized, the income earned by an investment
in the Money Market Sub-account is assumed to be reinvested at the end of
each seven-day period. The effective yield will be slightly higher than the
yield because of the compounding effect of this assumed reinvestment during a
52-week period.

The Variable Account may also disclose yield, standard total return, and
non-standard total return for periods prior to the date that the Variable
Account commenced operations. For periods prior to the date the Variable
Account commenced operations, performance information for the Sub-accounts
will be calculated based on the performance of the underlying Portfolios and
the assumption that the Sub-accounts were in existence for the same periods
as those of the underlying Portfolios, with a level of charges equal to those
currently assessed against the Sub-accounts.

Please refer to the Statement of Additional Information for a further
description of the method used to calculate a Sub-account's yield and total
return.

FINANCIAL STATEMENTS

The financial statements of Glenbrook Life and Annuity Company are on
page F-1 of this prospectus. The financial statements of Glenbrook Life
Multi-Manager Variable Account are not included in the Statement of
Additional Information because, as of the date of this prospectus, the
Variable Account had not yet commenced operations and had no assets,
liabilities, or income.

GLENBROOK LIFE AND ANNUITY COMPANY AND THE VARIABLE ACCOUNT

GLENBROOK LIFE AND ANNUITY COMPANY

The Company is the issuer of the Contract. The Company is a stock life
insurance company which was organized under the laws of the State of Illinois
in 1992. The Company was originally organized under the laws of the State of
Indiana in 1965. From 1965 to 1983 the Company was known as "United Standard
Life Assurance Company" and from 1983 to 1992 the Company was known as
"William Penn Life Assurance Company of America." As of the date of this
prospectus, the Company is licensed to operate in the District of Columbia
and all states except New York. The Company intends to market the Contract in

<PAGE>

those jurisdictions in which it is licensed to operate. The Company's home
office is located at 3100 Sanders Road, Northbrook, Illinois 60062.

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

The Company and Allstate Life entered into a reinsurance agreement,
effective June 5, 1992, under which the Company reinsures all of its business
with Allstate Life. Under the reinsurance agreement, Fixed Account purchase
payments are automatically transferred to Allstate Life and become invested
with the assets of Allstate Life, and Allstate Life accepts 100% of the
liability under such contracts.

THE VARIABLE ACCOUNT

Established on January 15, 1996, the Glenbrook Life Multi-Manager
Variable Account is a unit investment trust registered with the Securities
and Exchange Commission under the Investment Company Act of 1940. However,
such registration does not signify that the Commission supervises the
management or investment practices or policies of the Variable Account. The
investment performance of the Variable Account is entirely independent of
both the investment performance of the Company's general account and the
performance of any other separate account.

The Variable Account has been divided into eleven Sub-accounts, each of
which invests solely in its corresponding portfolio of the Fund. Additional
Variable Sub-accounts may be added at the discretion of the Company.

The assets of the Variable Account are held separately from the other
assets of the Company. They are not chargeable with liabilities incurred in
the Company's other business operations. Accordingly, the income, capital
gains and capital losses, realized or unrealized, incurred on the assets of
the Variable Account are credited to or charged against the assets of the
Variable Account, without regard to the income, capital gains or capital
losses arising out of any other business the Company may conduct. The
Company's obligations arising under the Contracts are general corporate
obligations of the Company.

THE FUNDS

The Variable Account will invest in shares of one or more Funds. The
Funds are registered with the Securities and Exchange Commission as open-end,
series, management investment companies. Registration of the Funds does not
involve supervision of its management, investment practices or policies by
the Securities and Exchange Commission. The Fund's portfolios are designed
to provide investment vehicles for variable insurance contracts of various
insurance companies, in addition to the Variable Account.

Shares of the Funds are not deposits or obligations of, or guaranteed or
endorsed by any bank and the shares are not federally insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board or any other agency.

<PAGE>

DEAN WITTER VARIABLE INVESTMENT SERIES

The Dean Witter Variable Investment Series offers eleven portfolios for
use with this Contract: (1) Money Market; (2) Quality Income Plus; (3) High
Yield; (4) Utilities; (5) Dividend Growth; (6) Equity; (7) Strategist; (8)
Capital Growth; (9) European Growth; (10) Global Dividend Growth; and (11)
Pacific Growth. Each portfolio has different investment objectives and
policies and operates as a separate investment fund. The following is a brief
description of the investment objectives and programs of the Portfolios:

The Money Market Portfolio seeks high current income, preservation of
capital, and liquidity by investing in certain money market instruments,
principally U.S. government securities, bank obligations, and high grade
commercial paper.

The Quality Income Plus Portfolio seeks, as its primary objective, to
earn a high level of current income and, as a secondary objective, capital
appreciation, but only when consistent with its primary objective, by
investing primarily in debt securities issued by the U.S. Government, its
agencies and instrumentalities, including zero coupon securities and in
fixed-income securities rated A or higher by Moody's Investors Service, Inc.
("Moody's") or Standard & Poor's Corporation ("Standard & Poor's") or
non-rated securities of comparable quality, and by writing covered call and
put options against such securities.

The High Yield Portfolio seeks, as its primary objective, to earn a high
level of current income by investing in a professionally managed diversified
portfolio consisting principally of fixed-income securities rated Baa or
lower by Moody's or BBB or lower by Standard & Poor's or non-rated securities
of comparable quality, which are commonly known as junk bonds, and, as a
secondary objective, capital appreciation when consistent with its primary
objective. The risks of investing in these securities are described in the
prospectus of the Fund, which should be carefully read before investing.

The Utilities Portfolio seeks to provide current income and long-term
growth of income and capital by investing primarily in equity and
fixed-income securities of companies engaged in the public utilities industry.

The Dividend Growth Portfolio seeks to provide reasonable current income
and long-term growth of income and capital by investing primarily in common
stock of companies with a record of paying dividends and the potential for
increasing dividends.

The Capital Growth Portfolio seeks to provide long-term capital growth
by investing principally in common stocks.

The Global Dividend Growth Portfolio seeks to provide reasonable current
income and long-term growth of income and capital by investing primarily in
common stock of companies, issued by issuers worldwide, with a record of
paying dividends and the potential for increasing dividends.

The European Growth Portfolio seeks to maximize the capital appreciation
on its investments by investing primarily in securities issued by issuers
located in Europe.

<PAGE>

The Pacific Growth Portfolio seeks to maximize the capital appreciation
of its investments by investing primarily in securities issued by issuers
located in Asia, Australia and New Zealand.

The Equity Portfolio seeks, as its primary objective, growth of capital
through investments in common stock of companies believed by the Investment
Manager to have potential for superior growth and, as a secondary objective,
income when consistent with its primary objective.

The Strategist Portfolio seeks a high total investment return through a
fully managed investment policy utilizing equity securities, fixed-income
securities rated Baa or higher by Moody's or BBB or higher by Standard &
Poor's (or non-rated securities of comparable quality), and money market
securities, and covered call and put options.

All dividends and capital gains distributions from the Portfolios are
automatically reinvested in shares of the distributing Portfolio at their net
asset value.

INVESTMENT ADVISOR FOR THE DEAN WITTER VARIABLE INVESTMENT SERIES

Dean Witter InterCapital Inc. ("InterCapital") is the investment manager
of the Dean Witter Variable Investment Series. InterCapital is registered
with the Securities and Exchange Commission ("SEC")as an investment adviser.

Morgan Grenfell Investment Services Limited ("MGISL") is Sub-Adviser of
European Growth and Pacific Growth Portfolios. MGISL is also registered with
the SEC as an investment adviser.

The Company cannot guarantee that each of the Funds listed above will
always be available, since the agreements controlling the sale of Fund shares
to the Company for the Contracts contain certain termination provisions and
certain changes may be made in the Sub-accounts and Funds offered under the
Contract (subject to required notice and regulatory approval). See "Additions,
Deletions and Substitutions of Investment" in the Statement of Additional
Information for further information.

There is no assurance that the portfolios will attain their respective
stated objectives. Additional information concerning the investment
objectives and policies of the portfolios can be found in the current
prospectus(es) for the Fund(s) accompanying this prospectus.

You will find more complete information about the portfolios, including
the risks associated with each portfolio, in the accompanying prospectus(es).
You should read the prospectus for the Fund(s) in conjunction with this
prospectus.

THE FUNDS PROSPECTUS SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
CONCERNING THE ALLOCATION OF PURCHASE PAYMENTS TO A PARTICULAR VARIABLE
SUB-ACCOUNT.

FIXED ACCOUNT OPTIONS

THE DOLLAR COST AVERAGING FIXED ACCOUNT

Purchase payments allocated to the Dollar Cost Averaging Fixed Account
become part of the general account of the Company, which supports insurance
and annuity obligations. The general account consists of the general assets
of the Company other than those in segregated asset accounts.

Instead of you bearing the investment risk, as is the case for amounts
in the Variable Account or in other segregated asset accounts of the Company,
we bear the investment risk for all amounts in the Dollar Cost Averaging

<PAGE>

Fixed Account. We have sole discretion to invest the assets of the Dollar
Cost Averaging Fixed Account, subject to applicable law. We guarantee that
the amounts allocated to the Dollar Cost Averaging Fixed Account will be
credited interest at a net effective annual interest rate at least equal to
the minimum guaranteed rate found in the Contract. Currently, the amount of
interest credited in excess of the guaranteed rate will vary periodically at
the sole discretion of the Company. Any interest held in the Dollar Cost
Averaging Fixed Account does not entitle an Owner to share in the investment
experience of the general account.

Money allocated to the Dollar Cost Averaging Fixed Account earns
interest for a one year period at the current rate in effect at the time of
allocation. After the one year period, a renewal rate will be declared.
Subsequent renewal dates will be every twelve months for each payment. The
renewal interest rate will be guaranteed by us for a full year and will not
be less than the minimum guaranteed rate found in the Contract. We may
declare more than one interest rate for different monies based upon the date
of allocation to the Dollar Cost Averaging Fixed Account. Any interest
credited to amounts allocated to the Dollar Cost Averaging Fixed Account in
excess of the guaranteed rate found in the Contract will be determined at the
sole discretion of the Company.

Purchase payments may be allocated to the Dollar Cost Averaging Fixed
Account for the purpose of establishing a Dollar Cost Averaging Program.
Each purchase payment and all its earnings must be transferred out of the
Dollar Cost Averaging Fixed Account via Dollar Cost Averaging within 36
months of the payment. At the end of 36 months, any remaining payment and
associated earnings will be transferred to the Money Market portfolio.

Surrenders and withdrawals from the Dollar Cost Averaging Fixed Account
may be delayed for up to six months.

GUARANTEED MATURITY FIXED ACCOUNT

Purchase payments and transfers allocated to one or more of the
Sub-accounts of the Guaranteed Maturity Fixed Account become part of the
general account of the Company. Each Sub-account offers a separate interest
rate Guarantee Period. Guarantee Periods will be offered at the Company's
discretion and may range from one to ten years. Presently, the Company offers
Guarantee Periods of one, three, five, seven and ten years. The Owner must
select the Sub-account(s) to which to allocate each purchase payment and
transfer. No less than $50 may be allocated to any one Sub-account. The
Company reserves the right to limit the number of additional purchase
payments. The Guaranteed Maturity Fixed Account option may not be available
in all states. Please consult with your sales representative for current
information.

Interest is credited daily to each Sub-account at a rate which compounds
to the effective annual interest rate declared for each Sub-account's
Guarantee Period that has been selected.

The following example illustrates how the Sub-account value for a
Sub-account of the Guaranteed Maturity Fixed Account would grow given an
assumed purchase payment, Guarantee Period, and effective annual interest
rate:

<PAGE>

EXAMPLE OF INTEREST CREDITING DURING THE GUARANTEE PERIOD:

Purchase Payment:. . . . . . . . . . . . . . . . . . . . . . $10,000.00
Guarantee Period:. . . . . . . . . . . . . . . . . . . . . . 5 years
Effective Annual Rate: . . . . . . . . . . . . . . . . . . . 4.75%

END OF CONTRACT YEAR:

Beginning Sub-Account Value $10,000.00
X (1 + Effective Annual Rate) 1.0475
----------
$10,475.00

Sub-Account Value at end of Contract $10,475.00
year 1 X (1 + Effective Annual Rate) 1.0475
----------
$10,972.56

Sub-Account Value at end of Contract $10,972.56
year 2 X (1 + Effective Annual Rate) 1.0475
----------
$11,493.76

Sub-Account Value at end of Contract $11,493.76
year 3 X (1 + Effective Annual Rate) 1.0475
----------
$12,039.71

Sub-Account Value at end of Contract $12,039.71
year 4 X (1 + Effective Annual Rate) 1.0475
----------
Sub-Account Value at end of Guarantee
Period: $12,611.60
----------
----------
</TABLE>

TOTAL INTEREST CREDITED IN GUARANTEE PERIOD: $2,611.60 ($12,611.60-$10,000.00)

NOTE: The above illustration assumes no withdrawals of any amount during the
entire five year period. A withdrawal charge and a Market Value
Adjustment may apply to any amount withdrawn in excess of 15% of the
amount of purchase payments. The hypothetical interest rate is for
illustrative purposes only and is not intended to predict future
interest rates to be declared under the Contract.

The Company has no specific formula for determining the rate of interest
that it will declare initially or in the future. Such interest rates will be
reflective of investment returns available at the time of the determination.
In addition, the management of the Company may also consider various other
factors in determining interest rates, including regulatory and tax
requirements, sales commissions and administrative expenses borne by the
Company, general economic trends, and competitive factors. For current interest
rate information, please contact your sales representative or the Company's
customer support unit at 1(800)755-5275.

<PAGE>

THE MANAGEMENT OF THE COMPANY WILL MAKE THE FINAL DETERMINATION
AS TO THE INTEREST RATES TO BE DECLARED. THE COMPANY CAN NEITHER PREDICT
NOR GUARANTEE FUTURE INTEREST RATES TO BE DECLARED.

Prior to the end of a Guarantee Period, a notice will be mailed to the
Owner outlining the options available at the end of a Guarantee Period.
During the 30 day period after a Guarantee Period expires the Owner may:

- take no action and the Company will automatically renew the
Sub-account value to a Guarantee Period of the same duration to be
established as of the day the previous Guarantee Period expired; or

- notify the Company to apply the Sub-account value to a new
Guarantee Period or periods to be established as of the day the previous
Guarantee Period expired; or

- notify the Company to apply the Sub-account value to any
Sub-account of the Variable Account on the day we receive the notification;
or

- receive a portion of the Sub-account value or the entire
Sub-account value through a partial or full withdrawal that is not subject to
a Market Value Adjustment. In this case, the amount withdrawn will be deemed
to have been renewed at the shortest Guarantee Period then being offered with
current interest credited from the date the Guarantee Period expired.

The Automatic Laddering Program allows the Owner to choose, in advance,
one renewal Guarantee Period for all renewing Sub-accounts. The Owner can
select the Automatic Laddering Program at any time during the accumulation
phase, including on the issue date. The Automatic Laddering Program will
continue until the Owner gives written notice to the Company. The Company
reserves the right to discontinue this Program. For additional information on
the Automatic Laddering Program, please call the Company's Customer Support
Unit at 1(800)755-5275.

WITHDRAWALS OR TRANSFERS

Withdrawals and transfers, paid from a Sub-account of the Guaranteed
Maturity Fixed Account other than during the 30 day period after a Guarantee
Period expires are subject to a Market Value Adjustment. See "Market Value
Adjustment" section on page __ for additional details.

The amount received by the Owner under a withdrawal request equals the
amount requested, adjusted by any Market Value Adjustment, less any
applicable withdrawal charge (based upon the amount requested prior to any
Market Value Adjustment), less premium taxes and withholding (if applicable),
less any applicable transfer fee.

MARKET VALUE ADJUSTMENT

The Market Value Adjustment reflects the relationship between (1) the
Treasury Rate for the original Guarantee Period at the time of the request
for withdrawal or transfer, and (2) the Treasury Rate at the time the
Sub-account was established. As such, the Owner bears some investment risk
under the

<PAGE>

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

Generally, if the Treasury Rate at the time the Sub-account was
established is higher than the applicable current Treasury Rate, then the
Market Value Adjustment will result in a higher amount payable to the Owner
or transferred. Similarly, if the Treasury Rate at the time the Sub-account
was established is lower than the applicable current Treasury Rate (interest
rate for a period equal to the original Guarantee Period), then the Market
Value Adjustment will result in a lower amount payable to the Owner or
transferred.

For example, assume the Owner purchases a Contract and selects an
initial Guarantee Period of five years and the five year Treasury Rate for
that duration is 4.75%. Assume that at the end of 3 years, the Owner makes a
partial withdrawal. If, at that later time, the current five year Treasury
Rate is 4.00%, then the Market Value Adjustment will be positive, which will
result in an increase in the amount payable to the Owner. Similarly, if the
current five year Treasury Rate is 7.00%, then the Market Value Adjustment
will be negative, which will result in a decrease in the amount payable to
the Owner.

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

PURCHASE OF THE CONTRACTS

PURCHASE PAYMENT LIMITS

Your first purchase payment must be at least $3,000 unless the Contract
is a Qualified Contract, in which case the first purchase payment must be at
least $2,000. All subsequent purchase payments must be $50 or more and may be
made at any time until 7 years prior to the Payout Start Date. Subsequent
purchase payments may also be made from your bank account through Automatic
Additions. The minimum purchase payment for allocation to the Dollar Cost
Averaging Fixed Account or any Sub-account of the Guaranteed Maturity Fixed
Account is $50. Please consult with your sales representative for detailed
information about Automatic Additions.

We reserve the right to limit the maximum amount of purchase payments we
will accept.

FREE-LOOK PERIOD

You may cancel the Contract any time within 20 days after receipt of the
Contract and receive a full refund of purchase payments allocated to the
Fixed Account Options. Purchase payments allocated to the Variable Account
will be returned after an adjustment to reflect investment gain or loss that
occurred from the date of allocation through the date of cancellation unless
a refund of purchase payments is required by state or federal law.

CREDITING OF INITIAL PURCHASE PAYMENT

The initial purchase payment accompanied by a duly completed application
will be credited to the Contract within two business days of receipt by us at
our home office. If an application is not duly completed, we will credit the

<PAGE>

purchase payments to the Contract within five business days or return it at
that time unless you specifically consent to us holding the purchase payment
until the application is complete. We reserve the right to reject any
application. Subsequent purchase payments will be credited to the Contract at
the close of the Valuation Period in which the purchase payment is received by
the Company at its home office.

ALLOCATION OF PURCHASE PAYMENTS

On the application, you instruct us how to allocate the purchase payment
among the Investment Alternatives. Purchase payments may be allocated in
whole percents, from 0% to 100% (total allocation equals 100% of the purchase
payment), or in whole dollar amounts (total allocation equals the purchase
payment), to any Investment Alternative. Unless you notify us in writing
otherwise, subsequent purchase payments are allocated according to the
allocation for the previous purchase payment. Any change in allocation
instructions will be effective at the time we receive the notice in good
order.

ACCUMULATION UNITS

Each purchase payment allocated to the Variable Account will be credited
to the Contract as Accumulation Units. For example, if a $10,000 purchase
payment is credited to the Contract when the Accumulation Unit value equals
$10, then 1,000 Accumulation Units would be credited to the Contract. The
Variable Account, in turn, purchases shares of the corresponding Portfolio.

ACCUMULATION UNIT VALUE

The Accumulation Units in each Sub-account of the Variable Account are
valued separately. The value of Accumulation Units will change each Valuation
Period according to the investment performance of the shares purchased by
each Variable Sub-account and the deduction of certain expenses and charges.

The value of an Accumulation Unit in a Variable Sub-account for any
Valuation Period equals the value of the Accumulation Unit as of the
immediately preceding Valuation Period, multiplied by the Net Investment
Factor for that Sub-account for the current Valuation Period. The Net
Investment Factor for a Valuation Period is a number representing the change,
since the last Valuation Date in the value of Sub-account assets per
Accumulation Unit due to investment income, realized or unrealized capital
gain or loss, deductions for taxes, if any, and deductions for the mortality
and expense risk charge and administrative expense charge.

TRANSFERS AMONG INVESTMENT ALTERNATIVES

Amounts may be transferred among Investment Alternatives, subject to the
following restrictions. The Company reserves the right to assess a $10 charge
on each transfer in excess of twelve per Contract Year. The Company is
presently waiving this charge. Transfers to or from more than one Investment
Alternative on the same day are treated as one transfer.

Transfers among Investment Alternatives before the Payout Start Date may
be made at any time. After the Payout Start Date, transfers among
Sub-accounts of the Variable Account or from a variable amount income payment
to a fixed amount income payment may be made only once every six months and

<PAGE>

may not be made during the first six months following the Payout Start Date.
After the Payout Start Date, transfers from a fixed amount income payment are
not allowed.

Telephone transfer requests will be accepted by the Company if received
at 1(800)755-5275 by 3:00 p.m., Central Time. Telephone transfer requests
received at any other telephone number or after 3:00 p.m., Central Time will
not be accepted by the Company. Telephone transfer requests received before
3:00 p.m., Central Time are effected at the next computed value. The Company
utilizes procedures which the Company believes will provide reasonable
assurance that telephone authorized transfers are genuine. Such procedures
include taping of telephone conversations with persons purporting to
authorize such transfers and requesting identifying information from such
persons. Accordingly, the Company disclaims any liability for losses
resulting from such transfers by reason of their allegedly not having been
properly authorized. However, if the Company does not take reasonable steps
to help ensure that such authorizations are valid, the Company may be liable
for such losses.

The minimum amount that may be transferred into a Sub-account of the
Guaranteed Maturity Fixed Account is $50. No transfers are allowed into the
Dollar Cost Averaging Fixed Account. Any transfer from a Sub-account of the
Guaranteed Maturity Fixed Account at a time other than during the 30 day
period after a Guarantee Period expires will be subject to a Market Value
Adjustment.

The Company reserves the right to waive transfer restrictions.

DOLLAR COST AVERAGING

Transfers may be made automatically through Dollar Cost Averaging prior
to the Payout Start Date. Dollar Cost Averaging permits the Owner to transfer
a specified amount every month from the Dollar Cost Averaging Fixed Account
or the Money Market Sub-account, to any Sub-account of the Variable Account.
Dollar Cost Averaging cannot be used to transfer amounts to the Guaranteed
Maturity Fixed Account. In addition, such transfers are not assessed a $10
charge and are not included in the twelve free transfers per Contract Year.

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 the Dollar Cost Averaging program does not
assure you of a greater profit from your purchases under the program; nor
will it prevent or alleviate losses in a declining market.

AUTOMATIC PORTFOLIO REBALANCING

Transfers may be made automatically through Automatic Portfolio
Rebalancing prior to the Payout Start Date. By electing Automatic Portfolio
Rebalancing, all of the money allocated to Sub-accounts of the Variable
Account will be rebalanced to the desired allocation on a quarterly basis,
determined from the first date that you decide to rebalance. Each quarter,
money will be transferred among Sub-accounts of the Variable Account to
achieve the desired allocation.

The desired allocation will be the allocation initially selected, unless
subsequently changed. You may change the allocation at any time by giving us
written notice. The new allocation will be effective with the first rebalancing
that occurs after we receive the written request. We are not responsible for
rebalancing that occurs prior to receipt of the written request.

<PAGE>

Transfers made through Automatic Portfolio Rebalancing are not assessed
a $10 charge and are not included in the twelve free transfers per Contract
Year.

Any money allocated to the Fixed Account Options will not be included in
the rebalancing.

BENEFITS UNDER THE CONTRACT

WITHDRAWALS

You may withdraw all or part of the Contract Value at any time prior to
the earlier of the death of the Owner (or the Annuitant if the Owner is not a
natural person) or the Payout Start Date. The amount available for withdrawal
is the Contract Value next computed after the Company receives the request
for a withdrawal at its home office, adjusted by any applicable Market Value
Adjustment, less any applicable withdrawal charges, contract maintenance
charges, income tax withholding, penalty tax and premium taxes. Withdrawals
from the Variable Account will be paid within seven days of receipt of the
request, subject to postponement in certain circumstances. See "Delay of
Payments," page .

Money can be withdrawn from the Variable Account or the Fixed Account.
To complete the partial withdrawal from the Variable Account, the Company
will redeem Accumulation Units in an amount equal to the withdrawal and any
applicable withdrawal charge and premium taxes. The Owner must name the
Investment Alternative from which the withdrawal is to be made. If none is
named, then the withdrawal request is incomplete and cannot be honored.

The minimum partial withdrawal is $50. If the Contract Value after a
partial withdrawal would be less than $2,000, then the Company will treat the
request as one for termination of the Contract and the entire Contract Value,
adjusted by any Market Value Adjustment, less any charges and premium taxes,
will be paid out.

Partial withdrawals may also be taken automatically through Systematic
Withdrawals on a monthly, quarterly, semi-annual or annual basis. Systematic
Withdrawals of $50 or more may be requested at any time prior to the Payout
Start Date. At the Company's discretion, Systematic Withdrawals may not be
offered in conjunction with Dollar Cost Averaging or Automatic Portfolio
Rebalancing.

Partial and full withdrawals may be subject to income tax and a 10% tax
penalty. This tax and penalty are explained in "Federal Tax Matters," on
page .

After the Payout Start Date, withdrawals are only permitted when
payments from the Variable Account are being made that do not involve life
contingencies. In that case, you may terminate the Variable Account portion
of the income payments at any time and receive a lump sum equal to the
commuted balance of the remaining variable payments due, less any applicable
withdrawal charge.

<PAGE>

INCOME PAYMENTS

PAYOUT START DATE FOR INCOME PAYMENTS

The Payout Start Date is the day that income payments will start under
the Contract. You may change the Payout Start Date at any time by notifying
the Company in writing of the change at least 30 days before the scheduled
Payout Start Date. The Payout Start Date must be (a) at least one month after
the issue date; and (b) no later than the day the Annuitant reaches age 90,
or the 10th anniversary of the issue date, if later.

VARIABLE ACCOUNT INCOME PAYMENTS

The amount of Variable Account income payments depends upon the
investment experience of the Sub-accounts selected by the Owner and any
premium taxes, the age and sex of the Annuitant, and the Income Plan chosen.
The Company guarantees that the amount of the income payment will not be
affected by (1) actual mortality experience and (2) the amount of the
Company's administration expenses.

The Contracts offered by this prospectus contain income payment tables
that provide for different benefit payments to men and women of the same age
(except in states which require unisex annuity tables). Nevertheless, in
accordance with the U.S. Supreme Court's decision in ARIZONA GOVERNING
COMMITTEE V. NORRIS, in certain employment-related situations, annuity tables
that do not vary on the basis of sex will be used.

The total income payments received may be more or less than the total
purchase payments made because (a) Variable Account income payments vary with
the investment results of the underlying Portfolios, and (b) Annuitants may
not live as long as, or may live longer than, expected.

The Income Plan option selected will affect the dollar amount of each
income payment. For example, if an Income Plan for a Life Income is chosen,
the income payments will be greater than income payments under an Income Plan
for a Life Income with Guaranteed Payments.

If the actual net investment experience of the Variable Account is less
than the assumed investment rate, then the dollar amount of the income
payments will decrease. The dollar amount of the income payments will stay
level if the net investment experience equals the assumed investment rate and
the dollar amount of the income payments will increase if the net investment
experience exceeds the assumed investment rate. For purposes of the Variable
Account income payments, the assumed investment rate is 3 percent. For more
detailed information as to how Variable Account income payments are
determined, see the Statement of Additional Information.

FIXED AMOUNT INCOME PAYMENTS

Income payment amounts derived from any monies allocated to any Fixed
Account Option are guaranteed for the duration of the Income Plan. The income
payment based upon any fixed amount income payment is calculated by applying
the portion of the Contract Value in any Fixed Account Option on the Payout
Start Date, adjusted by any Market Value Adjustment and less any applicable
premium tax, to the greater of the appropriate value from the income payment
table selected or such other value as we are offering at that time.

<PAGE>

INCOME PLANS

The Income Plans include:

INCOME PLAN 1 - LIFE INCOME WITH GUARANTEED PAYMENTS

The Company will make payments for as long as the Annuitant lives. If
the Annuitant dies before the selected number of guaranteed payments have
been made, the Company will continue to pay the remainder of the guaranteed
payments.

INCOME PLAN 2 - JOINT AND SURVIVOR LIFE INCOME WITH GUARANTEED PAYMENTS

The Company will make payments for as long as either the Annuitant or
Joint Annuitant, named at the time of Income Plan selection, is living. If
both the Annuitant and the Joint Annuitant die before the selected number of
guaranteed payments have been made, the Company will continue to pay the
remainder of the guaranteed payments.

INCOME PLAN 3 - GUARANTEED NUMBER OF PAYMENTS

The Company will make payments for a specified number of months
beginning on the Payout Start Date. These payments do not depend on the
Annuitant's life. The number of months guaranteed may be from 60 to 360. The
mortality and expense risk charge will be deducted from Variable Account
assets supporting these payments even though the Company does not bear any
mortality risk.

The Owner may change the Income Plan until 30 days before the Payout
Start Date. If an Income Plan is chosen which depends on the Annuitant or
Joint Annuitant's life, proof of age will be required before income payments
begin. Applicable premium taxes will be assessed.

In the event that an Income Plan is not selected, the Company will make
income payments in accordance with Income Plan 1 with Guaranteed Payments for
120 Months. At the Company's discretion, other Income Plans may be available
upon request. The Company currently uses sex-distinct annuity tables.
However, if legislation is passed by Congress or the states, the Company
reserves the right to use income payment tables which do not distinguish on
the basis of sex. Special rules and limitations may apply to certain
qualified contracts.

If the Contract Value to be applied to an Income Plan is less than
$2,000, or if the monthly payments determined under the Income Plan are less
than $20, the Company may pay the Contract Value adjusted by any Market Value
Adjustment and less any applicable taxes, in a lump sum or change the payment
frequency to an interval which results in income payments of at least $20.

DEATH BENEFITS

DISTRIBUTION UPON DEATH PAYMENT PROVISIONS

A distribution upon death may be paid to the Owner determined
immediately after the death if, prior to the Payout Start Date:

<PAGE>

- any Owner dies; or

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

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

A death benefit will be paid: 1) if the Owner elects to receive the
death benefit in a single payment distributed 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 settlement value is the same amount that would be paid in the event of
withdrawal of the Contract Value. The Company will calculate the settlement
value at the end of the Valuation Period coinciding with the requested
distribution date for payment or on the mandatory distribution date of 5
years after the date of death. In any event, the entire distribution upon
death must be distributed within five years after the date of death unless a
surviving spouse continues the Contract or an Income Plan is selected in
accordance with the following sections:

Payments from the Income Plan must begin within one year of the date of
death and must be payable throughout:

- the life of the Owner; or

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

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

If the surviving spouse of the deceased Owner is the new Owner, then the
spouse may elect one of the options listed above or may continue the Contract
in the accumulation phase as if the death had not occurred. The Company will
only permit the Contract to 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.

DEATH BENEFIT AMOUNT

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

(a) the Contract Value on the date the Company determines the death
benefit; or

(b) the Settlement Value on the date the Company determines the death
benefit; or

(c) the Contract Value on the Death Benefit Anniversary immediately
proceeding the date the Company determines the death benefit
increased by purchase payments made since that Death Benefit
Anniversary and reduced by an adjustment for any partial
withdrawals since that Death Benefit Anniversary. The adjustment
is equal to the Contract Value on the Death Benefit Anniversary
multiplied by the ratio of the withdrawal amount to the Contract
Value immediately prior to the withdrawal. 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.

<PAGE>

For Contracts with the optional enhanced death benefit provision, the
death benefit will be the greater of (a) through (c) above, or (d) below:

(d) the greatest of the anniversary values as of the date the Company
determines the death benefit. The anniversary value is equal to
the Contract Value on a Contract Anniversary, increased by purchase
payments made since that anniversary and reduced by an adjustment
for any partial withdrawal since that anniversary. The adjustment
is equal to that Contract Value multiplied by the ratio of the
withdrawal amount to the Contract Value immediately prior to the
to the withdrawal. Anniversary values will be calculated for each
Contract Anniversary prior to the earlier of: (i) the date of death
of the Owner or the Annuitant if the Owner is not a natural person,
we determine the death benefit, or (ii) the oldest Owner's or the
oldest Annuitant's, if the Owner is not a natural person, attained
age 80.

The value of the death benefit will be determined at the end of the
Valuation Period during which the Company receives a complete request for
payment of the death benefit, which includes due proof of death.

The Company will not settle any death claim until it receives due proof of
death.

CHARGES AND OTHER DEDUCTIONS

DEDUCTIONS FROM PURCHASE PAYMENTS

No deductions are made from purchase payments. Therefore, the full
amount of every purchase payment is invested in the Investment
Alternative(s).

WITHDRAWAL CHARGE (CONTINGENT DEFERRED SALES CHARGE)

You may withdraw the Contract Value at any time before the earliest of
the Payout Start Date, the death of any Owner or, if the Owner is not a
natural person, the death of the Annuitant.

There are no withdrawal charges on amounts withdrawn up to 15% of the
amount of purchase payments. Amounts withdrawn in excess of this may be
subject to a withdrawal charge. Amounts not subject to a withdrawal charge
and not withdrawn in a Contract Year are not carried over to later Contract
Years. Withdrawal charges, if applicable, will be deducted from the amount
paid.

For purposes of calculating the amount of the withdrawal charge,
withdrawals are assumed to come from purchase payments first, beginning with
the oldest payment. Withdrawals made after all purchase payments have been
withdrawn, will not be subject to a withdrawal charge. For partial
withdrawals, the Contract Value will be adjusted to reflect the amount of
payment requested by the Owner, any withdrawal charge, any applicable taxes
and any Market Value Adjustment.

<PAGE>

Withdrawals in excess of the free withdrawal amount will be subject to a
withdrawal charge as set forth below:

COMPLETE YEARS SINCE
PURCHASE PAYMENT BEING APPLICABLE WITHDRAWAL
WITHDRAWN WAS MADE CHARGE PERCENTAGE
---------------------- ---------------------

0 YEARS. . . . . . . . . . . . . . . . . . . . . . . . . . 6%
1 YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . 6%
2 YEARS. . . . . . . . . . . . . . . . . . . . . . . . . . 5%
3 YEARS. . . . . . . . . . . . . . . . . . . . . . . . . . 5%
4 YEARS. . . . . . . . . . . . . . . . . . . . . . . . . . 4%
5 YEARS. . . . . . . . . . . . . . . . . . . . . . . . . . 3%
6 YEARS OR MORE. . . . . . . . . . . . . . . . . . . . . . 0%

Withdrawal charges will be used to pay sales commissions and other
promotional or distribution expenses associated with the marketing of the
Contracts. The Company does not anticipate that the withdrawal charges will
cover all distribution expenses in connection with the Contract.

In addition, federal and state income tax may be withheld from
withdrawal amounts. Certain terminations may also be subject to a federal tax
penalty. See "Federal Tax Matters," page .

The Company will waive any withdrawal charge prior to the Payout Start
Date if 1) at least 30 days after the Contract Date any Owner (or Annuitant
if the Owner is not a natural person) is first confined to a long term care
facility or hospital for at least 90 consecutive days, confinement is
prescribed by a physician and is medically necessary, and the request for a
withdrawal and adequate written proof of confinement are received by us no
later than 120 days after discharge or 2) any Owner (or Annuitant if the
Owner is not a natural person) is diagnosed with a terminal illness. The
withdrawal charge will also be waived on withdrawals taken to satisfy IRS
required minimum distribution rules. This waiver is permitted only for
withdrawals which satisfy distributions resulting from this Contract. If
applicable, such withdrawals will be subject to a Market Value Adjustment.

CONTRACT MAINTENANCE CHARGE

A contract maintenance charge is deducted annually from the Contract
Value to reimburse the Company for its actual costs in maintaining each
Contract and the Variable Account. The Company guarantees that the amount of
this charge will not exceed $35 per Contract Year over the life of the
Contract. This charge will be waived if the total purchase payments are
$50,000 or more on a Contract Anniversary or if all money is allocated to the
Fixed Account on the Contract Anniversary.

Maintenance costs include but are not limited to expenses incurred in
billing and collecting purchase payments; keeping records; processing death
claims, cash withdrawals, and policy changes; proxy statements; calculating
Accumulation Unit and Annuity Unit values; and issuing reports to Owners and
regulatory agencies. The Company does not expect to realize a profit from
this charge.

On each Contract Anniversary prior to the Payout Start Date, the
contract maintenance charge will be deducted from Sub-accounts of the
Variable Account in the same proportion that the Owner's value in each bears
to the Owner's total value in all Sub-accounts of the Variable Account. After
the Payout Start Date, a pro rata share of the annual contract maintenance

<PAGE>

charge will be deducted from each income payment. For example, 1/12 of the $35,
or $2.92, will be deducted if there are twelve income payments during the
Contract Year. A pro-rated contract maintenance charge will be deducted if the
Contract is terminated on any date other than a Contract Anniversary.

ADMINISTRATIVE EXPENSE CHARGE

The Company will deduct an administrative expense charge which is equal,
on an annual basis, to .10% of the daily net assets the Owner has allocated
to the Sub-accounts of the Variable Account. This charge is designed to cover
actual administrative expenses which exceed the revenues from the contract
maintenance charge. The Company does not intend to profit from this charge.
The Company believes that the administrative expense charge and contract
maintenance charge have been set at a level that will recover no more than
the actual costs associated with administering the Contracts. There is no
necessary relationship between the amount of administrative charge imposed on
a given Contract and the amount of expenses that may be attributable to that
Contract.

MORTALITY AND EXPENSE RISK CHARGE

The Company will deduct a mortality and expense risk charge which is
equal, on an annual basis, to 1.25% of the daily net assets you have
allocated to the Sub-accounts of the Variable Account. The Company estimates
that .80% is attributable to the assumption of mortality risks and .45% is
attributable to the assumption of expense risks. For Contracts with the
optional enhanced death benefit provision, the mortality and expense risk
charge will be deducted daily, at a rate equal on an annual basis to 1.35% of
the daily net assets in the Variable Account. The assessment of the
additional .10% for the enhanced death benefit is attributed to the
assumption of additional mortality risks. The Company guarantees that the
percentage for this charge will not increase over the life of the Contract.

The mortality risk arises from the Company's guarantee to cover all
death benefits and to make income payments in accordance with the Income Plan
selected and the Income Payment Tables.

The expense risk arises from the possibility that the contract
maintenance and administrative expense charge, both of which are guaranteed
not to increase, will be insufficient to cover actual administrative
expenses.

If the mortality and expense risk charge is insufficient to cover the
Company's mortality costs and excess expenses, the Company will bear the
loss. If the charge is more than sufficient, the Company will retain the
balance as profit. The Company currently expects a profit from this charge.
Any such profit, as well as any other profit realized by the Company and held
in its general account (which supports insurance and annuity obligations),
would be available for any proper corporate purpose, including, but not
limited to, payment of distribution expenses.

TAXES

The Company will deduct applicable state premium taxes or other similar
policyholder taxes relative to the Contract (collectively referred to as
"premium taxes") either at the Payout Start Date, or when a total withdrawal
occurs. Current premium tax rates range from 0 to 3.5%. The Company reserves
the right to deduct premium taxes from the purchase payments.

<PAGE>

At the Payout Start Date, the charge for premium taxes will be deducted
from each Investment Alternative in the proportion that the Owner's value in
the Investment Alternative bears to the total Contract Value.

TRANSFER CHARGES

The Company reserves the right to assess a $10 charge on each transfer
in excess of twelve per Contract Year, excluding transfers through Dollar
Cost Averaging and Automatic Portfolio Rebalancing. The Company is presently
waiving this charge.

FUND EXPENSES

A complete description of the expenses and deductions from the
portfolios is found in the prospectus(es) for the Fund(s). This prospectus is
accompanied by the prospectus(es) for the Fund(s).

GENERAL MATTERS

OWNER

The Owner has the sole right to exercise all rights and privileges under
the Contract, except as otherwise provided in the Contract. The Contract
cannot be jointly owned by both a non-natural person and a natural person.

BENEFICIARY

Subject to the terms of any irrevocable Beneficiary designation, the
Owner may change the Beneficiary at any time by notifying the Company in
writing. Any change will be effective at the time it is signed by the Owner,
whether or not the Owner is living when the change is received by the
Company. The Company will not, however, be liable as to any payment or
settlement made prior to receiving the written notice.

Unless otherwise provided in the Beneficiary designation, if a
Beneficiary predeceases the Owner and there are no other surviving
beneficiaries or if the Owner does not name a Beneficiary, the new
Beneficiary will be: the Owner's spouse if living; otherwise, the Owner's
children, equally, if living; otherwise, the Owner's estate. Multiple
Beneficiaries may be named. Unless otherwise provided in the Beneficiary
designation, if more than one Beneficiary survives the Owner, the surviving
Beneficiaries will share equally in any amounts due.

ASSIGNMENTS

The Company will not honor an assignment of an interest in a Contract as
collateral or security for a loan. Otherwise, the Owner may assign benefits
under the Contract prior to the Payout Start Date. No Beneficiary may assign
benefits under the Contract until they are due. No assignment will bind the
Company unless it is signed by the Owner and filed with the Company. The
Company is not responsible for the validity of an 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.

<PAGE>

DELAY OF PAYMENTS

Payment of any amounts due from the Variable Account under the Contract
will occur within seven days, unless:

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 Securities and Exchange
Commission; or

3. The Securities and Exchange Commission permits delay for the
protection of the Owners.

Payments or transfers from the Fixed Account may be delayed for up to 6
months. If payment or transfer is delayed for 30 days or more, the Company
will pay interest as required by applicable law.

MODIFICATION

The Company may not modify the Contract without the consent of the Owner
except to make the Contract meet the requirements of the Investment Company
Act of 1940, or to make the Contract comply with any changes in the Internal
Revenue Code or to make any changes required by the Code or by any other
applicable law.

CUSTOMER INQUIRIES

The Owner or any persons interested in the Contract may make inquiries
regarding the Contract by calling or writing your representative or the
Company at:

GLENBROOK LIFE AND ANNUITY COMPANY
POST OFFICE BOX 94042
PALATINE, ILLINOIS 60094-4042
1-(800) 755-5275

FEDERAL TAX MATTERS

INTRODUCTION

THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE.
THE COMPANY MAKES NO GUARANTEE REGARDING THE TAX TREATMENT OF ANY CONTRACT OR
TRANSACTION INVOLVING A CONTRACT. Federal, state, local and other tax
consequences of ownership or receipt of distributions under an annuity
contract depend on the individual circumstances of each person. If you are
concerned about any tax consequences with regard to your individual
circumstances, you should consult a competent tax adviser.

<PAGE>

TAXATION OF ANNUITIES IN GENERAL

TAX DEFERRAL

Generally, an annuity contract owner is not taxed on increases in the
Contract Value until a distribution occurs. This rule applies only where (1)
the owner is a natural person, (2) the investments of the Variable Account
are "adequately diversified" in accordance with Treasury Department
Regulations, and (3) the issuing insurance company, instead of the annuity
owner, is considered the owner for federal income tax purposes of any
separate account assets funding the contract.

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 and the income on such contracts is
taxed as ordinary income received or accrued by the owner during the taxable
year. There are several exceptions to the general rule for contracts owned by
non-natural persons which are discussed in the Statement of Additional
Information.

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" in accordance with the standards provided in the Treasury
regulations. If the investments in the Variable Account are not adequately
diversified, then the Contract will not be treated as an annuity contract for
federal income tax purposes and the Owner will be taxed on the excess of the
Contract Value over the investment in the Contract. Although the Company does
not have control over the Portfolios or their investments, the Company
expects the Portfolios to meet the diversification requirements.

OWNERSHIP TREATMENT

In connection with the issuance of the regulations on the adequate
diversification standards, the Department of the Treasury announced that the
regulations do not provide guidance concerning the extent to which contract
owners may direct their investments among Sub-accounts of a variable account.
The Internal Revenue Service has previously stated in published rulings that
a variable contract owner will be considered the owner of separate account
assets if the owner possesses 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, Treasury announced that guidance
would be issued in the future regarding the extent that owners could direct
their investments among Sub-accounts without being treated as owners of the
underlying assets of the Variable Account. As of the date of this prospectus,
no such guidance has been issued.

The ownership rights under this contract are similar to, but different
in certain respects from, those described by the Service in rulings in which
it was determined that contract owners were not owners of separate account
assets. For example, the owner of this contract has the choice of more
investment options to which to allocate premiums and contract values, and may
be able to transfer among investment options more frequently than in such
rulings. These differences could result in the contract owner being treated
as the owner of the assets of the Variable Account. In those circumstances,
income and gains from the

<PAGE>

Variable Account assets would be includible in the Contract Owners' gross
income. In addition, the Company does not know what standards will be set
forth in the regulations or rulings which the Treasury Department has stated
it expects to issue. It is possible that Treasury's position, when announced,
may adversely affect the tax treatment of existing contracts. The Company,
therefore, reserves the right to modify the Contract as necessary to attempt
to prevent the Owner from being considered the federal tax owner of the
assets of the Variable Account. However, the Company makes no guarantee that
such modification to the contract will be successful.

DELAYED MATURITY DATES

If the contract's scheduled maturity date is at a time when the
annuitant has reached an advanced age, e.g., past age 85, it is possible that
the contract would not be treated as an annuity. In that event, the income
and gains under the contract could be currently includible in the owner's
income.

TAXATION OF PARTIAL AND FULL WITHDRAWALS

In the case of a partial withdrawal under a non-qualified contract,
amounts received are taxable to the extent the contract value before the
withdrawal exceeds the investment in the contract. The investment in the
contract is the gross premium or other consideration paid for the contract
reduced by any amounts previously received from the contract to the extent
such amounts were properly excluded from the owner's gross income. In the
case of 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, can be excluded from income.
In the case of 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. If an individual transfers an annuity
contract without full and adequate consideration to a person other than the
individual's spouse (or to a former spouse incident to a divorce), the owner
will be taxed on the difference between the contract value and the investment
in the contract at the time of transfer. Other than in the case of certain
qualified contracts, any amount received 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. The contract provides a
death benefit that in certain circumstances may exceed the greater of the
payments and the contract value. As described elsewhere in the prospectus,
the Company imposes certain charges with respect to the death benefit. It is
possible that some portion of those charges could be treated for federal tax
purposes as a partial withdrawal from the contract.

TAXATION OF ANNUITY PAYMENTS

Generally, the rule for income taxation of payments received from an
annuity contract provides for the return of the owner's investment in the
contract in equal tax-free amounts over the payment period. The balance of
each payment received is taxable. In the case of 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. In the
case of 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. Once the total amount
of the investment in the contract is excluded using these ratios, the annuity
payments will be fully taxable. If annuity payments cease because of the
death of the annuitant before the total amount of the

<PAGE>

investment in the contract is recovered, the unrecovered amount generally
will be allowed as a deduction to the annuitant for his last taxable year.

TAXATION OF ANNUITY DEATH BENEFITS

Amounts may be distributed from an annuity contract because of the death
of an owner or annuitant. Generally, such amounts are includible 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.

PENALTY TAX ON PREMATURE DISTRIBUTIONS

There is a 10% penalty tax on the taxable amount of any premature
distribution from a non-qualified annuity contract. The penalty tax generally
applies to any distribution made prior to the owner attaining age 59 1/2.
However, there should be no penalty tax on distributions to owners (1) made
on or after the owner attains age 59 1/2; (2) made as a result of the owner's
death or disability; (3) made in substantially equal periodic payments over
life or life expectancy; (4) made under an immediate annuity; or (5)
attributable to an investment in the contract before August 14, 1982. Similar
rules apply for distributions under certain qualified contracts. A competent
tax advisor should be consulted to determine if any other exceptions to the
penalty apply to your specific circumstances.

AGGREGATION OF ANNUITY CONTRACTS

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

TAX QUALIFIED CONTRACTS

Annuity contracts may be used as investments with certain tax qualified
plans such as: (1) Individual Retirement Annuities under Section 408(b) of
the Code; (2) Simplified Employee Pension Plans under Section 408(k) of the
Code; (3) Tax Sheltered Annuities under Section 403(b) of the Code; (4)
Corporate and Self Employed Pension and Profit Sharing Plans; and (5) State
and Local Government and Tax-Exempt Organization Deferred Compensation Plans.
In the case of certain tax 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 Code provides for tax-deferred retirement savings
plans for employees of certain non-profit and educational organizations. In
accordance with the requirements of Section 403(b), any annuity contract used
for a 403(b) plan must provide that distributions attributable to salary
reduction contributions made after 12/31/88, and all earnings on salary
reduction contributions, may be made only after the employee attains age
59 1/2, separates from service, dies, becomes disabled or 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 the Company is directed to transfer some or all of the contract value
to another Section 403(b) plans.

<PAGE>

INCOME TAX WITHHOLDING

The Company is required to withhold federal income tax at a rate of 20%
on all "eligible rollover distributions" unless an individual elects to make
a "direct rollover" of such amounts to another qualified plan or Individual
Retirement Account or Annuity (IRA). Eligible rollover distributions
generally include all distributions from qualified contracts, excluding IRAs,
with the exception of (1) required minimum distributions, or (2) a series of
substantially equal periodic payments made over a period of at least 10
years, or the life (joint lives) of the participant (and beneficiary). For
any distributions from non-qualified annuity contracts, or distributions from
qualified contracts which are not considered eligible rollover distributions,
the Company may be required to withhold federal and state income taxes unless
the recipient elects not to have taxes withheld and properly notifies the
Company of such election.

DISTRIBUTION OF THE CONTRACTS

Allstate Life Financial Services, Inc. ("ALFS"), 3100 Sanders Road,
Northbrook Illinois, a wholly owned subsidiary of Allstate Life, acts as the
principal underwriter of the Contracts. ALFS is registered as a broker-dealer
under the Securities Exchange Act of 1934 and became a member of the National
Association of Securities Dealers, Inc. on June 30, 1993. Contracts are sold
by registered representatives of broker-dealers or bank employees who are
licensed insurance agents appointed by the Company, either individually or
through an incorporated insurance agency. In some states, Contracts may be
sold by representatives or employees of banks which may be acting as
broker-dealers without separate registration under the Securities Exchange
Act of 1934, pursuant to legal and regulatory exceptions.

Commissions paid may vary, but in aggregate are not anticipated to
exceed 6.50% of any purchase payment. In addition, under certain
circumstances, certain sellers of the Contracts may be paid persistency
bonuses which will take into account, among other things, the length of time
purchase payments have been held under a Contract, and Contract Values. A
persistency bonus is not expected to exceed 0.25%, on an annual basis, of the
Contract Values considered in connection with the bonus. These commissions
are intended to cover distribution expenses.

The underwriting agreement with ALFS provides for indemnification of
ALFS by the Company for liability to Owners arising out of services rendered
or Contracts issued.

VOTING RIGHTS

The Owner or anyone with a voting interest in the Sub-account of the
Variable Account may instruct the Company on how to vote at shareholder
meetings of the Fund. The Company will solicit and cast each vote according
to the procedures set up by the Fund and to the extent required by law. The
Company reserves the right to vote the eligible shares in its own right, if
subsequently permitted by the Investment Company Act of 1940, its regulations
or interpretations thereof.

Fund shares as to which no timely instructions are received will be
voted in proportion to the voting instructions which are received with
respect to all Contracts participating in that Sub-account. Voting
instructions to abstain on any item to be voted upon will be applied on a
pro-rata basis to reduce the votes eligible to be cast.

<PAGE>

Before the Payout Start Date, the Owner holds the voting interest in
the Sub-account of the Variable Account. (The number of votes for the
Owner will be determined by dividing the Contract Value attributable to a
Sub-account by the net asset value per share of the applicable eligible
Portfolio.)

After the Payout Start Date, the person receiving income payments has
the voting interest. After the Payout Start Date, the votes decrease as
income payments are made and as the reserves for the Contract decrease.
That person's number of votes will be determined by dividing the reserve
for such Contract allocated to the applicable Sub-account by the net asset
value per share of the corresponding eligible Portfolio.

SELECTED FINANCIAL DATA

The following selected financial data for the Company should be read
in conjunction with the financial statements and notes thereto included in
this prospectus beginning on page F-1.

GLENBROOK LIFE AND ANNUITY COMPANY
SELECTED FINANCIAL DATA
(IN THOUSANDS)

To be filed by pre-effective amendment.

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
AND FOR THE PERIOD FROM APRIL 1, 1992
(DATE OF ACQUISITION) TO DECEMBER 31, 1992

GENERAL

Glenbrook Life and Annuity Company (the "Company") is wholly owned by
Allstate Life Insurance Company ("Allstate Life"), which is wholly owned by
Allstate Insurance Company, a wholly-owned subsidiary of The Allstate
Corporation (the "Corporation"). In November 1994, Sears, Roebuck and Co.
("Sears") announced it intended to distribute in a tax-free dividend to its
stockholders its 80.3% ownership interest of the Corporation.

The Company issues single and flexible premium fixed annuity
contracts. In addition, the Company issues flexible premium deferred
variable annuity contracts.

Effective December 31, 1993, the Company entered into an assumption
reinsurance treaty with an affiliate, Glenbrook Life Insurance Company, to
reinsure certain annuity contracts. Per the terms of the agreement, the
Company assumed all of Glenbrook Life Insurance Company's liability under
such contracts.

The Company reinsures all of its insurance in force, including the
business assumed from Glenbrook Life Insurance Company, with Allstate Life.
Accordingly, the results of operations with respect to applications
received and contracts issued by the Company are not reflected in the
Company's financial

<PAGE>

statements. The amounts reflected in the Company's financial statements
relate only to the investment of those assets of the Company that are not
transferred to Allstate Life under the reinsurance agreement.

RESULTS OF OPERATIONS

Net investment income was $2.0 million in 1994 compared with $836
thousand and $405 thousand in 1993 and 1992, respectively. Invested assets
grew $38.5 million in 1994 due entirely to a capital contribution from
Allstate Life during the third quarter of 1994.

Net income was $1.3 million compared to $529 thousand in 1993 and $212
thousand in 1992. The increase in 1994 is due to the increase in investment
income.

LIQUIDITY AND CAPITAL RESOURCES

Under the terms of intercompany reinsurance agreements, assets of the
Company that relate to insurance in-force are transferred to Allstate Life.
Therefore, the funds necessary to support the operations of the Company are
generally provided by Allstate Life and the invested assets supporting
contract liabilities are held by Allstate Life.

During the third quarter of 1994, the Company received a capital
contribution of $39 million from Allstate Life.

SEGMENT INFORMATION

The Company's operations consist of one business segment which is the
issuance of insurance and annuity products.

RESERVES

Under the Company's reinsurance agreement with Allstate Life, the
Company reinsures all reserve liabilities with Allstate Life except for the
variable portion of variable contracts. The Company's variable contract
assets and liabilities are held in legally segregated unitized separate
accounts and are retained by the Company. The transactions related to
guaranteed benefits under the variable contracts are transferred to
Allstate Life.

INVESTMENTS

The Company generally holds its fixed income securities for the long
term, but has classified them as "available for sale" and carries them in
the statement of financial position at fair value, to allow maximum
flexibility in portfolio management.

PENDING ACCOUNTING STANDARDS

In May, 1993, the Financial Accounting Standards Board ("FASB") issued
FASB No. 114, "Accounting by Creditors for Impairment of a Loan." The
statement, which must be adopted by 1995, requires that impairment loans be
measured based on the present value of expected future cash flows

<PAGE>

discounted at the loan's effective interest rate. The impact on net income
and financial condition of adopting this statement is not expected to be
significant.

COMPETITION

The Company is engaged in a business that is highly competitive
because of the large number of stock and mutual life insurance companies
and other entities competing in the sale of insurance and annuities. There
are approximately 2,000 stock, mutual and other types of insurers in
business in the United States. Several independent rating agencies
regularly evaluate life insurer's claims-paying ability, quality of
investments and overall stability. A.M. Best Company assigns A+ (Superior)
to Allstate Life which automatically reinsures all net business of the
Company. A.M. Best Company also assigns the Company the rating of A+(r)
because the Company automatically reinsures all business with Allstate
Life. Standard & Poor's Insurance Rating Services assigns AA+ (Excellent)
to Glenbrook Life's claims-paying ability and Moody's assigns an Aa3
(Excellent) financial stability rating to Glenbrook Life. These ratings do
not relate to the investment performance of the Variable Account.

EMPLOYEES

As of December 31, 1995, Allstate Life has approximately 43 employees
at its home office in Northbrook, Illinois who work primarily on the
Company's matters.

PROPERTIES

The Company occupies office space provided by its parent, Allstate
Life, in Northbrook, Illinois. Expenses associated with these offices are
allocated on a direct and indirect basis to the Company.

STATE AND FEDERAL REGULATION

The insurance business of the Company is subject to comprehensive and
detailed regulation and supervision throughout the United States. The laws
of the various jurisdictions establish supervisory agencies with broad
administrative powers with respect to licensing to transact business,
overseeing trade practices, licensing agents, approving policy forms,
establishing reserve requirements, fixing maximum interest rates on life
insurance policy loans and minimum rates for accumulation of surrender
values, prescribing the form and content of required financial statements
and regulating the type and amounts of investments permitted. Each
insurance company is required to file detailed annual reports with
supervisory agencies in each of the jurisdictions in which it does business
and its operations and accounts are subject to examination by such agencies
at regular intervals.

Under insurance guaranty fund law, in most states, insurers doing
business therein can be assessed up to prescribed limits for contract owner
losses incurred as a result of company insolvencies. The amount of any
future assessments on the Company under these laws cannot be reasonably
estimated. Most of these laws do provide, however, that an assessment may
be excused or deferred if it would threaten an insurer's own financial
strength.

<PAGE>

In addition, several states, including Illinois, regulate affiliated
groups of insurers, such as the Company and its affiliates, under insurance
holding company legislation. Under such laws, intercompany transfers of
assets and dividend payments from insurance subsidiaries may be subject to
prior notice or approval, depending on the size of such transfers and
payments in relation to the financial positions of the companies.

Although the federal government generally does not directly regulate
the business of insurance, federal initiatives often have an impact on the
business in a variety of ways. Current and proposed federal measures which
may significantly affect the insurance business include employee benefit
regulation, controls on medical care costs, removal of barriers preventing
banks from engaging in the securities and insurance business, tax law
changes affecting the taxation of insurance companies, the tax treatment of
insurance products and its impact on the relative desirability of various
personal investment vehicles, and proposed legislation to prohibit the use
of gender in determining insurance and pension rates and benefits.

EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY

The directors and executive officers are listed below, together with
information as to their ages, dates of election and principal business
occupations during the last five years (if other than their present
business occupations).

LOUIS G. LOWER, II, 50, Chief Executive Officer (1995)* and Chairman of the
Board (1992)*

He is also President and Chairman of the Board of Directors of
Allstate Life Insurance Company, Northbrook Life Insurance Company,
Glenbrook Life Insurance Company, The Northbrook Corporation and Allstate
Life Insurance Company of New York; Chairman of the Board of Directors and
Chief Executive Officer of Surety Life Insurance Company and Lincoln
Benefit Life Company; Chairman of the Board of Directors of Allstate
Settlement Corporation; Director and Senior Vice President of Allstate
Insurance Company; Vice President of the Allstate Foundation; and Director
of Allstate Life Financial Services, Inc., Allstate Indemnity Company,
Allstate Property and Casualty Insurance Company, Deerbrook Insurance
Company, Northbrook Indemnity Company, Northbrook National Insurance
Company, Northbrook Property and Casualty Insurance Company, Allstate
International, Inc. and Saison Life Insurance Company, Ltd. Prior to 1990,
he was Executive Vice President of Allstate Life Insurance Company. From
1992 to 1995, in addition to his position as Chairman of the Board, he was
also President of the Company.

MARLA G. FRIEDMAN, 42, President, Chief Operating Officer (1995)* and
Director (1992)*

She is also President and Director of Northbrook Life Insurance
Company, Vice President and Director of Allstate Life Insurance Company,
Glenbrook Life Insurance Company and The Northbrook Corporation; and
Director of Allstate Settlement Corporation and Allstate Life Financial
Services, Inc. Prior to 1995, she was Vice President and Director of
Glenbrook Life and Annuity Company and prior to 1992, she was Vice
President and Director of Allstate Life Insurance Company and Northbrook
Life Insurance Company. Prior to 1995, she was also Vice President of the
Company.

MICHAEL J. VELOTTA, 50, Vice President, Secretary, General Counsel, and
Director (1993)*

<PAGE>

He is also Vice President, Secretary, General Counsel and Director of
Allstate Life Insurance Company, Northbrook Life Insurance Company,
Glenbrook Life Insurance Company and Allstate Life Insurance Company of New
York; Secretary and Director of Allstate Settlement Corporation, Allstate
Life Financial Services, Inc. and The Northbrook Corporation; and Director
of Surety Life Insurance Company and Lincoln Benefit Life Company. Prior to
1993, he was Vice President and Assistant General Counsel of Allstate
Insurance Company.

PETER H. HECKMAN, 50, Vice President and Director (1992)*

He is also Vice President and Director of Allstate Life Insurance
Company, Northbrook Life Insurance Company, Glenbrook Life Insurance
Company, Allstate Settlement Corporation and Allstate Life Insurance
Company of New York; Vice President and Controller of The Northbrook
Corporation; and Director of Surety Life Insurance Company and Lincoln
Benefit Life Company. Prior to 1992, he was Vice President and Director of
Allstate Life Insurance Company, Northbrook Life Insurance Company,
Glenbrook Life Insurance Company and Allstate Life Insurance Company of New
York.

G. CRAIG WHITEHEAD, 49, Senior Vice President (1992)* and Director (1995)*

He is also Assistant Vice President and Director of Glenbrook Life
Insurance Company and Assistant Vice President of Allstate Life Insurance
Company. Prior to 1992, he was an Assistant Vice President of Glenbrook
Life Insurance Company and Allstate Life Insurance Company and prior to
1991, he was a director in the strategic planning area of Allstate
Insurance Company.

BARRY S. PAUL, 40, Assistant Vice President and Controller (1992)*

He is also Assistant Vice President and Controller of Allstate Life
Insurance Company, Northbrook Life Insurance Company, Allstate Life
Insurance Company of New York and Glenbrook Life Insurance Company. Prior
to 1991, he was Assistant Vice President of Allstate Life Insurance
Company, Northbrook Life Insurance Company and Allstate Life Insurance
Company of New York.

* Date elected/appointed to current office.

EXECUTIVE COMPENSATION

Executive officers of the Company also serve as officers of Allstate
Life and receive no compensation directly from the Company. Some of the
officers also serve as officers of other companies affiliated with the
Company. Allocations have been made as to each individual's time devoted to
his or her duties as an executive officer of the Company. However, no
officer's compensation allocated to the Company exceeded $100,000 in 1994.
The allocated cash compensation of all officers of the Company as a group
for services rendered in all capacities to the Company during 1994 totaled
$9,216.31. Directors of the Company receive no compensation in addition to
their compensation as employees of the Company.

<PAGE>

SUMMARY COMPENSATION TABLE
(ALLSTATE LIFE INSURANCE CO.)

<TABLE>
<CAPTION>
SECURITIES
NAME AND OTHER ANNUAL RESTRICTED UNDERLYING LTIP ALL OTHER
PRINCIPAL COMPENSATION STOCK OPTIONS/SA PAYOUTS COMPENSATION
POSITION YEAR SALARY($) BONUS($) $ AWARD(S) RS(#) ($) ($)
- --------- ---- -------- ------- - -------- ----- -- ---
(a) (b) (c) (d) (e) (f) (g) (h) (i)
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- ------ -------
LONG TERM
COMPENSATION
------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Louis G. Lower,
II. . . . . . . . . 1994 $389,050 $26,950 $25,889 $170,660 N/A 0 $1,890(1)
Chief Executive Officer
and Chairman 1993 $374,200 $294,683 $52,443 $318,625 N/A 13,451 $6,296(1)
of the Board
of Directors 1992 $356,625 0 $11,981 $206,388 N/A $173,561 $2,095(1)

</TABLE>
______

(1) Amount received by Mr. Lower which represents the value allocated to
his account from employer contributions under The Savings and Profit
Sharing Fund of Sears employees.

Shares of the Company and Allstate Life are not directly owned by any
director or officer of the Company. The percentage of shares of The
Allstate Corporation beneficially owned by any director, and by all
directors and officers of the Company as a group, does not exceed one
percent of the class outstanding.

LEGAL PROCEEDINGS

From time to time the Company is involved in pending and threatened
litigation in the normal course of its business in which claims for
monetary damages are asserted. Management, after consultation with legal
counsel, does not anticipate the ultimate liability arising from such
pending or threatened litigation to have a material effect on the financial
condition of the Company.

EXPERTS

The financial statements and financial statement schedule of the
Company as of December 31, 1995 and 1994 and for the years ended December
31, 1995, 1994 and 1993 included in this prospectus have been audited by
Deloitte & Touche LLP, Two Prudential Plaza, 180 North Stetson Avenue,
Chicago, Illinois, 60601-6779 independent auditors, as stated in their
report appearing herein, and are included in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing.

<PAGE>

LEGAL MATTERS

Certain legal matters relating to the federal securities laws
applicable to the issue and sale of the Contracts have been passed upon by
Sutherland, Asbill and Brennan., of Washington, D.C. All matters of
Illinois law pertaining to the Contracts, including the validity of the
Contracts and the Company's right to issue such Contracts under Illinois
insurance law, have been passed upon by Michael J. Velotta, General Counsel
of the Company.

<PAGE>

APPENDIX A
MARKET VALUE ADJUSTMENT

The Market Value Adjustment is based on the following:

I = the Treasury Rate for a maturity equal to the Sub-account's Guarantee
Period for the week preceding the establishment of the Sub-account.

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 Sub-account's Guarantee Period.

J = the Treasury Rate for a maturity equal to the Sub-accounts Guarantee
Period for the week preceding the receipt of the withdrawal request,
transfer request, death benefit request, or income payment request. If
a Note with a maturity of the original guarantee period is not
available, a weighted average will be used.

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

Any transfer, withdrawal in excess of the free withdrawal amount, or
death benefit paid from a Sub-account of the Guaranteed Maturity Fixed
Account will be multiplied by the Market Value Adjustment factor to
determine the Market Value Adjustment.

ILLUSTRATION

EXAMPLE OF MARKET VALUE ADJUSTMENT

Purchase Payment: $10,000
Guarantee Period: 5 Years
Interest Rate: 4.75%
Full Withdrawal: End of Contract Year 3

NOTE: THIS ILLUSTRATION ASSUMES THAT PREMIUM TAXES WERE NOT APPLICABLE.

EXAMPLE 1: (ASSUMES DECLINING INTEREST RATES)
Step 1: Calculate Account Value at End of Contract Year 3:
= 10,000.00 X (1.0475)(3) = $11,493.76
Step 2: Calculate the Free Withdrawal Amount:
= .15 X (10,000.00) = $1,500.00
Step 3: Calculate the Withdrawal Charge:

A-1

<PAGE>

= .05 X (10,000.00 - 1,500.00) = $425.00
Step 4: Calculate the Market Value Adjustment:
I = 4.75%
J = 4.25%
N = 730 days = 2
--------
365 days

Market Value Adjustment Factor: .9 X (I-J) X N
= .9 X (.0475 - .0425) X 2 = .009
Market Value Adjustment = Factor X Amount Subject to Market
Value Adjustment:
= .009 X (11,493.76 - 1,500) = $89.94
Step 5: Calculate The Amount Received by Customers as a Result of a
Full Withdrawal at the end of Contract Year 3:
= 11,493.76 - 425.00 + 89.94 = $11,158.70
EXAMPLE 2: (ASSUMES RISING INTEREST RATES)
Step 1: Calculate Account Value at End of Contract Year 3:
= 10,000.00 X (1.0475)(3) = $11,493.76
Step 2: Calculate the Free Withdrawal Amount
= .15 X (10,000.00) = $1,500.00
Step 3: Calculate the Withdrawal Charge:
= .05 X (10,000.00 - 1,500.00) = $425.00
Step 4: Calculate the Market Value Adjustment:
I = 4.75%
J = 5.25%
N = 730 days = 2
--------
365 days
Market Value Adjustment Factor: .9 X (I-J) X N
= .9 X (.0475 - .0525) X (2) = -.009
Market Value Adjustment = Factor X Amount Subject to Market Value Adjustment:
= -.009 X ($11,493.76 - 1,500) = -89.94
Step 5: Calculate The Net Withdrawal Value at End of Contract Year 3:
= 11,493.76 - 425.00 - 89.94 = $10,978.82

A-2

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION: TABLE OF CONTENTS

Page
----

ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS . . . . . . 3
REINVESTMENT . . . . . . . . . . . . . . . . . . . . . . . . . . 3
THE CONTRACT . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Purchase of Contracts. . . . . . . . . . . . . . . . . . . . . 4
Performance Data . . . . . . . . . . . . . . . . . . . . . . . 4
Tax-free Exchanges (1035 Exchanges, Rollovers and Transfers) . 5
Premium Taxes. . . . . . . . . . . . . . . . . . . . . . . . . 6
Tax Reserves . . . . . . . . . . . . . . . . . . . . . . . . . 6
INCOME PAYMENTS. . . . . . . . . . . . . . . . . . . . . . . . . 6
Calculation of Variable Annuity Unit Values. . . . . . . . . . 6
GENERAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . 7
Incontestability . . . . . . . . . . . . . . . . . . . . . . . 7
Settlements. . . . . . . . . . . . . . . . . . . . . . . . . . 7
Safekeeping of the Variable Account's Assets . . . . . . . . . 7
FEDERAL TAX MATTERS. . . . . . . . . . . . . . . . . . . . . . . 7
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . 7
Taxation of Glenbrook Life and Annuity Company . . . . . . . . 8
Exceptions to the Non-Natural Owner Rule . . . . . . . . . . . 8
IRS Required Distribution at Death Rules . . . . . . . . . . . 8
Qualified Plans. . . . . . . . . . . . . . . . . . . . . . . . 9
Types of Qualified Plans . . . . . . . . . . . . . . . . . . . 9
VARIABLE ACCOUNT FINANCIAL STATEMENTS. . . . . . . . . . . . . . 11

B-1

<PAGE>

ORDER FORM

Please send me a copy of the most recent Statement of Additional
Information for the Glenbrook Life Multi-Manager Variable Annuity.

(Date) (Name)

(Street Address)

(City) (State) (Zip Code)

Send to:

Glenbrook Life and Annuity Company
Post Office Box 94042
Palatine, Illinois 60094-4042

Attention: VA Customer Service Unit

B-2

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Pursuant to Item 511 of Regulation S-K, the Registrant hereby
represents that the following expenses totaling $22,600 will be incurred or are
anticipated to be incurred in connection with the issuance and distribution of
the securities to be registered: registration fees - $ 1,600; cost of printing
and engraving - $10,000; legal fees - $6,000 (approximate); and accounting fees
- - $5,000.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The By-Laws of Glenbrook Life and Annuity Company ("Registrant") which
are incorporated herein by reference as Exhibit (3), 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 15. RECENT SALES OF UNREGISTERED SECURITIES.

Not applicable.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit No. Description
----------- -----------
(1) Underwriting Agreement**
(2) Not Applicable
(3) Articles of Incorporation**, By-Laws*
(4) Form of Contract*** and Application**
(5) Opinion of General Counsel re: Legality**
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) Reinsurance Agreement between Glenbrook Life and
Annuity Company and Allstate Life Insurance Company*
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(22) Not Applicable
(23)(a) Consent of Independent Public Accountants**
(23)(b) Consent of Counsel**
(24) Powers of Attorney
(26) Not Applicable
(27) Financial Data Schedule**
(28) Not Applicable

<PAGE>

(29) Not Applicable
(99) Resolution of Board of Directors***

* Previously filed and incorporated by reference, with Depositor's Form N-4
Registration Statement No. 33-62203 dated November 21, 1995.
** To be filed by Pre-Effective Amendment.
*** Filed concurrently in N-4 Registration Statement No. filed
February 15 1996, and incorporated herein by reference thereto.

ITEM 17. UNDERTAKINGS.

The undersigned registrant, Glenbrook Life and Annuity Company, hereby
undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this 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;

(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; and

(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 ("Act") may be permitted to directors, officers and controlling
persons of Glenbrook Life and Annuity Company ("Registrant"), 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 that the payment by Registrant of expenses
incurred or paid by a director, officer or controlling person of 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, 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 Act and will be governed by the
final adjudication of such issue.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 (the "Act"), the
registrant, Glenbrook Life and Annuity Company has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, and its seal to be hereunto affixed and attested, all in the
Township of Northfield, State of Illinois, on the 6th Day of February, 1996.

GLENBROOK LIFE AND ANNUITY COMPANY

(SEAL)

Attest: /s/PAUL N. KIERIG By: /s/MICHAEL J. VELOTTA
----------------- ---------------------
Paul N. Kierig Michael J. Velotta
Assistant Secretary Vice President, Secretary
and General Counsel

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed below by the following Directors
and Officers of Glenbrook Life and Annuity Company on the 6th day of February,
1996.

*/LOUIS G. LOWER, II Chairman of the Board of Directors and
- ---------------------- Chief Executive Officer
Louis G. Lower, II (Princpal Executive Officer)

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

*/MARLA G. FRIEDMAN President, Director and
- ---------------------- Chief Operating Officer
Marla G. Friedman

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

*/GEORGE C. WHITEHEAD Assistant Vice President and Director
- ----------------------
George C. Whitehead

*/JAMES P. ZILS Treasurer
- ----------------------
James P. Zils

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

*/BARRY S. PAUL Assistant Vice President and Controller
- ---------------------- (Principal Accounting Officer)
Barry S. Paul

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

<PAGE>

INDEX TO EXHIBITS

The following exhibits are filed herewith:

(1) Underwriting Agreement**
(2) Not Applicable
(3) Articles of Incorporation**, By-Laws*
(4) Form of Annuity Contract*** and Application**
(5) Opinion of General Counsel re: Legality**
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) Reinsurance Agreement between Glenbrook Life and Annuity Company and
Allstate Life Insurance Company*
(11) Not Applicable
(12) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(22) Not Applicable
(23)(a) Consent of Independent Certified Public Accountants**
(23)(b) Consent of Counsel**
(24) Powers of Attorney
(26) Not Applicable
(27) Financial Data Schedule**
(29) Not Applicable
(99) Form of Resolution of Board of Directors***

* Previously filed and incorporated by reference, with Registrant's Form N-4
Registration Statement No. 33-62203 dated November 21, 1995.
** To be filed by Pre Effective Amendment.
*** Filed concurrently in N-4 Registration Statement No. filed
February 16, 1996, and incorporated herein by reference thereto.

<PAGE>

EXHIBIT NO. (24)

POWERS OF ATTORNEY

<PAGE>

POWER OF ATTORNEY