GLENBROOK LIFE & ANNUITY CO, POS AM, 1997-04-01

GLENBROOK LIFE & ANNUITY CO
POS AM, 1997-04-01

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 1997

FILE NO. 33-62193
================================================================================

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 2 [x]

___________

GLENBROOK LIFE AND ANNUITY COMPANY

(Exact Name of Registrant as specified in its charter)

<TABLE>
<S> <C> <C>
ILLINOIS 6311 35-1113325
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

3100 Sanders Road
Northbrook, Illinois 60062
(Address of Principal Executive Office)

MICHAEL J. VELOTTA
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 ROTH, ESQUIRE JOHN R. HEDRICK, ESQUIRE
SUTHERLAND, ASBILL & BRENNAN, L.L.P. ALLSTATE LIFE FINANCIAL SERVICES, INC.
1275 PENNSYLVANIA AVENUE 3100 SANDERS ROAD
WASHINGTON, D.C. 20004 NORTHBROOK, IL 60062

___________

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]

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE CHART

================================================================================

<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- --------------------------------------- ------------- -------------- -------------- ----------------
<S> <C> <C> <C> <C>
Deferred Annuity Contracts and
Participating Interests therein . . . * * * *
</TABLE>

___________

* A maximum aggregate offering price of $50,000,000 was previously
registered. No additional amount of securities is being registered by this post
effective amendment to the registration statement.

================================================================================
<PAGE> 2

GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
OFFERED BY
GLENBROOK LIFE AND ANNUITY COMPANY
POST OFFICE BOX 94039
PALATINE, ILLINOIS 60094-4039
1-(800)776-6978
INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED VARIABLE
ANNUITY CONTRACTS

PROSPECTUS

MAY 1, 1997

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

This prospectus describes the AIM Lifetime Plus(SM) 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 and Annuity Company Separate Account A
("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 Sub-accounts invest in shares of AIM Variable Insurance Funds,
Inc. (the "Fund Series"). Nine Funds are currently available for investment
within the Variable Account: (1) AIM V.I. Capital Appreciation Fund; (2) AIM
V.I. Diversified Income Fund; (3) AIM V.I. Global Utilities Fund; (4) AIM V.I.
Government Securities Fund; (5) AIM V.I. Growth Fund; (6) AIM V.I. Growth and
Income Fund; (7) AIM V.I. International Equity Fund; (8) AIM V.I. Money Market
Fund; and (9) AIM V.I. Value Fund.

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 of our Variable Account and any interest
credited to the Fixed Account. 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 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.

The Company has prepared and filed a Statement of Additional Information
dated May 1, 1997 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 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 AIM VARIABLE INSURANCE FUNDS, INC.

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. Our Company files annual and quarterly
reports and other information with the SEC. You may read and copy any reports,
statements or other information we file at the SEC's public reference room in
Washington, D.C. You can request copies of these documents upon payment of a
duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330
for further information on the operation of the public reference rooms. Our SEC
filings are also available to the public on the SEC Internet site
(http://www.sec.gov.).

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.
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GLOSSARY................................. 3
HIGHLIGHTS............................... 4
SUMMARY OF VARIABLE ACCOUNT EXPENSES..... 5
CONDENSED FINANCIAL INFORMATION.......... 7
YIELD AND TOTAL RETURN DISCLOSURE........ 7
FINANCIAL STATEMENTS..................... 8
GLENBROOK LIFE AND ANNUITY COMPANY AND
THE VARIABLE ACCOUNT.................... 8
Glenbrook Life and Annuity Company..... 8
The Variable Account................... 8
THE FUND SERIES.......................... 9
AIM Variable Insurance Funds, Inc...... 9
Investment Advisor for the Funds....... 9
FIXED ACCOUNT............................ 10
Example of Interest Crediting During
the Guarantee Period.................. 10
Withdrawals or Transfers............... 11
Market Value Adjustment................ 11
PURCHASE OF THE CONTRACTS................ 12
Purchase Payment Limits................ 12
Free-Look Period....................... 12
Crediting of Initial Purchase
Payment............................. 12
Allocation of Purchase Payments........ 12
Accumulation Units..................... 12
Accumulation Unit Value................ 12
Transfers Among Investment
Alternatives........................ 12
Dollar Cost Averaging.................. 13
Automatic Fund Rebalancing............. 13
BENEFITS UNDER THE CONTRACT.............. 13
Withdrawals............................ 13
Income Payments........................ 14
Payout Start Date for Income
Payments.......................... 14
Variable Account Income Payments.... 14
Fixed Amount Income Payments........ 14
Income Plans........................ 14
DEATH BENEFITS........................... 15
Distribution Upon Death Payment
Provisions.......................... 15
Death Benefit Amount................... 15
CHARGES AND OTHER DEDUCTIONS............. 16
Deductions from Purchase Payments...... 16
Withdrawal Charge (Contingent Deferred
Sales Charge)......................... 16
Contract Maintenance Charge............ 17
Administrative Expense Charge.......... 17
Mortality and Expense Risk Charge...... 17
Taxes.................................. 17
Transfer Charges....................... 17
Fund Expenses.......................... 17
</TABLE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GENERAL MATTERS.......................... 18
Owner.................................. 18
Beneficiary............................ 18
Assignments............................ 18
Delay of Payments...................... 18
Modification........................... 18
Customer Inquiries..................... 18
FEDERAL TAX MATTERS...................... 18
Introduction........................... 18
Taxation of Annuities in General....... 19
Tax Deferral........................ 19
Non-Natural Owners.................. 19
Diversification Requirements........ 19
Ownership Treatment................. 19
Delayed Maturity Dates.............. 19
Taxation of Partial and Full
Withdrawals....................... 19
Taxation of Annuity Payments........ 20
Taxation of Annuity Death
Benefits.......................... 20
Penalty Tax on Premature
Distributions..................... 20
Aggregation of Annuity Contracts.... 20
Possible Changes in Taxation........ 20
Tax Qualified Contracts............. 20
Restrictions Under Section 403(b)
Plans............................. 20
Income Tax Withholding.............. 21
DISTRIBUTION OF THE CONTRACTS............ 21
VOTING RIGHTS............................ 21
SELECTED FINANCIAL DATA.................. 21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.............................. 22
Results of Operations.................. 22
Financial Position..................... 22
Liquidity and Capital Resources........ 23
Pending Accounting Standard............ 23
COMPETITION.............................. 23
EMPLOYEES................................ 23
PROPERTIES............................... 24
STATE AND FEDERAL REGULATION............. 24
EXECUTIVE OFFICERS AND DIRECTORS OF THE
COMPANY................................. 24
EXECUTIVE COMPENSATION................... 25
LEGAL PROCEEDINGS........................ 26
EXPERTS.................................. 26
LEGAL MATTERS............................ 26
FINANCIAL STATEMENTS..................... F-1
APPENDIX A -- Market Value Adjustment.... A-1
STATEMENT OF ADDITIONAL INFORMATION:
TABLE OF CONTENTS....................... B-1
ORDER FORM............................... B-2
</TABLE>

2
<PAGE> 4

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: Glenbrook Life and Annuity Company.

CONTRACT: The Glenbrook Life and Annuity Company Flexible Premium Deferred
Variable Annuity Contract, known as the "AIM Lifetime Plus(SM) 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.

DEATH BENEFIT ANNIVERSARY: Every seventh Contract Anniversary beginning on the
date that the Contract was issued. For example, the issue date, 7th and 14th
Contract Anniversaries are the first three Death Benefit Anniversaries.

FIXED ACCOUNT: All of the assets of the Company that are not in separate
accounts. Also known as the "Market Value Adjusted Account."

FIXED 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 Fixed Account; when previous Sub-accounts
expire and a new Guarantee Period is selected; and when You transfer an amount
to the Fixed Account.

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

INCOME PLAN: One of several ways in which a series of payments are made after
the Payout Start Date. Income payments are based on the Contract Value adjusted
by any applicable Market Value Adjustment and applicable taxes on 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.

MARKET VALUE ADJUSTMENT: The Market Value Adjustment is the adjustment made to
the money distributed from a Sub-account of the 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 Fixed Account was established and the
time of distribution.

NON-QUALIFIED CONTRACTS: Contracts other than Qualified Contracts.

OWNER(S)("YOU"): The person or persons designated as the Owner in the Contract.

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

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
4:00 pm 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 and Annuity Company Separate Account A, 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 Fund. The investment performance of each Variable Sub-account is
linked directly to the investment performance of its corresponding Fund.

3
<PAGE> 5

HIGHLIGHTS

THE CONTRACT

This Contract is designed for long-term financial planning and retirement
planning. Money can be allocated to any combination of Funds and/or the Fixed
Account. 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 Fund(s) you
select. See "Accumulation Unit Value," page 12 and "Income Plans," page 14. 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
Fixed Account. See "Fixed Account," page 10.

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. 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. See "Free-Look Period," page 12.

HOW TO INVEST

Your first purchase payment must be at least $5,000 (for Qualified
Contracts, $2,000). Subsequent purchase payments must be at least $500. Purchase
payments may also be made pursuant to an Automatic Addition Program. See
"Purchase Payment Limits," page 12. At the time of your application, you will
allocate your purchase payment among the Investment Alternatives. See
"Allocation of Purchase Payment," page 12. 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 12.

INVESTMENT ALTERNATIVES

The Variable Account invests in shares of AIM Variable Insurance Funds,
Inc. (the "Fund Series"). The Fund Series has a total of nine Funds available
under the Contract. The Funds include: (1) AIM V.I. Capital Appreciation Fund;
(2) AIM V.I. Diversified Income Fund; (3) AIM V.I. Global Utilities Fund; (4)
AIM V.I. Government Securities Fund; (5) AIM V.I. Growth Fund; (6) AIM V.I.
Growth and Income Fund; (7) AIM V.I. International Equity Fund; (8) AIM V.I.
Money Market Fund; and (9) AIM V.I. Value Fund. The assets of each Fund are held
separately from the other Funds and each has distinct investment objectives and
policies which are described in the accompanying prospectus for the Fund Series.
In addition to the Variable Account, Owners can also allocate all or part of
their purchase payments to the Fixed Account. See "Fixed Account," on page 10.

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 Fixed Account must be at least $500.
Certain Fixed Account transfers may be restricted. See "Transfers Among
Investment Alternatives," page 12. You may want to enroll in a Dollar Cost
Averaging Program or an Automatic Fund Rebalancing Program. See "Dollar Cost
Averaging," page 13, and "Automatic Fund Rebalancing," page 13.

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 1.35% of the Contract's daily net assets of the Variable
Account), 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 17,
"Mortality and Expense Risk Charge," page 17, "Administrative Expense Charge,"
page 17, "Transfer Charges," page 17, and "Taxes," page 17.

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 10% of the
amount of purchase payments. Amounts withdrawn in excess of the 10% 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 Fixed Account, in excess of the 10%, except during the 30 day
period after the Guarantee Period expires, will be subject to a Market Value
Adjustment. See "Withdrawals," page 13, "Withdrawals or Transfers," page 11, and
"Taxation of Annuities in General," page 19.

4
<PAGE> 6

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 15.

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 14.

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 Fund
Series.

OWNER TRANSACTION EXPENSES (ALL SUB-ACCOUNTS)

<TABLE>
<S> <C>
Sales Load Imposed on Purchases (as a percentage of purchase
payments)................................................. None
Contingent Deferred Sales Charge (as a percentage of
purchase payments)........................................ *
</TABLE>

<TABLE>
<CAPTION>
APPLICABLE
YEAR APPLICABLE SINCE WITHDRAWAL
PREMIUM PAYMENT ACCEPTED CHARGE PERCENTAGE
- ------------------------ -----------------
<S> <C>
1st Year.................................................................... 6%
2nd Year.................................................................... 6%
3rd Year.................................................................... 5%
4th Year.................................................................... 5%
5th Year.................................................................... 4%
6th Year.................................................................... 4%
7th Year.................................................................... 3%
Thereafter.................................................................. 0%
Transfer Fee....................................................................... **
Annual Contract Fee ....................................................... $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...................................................... 0.10%
Total Variable Account Annual Expenses............................................. 1.45%
</TABLE>

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

* Each Contract Year up to 10% of the amount of purchase payments may be
withdrawn without a contingent deferred sales 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 fund rebalancing.

*** The annual Contract Fee will be waived if total purchase payments as of a
Contract Anniversary, or upon a full withdrawal, are $50,000 or if the
entire Contract value is allocated to the Fixed Account.

5
<PAGE> 7

FUND EXPENSES

(AS A PERCENTAGE OF FUND ASSETS)

<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT OTHER ANNUAL
FUND FEES EXPENSES EXPENSES
---- ---------- -------- ----------
<S> <C> <C> <C>
AIM V.I. Capital Appreciation Fund.......................... 0.64% 0.09% 0.73%
AIM V.I. Growth and Income Fund............................. 0.65% 0.13% 0.78%
AIM V.I. Global Utilities Fund*............................. 0.65% 0.90% 1.55%
AIM V.I. Diversified Income Fund............................ 0.60% 0.26% 0.86%
AIM V.I. Government Securities Fund......................... 0.50% 0.41% 0.91%
AIM V.I. Growth Fund........................................ 0.65% 0.13% 0.78%
AIM V.I. International Equity Fund.......................... 0.75% 0.21% 0.96%
AIM V.I. Value Fund......................................... 0.64% 0.09% 0.73%
AIM V.I. Money Market Fund.................................. 0.40% 0.15% 0.55%
</TABLE>

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

* Management fees have been restated to reflect current agreements.

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:

<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
AIM V.I. Capital Appreciation Fund.......................... $77 $116 $157 $259
AIM V.I. Growth and Income Fund............................. $77 $117 $160 $264
AIM V.I. Global Utilities Fund.............................. $85 $141 $199 $341
AIM V.I. Diversified Income Fund............................ $78 $120 $164 $272
AIM V.I. Government Securities Fund......................... $79 $121 $166 $277
AIM V.I. Growth Fund........................................ $77 $117 $160 $264
AIM V.I. International Equity Fund.......................... $79 $123 $169 $282
AIM V.I. Value Fund......................................... $77 $116 $157 $259
AIM V.I. Money Market Fund.................................. $75 $110 $148 $240
</TABLE>

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:

<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
AIM V.I. Capital Appreciation Fund.......................... $23 $71 $121 $259
AIM V.I. Growth and Income Fund............................. $23 $72 $124 $264
AIM V.I. Global Utilities Fund.............................. $31 $96 $163 $341
AIM V.I. Diversified Income Fund............................ $24 $75 $128 $272
AIM V.I. Government Securities Fund......................... $25 $76 $130 $277
AIM V.I. Growth Fund........................................ $23 $72 $124 $264
AIM V.I. International Equity Fund.......................... $25 $78 $133 $282
AIM V.I. Value Fund......................................... $23 $71 $121 $259
AIM V.I. Money Market Fund.................................. $21 $65 $112 $240
</TABLE>

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 example is to assist you in understanding the various costs and
expenses that you will bear directly or indirectly. Premium taxes, which vary
from 0 - 3.5% depending on the state where the Contract is sold, are not
reflected in the example.

6
<PAGE> 8

CONDENSED FINANCIAL INFORMATION

Accumulation Unit Values and Number
of Accumulation Units Outstanding for
Each Sub-Account since Inception

<TABLE>
<CAPTION>
1995 1996
------ ---------
<S> <C> <C>
AIM V.I. MONEY MARKET SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. 10.000 10.023
Accumulation Unit Value, End of Period.................... 10.023 10.369
Number of Units Outstanding, End of Period................ 0 894,947
AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. 10.000 10.082
Accumulation Unit Value, End of Period.................... 10.082 10.164
Number of Units Outstanding, End of Period................ 0 263,768
AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. 10.000 10.068
Accumulation Unit Value, End of Period.................... 10.068 10.934
Number of Units Outstanding, End of Period................ 0 747,505
AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. 10.000 10.209
Accumulation Unit Value, End of Period.................... 10.209 11.276
Number of Units Outstanding, End of Period................ 0 163,534
AIM V.I. GROWTH AND INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. 10.000 9.897
Accumulation Unit Value, End of Period.................... 9.897 11.699
Number of Units Outstanding, End of Period................ 103 2,425,462
AIM V.I. VALUE SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. 10.000 9.783
Accumulation Unit Value, End of Period.................... 9.783 11.090
Number of Units Outstanding, End of Period................ 966 3,528,353
AIM V.I. INTERNATIONAL EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. 10.000 10.103
Accumulation Unit Value, End of Period.................... 10.103 11.953
Number of Units Outstanding, End of Period................ 936 1,969,297
AIM V.I. GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. 10.000 9.852
Accumulation Unit Value, End of Period.................... 9.852 11.466
Number of Units Outstanding, End of Period................ 104 2,070,239
AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. 10.000 9.827
Accumulation Unit Value, End of Period.................... 9.827 11.387
Number of Units Outstanding, End of Period................ 996 4,471,775
</TABLE>

All Sub-Accounts commenced operations on December 4, 1995. The Accumulation
Unit Values in this table reflect a Mortality and Expense Risk Charge of 1.35%
and an Administrative Expense Charge of 0.10%.

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 usually
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 will usually 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.

7
<PAGE> 9

Certain Sub-accounts may advertise yield in addition to total return.
Except in the case of the AIM V.I. 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 AIM V.I. 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 AIM
V.I. 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 Funds and the assumption
that the Sub-accounts were in existence for the same periods as those of the
underlying Funds, 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 the prospectus. The financial statements of Glenbrook Life and Annuity
Company Separate Account A may be found in the Statement of Additional
Information, which is incorporated by reference into this prospectus and which
is available upon request. (See order form on page B-2)

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 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"). On June 30, 1995,
Sears Roebuck and Co. ("Sears") distributed its 80.3% ownership in the
Corporation to Sears common shareholders through a tax-free dividend.

The Company and Allstate Life entered into a reinsurance agreement,
effective June 5, 1992. 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. However, the obligations of Allstate Life under the
reinsurance agreement are to the Company; the Company remains the sole obligor
under the Contract to the Owners.

THE VARIABLE ACCOUNT

Established on September 6, 1995, the Glenbrook Life and Annuity Company
Separate Account A 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 nine Sub-accounts, each of which
invests solely in its corresponding Fund of AIM Variable Insurance Funds, Inc.
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

8
<PAGE> 10

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 FUND SERIES

The Variable Account will invest in shares of the AIM Variable Insurance
Funds, Inc. (the "Fund Series"). The Fund Series is registered with the
Securities and Exchange Commission as an open-end, series, management investment
company. Registration of the Fund Series does not involve supervision of its
management, investment practices or policies by the Securities and Exchange
Commission. The Funds 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.

AIM VARIABLE INSURANCE FUNDS, INC.

AIM Variable Insurance Funds, Inc. offers nine Funds for use with this
Contract: (1) AIM V.I. Capital Appreciation Fund; (2) AIM V.I. Diversified
Income Fund; (3) AIM V.I. Global Utilities Fund; (4) AIM V.I. Government
Securities Fund; (5) AIM V.I. Growth Fund; (6) AIM V.I. Growth and Income Fund;
(7) AIM V.I. International Equity Fund; (8) AIM V.I. Money Market Fund; and (9)
AIM V.I. Value Fund. Each Fund 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 Funds:

AIM V.I. CAPITAL APPRECIATION FUND ("CAPITAL APPRECIATION FUND") is a
diversified Fund which seeks to provide capital appreciation through investments
in common stocks, with emphasis on medium-sized and smaller emerging growth
companies.

AIM V.I. DIVERSIFIED INCOME FUND ("DIVERSIFIED INCOME FUND") is a
diversified Fund which seeks to achieve a high level of current income primarily
by investing in a diversified portfolio of foreign and U.S. government and
corporate debt securities, including lower rated high yield debt securities
(commonly known as "junk bonds"). The risks of investing in junk bonds are
described in the accompanying prospectus for the Fund Series, which should be
read carefully before investing.

AIM V.I. GLOBAL UTILITIES FUND ("GLOBAL UTILITIES FUND") is a
non-diversified Fund which seeks to achieve a high level of current income and,
as a secondary objective, to achieve capital appreciation, by investing
primarily in common and preferred stocks of public utility companies (either
domestic or foreign).

AIM V.I. GOVERNMENT SECURITIES FUND ("GOVERNMENT FUND") is a diversified
Fund which seeks to achieve a high level of current income consistent with
reasonable concern for safety of principal by investing in debt securities
issued, guaranteed or otherwise backed by the U.S. Government.

AIM V.I. GROWTH FUND ("GROWTH FUND") is a diversified Fund which seeks to
provide growth of capital through investments primarily in common stocks of
leading U.S. companies considered by AIM to have strong earnings momentum.

AIM V.I. GROWTH AND INCOME FUND ("GROWTH & INCOME FUND") is a diversified
Fund which seeks to provide growth of capital, with current income as a
secondary objective by investing primarily in dividend paying common stocks
which have prospects for both growth of capital and dividend income.

AIM V.I. INTERNATIONAL EQUITY FUND ("INTERNATIONAL FUND") is a diversified
Fund which seeks to provide long-term growth of capital by investing in
international equity securities, the issuers of which are considered by AIM to
have strong earnings momentum.

AIM V.I. MONEY MARKET FUND ("MONEY MARKET FUND") is a diversified Fund
which seeks to provide as high a level of current income as is consistent with
the preservation of capital and liquidity by investing in a diversified
portfolio of money market instruments.

AIM V.I. VALUE FUND ("VALUE FUND") is a diversified Fund which seeks to
achieve long-term growth of capital by investing primarily in equity securities
judged by AIM to be undervalued relative to the current or projected earnings of
the companies issuing the securities, or relative to current market values of
assets owned by the companies issuing the securities or relative to the equity
markets generally. Income is a secondary objective.

INVESTMENT ADVISOR FOR THE FUNDS

A I M Advisors, Inc., ("AIM") serves as the investment advisor to each
Fund. AIM was organized in 1976 and, together with its domestic subsidiaries,
manages or advises 48 investment company portfolios (including the Funds). AIM
is a wholly owned subsidiary of A I M Management Group Inc., an indirect
subsidiary of AMVESCO plc, (formerly INVESCO plc). AIM manages each Fund's
assets pursuant to a master investment advisory agreement dated February 28,
1997. As of March 18, 1997, total assets advised or managed by AIM and its
domestic subsidiaries were approximately $68 billion.

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

9
<PAGE> 11

You will find more complete information about the Funds, including the
risks associated with each Fund, in the accompanying prospectus. You should read
the prospectus for the Fund Series in conjunction with this prospectus.

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

FIXED ACCOUNT

Purchase payments and transfers allocated to one or more of the
Sub-accounts of the 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) in which to
allocate each purchase payment and transfer. No less than $500 may be allocated
to any one Sub-account. The Company reserves the right to limit the number of
additional purchase payments. The Fixed Account Investment Alternative 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 Fixed Account would grow given an assumed purchase payment,
Guarantee Period, and effective annual interest rate:

EXAMPLE OF INTEREST CREDITING DURING THE GUARANTEE PERIOD:

<TABLE>
<S> <C>
Purchase Payment:........................................... $10,000.00
Guarantee Period:........................................... 5 years
Effective Annual Rate:...................................... 4.50%
</TABLE>

END OF CONTRACT YEAR:

Beginning Sub-Account Value $10,000.00
X (1 + Effective Annual Rate) 1.045
----------
$10,450.00
Sub-Account Value at end of Contract year $10,450.00
1 X (1 + Effective Annual Rate) 1.045
----------
$10,920.25
Sub-Account Value at end of Contract year $10,920.25
2 X (1 + Effective Annual Rate) 1.045
----------
$11,411.66
Sub-Account Value at end of Contract year $11,411.66
3 X (1 + Effective Annual Rate) 1.045
----------
$11,925.19
Sub-Account Value at end of Contract year $11,925.19
4 X (1 + Effective Annual Rate) 1.045
----------
Sub-Account Value at end of Guarantee Period: $12,461.82
==========
TOTAL INTEREST CREDITED IN GUARANTEE PERIOD: $2,461.82 ($12,461.82 - $10,000.00)
</TABLE>

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 10% 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. The Company guarantees that the interest rates
will never be less than the minimum guaranteed rate shown in the Contract. For
current interest rate information, please contact your sales representative or
the Company's Customer Support Unit at 1(800)776-6978.

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.

10
<PAGE> 12

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 on the
day the previous Guaranteed Period expired; or

- notify the Company to apply the Sub-account value to a new Guarantee
Period or periods to be established on 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 withdrawn on the day 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)776-6978.

WITHDRAWALS OR TRANSFERS

With the exception of transfers made automatically through dollar cost
averaging, all withdrawals and transfers, paid from a Sub-account of the Fixed
Account other than during the 30 day period after a Guarantee Period expires are
subject to a Market Value Adjustment.

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).

MARKET VALUE ADJUSTMENT

The Market Value Adjustment reflects the relationship between (1) the
Treasury Rate for the time remaining in the 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 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 (interest rate for a period
equal to the time remaining in the Sub-account), 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, 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 4.50%. Assume that at the end of 3 years, the Owner makes a partial
withdrawal. If, at that later time, the current two year Treasury Rate is 4.20%,
then the Market Value Adjustment will be positive, which will result in an
increase in the amount payable to the Owner. Similarly, if the current two year
Treasury Rate is 4.80%, then the Market Value Adjustment will be negative, which
will result in a decrease in the amount payable to 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. The Market Value Adjustment will
be waived on withdrawals taken to satisfy IRS required minimum distribution
rules for this Contract.

11
<PAGE> 13

PURCHASE OF THE CONTRACTS

PURCHASE PAYMENT LIMITS

Your first purchase payment must be at least $5,000 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 $500 or more and may be made at
any time prior to the Payout Start Date. Subsequent purchase payments may also
be made from your bank account through Automatic Additions. Under an Automatic
Additions Program, the minimum purchase payment for allocation to the Variable
Account is $100 and for allocation to the Fixed Account the minimum purchase
payment is $500. Please consult with your sales representative for detailed
information about Automatic Additions.

We reserve the right to limit the 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. 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
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 to any
Investment Alternative in whole percents, from 0% to 100% (total allocation
equals 100%) or in whole dollars (total allocation equals entire dollar amount
of purchase payments). 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 Fund.

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. See "Withdrawals or Transfers," page 11 for the requirements
on transfers from the Fixed Account. 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 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.

12
<PAGE> 14

Telephone transfer requests will be accepted by the Company if received at
1(800)776-6978 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 Fixed
Account is $500. Any transfer from a Sub-account of the 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. If any transfer reduces the value of a
Sub-account of the Fixed Account to less than $500, the Company will treat the
request as a transfer of the entire Sub-account value.

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 one year Guarantee Period Sub-account of
the Fixed Account or any of the Variable Sub-accounts, to any Sub-account of the
Variable Account. Dollar Cost Averaging cannot be used to transfer amounts to
the Fixed Account. Transfers made through Dollar Cost Averaging are not subject
to a Market Value Adjustment. 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 FUND REBALANCING

Transfers may be made automatically through Automatic Fund Rebalancing
prior to the Payout Start Date. By electing Automatic Fund 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.

Transfers made through Automatic Fund 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 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 withdrawal charges, contract maintenance charges and any
premium taxes. See "Charges and Other Deductions," page 16. 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
18.

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 Alternatives 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 any withdrawal reduces the value
of any Sub-account of the Fixed Account to less than $500, we will treat the
request as a withdrawal of the entire Sub-account value. If the Contract Value
after a partial withdrawal would be less than $1,000, 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.

13
<PAGE> 15

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 Fund 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
18.

After the Payout Start Date, withdrawals are only permitted when payments
from the Variable Account are being made for a specified number of payments only
(i.e. Income Plan 3). 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.

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 Funds, 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 Sub-accounts of
the Fixed Account during the accumulation phase are fixed for the duration of
the Income Plan. The fixed amount income payment amount is calculated by
applying the portion of the Contract Value in the Fixed Account 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.

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.

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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:

- 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 an Income Plan is selected or a surviving spouse
continues the Contract 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 death benefit is equal to the greatest
of:

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

(b) the amount that would have been payable in the event of a full
withdrawal of the Contract Value on the date the Company determines the
death benefit; or

(c) the Contract Value on the Death Benefit Anniversary immediately
preceding the date the Company determines the death benefit adjusted by
any purchase payments, withdrawals and charges made between such Death
Benefit Anniversary and the date the Company determines the death
benefit. 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.

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In addition to the above options, upon purchase of the Contract, the Owner
can select one of the following enhanced death benefit options:

(A) the greatest of the anniversary values as of the date we determine 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 the amount of any partial withdrawals since
that anniversary. Anniversary values will be calculated for each
Contract Anniversary prior to the earlier of: (i) the date we determine
the death benefit, or (ii) the deceased's attained age 75 or 5 years
after the date the Contract was established, if later; or

(B) total purchase payments minus the sum of all partial withdrawals. Each
purchase payment and each partial withdrawal will accumulate daily at a
rate equivalent to 5% per year until the earlier of: (i) the date we
determine the death benefit, or (ii) the first day of the month
following the deceased's 75th birthday or 5 years after the issue date,
if later.

If neither option is selected by the Owner, the Contract will automatically
include option (A). 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 10% 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.

Free withdrawals and other partial withdrawals will be allocated on a first
in, first out basis to purchase payments. 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 received by the Owner, any withdrawal charge, any applicable taxes
and any Market Value Adjustment.

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

Withdrawal charges will be used to pay sales commissions and other
promotional or distribution expenses associated with the marketing of the
Contracts.

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 18.

The Company reserves the right to waive the withdrawal charge with respect
to Contracts issued to employees and registered representatives of any
broker-dealer that has entered into a sales agreement with Allstate Life
Financial Services, Inc. ("ALFS") to sell the Contracts and all wholesalers and
their employees that are under agreement with ALFS to wholesale the Contract. In
addition, the Company will waive any withdrawal charge prior to the Payout Start
Date if 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,

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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 90 days after discharge. The withdrawal charge will also be
waived on withdrawals taken to satisfy IRS required minimum distribution rules
for this Contract.

CONTRACT MAINTENANCE CHARGE

A contract maintenance charge is deducted annually from the Contract Value
to reimburse the Company for its 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.

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 total value in
all Sub-accounts of the Variable Account. After the Payout Start Date, a pro
rata share of the annual contract maintenance 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 full 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 you have 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. 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 1.35% of the daily net assets you have allocated to the
Sub-accounts of the Variable Account. The Company estimates that .95% is
attributable to the assumption of mortality risks and .40% is attributable to
the assumption of expense risks. The Company guarantees that the amount of 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 charges, both of which are guaranteed not to
increase, will be insufficient to cover actual administrative 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.

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 Fund Rebalancing. The Company is presently waiving this
charge.

FUND EXPENSES

A complete description of the expenses and deductions from the Funds is
found in the prospectus for the Fund Series. This prospectus is accompanied by
the prospectus for the Fund Series.

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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 Annuitant 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, 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.

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.

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 94039
PALATINE, ILLINOIS 60094-4039
1-(800) 776-6978

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.

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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" (see "Non-Natural Owners" below for exception), (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 Funds or their investments, the Company expects the Funds 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.

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 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 the 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 a pro rata
share 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. There is no
definitive guidance on the proper tax treatment of Market Value Adjustments, and
you should contact a competent tax advisor with respect to the potential tax
consequences of a Market Value Adjustment.

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, without regard to any
surrender charge, exceeds the investment in the contract. The contract value is
the sum of all account values. No matter which account a withdrawal is made
from, all account values are combined and the total contract value is used to
determine the amount of taxable income. 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

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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 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 591/2.
However, there should be no penalty tax on distributions to owners (1) made on
or after the owner attains age 591/2; (2) made as a result of an 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 from 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.

POSSIBLE CHANGES IN TAXATION

In past years, legislation has been proposed that would have adversely
modified the federal taxation of certain annuities. For example, one such
proposal would have changed the tax treatment of non-qualified annuities that
did not have "substantial life contingencies" by taxing income as it is credited
to the annuity. Although as of the date of this prospectus Congress is not
actively considering any legislation regarding the taxation of annuities, there
is always the possibility that the tax treatment of annuities could change by
legislation or other means (such as IRS regulations, revenue rulings, judicial
decisions, etc.). Moreover, it is also possible that any change could be
retroactive (that is, effective prior to the date of the change).

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) Savings Incentive Match Plans for Employees (SIMPLE) Plans under Section
408(p) of the Code; (4) Tax Sheltered Annuities under Section 403(b) of the
Code; (5) Corporate and Self Employed Pension and Profit Sharing Plans; and (6)
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 591/2,
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.

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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 Insurance
Company, 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 unaffiliated broker-dealers
or bank employees who are licensed insurance agents appointed by the Company,
either individually or through an incorporated insurance agency and who have
entered into a selling agreement with ALFS to sell the Contract. 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
6.75% 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 1.20%, 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 Series. The Company will solicit and cast each vote according to the
procedures set up by the Fund Series 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.

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 Fund.)

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 Fund.

SELECTED FINANCIAL DATA

The following selected financial data for the Company should be read in
conjunction with the 1996 financial statements and notes thereto included in
this Prospectus beginning on page F-1 and the 1995 and 1994 financial statements
and notes thereto incorporated by reference in this prospectus.

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

<TABLE>
<CAPTION>
YEAR-END FINANCIAL DATA 1996 1995 1994 1993 1992(1)
----------------------- ---------- ---------- -------- -------- -------
<S> <C> <C> <C> <C> <C>
For The Years Ended December 31:
Income Before Income Tax Expense.................... $ 3,774 $ 4,455 $ 2,017 $ 836 $ 337
Net Income.......................................... 2,435 2,879 1,294 529 212
As of December 31:
Total Assets(1)................................... 2,404,770 1,409,705 750,245 169,361 12,183
</TABLE>

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

(1) For the period from April 1, 1992 (date of acquisition) to December 31,
1992.

Effective December 31, 1993 the Company adopted Statement of Financial
Accounting Standard ("SFAS") No. 115, "Accounting for Certain Investments in
Debt and Equity Securities." Under SFAS No. 115, fixed income securities
classified as available for sale are carried at fair value. The net effect of
adoption of this SFAS increased shareholder's equity at December 31, 1993 by
$693 thousand, and did not have a material impact on net income.

21
<PAGE> 23

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion highlights significant factors influencing results
of operations and financial position of Glenbrook Life and Annuity Company (the
"Company"). It should be read in conjunction with the financial statements and
related notes.

The Company, which is wholly owned by Allstate Life Insurance Company
("ALIC"), markets life insurance contracts and annuity products through banks
and broker-dealers.

The Company and ALIC entered into a reinsurance agreement effective on June
5, 1992. All business issued subsequent to that date is ceded to ALIC. Life
insurance in force prior to that date is ceded to non-affiliated reinsurers. The
Company's results of operations relate to the investment of those assets of the
Company that are not transferred to ALIC under the reinsurance agreement.

Separate Account assets and liabilities are carried at fair value in the
statements of financial position. The Separate Account investment portfolios
were initially funded with a $10.0 million seed money contribution from the
Company in 1995. Investment income and realized gains and losses of the Separate
Accounts, other than the portion related to the Company's participation, accrue
directly to the contractholders and, therefore, are not included in the
Company's statements of operations.

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
1996 1995 1994
------- ------- -------
($ IN THOUSANDS)
<S> <C> <C> <C>
Net investment income....................................... $ 3,774 $ 3,996 $ 2,017
======= ======= =======
Realized capital gains, after tax........................... -- $ 298 $ --
======= ======= =======
Net income.................................................. $ 2,435 $ 2,879 $ 1,294
======= ======= =======
Fixed income securities, at amortized cost.................. $46,925 $44,112 $51,527
======= ======= =======
</TABLE>

Net income decreased by $444 thousand or 15.4% in 1996 to $2.4 million due
to decreases in net investment income and realized capital gains. The $1.6
million increase in net income in 1995 reflects the increase in net investment
income and realized capital gains.

As a result of the reinsurance agreement, the Company's results of
operations include only investment income earned on its investment portfolio.
Net investment income in 1996 decreased 5.6% or $222 thousand to $3.8 million
compared to $4.0 million in 1995. The decrease reflects the impact of the
Company's $10.0 million original investment in the variable funds of the
Separate Account, whose assets are invested predominantly in equity securities.
The dividend yield on the variable funds is significantly below the level of
interest earned on fixed income securities in which the $10.0 million was
invested prior to the fourth quarter of 1995. This decrease in income was
partially offset by additional investment income earned on the higher base of
investments arising from positive cash flows from operating activities in 1996.
Net investment income increased $2.0 million in 1995 due to an increased level
of investments and a $40.0 million capital contribution received from ALIC in
the third quarter of 1994.

Realized capital gains after tax of $298 thousand in 1995 were the result of
sales of investments to fund the Company's participation in the Separate
Accounts.

FINANCIAL POSITION

<TABLE>
<CAPTION>
1996 1995
---------- ----------
($ IN THOUSANDS)
<S> <C> <C>
Fixed income securities, at fair value...................... $ 49,389 $ 48,815
========== ==========
Short-term investments...................................... $ 1,287 $ 2,102
========== ==========
Separate Account assets..................................... $ 272,420 $ 15,578
========== ==========
Contractholder funds........................................ $2,060,419 $1,340,925
========== ==========
Reinsurance recoverable from ALIC........................... $2,060,419 $1,340,925
========== ==========
Separate Account liabilities................................ $ 260,290 $ 5,048
========== ==========
</TABLE>

The Company's fixed income securities portfolio consists of publicly traded
corporate bonds, mortgage-backed securities and U.S. government bonds. The
Company generally holds its fixed income securities for the long term, but has
classified all of these securities as available for sale to allow maximum
flexibility in portfolio management. At December 31, 1996, net unrealized
capital gains on the fixed income securities portfolio totaled $4.3 million
compared to $5.2 million as of December 31, 1995. The decrease in the unrealized
gain position is primarily attributable to rising interest rates, partially
offset by an increase in unrealized gains on the Company's participation in the
Separate Account.

All of the Company's fixed income securities portfolio is rated investment
grade, with a National Association of Insurance Commissioners ("NAIC") rating of
1 or a Moody's rating of Aaa, Aa or A.

22
<PAGE> 24

At December 31, 1996 and 1995, $16.4 million and $19.2 million,
respectively, of the fixed income portfolio were invested in mortgage-backed
securities ("MBS"). At December 31, 1996, all of the MBS were investment grade
and have underlying collateral that is guaranteed by U.S. government entities.

MBS, however, are subject to interest rate risk as the duration and
ultimate realized yield are affected by the rate of repayment of the underlying
mortgages. The Company attempts to limit interest rate risk by purchasing MBS
whose cost does not significantly exceed par value, and with repayment
protection to provide a more certain cash flow to the Company. At December 31,
1996, the amortized cost of the MBS portfolio was below par value by $402
thousand.

The Company closely monitors its fixed income portfolio for declines in
value that are other than temporary. Securities are placed on non-accrual status
when they are in default or when the receipt of interest payments is in doubt.

The Company's short-term investment portfolio was $1.3 million and $2.1
million at December 31, 1996 and 1995, respectively. The Company invests all
available cash balances in taxable and tax-exempt short-term securities having a
final maturity date or redemption date of one year or less.

During 1996, contractholder funds and amounts recoverable from ALIC under
the reinsurance agreement increased by $719.5 million. The increases resulted
from sales of the Company's flexible premium deferred annuities, interest
credited to contractholders, and sales of single premium life insurance
policies, partially offset by surrenders, withdrawals and death benefits.
Reinsurance recoverable from ALIC relates to contract benefit obligations ceded
to ALIC.

Separate Account assets increased by $256.8 million and Separate Account
liabilities increased by $255.2 million as compared with December 31, 1995. The
increases were attributable to increased sales of flexible premium deferred
variable annuity contracts and the favorable investment performance of the
Separate Account investment portfolios, partially offset by variable annuity
contract charges, surrenders and withdrawals.

LIQUIDITY AND CAPITAL RESOURCES

ALIC authorized a $20.0 million capital contribution to the Company in
1996, which the Company received in January 1997.

Under the terms of intercompany reinsurance agreements, assets of the
Company that relate to insurance in force, excluding Separate Account assets,
are transferred to ALIC, which maintains the investment portfolios supporting
the Company's products.

The NAIC has a standard for assessing the solvency of insurance companies,
which is referred to as risk-based capital ("RBC"). The requirement consists of
a formula for determining each insurer's RBC and a model law specifying
regulatory actions if an insurer's RBC falls below specified levels. The RBC
formula for life insurance companies establishes capital requirements relating
to insurance risk, business risk, asset risk and interest rate risk. At December
31, 1996, RBC for the Company was significantly above a level that would require
regulatory action.

PENDING ACCOUNTING STANDARD

In June 1996, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 125, "Accounting for Transfers of Financial
Assets and Extinguishments of Liabilities." This standard distinguishes between
transfers of financial assets as sales versus financing transactions based upon
relinquishment of control and addresses the accounting for securitizations,
securities lending, repurchase agreements and insubstance defeasance
transactions. The requirements of this statement that were effective on January
1, 1997 were adopted and are not expected to have a material impact on the
results of operations or financial position of the Company.

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 1,700
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 the Company's claims-paying ability and Moody's assigns an Aa3
(Excellent) financial stability rating to the Company. The Company shares the
same ratings of its parent, Allstate Life Insurance Company. These ratings do
not relate to the investment performance of the Variable Account.

EMPLOYEES

As of December 31, 1996, Glenbrook Life and Annuity Company had
approximately 123 employees at its Home Office in Northbrook, Illinois.

23
<PAGE> 25

PROPERTIES

The Company occupies office space provided by Allstate Insurance Company,
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.

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, 51, Chief Executive Officer and Chairman of the Board
(1995)*

Also Director (1986-Present) and Senior Vice President (1995-Present) of
Allstate Insurance Company; Director (1991-Present) of Allstate Life Financial
Services, Inc.; Director (1986-Present) and President (1990-Present) Allstate
Life Insurance Company; Director (1983-Present) and Chairman of the Board
(1990-Present) of Allstate Life Insurance Company of New York; Director
(1990-Present), Chairman of the Board of Directors and Chief Executive Officer
(1995-Present), Chairman of the Board of Directors and President (1990-1995) of
Glenbrook Life Insurance Company; Director and Chairman of the Board
(1995-Present) of Laughlin Group Holdings, Inc.; Director and Chairman of the
Board of Directors and Chief Executive Officer (1989-Present) Lincoln Benefit
Life Company; Director (1986-Present), Chairman of the Board of Directors and
Chief Executive Officer (1995-Present) of Northbrook Life Insurance Company; and
Chairman of the Board of Directors and Chief Executive Officer (1995-Present)
Surety Life Insurance Company.

PETER H. HECKMAN, 51, President, Chief Operating Officer and Director (1996)*

Also Director and Vice President (1988-Present) of Allstate Life Insurance
Company; Director (1990-1996), Vice President (1989-Present), Allstate Life
Insurance Company of New York; Director (1991-1993) of Allstate Life Financial
Services, Inc.; Director (1990-Present), President and Chief Operating Officer
(1996-Present), and Vice President (1990-1996), Glenbrook Life Insurance
Company; Director (1995-Present) and Vice Chairman of the Board (1996-Present)
Laughlin Group Holdings, Inc.; Director (1990-Present) and Vice Chairman of the
Board (1996-Present) Lincoln Benefit Life Company; Director (1988-Present)
President and Chief Operating Officer (1996-Present), and was Vice President
(1989-1996), Northbrook Life Insurance Company; and Director (1995-Present) and
Vice Chairman of the Board (1996-Present) Surety Life Insurance Company.

MICHAEL J. VELOTTA, 50, Vice President, Secretary, General Counsel, and Director
(1992)*

Also Director and Secretary (1993-Present) of Allstate Life Financial
Services, Inc.; Director (1992-Present) Vice President, Secretary and General
Counsel (1993-Present) Allstate Life Insurance Company; Director (1992-Present)
Vice President, Secretary and General Counsel (1993-Present) Allstate Life
Insurance Company of New York; Director (1992-Present) Vice President, Secretary
and General Counsel (1993-Present) Glenbrook Life Insurance Company; Director
and Secretary (1995-Present) Laughlin Group Holdings, Inc.; Director
(1992-Present) and Assistant Secretary (1995-Present) Lincoln Benefit Life
Company; Director (1992-Present) Vice

24
<PAGE> 26

President, Secretary and General Counsel (1993-Present) Northbrook Life
Insurance Company; and Director and Assistant Secretary (1995-Present) Surety
Life Insurance Company.

JOHN R. HUNTER, 41, Director (1996)*

Also Assistant Vice President (1990-Present) Allstate Life Insurance
Company; Assistant Vice President (1996-Present) Allstate Life Insurance Company
of New York; Director (1996-Present) Glenbrook Life Insurance Company; and
Director (1994-Present) and Assistant Vice President (1990-Present) Northbrook
Life Insurance Company.

G. CRAIG WHITEHEAD, 50, Senior Vice President and Director (1995)*

Also Assistant Vice President (1991-Present) Allstate Life Insurance
Company; Director (1994-Present) Assistant Vice President (1991-Present)
Glenbrook Life Insurance Company; Assistant Vice President (1992-Present)
Secretary (1995) Glenbrook Life and Annuity Company; Director (1995-Present)
Laughlin Group Holdings, Inc.

MARLA G. FRIEDMAN, 43, Vice President (1996)*

Also Director (1991-Present) and Vice President (1988-Present) Allstate
Life Insurance Company; Director (1993-1996) Allstate Life Financial Services,
Inc.; Assistant Vice President (1996-Present) Allstate Life Insurance Company of
New York; Director (1991-1996), President and Chief Operating Officer
(1995-1996) and Vice President (1990-1995) and (1996-Present) Glenbrook Life
Insurance Company; Director and Vice Chairman of the Board (1995-1996) Laughlin
Group Holdings, Inc.; and Director (1989-1996), President and Chief Operating
Officer (1995-1996) and Vice President (1996-Present) Northbrook Life Insurance
Company.

KEVIN R. SLAWIN, 39, Vice President (1996)*

Also Assistant Vice President and Assistant Treasurer (1995-1996) Allstate
Insurance Company; Director (1996-Present) and Assistant Treasurer (1995-1996)
Allstate Financial Services, Inc.; Director and Vice President (1996-Present)
and Assistant Treasurer (1995-1996) Allstate Life Insurance Company; Director
and Vice President (1996-Present) and Assistant Treasurer (1995-1996) Allstate
Life Insurance Company of New York; Director and Vice President (1996-Present)
and Assistant Treasurer (1995-1996) Glenbrook Life Insurance Company; Director
(1996-Present) and Assistant Treasurer (1995-1996) Laughlin Group Holdings,
Inc.; Director (1996-Present) Lincoln Benefit Life Company; Director and Vice
President (1996-Present) and Assistant Treasurer (1995-1996) Northbrook Life
Insurance Company; Director (1996-Present) Surety Life Insurance Company; and
Assistant Treasurer and Director (1994-1995) Sears Roebuck and Co.; and
Treasurer and First Vice President (1986-1994) Sears Mortgage Corporation.

CASEY J. SYLLA, 53, Chief Investment Officer (1995)*

Also Director (1995-Present) Senior Vice President and Chief Investment
Officer (1995-Present) Allstate Insurance Company; Director (1995-Present) Chief
Investment Officer (1995-Present) Allstate Life Insurance Company; Chief
Investment Officer (1995-Present) Allstate Life Insurance Company of New York;
Chief Investment Officer (1995-Present) Glenbrook Life Insurance Company; and
Director and Chief Investment Officer (1995-Present) Northbrook Life Insurance
Company. Prior to 1995 he was Senior Vice President and Executive Officer --
Investments (1992-1995) of Northwestern Mutual Life Insurance Company.

JAMES P. ZILS, 46, Treasurer (1995)*

Also Vice President and Treasurer (1995-Present) Allstate Insurance
Company; Treasurer (1995-Present) Allstate Life Financial Services, Inc.;
Treasurer (1995-Present) Allstate Life Insurance Company; Treasurer
(1995-Present) Allstate Life Insurance Company of New York; Treasurer
(1995-Present) Glenbrook Life Insurance Company; Treasurer (1995-Present)
Laughlin Group Holdings, Inc.; and Treasurer (1995-Present) Northbrook Life
Insurance Company. Prior to 1995 he was Vice President of Allstate Life
Insurance Company. Prior to 1993 he held various management positions.

* 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. The allocated cash compensation of all
officers of the Company as a group for services rendered in all capacities to
the Company during 1996 totalled $3,965.52. Directors of the Company receive no
compensation in addition to their compensation as employees of the Company.

25
<PAGE> 27

SUMMARY COMPENSATION TABLE
(ALLSTATE LIFE INSURANCE CO.)

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
---------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------- ----------------------- -----------------------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
SECURITIES
RESTRICTED UNDERLYING LTIP ALL OTHER
OTHER ANNUAL STOCK OPTIONS/ PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION AWARD(S) SARS(#) ($) ($)
--------------------------- ---- --------- -------- ------------ ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Louis G. Lower, II.............. 1996 $436,800 $246,781 $10,246 0 $18,258 0 $5,250(1)
Chief Executive Officer and 1995 $416,000 $266,175 $17,044 $199,890 N/A $411,122 $5,250(1)
Chairman of the Board of
Directors 1994 $389,050 $ 43,973 $26,990 $170,660 N/A 0 $1,890(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 Allstate Employees and prior to 1996, to The Profit Sharing Fund
and to its predecessor, 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 of the Variable Account incorporated by reference
in this prospectus, and the financial statements and financial statement
schedule of the Company included in this prospectus have been audited by
Deloitte & Touche LLP, Two Prudential Plaza, 180 North Stetson Avenue, Chicago,
IL 60601-6779, independent auditors, as stated in their reports appearing herein
and incorporated by reference in this prospectus, and are included in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.

LEGAL MATTERS

Sutherland, Asbill & Brennan, L.L.P. of Washington, D.C. has provided
advice on certain legal matters relating to the federal securities laws
applicable to the issue and sale of the Contracts. 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.

26
<PAGE> 28

INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS AND SHAREHOLDER OF
GLENBROOK LIFE AND ANNUITY COMPANY:

We have audited the accompanying Statements of Financial Position of
Glenbrook Life and Annuity Company (the "Company") as of December 31, 1996 and
1995, and the related Statements of Operations, Shareholder's Equity and Cash
Flows for each of the three years in the period ended December 31, 1996. Our
audits also included Schedule IV -- Reinsurance. These financial statements and
financial statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits.

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

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Glenbrook Life and Annuity Company as of
December 31, 1996 and 1995, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1996 in conformity
with generally accepted accounting principles. Also, in our opinion, Schedule IV
- --Reinsurance, when considered in relation to the basic financial statements
taken as a whole, presents fairly, in all material respects, the information set
forth therein.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois
February 21, 1997

F-1
<PAGE> 29

GLENBROOK LIFE AND ANNUITY COMPANY

STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1996 1995
---------- ----------
($ IN THOUSANDS)
<S> <C> <C>
Assets
Investments
Fixed income securities, at fair value (amortized cost
$46,925 and $44,112).................................. $ 49,389 $ 48,815
Short-term.............................................. 1,287 2,102
---------- ----------
Total investments.................................. 50,676 50,917
Reinsurance recoverable from Allstate Life Insurance
Company............................................... 2,060,419 1,340,925
Cash.................................................... -- 264
Net receivable from affiliates.......................... 19,206 --
Other assets............................................ 2,049 2,021
Separate Accounts....................................... 272,420 15,578
---------- ----------
Total assets....................................... $2,404,770 $1,409,705
========== ==========
Liabilities
Contractholder funds...................................... $2,060,419 $1,340,925
Income taxes payable...................................... 653 1,637
Deferred income taxes..................................... 1,528 1,828
Net payable to affiliates................................. -- 255
Separate Accounts......................................... 260,290 5,048
---------- ----------
Total liabilities.................................. 2,322,890 1,349,693
---------- ----------
Shareholder's Equity
Common stock, $500 par value, 4,200 shares authorized,
issued, and outstanding................................. 2,100 2,100
Additional capital paid-in................................ 69,641 49,641
Unrealized net capital gains.............................. 2,790 3,357
Retained income........................................... 7,349 4,914
---------- ----------
Total shareholder's equity......................... 81,880 60,012
---------- ----------
Total liabilities and shareholder's equity......... $2,404,770 $1,409,705
========== ==========
</TABLE>

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1996 1995 1994
------ ------ ------
($ IN THOUSANDS)
<S> <C> <C> <C>
Revenues
Net investment income..................................... $3,774 $3,996 $2,017
Realized capital gains and losses......................... -- 459 --
------ ------ ------
Income before income tax expense............................ 3,774 4,455 2,017
Income tax expense.......................................... 1,339 1,576 723
------ ------ ------
Net income.................................................. $2,435 $2,879 $1,294
====== ====== ======
</TABLE>

See notes to financial statements.

F-2
<PAGE> 30

GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF SHAREHOLDER'S EQUITY

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------
1996 1995 1994
------- ------- -------
($ IN THOUSANDS)
<S> <C> <C> <C>
Common stock................................................ $ 2,100 $ 2,100 $ 2,100
------- ------- -------
Additional capital paid-in
Balance, beginning of year.................................. 49,641 49,641 9,641
Capital contributions....................................... 20,000 -- 40,000
------- ------- -------
Balance, end of year........................................ 69,641 49,641 49,641
------- ------- -------
Unrealized net capital gains
Balance, beginning of year.................................. 3,357 (1,118) 693
Net (decrease) increase..................................... (567) 4,475 (1,811)
------- ------- -------
Balance, end of year........................................ 2,790 3,357 (1,118)
------- ------- -------
Retained Income
Balance, beginning of year.................................. 4,914 2,035 741
Net income.................................................. 2,435 2,879 1,294
------- ------- -------
Balance, end of year........................................ 7,349 4,914 2,035
------- ------- -------
Total shareholder's equity.................................. $81,880 $60,012 $52,658
======= ======= =======
</TABLE>

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994
------- -------- --------
($ IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities
Net income................................................ $ 2,435 $ 2,879 $ 1,294
Adjustments to reconcile net income to net cash provided
by operating activities
Change in deferred income taxes......................... 4 (39) 71
Realized capital gains and losses....................... -- (459) --
Changes in other operating assets and liabilities....... (510) 1,217 (251)
------- -------- --------
Net cash provided by operating activities............ 1,929 3,598 1,114
------- -------- --------
Cash flows from investing activities
Fixed income securities
Proceeds from sales..................................... -- 7,836 --
Investment collections.................................. 2,891 1,568 649
Investment purchases.................................... (5,667) (1,491) (42,729)
Participation in Separate Accounts........................ (232) (10,069) --
Change in short-term investments, net..................... 815 (1,178) 667
------- -------- --------
Net cash used in investing activities................ (2,193) (3,334) (41,413)
------- -------- --------
Cash flows from financing activities
Capital contribution...................................... -- -- 40,000
------- -------- --------
Net cash provided by financing activities............ -- -- 40,000
------- -------- --------
Net (decrease) increase in cash............................. (264) 264 (299)
Cash at beginning of year................................... 264 -- 299
------- -------- --------
Cash at end of year......................................... $ -- $ 264 $ --
======= ======== ========
Supplemental disclosure of cash flow information
Noncash financing activity:
Capital contribution receivable from Allstate Life
Insurance Company....................................... $20,000 $ -- $ --
======= ======== ========
</TABLE>

See notes to financial statements.

F-3
<PAGE> 31

GLENBROOK LIFE AND ANNUITY COMPANY

NOTES TO FINANCIAL STATEMENTS

($ IN THOUSANDS)

1. GENERAL

BASIS OF PRESENTATION

The accompanying financial statements include the accounts of Glenbrook
Life and Annuity Company (the "Company"), a wholly owned subsidiary of Allstate
Life Insurance Company ("ALIC"), which is wholly owned by Allstate Insurance
Company ("AIC"), a wholly owned subsidiary of The Allstate Corporation (the
"Corporation"). On June 30, 1995, Sears, Roebuck and Co. ("Sears") distributed
its 80.3% ownership in the Corporation to Sears common shareholders through a
tax-free dividend (the "Distribution"). These financial statements have been
prepared in conformity with generally accepted accounting principles.

To conform with the 1996 presentation, certain items in the prior years'
financial statements and notes have been reclassified.

NATURE OF OPERATIONS

The Company markets interest-sensitive life insurance and various annuity
products in the United States through banks and broker-dealers. Annuities
include deferred annuities, such as variable annuities and fixed rate flexible
premium annuities. The Company has entered into exclusive distribution
arrangements with management investment companies to market its variable annuity
contracts.

Annuity and life insurance contracts issued by the Company are subject to
discretionary withdrawal or surrender by the contractholder, subject to
applicable surrender charges. These contracts are reinsured with ALIC (see Note
3), which invests premiums and deposits to create cash flows that will fund
future benefits and expenses. In order to support competitive credited rates,
ALIC adheres to a basic philosophy of matching assets with related liabilities
to limit interest rate risk, while maintaining adequate liquidity and a prudent
and diversified level of credit risk.

The Company monitors economic and regulatory developments which have the
potential to impact its business. There continues to be proposed federal
legislation and regulation which would allow banks greater participation in
securities and insurance businesses, which could present an increased level of
competition for sales of the Company's annuity contracts. Furthermore, the
market for deferred annuities and interest-sensitive life insurance is enhanced
by the tax incentives available under current law. Any legislative changes which
lessen these incentives are likely to negatively impact the market for these
products.

The Company is authorized to sell life and annuity products in all states
except New York, as well as the District of Columbia. The top geographic
locations for statutory premiums earned are Florida, California, Pennsylvania,
Michigan, Oregon, Texas and Georgia for the year ended December 31, 1996. No
other jurisdiction accounted for more than 5% of statutory premiums. All
premiums and contract charges are ceded to ALIC under reinsurance agreements.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INVESTMENTS

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

Short-term investments are carried at cost which approximates fair value.

Investment income consists primarily of interest, which is recognized on an
accrual basis. Interest income on mortgage-backed securities is determined on
the effective yield method, based on the estimated principal repayments. Accrual
of income is suspended for fixed income securities that are in default or when
the receipt of interest payments is in doubt. Realized capital gains and losses
are determined on a specific identification basis.

RECOGNITION OF PREMIUM REVENUE AND CONTRACT CHARGES

Revenues on interest-sensitive life insurance contracts are comprised of
contract charges and fees, and are recognized when assessed against the
policyholder account balance. Revenues on annuities, which are considered
investment contracts, include contract charges and fees for contract
administration and surrenders. These revenues are recognized when levied against
the contract balances.

REINSURANCE

The Company and ALIC entered into a reinsurance agreement effective on June 5,
1992. All business issued subsequent to that date is ceded to ALIC. Life
insurance in force prior to that date is ceded to non-affiliated reinsurers.
Contract charges and credited interest are ceded and shown net of such cessions
in the statements of operations. Under the reinsurance agreement with ALIC, all
premiums and

F-4
<PAGE> 32

GLENBROOK LIFE AND ANNUITY COMPANY

NOTES TO FINANCIAL STATEMENTS

($ IN THOUSANDS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
deposits are transferred to ALIC. The amounts shown in the Company's statements
of operations relate to the investment of those assets of the Company that are
not transferred to ALIC under the reinsurance agreement. Reinsurance recoverable
and contractholder funds are reported separately in the statements of financial
position. The Company continues to have primary liability as the direct insurer
for risks reinsured.

INCOME TAXES

The income tax provision is calculated under the liability method. Deferred
tax assets and liabilities are recorded based on the difference between the
financial statement and tax bases of assets and liabilities and the enacted tax
regulations. Deferred income taxes also arise from unrealized capital gains or
losses on fixed income securities carried at fair value.

SEPARATE ACCOUNTS

During 1995, the Company began issuing flexible premium deferred variable
annuity contracts, the assets and liabilities of which are legally segregated
and shown in the accompanying statements of financial position as assets and
liabilities of the Separate Accounts (Glenbrook Life and Annuity Company
Variable Annuity Account and Glenbrook Life and Annuity Company Separate Account
A), unit investment trusts registered with the Securities and Exchange
Commission.

Assets of the Separate Accounts, including the Company's ownership interest
("Participation"), are invested in funds of management investment companies and
are carried at fair value. Unrealized gains and losses on the Company's
Participation, net of deferred income taxes, is shown as a component of
shareholder's equity. Investment income and realized capital gains and losses
arising from the Participation are included in the Company's statements of
operations. At December 31, 1996 and 1995, the Participation amounted to $12,130
and $10,530, respectively. The Company intends to liquidate its Participation
during 1997.

Investment income and realized capital gains and losses of the Separate
Accounts, other than the portion related to the Participation, accrue directly
to the contractholders and, therefore, are not included in the accompanying
statements of operations. Revenues to the Company from the Separate Accounts
consist of contract maintenance fees, administrative fees and mortality and
expense risk charges, which are ceded to ALIC.

CONTRACTHOLDER FUNDS

Contractholder funds arise from the issuance of individual or group
contracts that include an investment component, including most annuities and
interest-sensitive life insurance. Payments received are recorded as
interest-bearing liabilities. Contractholder funds are equal to deposits
received and interest credited to the benefit of the contractholder less
withdrawals, mortality charges and administrative expenses. Credited interest
rates on contractholder funds ranged from 3.15% to 7.45% for those contracts
with fixed interest rates and from 4.25% to 7.90% for those with flexible rates
during 1996.

USE OF ESTIMATES

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

3. RELATED PARTY TRANSACTIONS

REINSURANCE

Contract charges ceded to ALIC under reinsurance agreements were $4,254,
$1,523 and $409 in 1996, 1995, and 1994, respectively. Credited interest, policy
benefits and expenses ceded to ALIC amounted to $113,703, $71,905, and $26,177
in 1996, 1995, and 1994, respectively. Investment income earned on the assets
which support contractholder funds is not included in the Company's financial
statements as those assets are owned and managed by ALIC under the terms of the
reinsurance agreements.

BUSINESS OPERATIONS

The Company utilizes services and business facilities owned or leased, and
operated by AIC in conducting its business activities. The Company reimburses
AIC for the operating expenses incurred by AIC on behalf of the Company. The
cost to the Company is determined by various allocation methods and is primarily
related to the level of services provided. Operating expenses, including
compensation and retirement and other benefit programs, allocated to the Company
were $759, $348 and $271 in 1996, 1995 and 1994, respectively. Of these costs,
the Company retains investment related expenses. All other costs are ceded to
ALIC under reinsurance agreements.

F-5
<PAGE> 33

GLENBROOK LIFE AND ANNUITY COMPANY

NOTES TO FINANCIAL STATEMENTS

($ IN THOUSANDS)

3. RELATED PARTY TRANSACTIONS (CONTINUED)
LAUGHLIN GROUP

Laughlin Group, Inc. ("Laughlin") is an indirect wholly owned subsidiary of
ALIC. Laughlin markets certain of the Company's flexible premium deferred
variable annuity contracts and flexible premium deferred fixed annuity
contracts. Sales commissions paid to Laughlin and ceded to ALIC were $8,623
during 1996 and $3,439 subsequent to the Laughlin acquisition in September 1995.
The Company had a receivable of $850 from Laughlin at December 31, 1996, which
is included in net receivable from affiliates in the statements of financial
position.

4. INVESTMENTS

FAIR VALUES

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

<TABLE>
<CAPTION>
(GROSS UNREALIZED)
AMORTIZED -------------------- FAIR
COST GAINS (LOSSES) VALUE
--------- ------ -------- -------
<S> <C> <C> <C> <C>
AT DECEMBER 31, 1996
U.S. government and agencies................................ $24,265 $1,722 $ (3) $25,984
Corporate................................................... 6,970 96 (15) 7,051
Mortgage-backed securities.................................. 15,690 664 -- 16,354
------- ------ ---- -------
Total..................................................... $46,925 $2,482 $(18) $49,389
======= ====== ==== =======
AT DECEMBER 31, 1995
U.S. government and agencies................................ $24,722 $3,470 $ -- $28,192
Corporate................................................... 1,304 120 -- 1,424
Mortgage-backed securities.................................. 18,086 1,113 -- 19,199
------- ------ ---- -------
Total..................................................... $44,112 $4,703 $ -- $48,815
======= ====== ==== =======
</TABLE>

SCHEDULED MATURITIES

The scheduled maturities for fixed income securities at December 31, 1996
are as follows:

<TABLE>
<CAPTION>
AMORTIZED FAIR
COST VALUE
--------- -------
<S> <C> <C>
Due in one year or less..................................... $ -- $ --
Due after one year through five years....................... -- --
Due after five years through ten years...................... 22,395 23,325
Due after ten years......................................... 8,840 9,710
------- -------
31,235 33,035
Mortgage-backed securities.................................. 15,690 16,354
------- -------
Total..................................................... $46,925 $49,389
======= =======
</TABLE>

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

NET INVESTMENT INCOME

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1996 1995 1994
------ ------ ------
<S> <C> <C> <C>
Fixed income securities..................................... $3,478 $3,850 $1,984
Short-term.................................................. 126 113 48
Participation in Separate Accounts.......................... 232 69 --
------ ------ ------
Investment income, before expense......................... 3,836 4,032 2,032
Investment expense........................................ 62 36 15
------ ------ ------
Net investment income..................................... $3,774 $3,996 $2,017
====== ====== ======
</TABLE>

F-6
<PAGE> 34

GLENBROOK LIFE AND ANNUITY COMPANY

NOTES TO FINANCIAL STATEMENTS

($ IN THOUSANDS)

4. INVESTMENTS (CONTINUED)
PROCEEDS FROM SALES OF FIXED INCOME SECURITIES AND REALIZED CAPITAL GAINS

There were no sales of investments in 1996 or 1994. In 1995, proceeds from
sales of investments in fixed income securities were $7,836. These sales
resulted in gross realized gains of $459 and related income taxes of $161.

UNREALIZED NET CAPITAL GAINS AND LOSSES

Unrealized net capital gains and losses on fixed income securities and the
Company's participation in the Separate Accounts included in shareholder's
equity at December 31, 1996 are as follows:

<TABLE>
<CAPTION>
UNREALIZED
AMORTIZED FAIR NET
COST VALUE GAINS
--------- ------- ----------
<S> <C> <C> <C>
Fixed income securities..................................... $46,925 $49,389 $ 2,464
Participation in Separate Accounts.......................... 10,301 12,130 1,829
------- ------- -------
Total..................................................... $57,226 $61,519 4,293
======= =======
Deferred income taxes....................................... (1,503)
-------
Unrealized net capital gains................................ $ 2,790
=======
</TABLE>

CHANGE IN UNREALIZED NET CAPITAL GAINS AND LOSSES

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1996 1995 1994
------- ------- ----
<S> <C> <C> <C>
Fixed income securities..................................... $(2,239) $ 6,423 $(2,786)
Participation in Separate Accounts.......................... 1,368 461 --
Deferred income taxes....................................... 304 (2,409) 975
------- ------- -------
Change in unrealized net capital gains and losses......... $ (567) $ 4,475 $(1,811)
======= ======= =======
</TABLE>

SECURITIES ON DEPOSIT

At December 31, 1996, fixed income securities with a carrying value of
$9,105 were on deposit with regulatory authorities as required by law.

5. FINANCIAL INSTRUMENTS

In the normal course of business, the Company invests in various financial
assets and incurs various financial liabilities. The fair value estimates of
financial instruments are not necessarily indicative of the amounts the Company
might pay or receive in actual market transactions. Potential taxes and other
transaction costs have not been considered in estimating fair value. The
disclosures that follow do not reflect the fair value of the Company as a whole
since a number of the Company's assets (including reinsurance recoverable) and
liabilities (including deferred income taxes) are not considered financial
instruments and are not carried at fair value. Other assets and liabilities
considered financial instruments, including accrued investment income and cash,
are generally of a short-term nature. It is assumed that their carrying value
approximates fair value.

FINANCIAL ASSETS

<TABLE>
<CAPTION>
AT DECEMBER 31,
----------------------------------------
1996 1995
------------------- ------------------
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
-------- -------- -------- -------
<S> <C> <C> <C> <C>
Fixed income securities..................................... $ 49,389 $ 49,389 $48,815 $48,815
Short-term investments...................................... 1,287 1,287 2,102 2,102
Separate Accounts........................................... 272,420 272,420 15,578 15,578
</TABLE>

Fair values for fixed income securities are based on quoted market prices.
Short-term investments are highly liquid investments with maturities of less
than one year whose carrying value approximates fair value. Assets of the
Separate Accounts are carried in the statements of financial position at fair
value.

F-7
<PAGE> 35

GLENBROOK LIFE AND ANNUITY COMPANY

NOTES TO FINANCIAL STATEMENTS

($ IN THOUSANDS)

5. FINANCIAL INSTRUMENTS (CONTINUED)
FINANCIAL LIABILITIES

<TABLE>
<CAPTION>
AT DECEMBER 31,
-------------------------------------------------
1996 1995
----------------------- -----------------------
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Contractholder funds on investment contracts............... $2,059,642 $1,949,329 $1,340,925 $1,282,248
Separate Accounts.......................................... 260,290 260,290 5,048 5,048
</TABLE>

The fair value of contractholder funds on investment contracts is based on
the terms of the underlying contracts. Reserves on investment contracts with no
stated maturities (single premium and flexible premium deferred annuities) are
valued at the account balance less surrender charges. The fair value of
immediate annuities and annuities without life contingencies with fixed terms is
estimated using discounted cash flow calculations based on interest rates
currently offered for contracts with similar terms and durations. Separate
Account liabilities are carried at the fair value of the underlying assets.

6. INCOME TAXES

The Company will file a separate federal income tax return and is not a
party to any tax sharing agreements in the current tax year.

Prior to the Distribution, the Corporation and all of its domestic
subsidiaries including the Company (the "Allstate Group") joined with Sears and
its domestic business units (the "Sears Group") in the filing of a consolidated
federal income tax return (the "Sears Tax Group") and were parties to a federal
income tax allocation agreement (the "Tax Sharing Agreement"). Under the Tax
Sharing Agreement, the Company, through the Corporation, paid to or received
from the Sears Group the amount, if any, by which the Sears Tax Group's federal
income tax liability was affected by virtue of inclusion of the Company in the
consolidated federal income tax return. Effectively, this resulted in the
Company's annual income tax provision being computed as if the Company filed a
separate return, except that items such as net operating losses, capital losses
or similar items, which might not be recognized in a separate return, were
allocated according to the Tax Sharing Agreement.

The Allstate Group and Sears Group have entered into an agreement which
governs their respective rights and obligations with respect to federal income
taxes for all periods prior to the Distribution ("Consolidated Tax Years"). The
agreement provides that all Consolidated Tax Years will continue to be governed
by the Tax Sharing Agreement with respect to the Company's federal income tax
liability.

The Company will be eligible for inclusion in the consolidated federal
income tax return of the Corporation and its subsidiaries in 1997.

The components of the deferred income tax liability at December 31, 1996
and 1995 are as follows:

<TABLE>
<CAPTION>
AT DECEMBER 31,
---------------
1996 1995
------ ------
<S> <C> <C>
Unrealized net capital gains on fixed income securities..... $1,503 $1,807
Difference in tax bases of investments...................... 25 21
------ ------
Total deferred liability.................................. $1,528 $1,828
====== ======
</TABLE>

The components of income tax expense are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
1996 1995 1994
------- ------- -----
<S> <C> <C> <C>
Current..................................................... $1,335 $1,615 $652
Deferred.................................................... 4 (39) 71
------ ------ ----
Total income tax expense.................................. $1,339 $1,576 $723
====== ====== ====
</TABLE>

The Company paid income taxes of $2,597, $874 and $57 in 1996, 1995 and
1994, respectively. The Company had income taxes payable of $653 and $1,637 at
December 31, 1996 and 1995, respectively.

F-8
<PAGE> 36

GLENBROOK LIFE AND ANNUITY COMPANY

NOTES TO FINANCIAL STATEMENTS

($ IN THOUSANDS)

7. STATUTORY FINANCIAL INFORMATION

The following tables reconcile net income and shareholder's equity as
reported herein in conformity with generally accepted accounting principles with
statutory net income and capital and surplus, determined in accordance with
statutory accounting practices prescribed or permitted by insurance regulatory
authorities:

<TABLE>
<CAPTION>
NET INCOME
------------------------
YEAR ENDED DECEMBER 31,
------------------------
1996 1995 1994
------ ------ ------
<S> <C> <C> <C>
Balance per generally accepted accounting principles........ $2,435 $2,879 $1,294
Deferred income taxes..................................... 4 (39) 71
Unrealized gain on participation in Separate Accounts..... 1,368 -- --
Non-admitted assets and statutory reserves................ (50) (171) (80)
------ ------ ------
Balance per statutory accounting practices.................. $3,757 $2,669 $1,285
====== ====== ======
</TABLE>

<TABLE>
<CAPTION>
SHAREHOLDER'S EQUITY
---------------------
AT DECEMBER 31,
---------------------
1996 1995
--------- ---------
<S> <C> <C>
Balance per generally accepted accounting principles........ $81,880 $60,012
Deferred income taxes..................................... 1,528 1,828
Unrealized gain/loss on fixed income securities........... (2,464) (4,703)
Non-admitted assets and statutory reserves................ (3,751) (1,419)
Other..................................................... (1,499) (1,413)
------- -------
Balance per statutory accounting practices.................. $75,694 $54,305
======= =======
</TABLE>

PERMITTED STATUTORY ACCOUNTING PRACTICES

The Company prepares its statutory financial statements in accordance with
accounting principles and practices prescribed or permitted by the Illinois
Department of Insurance. Prescribed statutory accounting practices include a
variety of publications of the National Association of Insurance Commissioners,
as well as state laws, regulations, and general administrative rules. Permitted
statutory accounting practices encompass all accounting practices not so
prescribed. The Company does not follow any permitted statutory accounting
practices that have a material effect on statutory surplus or risk-based
capital.

DIVIDENDS

The ability of the Company to pay dividends is dependent on business
conditions, income, cash requirements of the Company and other relevant factors.
The payment of shareholder dividends by insurance companies without the prior
approval of the state insurance regulator is limited to formula amounts based on
net income and capital and surplus, determined in accordance with statutory
accounting practices, as well as the timing and amount of dividends paid in the
preceding twelve months. The maximum amount of dividends that the Company can
distribute during 1997 without prior approval of the Illinois Department of
Insurance is $7,359.

F-9
<PAGE> 37

GLENBROOK LIFE AND ANNUITY COMPANY

SCHEDULE IV -- REINSURANCE

($ IN THOUSANDS)

<TABLE>
<CAPTION>
GROSS NET
AMOUNT CEDED AMOUNT
------ ----- ------
<S> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1996
Life insurance in force..................................... $2,436 $2,436 $--
====== ====== ===
Premiums and contract charges:
Life and annuities........................................ $4,254 $4,254 $--
====== ====== ===
</TABLE>

<TABLE>
<CAPTION>
GROSS NET
AMOUNT CEDED AMOUNT
------ ----- ------
<S> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1995
Life insurance in force..................................... $1,250 $1,250 $--
====== ====== ===
Premiums and contract charges:
Life and annuities........................................ $6,571 $6,571 $--
====== ====== ===
</TABLE>

<TABLE>
<CAPTION>
GROSS NET
AMOUNT CEDED AMOUNT
------ ----- ------
<S> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1994
Life insurance in force..................................... $1,250 $1,250 $--
====== ====== ===
Premiums and contract charges:
Life and annuities........................................ $ 409 $ 409 $--
====== ====== ===
</TABLE>

F-10
<PAGE> 38

APPENDIX A

MARKET VALUE ADJUSTMENT

The Market Value Adjustment is based on the following:

<TABLE>
<S> <C> <C>
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, 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 of length N for the week
preceding the receipt of the withdrawal request, death
benefit request, or income payment request. If a Note with a
maturity of length N is not available, a weighted average
will be used. If N is one year or less, J will be the 1-year
Treasury Rate.
</TABLE>

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 Fixed Account will be multiplied by the
Market Value Adjustment factor to determine the Market Value Adjustment.

ILLUSTRATION

EXAMPLE OF MARKET VALUE ADJUSTMENT

<TABLE>
<S> <C>
Purchase Payment: $10,000
Guarantee Period: 5 Years
Guaranteed Interest Rate: 4.50%
5 Year Treasury Rate at the time
the Sub-Account is established: 4.50%
Full Withdrawal: End of Contract Year 3
</TABLE>

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 (1.045)(3) = $11,411.66
Step 2: Calculate the Free Withdrawal Amount:
= 10% X (10,000.00) = $1,000.00
Step 3: Calculate the Withdrawal Charge:
= .05 X (10,000.00 - 1,000.00) = $450.00
Step 4: Calculate the Market Value Adjustment:
I = 4.5%

J = 4.2%

N = 730 Days = 2
--------
365 days
Market Value Adjustment Factor: .9 X (I-J) X N
= .9 X (.045 - .042) X 2 = .0054
Market Value Adjustment = Factor X Amount Subject to Market Value Adjustment:
= .0054 X (11,411.66 - 1,000) = 56.22
Step 5: Calculate The Amount Received by Customers as a Result of a Full
Withdrawal at the end of Contract Year 3:
= 11,411.66 - 450.00 + 56.22 = $11,017.88

A-1
<PAGE> 39

EXAMPLE 2: (ASSUMES RISING INTEREST RATES)

Step 1: Calculate Account Value at End of Contract Year 3:
3
= 10,000.00 X (1.045) = $11,411.66
Step 2: Calculate the Free Withdrawal Amount
= 10% X (10,000.00) = $1,000.00
Step 3: Calculate the Withdrawal Charge:
= .05 X (10,000.00 - 1,000.00) = $450.00
Step 4: Calculate the Market Value Adjustment:
I = 4.5%

J = 4.8%

N = 730 Days = 2
--------
365 days
Market Value Adjustment Factor: .9 X (I-J) X N
= .9 X (.045 - .048) X 2 = -.0054
Market Value Adjustment = Factor X Amount Subject to Market Value Adjustment:
= -.0054 X ($11,411.66 - 1,000) = -56.22
Step 5: Calculate The Net Withdrawal Value at End of Contract Year 3:
= 11,411.66 - 450.00 - 56.22 = $10,905.44

A-2
<PAGE> 40

STATEMENT OF ADDITIONAL INFORMATION: TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Additions, Deletions or Substitutions of Investments........ 3
Reinvestment................................................ 3
The Contract................................................ 3
Purchase of Contracts..................................... 3
Performance Data.......................................... 3
Tax-free Exchanges (1035 Exchanges, Rollovers and
Transfers).............................................. 5
Premium Taxes............................................. 5
Tax Reserves.............................................. 5
Income Payments............................................. 5
Calculation of Variable Annuity Unit Values............... 5
General Matters............................................. 6
Incontestability.......................................... 6
Settlements............................................... 6
Safekeeping of the Variable Account's Assets.............. 6
Federal Tax Matters......................................... 6
Introduction.............................................. 6
Taxation of Glenbrook Life and Annuity Company............ 6
Exceptions to the Non-Natural Owner Rule.................. 6
IRS Required Distribution at Death Rules.................. 7
Qualified Plans........................................... 7
Types of Qualified Plans.................................. 7
Separate Account A Variable Account Financial Statements.... F-1
</TABLE>

B-1
<PAGE> 41

ORDER FORM

Please send me a copy of the most recent Statement of Additional
Information for the Glenbrook Life and Annuity Company Separate Account A.

<TABLE>
<S> <C>
- --------------------------------- ------------------------------------------------------------
(Date) (Name)

------------------------------------------------------------
(Street Address)

------------------------------------------------------------
(City) (State) (Zip Code)
</TABLE>

Send to:

Glenbrook Life and Annuity Company
Post Office Box 94039
Palatine, Illinois 60094-4039

Attention: Broker Dealer Distribution

B-2
<PAGE> 42

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 approximately $72,841 will be
incurred or are anticipated to be incurred in connection with the issuance and
distribution of the securities to be registered: registration fees - $17,341;
cost of printing and engraving - $50,000; legal fees - $5,000; and accounting
fees $500. All amounts are estimated.

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) Form of Underwriting Agreement*

(2) Not Applicable

(3) (i) Articles of Incorporation**

(ii) By-Laws**

(4) Form of Glenbrook Life and Annuity Company
Flexible Premium Deferred Variable 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

II-1
<PAGE> 43

(21) Not Applicable
(23)(a) Consent of Independent Public Accountants
(23)(b) Consent of Attorneys**

(24) Powers of Attorney

(25) Not Applicable
(26) Not Applicable

(27) Financial Data Schedule*****

(28) Not Applicable
(99) Resolution of Board of Directors

* Previously filed in Form S-1 Registration Statement, No. 33-62193 dated
March 22, 1996 and incorporated by reference.

** Previously filed in Form S-1 Registration Statement, No. 333-07275 dated
June 28, 1996 and incorporated by reference.

*** Previously filed in Form N-4 Registration Statement, No. 33-62203 dated
November 21, 1995, and incorporated by reference.

**** Previously filed in Form S-1 Registration Statement, No. 33-62193 dated
August 28, 1995.

***** Previously filed in Registrant's Form 10-K filed on March 31, 1997.

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

II-2
<PAGE> 44

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;

(3) To remove from registration by means of a post-effective
amendment any of the securities being
registered which remain unsold at the termination
of the offering.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant, Glenbrook Life and Annuity Company, pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
that the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

II-3
<PAGE> 45

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 the
registrant 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, in the Township of Northfield, State of Illinois,
on the 26th day of March, 1997.

GLENBROOK LIFE AND ANNUITY COMPANY
(Registrant)

(SEAL)

test: /s/BRENDA D. SNEED By: /s/MICHAEL J. VELOTTA
---------------------- ----------------------
Brenda D. Sneed Michael J. Velotta
Assistant Secretary Vice President, Secretary and
and Assistant General Counsel 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 26th day of March,
1997.

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

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

*/PETER H. HECKMAN President, Chief Operating Officer
- ---------------------- and Director
Peter H. Heckman

*/JOHN R. HUNTER Director
- ----------------------
John R. Hunter

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

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

*/G. CRAIG WHITEHEAD Senior Vice President and Director
- ----------------------
G. Craig Whitehead

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

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

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

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

II-4
<PAGE> 46

INDEX TO EXHIBITS

The following exhibits are filed herewith:

(1) Form of Underwriting Agreement*
(2) Not Applicable
(3) Articles of Incorporation**
By-Laws**
(4) Form of Glenbrook Life and Annuity Company Flexible
Premium Deferred Variable 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
(21) Not Applicable
(23)(a) Consent of Independent Public Accountants
(23)(b) Consent of Attorneys**
(24) Powers of Attorney
(25) Not Applicable
(26) Not Applicable
(27) Financial Data Schedule *****
(28) Not Applicable
(99) Resolution of Board of Directors***

* Previously filed in Form S-1 Registration Statement, No. 33-62193
dated March 22, 1996 and incorporated by reference.

** Previously filed in Form S-1 Registration Statement, No. 333-07275
dated June 28, 1996.

*** Previously filed in Form N-4 Registration Statement, No. 33-62203
dated November 21, 1995 and incorporated by reference.

**** Previously filed in Form S-1 Registration Statement, No. 33-62193
dated August 28, 1995.

***** Previously filed in Registrant's Form 10-K filed on March 31, 1997.

<PAGE> 1

EXHIBIT 23(a)

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post-Effective Amendment No. 2 to Registration
Statement No. 033-62193 of Glenbrook Life and Annuity Company on Form S-1 of our
report dated February 21, 1997 relating to the financial statements and
financial statement schedule of Glenbrook Life and Annuity Company, appearing in
the Prospectus, and our report dated February 21, 1997 relating to the
financial statements of Glenbrook Life and Annuity Company Separate Account A
contained in the Statement of Additional Information (which is incorporated by
reference in the Prospectus of Glenbrook Life and Annuity Company) which is
part of such Registration Statement, and to the reference to us under the
heading "Experts" in such Prospectus.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois
March 28, 1997

<PAGE> 1
EXHIBIT NO. (24)

POWERS OF ATTORNEY
<PAGE> 2
POWER OF ATTORNEY

WITH RESPECT TO THE GLENBROOK LIFE AND ANNUITY COMPANY
FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT
WITH MARKET VALUE ADJUSTED FIXED ACCOUNT
"AIM LIFETIME PLUS(SM) VARIABLE ANNUITY"
AS FILED ON FORM S-1

Know all men by these presents that Peter H. Heckman, whose signature
appears below, constitutes and appoints Louis G. Lower, II, and Michael J.
Velotta, and each of them, his attorneys-in-fact, with power of substitution,
and him in any and all capacities, to sign any Form S-1 registration statements
and amendments thereto for the Glenbrook Life and Annuity Company Contract
referenced above and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

February 6, 1997
--------------------------------------------
Date

/s/ PETER H. HECKMAN
--------------------------------------------
Peter H. Heckman
President, Chief Operating Officer
and Director

<PAGE> 3

POWER OF ATTORNEY

Know all men by these presents that John R. Hunter, whose signature
appears below, constitutes and appoints Louis G. Lower, II, and Michael J.
Velotta, and each of them, his attorneys-in-fact, with power of substitution,
and him in any and all capacities, to sign any Form S-1 registration statements
and amendments thereto for the Glenbrook Life and Annuity Company Contract
referenced above and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

February 6, 1997
--------------------------------------------
Date

/s/ JOHN R. HUNTER
--------------------------------------------
John R. Hunter
Director

<PAGE> 4

POWER OF ATTORNEY

Know all men by these presents that Louis G. Lower, II, whose signature
appears below, constitutes and appoints Michael J. Velotta, his
attorney-in-fact, with power of substitution, and him in any and all
capacities, to sign any Form S-1 registration statements and amendments thereto
for the Glenbrook Life and Annuity Company Contract referenced above and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

February 6, 1997
--------------------------------------------
Date

/s/ LOUIS G. LOWER, II
--------------------------------------------
Louis G. Lower, II
Chairman of the Board of Directors
and Chief Executive Officer

<PAGE> 5

POWER OF ATTORNEY

Know all men by these presents that Michael J. Velotta, whose signature
appears below, constitutes and appoints Louis G. Lower, II, his
attorney-in-fact, with power of substitution, and him in any and all
capacities, to sign any Form S-1 registration statements and amendments thereto
for the Glenbrook Life and Annuity Company Contract referenced above and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

February 6, 1997
--------------------------------------------
Date

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

<PAGE> 6

POWER OF ATTORNEY

Know all men by these presents that G. Craig Whitehead, whose signature
appears below, constitutes and appoints Louis G. Lower, II, and Michael J.
Velotta, his attorneys-in-fact, with power of substitution, and him in any and
all capacities, to sign any Form S-1 registration statements and amendments
thereto for the Glenbrook Life and Annuity Company Contract referenced above
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

February 6, 1997
--------------------------------------------
Date

/s/ G. CRAIG WHITEHEAD
--------------------------------------------
G. Craig Whitehead
Senior Vice President and Director

<PAGE> 7

POWER OF ATTORNEY

Know all men by these presents that Kevin R. Slawin, whose signature
appears below, constitutes and appoints Louis G. Lower, II, and Michael J.
Velotta, his attorneys-in-fact, with power of substitution, and him in any and
all capacities, to sign any Form S-1 registration statements and amendments
thereto for the Glenbrook Life and Annuity Company Contract referenced above
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

February 6, 1997
--------------------------------------------
Date

/s/ KEVIN R. SLAWIN
--------------------------------------------
Kevin R. Slawin
Vice President

<PAGE> 8

POWER OF ATTORNEY

Know all men by these presents that Casey J. Sylla, whose signature
appears below, constitutes and appoints Louis G. Lower, II, and Michael J.
Velotta, his attorneys-in-fact, with power of substitution, and him in any and
all capacities, to sign any Form S-1 registration statements and amendments
thereto for the Glenbrook Life and Annuity Company Contract referenced above
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

February 6, 1997
--------------------------------------------
Date

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

<PAGE> 9
POWER OF ATTORNEY

Know all men by these presents that James P. Zils, whose signature appears
below, constitutes and appoints Louis G. Lower, II, and Michael J. Velotta, his
attorneys-in-fact, with power of substitution, and him in any and all
capacities, to sign any Form S-1 registration statements and amendments thereto
for the Glenbrook Life and Annuity Company Contract referenced above and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

February 6, 1997
--------------------------------------------
Date

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

<PAGE> 10

POWER OF ATTORNEY

Know all men by these presents that Keith A. Hauschildt, whose signature
appears below, constitutes and appoints Louis G. Lower, II, and Michael J.
Velotta, his attorneys-in-fact, with power of substitution, and him in any and
all capacities, to sign any Form S-1 registration statements and amendments
thereto for the Glenbrook Life and Annuity Company Contract referenced above
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

February 6, 1997
--------------------------------------------
Date

/s/ KEITH A. HAUSCHILDT
--------------------------------------------
Keith A. Hauschildt
Assistant Vice President & Controller

<PAGE> 11

POWER OF ATTORNEY

Know all men by these presents that Marla G. Friedman, whose signature
appears below, constitutes and appoints Louis G. Lower, II, and Michael J.
Velotta, her attorneys-in-fact, with power of substitution, and her in any and
all capacities, to sign any Form S-1 registration statements and amendments
thereto for the Glenbrook Life and Annuity Company Contract referenced above
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

February 6, 1997
--------------------------------------------
Date

/s/ MARLA G. FRIEDMAN
--------------------------------------------
Marla G. Friedman
Vice President