ALLSTATE LIFE OF NEW YORK SEPARATE ACCOUNT A
485APOS, 1999-11-12
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    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1999
- ------------------------------------------------------------------------------
                                                          FILE NOS. 033-65381
                                                                    811-07467

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-4

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       POST-EFFECTIVE AMENDMENT NO. 4 /X/

                                     AND/OR

               REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
                                   ACT OF 1940

                               AMENDMENT NO. 5 /X/

                  ALLSTATE LIFE OF NEW YORK SEPARATE ACCOUNT A
                           (Exact Name of Registrant)

                   ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
                               (Name of Depositor)

                               ONE ALLSTATE DRIVE
                                  P.O. BOX 9095
                          FARMINGVILLE, NEW YORK 11738
         (Address and Telephone Number of Depositor's Principal Offices)

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

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

            Approximate date of proposed public offering: Continuous

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

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

                    IF APPROPRIATE, CHECK THE FOLLOWING BOX:

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

Title of Securities Being Registered:  Units of Interest in the Allstate Life of
New York Separate Account A under deferred variable annuity contracts.


<PAGE>



                                Explanatory Note

Registrant is filing this post-effective amendment ("Amendment") for the purpose
of adding a new prospectus,  a new statement of additional  information ("SAI"),
and additional  exhibits related to a new form of contract ("new Contract") that
Registrant  intends to offer.  The new Contract is essentially  identical to the
AIM Lifetime Plus Variable Annuity contract described in the currently effective
prospectus  and SAI for that contract,  each dated May 1, 1999,  included in the
Registration Statement, except for certain enhancements not available under this
existing Contract.  The Amendment is not intended to amend or delete any part of
the Registration Statement, except as specifically noted herein.




<PAGE>


                  THE AIM LIFETIME PLUS(SM) II VARIABLE ANNUITY



Allstate Life Insurance Company of New York  Prospectus dated November __, 1999
P.O. Box 94038, Palatine, IL 60094-4038
Telephone Number:  1-800-692-4682


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

The  Contract   currently   offers  15  investment   alternatives   ("investment
alternatives").  The  investment  alternatives  include 2 fixed account  options
("Fixed Account Options") and 13 variable sub-accounts ("Variable Sub-Accounts")
of the Allstate Life of New York Separate Account A ("Variable  Account").  Each
Variable Sub-Account invests exclusively in shares of one of the following funds
("Funds") of AIM Variable Insurance Funds, Inc.:

 AIM V.I. Aggressive Growth Fund           AIM V.I. Government Securities Fund
 AIM V.I. Balanced Fund                    AIM V.I. Growth Fund
 AIM V.I. Capital Appreciation Fund        AIM V.I. Growth and Income Fund
 AIM V.I. Capital Development Fund         AIM V.I. High Yield Fund
 AIM V.I. Diversified Income Fund          AIM V.I. International Equity Fund
 AIM V.I. Global Utilities Fund            AIM V.I. Money Market Fund
                                 AIM V.I. Value Fund

We (Allstate Life of New York) have filed a Statement of Additional Information,
dated November __, 1999, with the Securities and Exchange Commission ("SEC"). It
contains  more  information  about the  Contract and is  incorporated  herein by
reference,  which  means it is legally a part of this  prospectus.  Its table of
contents appears on page __ of this prospectus. For a free copy, please write or
call us at the address or telephone  number  above,  or go to the SEC's Web site
(http:www.sec.gov).  You can find  other  information  and  documents  about us,
including  documents that are legally part of this prospectus,  at the SEC's Web
site (http:\\www.sec.gov).


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

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

                         The Contracts are not FDIC insured.

                         The Contracts are only available in New York.


<PAGE>



TABLE OF CONTENTS

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

<TABLE>
<CAPTION>



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



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

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



                           More Information:
                                    Allstate Life of New York.............................................
                                    The Variable Account..................................................
                                    The Funds.............................................................
Other Information                   The Contract .........................................................
                                    Qualified Plans ......................................................
                                    Legal Matters.........................................................
                                    Year 2000.............................................................
                           Taxes..........................................................................
                           Annual Reports and Other Documents.............................................
                           Performance Information........................................................
                           Appendix A - Illustration of a Market Value Adjustment ........................
                           Statement of  Additional Information Table of Contents.........................


</TABLE>


<PAGE>



IMPORTANT TERMS

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



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


                                                                          Page

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

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


<PAGE>



THE CONTRACT AT A GLANCE

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



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


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

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

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

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

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

      Expenses                       You will bear the following expenses:

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

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

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

      Investment
      Alternatives                   The Contract offers 15 investment
                                     alternatives including:

                                     o 2 Fixed Account Options (which credit
                                       interest at rates we guarantee), and
                                     o 13 Variable Sub-Accounts  investing in
                                       Funds  offering   professional   money
                                       management by A I M Advisors, Inc.

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


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


<PAGE>




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

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

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


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

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

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

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

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

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

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

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

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

      Withdrawals                     You may withdraw some or all of your
                                      Contract Value at anytime during the
                                      Accumulation Phase.

                                      In general, you must withdraw at least $50
                                      at a time.  A 10%  federal tax penalty may
                                      apply if you  withdraw  before  you are 59
                                      1/2 years  old.  A  withdrawal  charge and
                                      Market Value Adjustment also may apply.


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



<PAGE>



HOW THE CONTRACT WORKS

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


     The Contract basically works in two ways.

     First,  the Contract  can help you (we assume you are the  Contract  owner)
save for retirement  because you can invest in up to 15 investment  alternatives
and pay no federal  income taxes on any earnings until you withdraw them. You do
this  during  what  we  call  the  "Accumulation  Phase"  of the  Contract.  The
Accumulation  Phase begins on the date we issue your Contract (we call that date
the "Issue Date") and continues  until the Payout Start Date,  which is the date
we apply your money to provide income payments.  During the Accumulation  Phase,
you may  allocate  your  purchase  payments to any  combination  of the Variable
Sub-Accounts  and/or Fixed Account  Options.  If you invest in the Fixed Account
Options, you will earn a fixed rate of interest that we declare periodically. If
you invest in any of the Variable Sub-Accounts, your investment return will vary
up or down depending on the performance of the corresponding Funds.

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

         The timeline below illustrates how you might use your Contract.

<S>                <C>                                <C>                 <C>               <C>              <C>
Effective                                             Payout Start
   Date            Accumulation Phase                        Date         Payout Phase
- ------------------------------------------------------------------------------------------------------------------------------>
                   You save for retirement
   |                                                         |                             |

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

</TABLE>

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

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





<PAGE>



EXPENSE TABLE

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


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


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

      CONTRACT OWNER TRANSACTION EXPENSES

      Withdrawal Charge (as a percentage of purchase payments)*

      Number of Complete Years
      Since We Received the Purchase
      Payment Being Withdrawn:        0    1     2     3     4    5    6    7+

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

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

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

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

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

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


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

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

      ----------

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






<PAGE>



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

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

<TABLE>
<CAPTION>
                                                      Management                            Total Annual
   Fund                                                  Fees           Other Expenses      Fund Expenses

<S>                                                       <C>               <C>                <C>
   AIM V.I. Aggressive Growth Fund (1)                     0.10%             1.06%              1.16%
   AIM V.I. Balanced Fund (1)                              0.00%             1.18%              1.18%
   AIM V.I. Capital Appreciation Fund                      0.62%             0.05%              0.67%
   AIM V.I. Capital Development Fund (1)                   0.00%             1.21%              1.21%
   AIM V.I. Diversified Income Fund                        0.60%             0.17%              0.77%
   AIM V.I. Global Utilities Fund                          0.65%             0.46%              1.11%
   AIM V.I. Government Securities Fund                     0.50%             0.26%              0.76%
   AIM V.I. Growth Fund                                    0.64%             0.08%              0.72%
   AIM V.I. Growth and Income Fund                         0.61%             0.04%              0.65%
   AIM V.I. High Yield Fund(1)                             0.00%             1.13%              1.13%
   AIM V.I. International Equity Fund                      0.75%             0.16%              0.91%
   AIM V.I. Money Market Fund                              0.40%             0.18%              0.58%
   AIM V.I. Value Fund                                     0.61%             0.05%              0.66%
- -------------------
</TABLE>

(1) Figures shown in the table are for the year ended December 31, 1998.  Absent
voluntary  reductions and  reimbursements  for certain Funds,  management  fees,
other  expenses,  and total annual fund  expenses  expressed as a percentage  of
average net assets of the Funds would have been as follows:

- --------------------------------------------------------------------------------
AIM V.I. Aggressive Growth Fund              0.80%      3.82%      4.62%
AIM V.I. Balanced Fund                       0.75%      2.08%      2.83%
AIM V.I. Capital Development Fund            0.75%      5.05%      5.80%
AIM V.I. High Yield Fund                     0.63%      1.87%      2.50%

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

EXAMPLE 1

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

o    invested a $1,000 in a Variable Sub-Account,
o    earned a 5% annual return on your investment,
o    surrendered  your Contract,  or you began  receiving  income payments for a
     specified  period of less than 120 months,  at the end of each time period,
     and
o    elected the Enhanced Death Benefit Option.

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

<TABLE>
<CAPTION>

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

AIM V.I. Aggressive Growth
AIM V.I. Balanced
AIM V.I. Capital Appreciation
AIM V.I. Capital Development
AIM V.I. Diversified Income
AIM V.I. Global Utilities
AIM V.I. Government Securities
AIM V.I. Growth
AIM V.I. Growth and Income
AIM V.I. High Yield
AIM V.I. International Equity
AIM V.I. Money Market
AIM V.I. Value
</TABLE>


EXAMPLE 2

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

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

AIM V.I. Aggressive Growth
AIM V.I. Balanced
AIM V.I. Capital Appreciation
AIM V.I. Capital Development
AIM V.I. Diversified Income
AIM V.I. Global Utilities
AIM V.I. Government Securities
AIM V.I. Growth
AIM V.I. Growth and Income
AIM V.I. High Yield
AIM V.I. International Equity
AIM V.I. Money Market
AIM V.I. Value
</TABLE>


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


<PAGE>



FINANCIAL INFORMATION

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



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

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





<PAGE>



THE CONTRACT

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



CONTRACT OWNER

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

o    the investment alternatives during the Accumulation and Payout Phases,

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

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

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

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

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

o    any other rights that the Contract provides.

If you die,  any  surviving  Contract  owner or, if none,  the  Beneficiary  may
exercise  the  rights  and  privileges  provided  to them by the  Contract.  The
Contract  cannot be  jointly  owned by both a  non-natural  person and a natural
person.

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


ANNUITANT

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

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

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

BENEFICIARY

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

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

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

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

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


MODIFICATION OF THE CONTRACT

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


ASSIGNMENT

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




<PAGE>



PURCHASES

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



MINIMUM PURCHASE PAYMENTS

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


AUTOMATIC ADDITIONS PROGRAM

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


ALLOCATION OF PURCHASE PAYMENTS

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

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

We will credit the initial  purchase  payment that  accompanies  your  completed
application to your Contract within 2 business days after we receive the payment
at our servicing center.  If your application is incomplete,  we will ask you to
complete your  application  within 5 business days. If you do so, we will credit
your  initial  purchase  payment to your  Contract  within  that 5 business  day
period.  If you do not, we will return your purchase payment at the end of the 5
business day period unless you expressly  allow us to hold it until you complete
the application.  We will credit subsequent purchase payments to the Contract at
the close of the business  day on which we receive the  purchase  payment at our
service center located at P.O. Box 94038, Palatine, Illinois, 60094.

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


RIGHT TO CANCEL

You may cancel  the  Contract  by  returning  it to us within  the  Cancellation
Period,  which is the 10 day period  after you  receive  the  Contract.  You may
return it by  delivering  it or mailing it to us. If you exercise this "Right to
Cancel,"  the  Contract  terminates  and we will pay you the full amount of your
purchase  payments  allocated to the Fixed Account Options.  We will return your
purchase  payments  allocated to the Variable  Account  after an  adjustment  to
reflect  investment  gain or loss  that  occurred  from the  date of  allocation
through the date of  cancellation.  If your Contract is qualified  under Section
408 of the  Internal  Revenue  Code,  we will refund the greater of any purchase
payments or the Contract Value.




<PAGE>



CONTRACT VALUE

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



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


ACCUMULATION UNITS

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


ACCUMULATION UNIT VALUE

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

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

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

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

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

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



<PAGE>



INVESTMENT ALTERNATIVES:  The Variable Sub-Accounts

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



You may allocate your purchase payments to up to 13 Variable Sub-Accounts.  Each
Variable  Sub-Account  invests in the shares of a corresponding  Fund. Each Fund
has its own investment  objective(s) and policies. We briefly describe the Funds
below.

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

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

AIM V.I. Aggressive Growth Fund*           Long-term growth of capital
- ------------------------------------------ --------------------------------------------------------------------------
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. Balanced Fund                     As high a total return as possible, consistent with preservation of
                                           capital
- ------------------------------------------ --------------------------------------------------------------------------
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund         Growth of capital
- ------------------------------------------ --------------------------------------------------------------------------
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. Capital Development Fund          Long-term growth of capital
- ------------------------------------------ --------------------------------------------------------------------------
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. Diversified Income Fund           High level of current income
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. Global Utilities Fund             High level of current income and a secondary objective of growth of
                                           capital
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. Government Securities Fund        High level of current income consistent with reasonable concern for
                                           safety of principal
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. Growth Fund                       Growth of capital
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. Growth and Income Fund            Growth of capital with a secondary objective of current income
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. High Yield Fund                   High level of current income
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. International Equity Fund         Long-term growth of capital
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. Money Market Fund                 As high a level of current income as is consistent with the preservation
                                           of capital and liquidity
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. Value Fund                        Long-term growth of capital
- ------------------------------------------ --------------------------------------------------------------------------
</TABLE>

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


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


<PAGE>



INVESTMENT ALTERNATIVES : The Fixed Account Options

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


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


DOLLAR COST AVERAGING OPTION

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

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

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

We may declare more than one interest rate for  different  monies based upon the
date of allocation to the Dollar Cost  Averaging  Option.  For current  interest
rate information,  please contact your Financial Advisor or our Customer Service
unit at 1-800-692-4682.


GUARANTEE PERIODS

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

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

Interest Rates

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

We have no specific  formula for  determining  the rate of interest that we will
declare  initially or in the future.  We will set those  interest rates based on
investment returns available at the time of the determination.  In addition,  we
may consider  various  other factors in  determining  interest  rates  including
regulatory  and  tax  requirements,  our  sales  commission  and  administrative
expenses,  general economic trends,  and competitive  factors.  We determine the
interest rates to be declared in our sole discretion. We can neither predict nor
guarantee  what those rates will be in the future.  For  current  interest  rate
information,  please contact your sales  representative  or Allstate Life of New
York at  1-800-692-4682.  The interest  rate will never be less than the minimum
guaranteed amount stated in the Contract.

How We Credit Interest

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

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

<TABLE>
<CAPTION>
                                                              END OF CONTRACT YEAR

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

Beginning Contract Value                   $10,000.00
X (1 + Annual Interest Rate)                 X  1.045
                                           $10,450.00
Contract Value at end of Contract Year                  $10,450.00
X (1 + Annual Interest Rate)                              X  1.045
                                                        $10,920.25

Contract Value at end of Contract Year                                $10,920.25
X (1 + Annual Interest Rate)                                            X  1.045
                                                                      $11,411.66
Contract Value at end of Contract Year                                             $11,411.66
X (1 + Annual Interest Rate)                                                         X  1.045
                                                                                   $11,925.19
Contract Value at end of Contract Year                                                            $11,925.19
X (1 + Annual Interest Rate)                                                                        X  1.045
                                                                                                  $12,461.82
</TABLE>

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

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

Renewals

Prior to the end of each Guarantee  Period, we will mail you a notice asking you
what to do with your money,  including the accrued  interest.  During the 30-day
period after the end of the Guarantee Period, you may:

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

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

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

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

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

Market Value Adjustment

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

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

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

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

The Market Value Adjustment may be positive or negative, depending on changes in
interest rates. As such, you bear the investment risk associated with changes in
interest  rates.  If interest  rates  increase  significantly,  the Market Value
Adjustment and any withdrawal charge,  premium taxes, and income tax withholding
(if applicable) could reduce the amount you receive upon full withdrawal of your
Contract Value to an amount that is less than the purchase payment plus interest
at the minimum guaranteed interest rate under the Contract. Death benefits will
not be subject to a negative [aggregate] Market Value Adjustment.

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

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

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



<PAGE>



INVESTMENT ALTERNATIVES:  Transfers

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


TRANSFERS DURING THE ACCUMULATION PHASE

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

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

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

We reserve the right to waive any transfer restrictions.


TRANSFERS DURING THE PAYOUT PHASE

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

You may not make any  transfers  for the first 6 months  after the Payout  Start
Date. Thereafter, you may make transfers among the Variable Sub-Accounts or make
transfers  from the Variable  Sub-Accounts  to increase the  proportion  of your
income payments  consisting of fixed income payments.  Your transfers must be at
least 6 months apart.


TELEPHONE TRANSFERS

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

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

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


DOLLAR COST AVERAGING PROGRAM

Through the Dollar Cost Averaging Program, you may automatically  transfer a set
amount at regular  intervals  during the  Accumulation  Phase from any  Variable
Sub-Account,  the  Dollar  Cost  Averaging  Option,  or the 3,  5, 7 or 10  year
Guarantee Periods, to any Variable  Sub-Account.  The interval between transfers
may be monthly, quarterly,  semi-annually,  or annually.  Transfers made through
dollar cost averaging must be $50 or more.

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

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

Call or write us for instructions on how to enroll.


AUTOMATIC FUND REBALANCING PROGRAM

Once  you have  allocated  your  money  among  the  Variable  Sub-Accounts,  the
performance  of  each  Sub-Account  may  cause  a shift  in the  percentage  you
allocated to each  Sub-Account.  If you select our  Automatic  Fund  Rebalancing
Program,  we will  automatically  rebalance the Contract  Value in each Variable
Sub-Account and return it to the desired percentage allocations.

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

Example:

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

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

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




<PAGE>



EXPENSES

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


CONTRACT MAINTENANCE CHARGE

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

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

o        total purchase payments equal $50,000 or more, or
o        all money is allocated to the Fixed Account Options, as of the Contract
         Anniversary.

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

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

o    all income payments are fixed amount income payments.


MORTALITY AND EXPENSE RISK CHARGE

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

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


ADMINISTRATIVE EXPENSE CHARGE

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


TRANSFER FEE

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


WITHDRAWAL CHARGE

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

We determine the withdrawal charge by:

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

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

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

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

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

o    the death of the  Contract  owner  (Annuitant  if Contract  owner is not a
     natural person);

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

o    withdrawals made after all purchase payments have been withdrawn.

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

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


PREMIUM TAXES

Currently,  we do not make  deductions  for  premium  taxes  under the  Contract
because New York does not charge premium taxes on annuities.


DEDUCTION FOR VARIABLE ACCOUNT INCOME TAXES

We are not currently maintaining a provision for taxes. In the future,  however,
we may establish a provision for taxes if we determine,  in our sole discretion,
that we will incur a tax as a result of the  operation of the Variable  Account.
We will  deduct  for any  taxes we incur as a  result  of the  operation  of the
Variable  Account,  whether or not we previously  made a provision for taxes and
whether or not it was sufficient.  Our status under the Internal Revenue Code is
briefly described in the Statement of Additional Information.


OTHER EXPENSES

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


<PAGE>



ACCESS TO YOUR MONEY


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

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

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

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

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

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

If you request a total withdrawal, you must return your Contract to us.


POSTPONEMENT OF PAYMENTS

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

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

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

3)   The SEC permits delay for your protection.

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


SYSTEMATIC WITHDRAWAL PROGRAM

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

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

We will make systematic  withdrawal payments to you or your designated payee. We
may modify or suspend the Systematic  Withdrawal Program and charge a processing
fee for the service. If we modify or suspend the Systematic  Withdrawal Program,
existing systematic withdrawal payments will not be affected.


MINIMUM CONTRACT VALUE

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





<PAGE>



INCOME PAYMENTS

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



PAYOUT START DATE

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

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


INCOME PLANS

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

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

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

The three Income Plans are:

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

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

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

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

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

Generally,  you may not make  withdrawals  after  the  Payout  Start  Date.  One
exception to this rule applies if you are  receiving  variable  income  payments
that do not depend on the life of the  Annuitant  (such as under Income Plan 3).
In that case you may  terminate  the  Variable  Account  portion  of the  income
payments at any time and  receive a lump sum equal to the  present  value of the
remaining  variable  payments  due. A  withdrawal  charge  may apply.  We assess
applicable premium taxes against all income payments.

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

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

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

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

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


VARIABLE INCOME PAYMENTS

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

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

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


FIXED INCOME PAYMENTS

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

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

2)   deducting any applicable premium tax; and

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

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


CERTAIN EMPLOYEE BENEFIT PLANS

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




<PAGE>



DEATH BENEFITS

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

1)   any Contract owner dies or,

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

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

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

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


DEATH BENEFIT AMOUNT

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

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

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

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

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

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

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

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

     (a)  is the withdrawal amount;

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

     (c)  is the value of the applicable death benefit  alternative  immediately
          prior to the withdrawal.


ENHANCED DEATH BENEFIT OPTION

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

The enhanced  death benefit will never be greater than the maximum death benefit
allowed by any nonforfeiture laws which govern the Contract.

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

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


Death Benefit Payments

A death benefit will be paid:

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

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

Otherwise, the Settlement Value will be paid. We reserve the right to extend the
180 day period when we will pay the death  benefit.  The  Settlement  Value paid
will  be  the  Settlement   Value  next  computed  on  or  after  the  requested
distribution date for payment, or on the mandatory  distribution date of 5 years
after the date of death.

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

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

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

o    the life of the Contract owner; or

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

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

If the  surviving  spouse of the  deceased  Contract  owner is the new  Contract
owner, then the spouse may elect one of the options listed above or may continue
the Contract in the  Accumulation  Phase as if the death had not  occurred.  The
Contract may only be continued  once. On the day the Contract is continued,  the
Contract  Value will be the death benefit at the end of the Valuation Date after
we receive due proof of death. Prior to the Payout Start Date, the death benefit
of the continued Contract will be the greater of:

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

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


<PAGE>



MORE INFORMATION

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



ALLSTATE LIFE OF NEW YORK

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

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

Allstate  Life of New York is a wholly owned  subsidiary  of Allstate  Insurance
Company,  a stock  property-liability  insurance company  incorporated under the
laws of Illinois.  With the exception of the directors qualifying shares, all of
the  outstanding  capital  stock of Allstate  Insurance  Company is owned by The
Allstate Corporation.

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


THE VARIABLE ACCOUNT

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

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

The Variable  Account consists of 13 Variable  Sub-Accounts  which are available
through the  Contracts.  Each Variable  Sub-Account  invests in a  corresponding
Fund. We may add new Variable  Sub-Accounts or eliminate one or more of them, if
we believe  marketing,  tax, or  investment  conditions  so  warrant.  We do not
guarantee the investment  performance of the Variable Account,  its Sub-Accounts
or the  Funds.  We may use  the  Variable  Account  to fund  our  other  annuity
contracts.  We will account  separately for each type of annuity contract funded
by the Variable Account.


THE FUNDS

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

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

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

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

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

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

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


THE CONTRACT

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

We will pay commissions to  broker-dealers  who sell the Contracts.  Commissions
paid may vary, but we estimate that the total  commissions  paid on all Contract
sales will not exceed 8% of any purchase  payments.  Sometimes,  we also pay the
broker-dealer  a persistency  bonus in addition to the standard  commissions.  A
persistency  bonus is not expected to exceed 1.2%,  on an annual  basis,  of the
purchase payments considered in connection with the bonus. These commissions are
intended to cover distribution  expenses. 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  Exchange Act , pursuant to legal and
regulatory exceptions.

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

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

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

We will send you Contract  statements  and  transaction  confirmations  at least
annually.  The annual  statement  details values and specific  Contract data for
each  particular  Contract.  You  should  notify us  promptly  in writing of any
address change. You should read your statements and confirmations  carefully and
verify  their  accuracy.  You should  contact us promptly if you have a question
about a periodic  statement.  We will  investigate  all  complaints and make any
necessary adjustments retroactively, but you must notify us of a potential error
within a reasonable time after the date of the questioned statement. If you wait
too long, we will make the  adjustment as of the date that we receive  notice of
the potential error.

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


QUALIFIED PLANS

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


LEGAL MATTERS

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


YEAR 2000

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


<PAGE>



TAXES

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



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

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

Taxation of Annuities in General

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

          1) the Contract owner is a natural person,

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

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

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

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

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

Your rights under the Contract are different than those  described by the IRS in
rulings  in which it found that  contract  owners  were not  owners of  Variable
Account  assets.  For  example,  you have the choice to  allocate  premiums  and
Contract  Values among more  investment  alternatives.  Also, you may be able to
transfer among  investment  alternatives  more  frequently than in such rulings.
These differences could result in you being treated as the owner of the Variable
Account. If this occurs,  income and gain from the Variable Account assets would
be  includible  in your  gross  income.  Allstate  New York  does not know  what
standards  will be set forth in any  regulations  or rulings  which the Treasury
Department  may issue.  It is possible  that future  standards  announced by the
Treasury  Department  could adversely affect the tax treatment of your Contract.
We reserve the right to modify the  Contract as  necessary to attempt to prevent
you from being  considered  the federal tax owner of the assets of the  Variable
Account.  However,  we make no guarantee that such  modification to the Contract
will be successful.

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

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

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

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

o    attributable to the Contract owner being disabled, or

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

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

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

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

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

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

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

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

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

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

     4)   made under an immediate annuity; or

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

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

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


TAX QUALIFIED CONTRACTS

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

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

o    Roth IRAs under Section 408A of the Code;

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

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

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

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

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

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

Restrictions Under Section 403(b) Plans. Section 403(b) of the Tax Code provides
tax-deferred  retirement  savings plans for employees of certain  non-profit and
educational organizations.  Under Section 403(b), any Contract used for a 403(b)
plan  must  provide  that   distributions   attributable  to  salary   reduction
contributions made after December 31, 1988, and all earnings on salary reduction
contributions, may be made only:

     1)   on or after the date the employee

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

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

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


INCOME TAX WITHHOLDING

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

     1)   required minimum distributions, or

     2)   a series of substantially  equal periodic  payments made over a period
          of at least 10 years, or,

     3)   over the life (joint lives) of the participant (and beneficiary).

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



<PAGE>




ANNUAL REPORTS AND OTHER DOCUMENTS

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

Allstate  Life of New  York's  annual  report  on Form  10-K for the year  ended
December 31, 1998 and quarterly  reports on 10-Q for the quarter ended March 31,
1999 and June 30, 1999 are  incorporated  herein by reference,  which means that
they are legally a part of this prospectus.

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

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

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

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





<PAGE>




PERFORMANCE INFORMATION

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


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

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

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

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



<PAGE>



                                  [back cover]


                                       APPENDIX A

                                 MARKET VALUE ADJUSTMENT



The Market Value Adjustment is based on the following:

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

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

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

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

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

                                    .9 X (I - J) X N

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



<PAGE>





                           EXAMPLES OF MARKET VALUE ADJUSTMENT

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


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

                      EXAMPLE 1: (Assumes declining interest rates)
<TABLE>
<CAPTION>


<S>                                                               <C>
Step 1. Calculate Contract Value at End of Contract Year 3:       10,000.00 X (1.0450)3 = $11,411.66



Step 2. Calculate the Preferred Withdrawal Amount:                .15 X 10,000.00 = $1,500.00



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

                                                                                     730 Days
                                                                                     --------
                                                                  N     =            365 days       = 2

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

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

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

                                                                  = .0054 X 11,411.66-1,500.00 = $53.52


Step 4. Calculate the Withdrawal Charge:                          .05 X (10,000.00 - 1,500.00 + 53.52 )=427.68


Step 5. Calculate the amount received by Customers as a
result of full withdrawal at the end of Contract Year 3:          11,411.66 - 427.68 + 53.52 = $11,037.50

</TABLE>


<PAGE>




                       EXAMPLE 2: (Assumes rising interest rates)

<TABLE>
<CAPTION>

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



Step 2. Calculate the Preferred Withdrawal Amount:                 .15 X (10,000.00) = $1,500.00



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

                                                                                      730 days
                                                                                      --------
                                                                   N     =            365 days       = 2

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

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


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

                                                                   -.0054 X (11,411.66 - 1,500) = - $53.52



Step 4. Calculate the Withdrawal Charge:                           -.05 X (10,000.00 - 1,500 - 53.52) = $422.32



Step 5. Calculate the amount received by customers as a
result of full withdrawal at the end of Contract Year 3:          11,411.66 - 422.32 - 53.52 = $10,935.82



</TABLE>




<PAGE>




                       STATEMENT OF ADDITIONAL INFORMATION
                                TABLE OF CONTENTS

Description                                                                Page

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



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




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

<PAGE>


                  THE AIM LIFETIME PLUS(sm) II VARIABLE ANNUITY

<TABLE>
<CAPTION>

<S>                                                                     <C>
Allstate Life Insurance Company of New York                              Statement of Additional Information
Allstate Life of New York Separate Account A                                  dated ________, 1999
One Allstate Drive, Farmingville, New York 11738
</TABLE>

Service Center
P.O. Box 94038, Palatine, Il 60094-4038]1 (800) 692-4682

This  Statement of Additional  Information  supplements  the  information in the
prospectus for the AIM Lifetime Plus(sm) II Variable Annuity.  This Statement of
Additional  Information  is not a  prospectus.  You  should  read  it  with  the
prospectus, dated _________, 1999, for the Contract. You may obtain a prospectus
by calling or writing us at the address or telephone number listed above.

Except as otherwise  noted,  this Statement of Additional  Information  uses the
same defined terms as the prospectus.




                                TABLE OF CONTENTS

Description                                                           Page

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





<PAGE>



ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS

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


We may  add,  delete,  or  substitute  the  Fund  shares  held  by any  Variable
Sub-Account to the extent the law permits.  We may substitute shares of any Fund
with those of another Fund of the same or different mutual fund if the shares of
the Fund are no longer available for investment,  or if we believe investment in
any Fund would  become  inappropriate  in view of the  purposes of the  Variable
Account.

We will not substitute  shares  attributable to a Contract owner's interest in a
Variable  Sub-Account  until we have notified the Contract  owner of the change,
and until the Securities and Exchange Commission has approved the change, to the
extent such  notification and approval are required by law. Nothing contained in
this Statement of Additional Information shall prevent the Variable Account from
purchasing  other  securities for other series or classes of contracts,  or from
effecting a  conversion  between  series or classes of contracts on the basis of
requests made by Contract owners.

We also may establish  additional  Variable  Sub-Accounts  or series of Variable
Sub-Accounts.  Each additional  Variable  Sub-Account would purchase shares in a
new Fund of the same or different  mutual fund.  We may  establish  new Variable
Sub-Accounts when we believe marketing needs or investment  conditions  warrant.
We determine the basis on which we will offer any new Variable  Sub-Accounts  in
conjunction with the Contract to existing  Contract owners. We may eliminate one
or more Variable  Sub-Accounts  if, in our sole  discretion,  marketing,  tax or
investment conditions so warrant.

We may, by appropriate endorsement,  change the Contract as we believe necessary
or appropriate to reflect any substitution or change in the Funds. If we believe
the best interests of persons having voting rights under the Contracts  would be
served,  we may operate the Variable  Account as a management  company under the
Investment  Company Act of 1940 or we may withdraw its  registration  under such
Act if such registration is no longer required.




<PAGE>



THE CONTRACT

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


The Contract is primarily  designed to aid  individuals  in long-term  financial
planning.  You can use it for  retirement  planning  regardless  of whether  the
retirement plan qualifies for special federal income tax treatment.


PURCHASE OF CONTRACTS

We offer the Contracts to the public  through banks as well as brokers  licensed
under the  federal  securities  laws and state  insurance  laws.  The  principal
underwriter for the Variable  Account,  Allstate Life Financial  Services,  Inc.
("ALFS"),  distributes  the Contracts.  ALFS is an affiliate of Allstate Life of
New York.  The offering of the  Contracts is  continuous.  We do not  anticipate
discontinuing  the offering of the Contracts,  but we reserve the right to do so
at any time.


TAX-FREE EXCHANGES (1035 EXCHANGES, ROLLOVERS AND TRANSFERS)

We accept purchase payments that are the proceeds of a Contract in a transaction
qualifying for a tax-free  exchange  under Section 1035 of the Internal  Revenue
Code ("Code"). Except as required by federal law in calculating the basis of the
Contract,  we do not  differentiate  between Section 1035 purchase  payments and
non-Section 1035 purchase payments.

We  also  accept   "rollovers"  and  transfers  from  Contracts   qualifying  as
tax-sheltered  annuities ("TSAs"),  individual  retirement annuities or accounts
("IRAs"), or any other Qualified Contract that is eligible to "rollover" into an
IRA.  We  differentiate  among  non-Qualified  Contracts,  TSAs,  IRAs and other
Qualified Contracts to the extent necessary to comply with federal tax laws. For
example, we restrict the assignment, transfer, or pledge of TSAs and IRAs so the
Contracts will continue to qualify for special tax  treatment.  A Contract owner
contemplating  any such  exchange,  rollover or  transfer  of a Contract  should
contact a competent tax adviser with respect to the potential  effects of such a
transaction.








<PAGE>



PERFORMANCE INFORMATION

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

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


STANDARDIZED TOTAL RETURNS

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

                               1000(1 + T)n = ERV

where:

         T        =  average annual total return

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

         n        =  number of years in the period

         1000     =  hypothetical $1,000 investment


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

When  factoring in the contract  maintenance  charge,  we pro rate the charge by
dividing (i) the contract  maintenance charges by (ii) the average Contract size
of $50,000.  We then multiply the resulting  percentage by a hypothetical $1,000
investment.

The  standardized  total returns for the Variable  Sub-Accounts  for the periods
ended June 30, 1999 are set out below. No  standardized  total returns are shown
for  the  AIM  V.I.  Money  Market  Variable   Sub-Account.   In  addition,  no
standardized total returns are shown of the AIM V.I. Aggressive Growth, AIM V.I.
Balanced,  AIM V.I.  Capital  Development,  and AIM  V.I.  High  Yield  Variable
Sub-Accounts,  which  commenced  operations as of the date of this  Statement of
Additional Information.

The AIM Lifetime Plus II Variable  Annuity  Contracts  were first offered to the
public on __________,  1999.  Accordingly,  performance figures for the Variable
Sub-Accounts  prior to that date  reflect the  historical  performance  of the
Variable  Sub-Accounts,  adjusted to reflect the current  level of charges  that
apply to the Variable Sub-Accounts under the Contracts, including the withdrawal
charge and contract maintenance charge described above.

The Variable Sub-Accounts commenced operations on the following dates:

AIM V.I. Capital Appreciation                                  October 14, 1996
AIM V.I. Diversified Income                                    October 14, 1996
AIM V.I. Global Utilities                                      October 14, 1996
AIM V.I. Government Securities                                 October 14, 1996
AIM V.I. Growth                                                October 14, 1996
AIM V.I. Growth & Income                                       October 14, 1996
AIM V.I. International Equity                                  October 14, 1996
AIM V.I. Value                                                 October 14, 1996
AIM V.I. Aggressive Growth*
AIM V.I. Balanced*
AIM V.I. Capital Development*
AIM V.I. High Yield*

*Have not commenced operations as of the date of this registration statement.


(WITHOUT THE ENHANCED DEATH BENEFIT OPTION)
<TABLE>
<CAPTION>

Variable Sub-Account                           One Year       Five Years     Since Inception

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

AIM V.I. Capital Appreciation                 22.59%            15.71%         15.54%
AIM V.I. Diversified Income                   -2.98%             5.20%          4.28%
AIM V.I. Global Utilities                     10.42%            13.68%         12.71%
AIM V.I. Government Securities                -2.72%             4.04%          3.03%
AIM V.I. Growth                               30.89%            31.67%         17.99%
AIM V.I. Growth & Income                      27.80%            19.85%         18.63%
AIM V.I. International Equity                 14.37%            10.44%         11.32%
AIM V.I. Value                                30.89%            21.67%         17.99%


(WITH THE ENHANCED DEATH BENEFIT OPTION)

Variable Sub-Account                           One Year       Five Years     Since Inception

AIM V.I. Capital Appreciation                 22.84%            15.94%          9.69%
AIM V.I. Diversified Income                   -2.78%             5.41%          1.82%
AIM V.I. Global Utilities                     10.64%            13.90%         14.16%
AIM V.I. Government Securities                -2.52%             4.25%          2.38%
AIM V.I. Growth                               31.15%            21.91%         20.98%
AIM V.I. Growth & Income                      28.05%            20.09%         18.82%
AIM V.I. International Equity                 14.60%            10.66%          9.52%
AIM V.I. Value                                30.32%            20.61%         20.75%


</TABLE>


NON-STANDARDIZED TOTAL RETURNS

From time to time,  we also may quote  average  annual total returns that do not
reflect the  withdrawal  charge.  We  calculate  these  "non-standardized  total
returns" in exactly the same way as the  standardized  total  returns  described
above,  except that we replace the ending  redeemable  value of the hypothetical
account for the period with an ending  redeemable value for the period that does
not take into account any charges on amounts surrendered.

In addition, we may advertise the total return over different periods of time by
means  of  aggregate,  average,  year-by-year  or other  types  of total  return
figures.  Such calculations  would not reflect deductions for withdrawal charges
which may be imposed on the  Contracts  which,  if  reflected,  would reduce the
performance  quoted.  The formula for  computing  such total  return  quotations
involves  a per  unit  change  calculation.  This  calculation  is  based on the
Accumulation  Unit  Value  at the  end  of the  defined  period  divided  by the
Accumulation  Unit Value at the  beginning of such period,  minus 1. The periods
included in such  advertisements are "year-to-date"  (prior calendar year end to
the day of the  advertisement);  "year to most recent  quarter"  (prior calendar
year end to the end of the most recent  quarter);  "the prior calendar  year"; "
'n'  most  recent  Calendar   Years";   and  "Inception   (commencement  of  the
Sub-account's operation) to date" (day of the advertisement).

The non-standardized total returns for the Variable Sub-Accounts for the periods
ended June 30, 1999 are set out below.  No  non-standardized  total  returns are
shown for the AIM V.I.  Money  Market  Variable  Sub-Account.  In  addition,  no
standardized total returns are shown of the AIM V.I. Aggressive Growth, AIM V.I.
Balanced,  AIM V.I.  Capital  Development,  and AIM  V.I.  High  Yield  Variable
Sub-Accounts,  which  commenced  operations as of the date of this  Statement of
Additional   Information.   Performance   figures  for  periods   prior  to  the
availability of the Contracts reflect the historical performance of the Variable
Sub-Accounts, adjusted to reflect the current level of charges that apply to the
Variable  Sub-Accounts  under the  Contracts,  excluding any charges  imposed or
amounts surrendered.

The inception  date of each  Variable  Sub-Account  appears under  "Standardized
Total Returns," above.



(WITHOUT THE ENHANCED DEATH BENEFIT OPTION)
<TABLE>
<CAPTION>

Variable Sub-Account                           One Year       Five Years     Since Inception*

<S>                                            <C>            <C>            <C>
AIM V.I. Capital Appreciation                 30.40%            10.70%         16.04%
AIM V.I. Diversified Income                   -2.92%             6.78%          4.75%
AIM V.I. Global Utilities                     17.46%            11.06%         12.94%
AIM V.I. Government Securities                -2.66%             5.54%          3.50%
AIM V.I. Growth                               39.23%            14.89%         18.51%
AIM V.I. Growth & Income                      35.94%            13.71%         19.44%
AIM V.I. International Equity                 21.66%             7.14%         11.81%
AIM V.I. Value                                38.35%            13.80%         19.40%



(WITH THE ENHANCED DEATH BENEFIT OPTION)

Variable Sub-Account                           One Year       Five Years     Since Inception*

AIM V.I. Capital Appreciation                 30.66%            10.88%         11.70%
AIM V.I. Diversified Income                   -2.73%             6.95%          3.69%
AIM V.I. Global Utilities                     17.70%            11.23%         16.24%
AIM V.I. Government Securities                -2.46%             5.71%          4.26%
AIM V.I. Growth                               39.51%            15.07%         23.19%
AIM V.I. Growth & Income                      36.21%            13.90%         20.99%
AIM V.I. International Equity                 21.90%             7.32%         11.53%
AIM V.I. Value                                38.62%            13.98%         22.96%


</TABLE>

ADJUSTED HISTORICAL TOTAL RETURNS

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

The adjusted  historical  total  returns for the Variable  Sub-Accounts  for the
periods  ended June 30,  1999 are set out below.  No adjusted  historical  total
returns are shown for the AIM V.I. Money Market Variable Sub-Account.

The following  list provides the inception  date for the Fund  corresponding  to
each of the Variable Sub-Accounts included in the tables.

                                                  Inception Date of
Variable Sub-Account                             Corresponding Fund
- --------------------                             ------------------
AIM V.I. Aggressive Growth                           May 1, 1998
AIM V.I. Balanced                                    May 1, 1998
AIM V.I. Capital Appreciation                        May 5, 1993
AIM V.I. Capital Development                         May 1, 1998
AIM V.I. Diversified Income                          May 5, 1993
AIM V.I. Global Utilities                            May 2, 1994
AIM V.I. Government Securities                       May 5, 1993
AIM V.I. Growth                                      May 5, 1993
AIM V.I. Growth & Income                             May 2, 1994
AIM V.I. High Yield                                  May 1, 1998
AIM V.I. International Equity                        May 5, 1993
AIM V.I. Value Fund                                  May 5, 1993




(WITHOUT THE ENHANCED DEATH BENEFIT OPTION)

<TABLE>
<CAPTION>
                                                                                              10 Years or
Variable Sub-Account                              One Year              Five Years        Since Inception of
                                                                                             Fund (if less)
<S>                                               <C>                   <C>                <C>
AIM V.I. Aggressive Growth                          35.24%                  N/A                   6.22%
AIM V.I. Balanced                                   14.95%                  N/A                  10.22%
AIM V.I. Capital Appreciation                       30.66%                 10.88%                11.70%
AIM V.I. Capital Development                        17.37%                  N/A                  -6.69%
AIM V.I. Diversified Income                         -2.73%                  6.95%                 3.69%
AIM V.I. Global Utilities                           17.70%                 11.23%                16.24%
AIM V.I. Government Securities                      -2.46%                  5.71%                 4.26%
AIM V.I. Growth                                     39.51%                 15.07%                23.19%
AIM V.I. Growth & Income                            36.21%                 13.90%                20.99%
AIM V.I. International Equity                        5.30%                  N/A                  -3.13%
AIM V.I. High Yield                                 21.90%                  7.32%                11.53%
AIM V.I. Value                                      38.62%                 13.98%                22.96%



(WITH THE ENHANCED DEATH BENEFIT OPTION)

                                                                                              10 Years or
Variable Sub-Account                              One Year              Five Years        Since Inception of
                                                                                             Fund (if less)
AIM V.I. Aggressive Growth                           38.98%                N/A                    6.00%
AIM V.I. Balanced                                    14.72%                N/A                   10.00%
AIM V.I. Capital Appreciation                        30.40%                10.70%                16.04%
AIM V.I. Capital Development                         17.14%                N/A                   -6.88%
AIM V.I. Diversified Income                          -2.92%                 6.78%                 4.75%
AIM V.I. Global Utilities                            17.46%                11.06%                12.94%
AIM V.I. Government Securities                       -2.66%                 5.54%                 3.50%
AIM V.I. Growth                                      39.23%                14.89%                18.51%
AIM V.I. Growth & Income                             35.94%                13.71%                19.44%
AIM V.I. International Equity                         5.09%                N/A                   -3.32%
AIM V.I. High Yield                                  21.66%                 7.14%                11.81%
AIM V.I. Value                                       38.35%                13.80%                19.40%


</TABLE>

<PAGE>



Calculation of Accumulation Unit Values

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


The value of Accumulation  Units will change each Valuation  Period according to
the  investment  performance  of the  Fund  shares  purchased  by each  Variable
Sub-Account  and the  deduction of certain  expenses  and charges.  A "Valuation
Period" is the period from the end of one  Valuation  Date and  continues to the
end of the next  Valuation  Date. A Valuation  Date ends at the close of regular
trading on the New York Stock Exchange (currently 3:00 p.m.
Central Time).

The Accumulation  Unit Value of a Variable  Sub-Account for any Valuation Period
equals the  Accumulation  Unit Value as of the immediately  preceding  Valuation
Period,  multiplied  by the Net  Investment  Factor  (described  below) for that
Sub-Account for the current Valuation Period.


NET INVESTMENT FACTOR

The Net Investment  Factor for a Valuation  Period is a number  representing the
change,  since the last Valuation Period, 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.  We determine  the Net
Investment  Factor for each Variable  Sub-Account  for any  Valuation  Period by
dividing (A) by (B) and subtracting (C) from the result, where:

       (A) is the sum of:

               (1) the net  asset  value per  share of the Fund  underlying  the
               Variable  Sub-Account  determined  at  the  end  of  the  current
               Valuation Period; plus,

               (2)  the  per  share  amount  of any  dividend  or  capital  gain
               distributions   made  by  the  Fund   underlying   the   Variable
               Sub-Account during the current Valuation Period;

       (B) is the net asset value per share of the Fund  underlying the Variable
       Sub-Account  determined  as of  the  end  of  the  immediately  preceding
       Valuation Period; and

       (C) is  the  sum  of  the  annualized  mortality  and  expense  risk  and
       administrative  expense  charges  divided  by the  number  of days in the
       current  calendar year and then multiplied by the number of calendar days
       in the current Valuation Period.



<PAGE>



CALCULATION OF VARIABLE INCOME PAYMENTS


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


We calculate  the amount of the first  variable  income  payment under an Income
Plan by applying the Contract Value allocated to each Variable  Sub-Account less
any  applicable  premium tax charge  deducted at the time, to the income payment
tables in the  Contract.  We  divide  each such  portion  of the first  variable
annuity income payment by the Variable  Sub-Account's  then current Annuity Unit
value to  determine  the number of annuity  units  ("Annuity  Units") upon which
later income  payments will be based.  To determine  income  payments  after the
first, we simply multiply the number of Annuity Units  determined in this manner
for each Variable  Sub-Account by the then current  Annuity Unit value ("Annuity
Unit Value") for that Variable Sub-Account.


CALCULATION OF ANNUITY UNIT VALUES

Annuity Units in each Variable  Sub-Account  are valued  separately  and Annuity
Unit Values will depend upon the investment experience of the particular Fund in
which the Variable  Sub-Account invests. We calculate the Annuity Unit Value for
each Variable Sub-Account at the end of any Valuation Period by:

o    multiplying the Annuity Unit Value at the end of the immediately  preceding
     Valuation  Period  by the  Variable  Sub-Account's  Net  Investment  Factor
     (described in the preceding section) for the Period; and then

o    dividing the product by the sum of 1.0 plus the assumed investment rate for
     the Valuation Period.

     The assumed  investment  rate adjusts for the interest  rate assumed in the
income  payment tables used to determine the dollar amount of the first variable
income  payment,  and is at an  effective  annual rate which is disclosed in the
Contract.

     We determine the amount of the first variable  income payment paid under an
Income  Plan  using the income  payment  tables  set out in the  Contracts.  The
Contracts  include  tables  that  differentiate  on the basis of sex,  except in
states that require the use of unisex tables.








<PAGE>



GENERAL MATTERS

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


INCONTESTABILITY

We will not contest the Contract after we issue it.


SETTLEMENTS

The Contract must be returned to us prior to any settlement. We must receive due
proof  of the  Contract  owner(s)  death  (or  Annuitant's  death  if there is a
non-natural Contract owner) before we will settle a death claim.


SAFEKEEPING OF THE VARIABLE ACCOUNT'S ASSETS

We hold  title  to the  assets  of the  Variable  Account.  We keep  the  assets
physically  segregated and separate and apart from our general corporate assets.
We maintain  records of all purchases and redemptions of the Fund shares held by
each of the Variable Sub-Accounts.

The Funds do not  issue  stock  certificates.  Therefore,  we hold the  Variable
Account's assets in open account in lieu of stock  certificates.  See the Funds'
prospectuses for a more complete description of the custodian of the Funds.


PREMIUM TAXES

Applicable  premium tax rates depend on the Contract  owner's state of residency
and the  insurance  laws and our status in those states where  premium taxes are
incurred.  Premium  tax  rates may be  changed  by  legislation,  administrative
interpretations,  or judicial  acts.  The State of New York  currently  does not
impose a premium tax.


TAX RESERVES

We do not establish capital gains tax reserves for any Variable  Sub-Account nor
do we deduct  charges for tax reserves  because we believe  that  capital  gains
attributable to the Variable  Account will not be taxable.  However,  we reserve
the right to deduct  charges to establish  tax reserves for  potential  taxes on
realized or unrealized capital gains.



<PAGE>



FEDERAL TAX MATTERS

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


THE FOLLOWING  DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE.  WE MAKE
NO  GUARANTEE  REGARDING  THE  TAX  TREATMENT  OF ANY  CONTRACT  OR  TRANSACTION
INVOLVING A CONTRACT.

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


TAXATION OF ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK

Allstate Life of New York is taxed as a life  insurance  company under Part I of
Subchapter L of the Internal  Revenue Code. Since the Variable Account is not an
entity  separate from Allstate Life of New York, and its operations  form a part
of Allstate  Life of New York,  it will not be taxed  separately as a "Regulated
Investment  Company"  under  Subchapter  M of the Code.  Investment  income  and
realized  capital  gains of the Variable  Account are  automatically  applied to
increase  reserves under the contract.  Under  existing  federal income tax law,
Allstate Life of New York believes that the Variable Account  investment  income
and capital gains will not be taxed to the extent that such income and gains are
applied to increase the reserves under the contract. Accordingly,  Allstate Life
of New York does not  anticipate  that it will  incur  any  federal  income  tax
liability  attributable to the Variable Account,  and therefore Allstate Life of
New York does not intend to make provisions for any such taxes. If Allstate Life
of New York is taxed on  investment  income  or  capital  gains of the  Variable
Account, then Allstate Life of New York may impose a charge against the Variable
Account in order to make provision for such taxes.


EXCEPTIONS TO THE NON-NATURAL OWNER RULE

There are several  exceptions to the general rule that annuity contracts held by
a non-natural  owner are not treated as annuity contracts for federal income tax
purposes. Contracts will generally be treated as held by a natural person if the
nominal owner is a trust or other entity which holds the Contract as agent for a
natural person. However, this special exception will not apply in the case of an
employer who is the nominal owner of an annuity  contract under a  non-qualified
deferred  compensation  arrangement for its employees.  Other  exceptions to the
non-natural owner rule are: (1) contracts acquired by an estate of a decedent by
reason  of the death of the  decedent;  (2)  certain  qualified  contracts;  (3)
contracts  purchased  by employers  upon the  termination  of certain  qualified
plans;  (4) certain  contracts  used in connection  with  structured  settlement
agreements,  and (5) contracts  purchased with a single premium when the annuity
starting  date  is no  later  than a year  from  purchase  of  the  annuity  and
substantially  equal  periodic  payments  are  made,  not less  frequently  than
annually, during the annuity period.


IRS REQUIRED DISTRIBUTION AT DEATH RULES

In order to be considered an annuity  contract for federal  income tax purposes,
an annuity contract must provide:  (1) if any owner dies on or after the annuity
start date but before the entire interest in the contract has been  distributed,
the remaining  portion of such interest must be  distributed at least as rapidly
as under the method of  distribution  being  used as of the date of the  owner's
death;  (2) if any owner  dies  prior to the  annuity  start  date,  the  entire
interest in the contract will be distributed within five years after the date of
the  owner's  death.  These  requirements  are  satisfied  if any portion of the
owner's  interest  which is  payable  to (or for the  benefit  of) a  designated
beneficiary is distributed  over the life of such  beneficiary (or over a period
not  extending   beyond  the  life  expectancy  of  the   beneficiary)  and  the
distributions  begin  within  one  year of the  owner's  death.  If the  owner's
designated beneficiary is the surviving spouse of the owner, the contract may be
continued  with the  surviving  spouse  as the new  owner.  If the  owner of the
contract is a  non-natural  person,  then the  annuitant  will be treated as the
owner for purposes of applying the  distribution at death rules. In addition,  a
change in the  annuitant  on a contract  owned by a  non-natural  person will be
treated as the death of the owner.


<PAGE>



QUALIFIED PLANS

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


The Contract may be used with several  types of qualified  plans.  The tax rules
applicable to participants in such qualified plans vary according to the type of
plan and the terms and conditions of the plan itself.  Adverse tax  consequences
may result from excess  contributions,  premature  distributions,  distributions
that do not conform to specified  commencement and minimum  distribution  rules,
excess   distributions   and  in  other   circumstances.   Contract  owners  and
participants under the plan and annuitants and beneficiaries  under the Contract
may be subject to the terms and  conditions of the plan  regardless of the terms
of the Contract.


INDIVIDUAL RETIREMENT ANNUITIES

Section  408 of the  Code  permits  eligible  individuals  to  contribute  to an
individual  retirement program known as an Individual  Retirement Annuity (IRA).
Individual  Retirement  Annuities are subject to  limitations on the amount that
can be  contributed  and on the time when  distributions  may commence.  Certain
distributions  from other  types of  qualified  plans may be "rolled  over" on a
tax-deferred basis into an Individual  Retirement  Annuity. An IRA generally may
not provide life  insurance,  but it may provide a death benefit that equals the
greater  of the  premiums  paid and the  Contract's  Cash  Value.  The  Contract
provides a death benefit that in certain circumstances may exceed the greater of
the payments and the Contract Value. It is possible that the death benefit could
be viewed as violating the prohibition on investment in life insurance contracts
with the  result  that the  Contract  would  not be  viewed  as  satisfying  the
requirements of an IRA.


ROTH INDIVIDUAL RETIREMENT ANNUITIES

Section  408A of the Code permits  eligible  individuals  to make  nondeductible
contributions  to an individual  retirement  program known as a Roth  Individual
Retirement  Annuity.   Roth  Individual  Retirement  Annuities  are  subject  to
limitations  on the  amount  that  can be  contributed  and  on  the  time  when
distributions  may  commence.  "Qualified  distributions"  from Roth  Individual
Retirement   Annuities  are  not   includible   in  gross   income.   "Qualified
distributions" are any distributions made more than five taxable years after the
taxable  year  of the  first  contribution  to the  Roth  Individual  Retirement
Annuity,  and which are made on or after the date the individual  attains age 59
1/2, made to a beneficiary  after the owner's death,  attributable  to the owner
being disabled or for a first time home purchase  (first time home purchases are
subject  to a  lifetime  limit of  $10,000).  "Nonqualified  distributions"  are
treated as made from  contributions  first and are includible in gross income to
the  extent  such  distributions  exceed  the  contributions  made  to the  Roth
Individual   Retirement   Annuity.   The  taxable  portion  of  a  "nonqualified
distribution" may be subject to the 10% penalty tax on premature  distributions.
Subject to certain limitations,  a traditional  Individual Retirement Account or
Annuity  may be  converted  or  "rolled  over" to a Roth  Individual  Retirement
Annuity.  The  taxable  portion of a  conversion  or  rollover  distribution  is
includible  in  gross  income,  but is  exempted  from  the 10%  penalty  tax on
premature distributions.


SIMPLIFIED EMPLOYEE PENSION PLANS

Section  408(k) of the Code allows  employers to establish  simplified  employee
pension plans for their  employees  using the employees'  individual  retirement
annuities  if certain  criteria  are met.  Under these plans the  employer  may,
within  specified  limits,  make  deductible  contributions  on  behalf  of  the
employees to their individual retirement  annuities.  Employers intending to use
the Contract in  connection  with such plans should seek  competent  advice.  In
particular, employers should consider that an IRA generally may not provide life
insurance,  but it may  provide a death  benefit  that equals the greater of the
premiums  paid and the  contract's  cash value.  The  Contract  provides a death
benefit that in certain circumstances may exceed the greater of the payments and
the Contract Value.


SAVINGS INCENTIVE MATCH PLANS FOR EMPLOYEES (SIMPLE PLANS)

Sections  408(p)  and  401(k)  of the  Code  allow  employers  with 100 or fewer
employees to establish SIMPLE retirement plans for their employees. SIMPLE plans
may be structured as a SIMPLE retirement account using an employee's IRA to hold
the assets or as a Section  401(k)  qualified cash or deferred  arrangement.  In
general,  a SIMPLE plan  consists  of a salary  deferral  program  for  eligible
employees and matching or nonelective contributions made by employers. Employers
intending  to use the  Contract in  conjunction  with SIMPLE  plans  should seek
competent tax and legal advice.


TAX SHELTERED ANNUITIES

Section  403(b) of the Code permits  public  school  employees  and employees of
certain types of tax-exempt organizations (specified in Section 501(c)(3) of the
Code) to have their employers  purchase annuity  contracts for them, and subject
to certain  limitations,  to exclude the purchase  payments from the  employees'
gross income.  An annuity  contract used for a Section  403(b) plan must provide
that  distributions  attributable to salary reduction  contributions  made after
12/31/88, and all earnings on salary reduction  contributions,  may be made only
on or after the date the employee  attains age 59 1/2,  separates  from service,
dies,  becomes  disabled  or on the  account  of  hardship  (earnings  on salary
reduction contributions may not be distributed for hardship).  These limitations
do not apply to  withdrawals  where  Allstate  Life of New York is  directed  to
transfer some or all of the Contract Value to another 403(b) plan.


CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS

Sections 401(a) and 403(a) of the Code permit  corporate  employers to establish
various types of tax favored  retirement plans for employees.  The Self-Employed
Individuals  Retirement Act of 1962, as amended,  (commonly referred to as "H.R.
10" or "Keogh")  permits  self-employed  individuals  to  establish  tax favored
retirement plans for themselves and their  employees.  Such retirement plans may
permit the purchase of annuity  contracts in order to provide benefits under the
plans.


STATE AND LOCAL GOVERNMENT AND TAX-EXEMPT ORGANIZATION
DEFERRED COMPENSATION PLANS

Section 457 of the Code  permits  employees of state and local  governments  and
tax-exempt organizations to defer a portion of their compensation without paying
current  taxes.  The  employees  must be  participants  in an eligible  deferred
compensation  plan. To the extent the  Contracts are used in connection  with an
eligible plan,  employees are considered  general  creditors of the employer and
the  employer as owner of the contract has the sole right to the proceeds of the
contract.  Generally,  under the non-natural owner rules, such Contracts are not
treated as annuity contracts for federal income tax purposes. Under these plans,
contributions  made for the benefit of the  employees  will not be includible in
the employees' gross income until  distributed from the plan.  However,  under a
Section 457 plan all the compensation deferred under the plan must remain solely
the  property  of the  employer,  subject  only to the claims of the  employer's
general  creditors,  until  such time as made  available  to the  employee  or a
beneficiary.


<PAGE>



EXPERTS

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


The financial  statements of Allstate Life  Insurance  Company of New York as of
December  31, 1998 and 1997 and for each of the three years in the period  ended
December  31, 1998 and the  financial  statements  of Allstate  Life of New York
Separate  Account A as of December 31, 1998 and for each of the two years in the
period  ended  December  31,  1998  appearing  in the  Statement  of  Additional
Information  (which is  incorporated  by reference in the prospectus of Allstate
Life of New York Separate  Account A of Allstate Life  Insurance  Company of New
York) have been audited by Deloitte & Touche LLP, independent auditors as stated
in their reports appearing herein, and are included in reliance upon the reports
of such firm given upon their authority as experts in accounting and auditing.


<PAGE>



FINANCIAL STATEMENTS

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


The financial  statements of the Variable  Account and Allstate Life of New York
and the  accompanying  Reports of Independent  Auditors appear on the pages that
follow.  The financial  statements of Allstate Life of New York included  herein
should be  considered  only as bearing upon the ability of Allstate  Life of New
York to meet its obligations under the Contracts.

<PAGE>



                             Financial Statements

                                     Index
                                     -----

                                                                            Page
                                                                            ----

Independent Auditors' Report...............................................F-1

Financial Statements:

         Statements of Financial Position,
                  December 31, 1998 and 1997...............................F-2


         Statements of Operations and Comprehensive Income for the Years Ended
                  December 31, 1998, 1997 and 1996.........................F-3

         Statements of Shareholder's Equity for the Years Ended
                  December 31, 1998, 1997 and 1996.........................F-4

         Statements of Cash Flows for the Years Ended
                  December 31, 1998, 1997 and 1996.........................F-5

         Notes to Financial Statements.....................................F-6

         Schedule IV - Reinsurance for the Years Ended
                  December 31, 1998, 1997 and 1996.........................F-22

         Schedule V - Valuation and Qualifying Accounts
                  December 31, 1998, 1997 and 1996.........................F-23





                                       18
<PAGE>











INDEPENDENT AUDITORS' REPORT


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

We have audited the  accompanying  Statements of Financial  Position of Allstate
Life Insurance Company of New York (the "Company",  an affiliate of The Allstate
Corporation)  as of December 31, 1998 and 1997,  and the related  Statements  of
Operations and  Comprehensive  Income,  Shareholder's  Equity and Cash Flows for
each of the three years in the period ended  December 31, 1998.  Our audits also
included  Schedule IV -  Reinsurance  and  Schedule V Valuation  and  Qualifying
Accounts.  These financial  statements and financial statement schedules are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements and financial statement schedules based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the 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 the  Company as of December  31, 1998 and
1997, and the results of its operations and its cash flows for each of the three
years in the  period  ended  December  31,  1998 in  conformity  with  generally
accepted accounting principles. Also, in our opinion, Schedule IV - Reinsurance,
and Schedule V - Valuation and Qualifying Accounts,  when considered in relation
to the basic  financial  statements  taken as a whole,  present  fairly,  in all
material respects, the information set forth therein.


/s/ Deloitte & Touche LLP

Chicago, Illinois
February 19, 1999



                                      F-1
<PAGE>

                   ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
                        STATEMENTS OF FINANCIAL POSITION



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

ASSETS
Investments
    Fixed income securities, at fair value
       (amortized cost $1,648,972 and $1,510,110)        $1,966,067   $1,756,257
    Mortgage loans                                          145,095      114,627
    Short-term                                               76,127        9,513
    Policy loans                                             29,620       27,600
                                                         ----------   ----------
    Total investments                                     2,216,909    1,907,997

Deferred acquisition costs                                   87,830       71,946
Accrued investment income                                    22,685       21,725
Reinsurance recoverables                                      2,210        1,726
Cash                                                          3,117          393
Other assets                                                  9,887        6,167
Separate Accounts                                           366,247      308,595
                                                         ----------   ----------
        TOTAL ASSETS                                     $2,708,885   $2,318,549
                                                         ==========   ==========

LIABILITIES
Reserve for life-contingent contract benefits            $1,208,104   $1,084,409
Contractholder funds                                        703,264      607,474
Current income taxes payable                                 14,029        1,419
Deferred income taxes                                        25,449       16,990
Other liabilities and accrued expenses                       23,463       10,985
Payable to affiliates, net                                   38,835        5,267
Separate Accounts                                           366,247      308,595
                                                         ----------   ----------
        TOTAL LIABILITIES                                 2,379,391    2,035,139
                                                         ----------   ----------

COMMITMENTS AND CONTINGENT LIABILITIES (NOTE 10)

SHAREHOLDER'S EQUITY
Common stock, $25 par value, 80,000 shares
     authorized, issued and outstanding                       2,000        2,000
Additional capital paid-in                                   45,787       45,787
Retained income                                             198,801      171,144

Accumulated other comprehensive income:
   Unrealized net capital gains                              82,906       64,479
                                                         ----------   ----------
        Total accumulated other comprehensive income         82,906       64,479
                                                         ----------   ----------
        TOTAL SHAREHOLDER'S EQUITY                          329,494      283,410
                                                         ----------   ----------
        TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY       $2,708,885   $2,318,549
                                                         ==========   ==========

See notes to financial statements.

                                      F-2
<PAGE>

<TABLE>
<CAPTION>


                   ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
                STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME



                                                           Year Ended December 31,
                                                           -----------------------
($ in thousands)                                        1998         1997         1996
                                                        ----         ----         ----
<S>                                                    <C>        <C>         <C>

REVENUES
Premiums and contract charges (net of reinsurance
    ceded of $3,204, $3,087 and $2,273)               $ 119,052   $ 118,963   $ 117,106
Net investment income                                   134,413     124,887     112,862
Realized capital gains and losses                         4,697         701      (1,581)
                                                      ---------   ---------   ---------
                                                        258,162     244,551     228,387
                                                      ---------   ---------   ---------
COSTS AND EXPENSES
Contract benefits (net of reinsurance recoveries
    of $997, $1,985 and $2,827)                         183,839     179,872     172,772
Amortization of deferred acquisition costs                7,029       5,023       6,512
Operating costs and expenses                             24,703      23,644      16,874
                                                      ---------   ---------   ---------
                                                        215,571     208,539     196,158
                                                      ---------   ---------   ---------

INCOME FROM OPERATIONS BEFORE INCOME TAX EXPENSE         42,591      36,012      32,229
Income tax expense                                       14,934      13,296      11,668
                                                      ---------   ---------   ---------

NET INCOME                                               27,657      22,716      20,561
                                                      ---------   ---------   ---------

OTHER COMPREHENSIVE INCOME
  Change in unrealized net capital gains and losses      18,427      27,627     (37,561)
                                                      ---------   ---------   ---------

COMPREHENSIVE INCOME                                  $  46,084   $  50,343   $ (17,000)
                                                      =========   =========   =========



<FN>

See notes to financial statements.
</FN>
</TABLE>

                                      F-3
<PAGE>


<TABLE>
<CAPTION>

                   ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
                       STATEMENTS OF SHAREHOLDER'S EQUITY



                                                             December 31,
                                                             ------------
($ in thousands)                                       1998       1997        1996
                                                       ----       ----        ----
<S>                                                 <C>         <C>         <C>

COMMON STOCK                                        $   2,000   $   2,000   $   2,000
                                                    ---------   ---------   ---------

ADDITIONAL CAPITAL PAID-IN                             45,787      45,787      45,787
                                                    ---------   ---------   ---------

RETAINED INCOME
Balance, beginning of year                            171,144     148,428     127,867
Net income                                             27,657      22,716      20,561
                                                    ---------   ---------   ---------
Balance, end of year                                  198,801     171,144     148,428
                                                    ---------   ---------   ---------

ACCUMULATED OTHER COMPREHENSIVE INCOME
Balance, beginning of year                             64,479      36,852      74,413
Change in unrealized net capital gains and losses      18,427      27,627     (37,561)
                                                    ---------   ---------   ---------
Balance, end of year                                   82,906      64,479      36,852
                                                    ---------   ---------   ---------

     Total shareholder's equity                     $ 329,494   $ 283,410   $ 233,067
                                                    =========   =========   =========

<FN>

See notes to financial statements.
</FN>
</TABLE>

                                      F-4
<PAGE>

<TABLE>
<CAPTION>

                   ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
                            STATEMENTS OF CASH FLOWS


                                                        Year Ended December 31,
                                                        -----------------------
($ in thousands)                                    1998         1997         1996
                                                    ----         ----         ----
<S>                                               <C>          <C>          <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                        $  27,657    $  22,716    $  20,561
Adjustments to reconcile net income to net
  cash provided by operating activities
   Amortization and other non-cash items            (34,890)     (31,112)     (26,172)
   Realized capital gains and losses                 (4,697)        (701)       1,581
   Interest credited to contractholder funds         41,200       31,667       25,817
   Changes in:
      Life-contingent contract benefits
       and contractholder funds                      53,343       68,114       75,217
      Deferred acquisition costs                    (16,693)     (10,781)      (6,859)
      Accrued investment income                        (960)      (1,404)      (1,493)
      Income taxes payable                           13,865         (158)       1,986
      Other operating assets and liabilities        (15,014)       9,949       (5,963)
                                                  ---------    ---------    ---------
      Net cash provided by operating activities      63,811       88,290       84,675
                                                  ---------    ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of fixed income securities       65,281       15,723       28,454
Investment collections
    Fixed income securities                         159,648      120,061       72,751
    Mortgage loans                                    5,855        5,365       12,508
Investment purchases
   Fixed income securities                         (292,444)    (236,984)    (236,252)
   Mortgage loans                                   (24,252)     (35,200)     (10,325)
Change in short-term investments, net               (55,846)      16,342      (18,598)
Change in policy loans, net                          (2,020)      (2,241)      (2,574)
                                                  ---------    ---------    ---------
       Net cash used in investing activities       (143,778)    (116,934)    (154,036)
                                                  ---------    ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Contractholder fund deposits                        137,473       79,384      115,420
Contractholder fund withdrawals                     (54,782)     (51,374)     (46,504)
                                                  ---------    ---------    ---------
      Net cash provided by financing activities      82,691       28,010       68,916
                                                  ---------    ---------    ---------

NET INCREASE (DECREASE) IN CASH                       2,724         (634)        (445)
CASH AT BEGINNING OF YEAR                               393        1,027        1,472
                                                  ---------    ---------    ---------
CASH AT END OF YEAR                               $   3,117    $     393    $   1,027
                                                  =========    =========    =========


<FN>

See notes to financial statements.
</FN>
</TABLE>

                                      F-5
<PAGE>

                   ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
                          NOTES TO FINANCIAL STATEMENTS
                                ($ IN THOUSANDS)


1.    GENERAL

BASIS OF PRESENTATION
The  accompanying  financial  statements  include the accounts of Allstate  Life
Insurance  Company of New York (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"). These financial statements have been prepared in conformity
with generally accepted accounting principles.

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

NATURE OF OPERATIONS
The Company  markets a broad line of life insurance and savings  products in the
State of New York. Life insurance  includes  traditional  products such as whole
life  and  term  life   insurance,   as  well  as   universal   life  and  other
interest-sensitive  life products.  Savings products include deferred annuities,
such as variable annuities and fixed rate single and flexible premium annuities,
and immediate  annuities such as structured  settlement  annuities.  The Company
distributes its products using a combination of Allstate  agents,  which include
life specialists as well as banks,  independent  insurance  agents,  brokers and
direct marketing.

Structured  settlement  annuity contracts issued by the Company are long-term in
nature and involve fixed guarantees relating to the amount and timing of benefit
payments.  Annuity  contracts and life insurance  policies issued by the Company
are subject to  discretionary  withdrawal or surrender by customers,  subject to
applicable  surrender  charges.  In low interest rate  environments,  funds from
maturing   investments,   particularly  those  supporting  long-term  structured
settlement  annuity  obligations,  may  be  reinvested  at  substantially  lower
interest  rates  than  those  which  prevailed  when the funds  were  previously
invested.

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

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

Although the Company currently  benefits from agreements with financial services
entities  who market and  distribute  its  products,  change in control of these
non-affliliated  entities  with which the  Company  has  alliances  could have a
detrimental effect on the Company's sales.



                                      F-6
<PAGE>


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INVESTMENTS
Fixed income  securities  include  bonds and  mortgage-backed  and  asset-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,  certain
deferred  acquisition  costs, and reserves for life and annuity policy benefits,
is reflected as a component of shareholder's  equity.  Provisions are recognized
for  declines  in the  value of fixed  income  securities  that are  other  than
temporary.  Such writedowns are included in realized capital gains and losses.

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

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

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

DERIVATIVE FINANCIAL INSTRUMENTS
The  Company   utilizes  futures   contracts  which  are  derivative   financial
instruments.   When  futures  contracts  meet  specific  criteria  they  may  be
designated  as  accounting  hedges and  accounted  for on either a fair value or
deferral  basis,  depending upon the nature of the hedge strategy and the method
used to account for the hedged  item.  Derivatives  that are not  designated  as
accounting hedges are accounted for on a fair value basis.

If,  subsequent  to entering  into a hedge  transaction,  the  futures  contract
becomes  ineffective  (including if the the occurrence of a hedged  anticipatory
transaction  is no longer  probable),  the  Company  terminates  the  derivative
position.  Gains and  losses on these  terminations  are  reported  in  realized
capital  gains  and  losses in the  period  they  occur.  The  Company  may also
terminate  derivatives as a result of other events or  circumstances.  Gains and
losses  on  these  terminations  are  either  deferred  and  amortized  over the
remaining life of either the hedge or the hedged item,  whichever is shorter, or
are reported in  shareholder's  equity,  consistent  with the accounting for the
hedged item.  Futures  contracts must reduce the primary market risk exposure on
an enterprise or transaction  basis in conjunction  with the hedge strategy;  be
designated  as a  hedge  at the  inception  of the  transaction;  and be  highly
correlated  with the fair value of, or  interest  income or  expense  associated
with, the hedged item at inception and throughout the hedge period.

DEFERRAL  ACCOUNTING  Under  deferral  accounting,  gains and  losses on futures
contracts are deferred on the statement of financial  position and recognized in
earnings in conjunction  with earnings on the hedged item. The Company  accounts
for interest  rate futures  contracts as hedges using  deferral  accounting  for
anticipatory  investment  purchases  and sales  when the  criteria  for  futures
(discussed  above)  are  met.  In  addition,  anticipated  transactions  must be
probable  of  occurrence  and  their  significant   terms  and   characteristics
identified.

                                      F-7
<PAGE>

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

RECOGNITION OF PREMIUM REVENUES AND CONTRACT CHARGES
Premiums for traditional  life insurance and certain  life-contingent  annuities
are recognized as revenue when due. Accident and disability  premiums are earned
on a pro rata basis over the policy  period.  Revenues  on  universal  life-type
insurance  policies  are  comprised  of  contract  charges  and  fees,  and  are
recognized when assessed against the policyholder  account balance.  Revenues on
investment   contracts   include   contract   charges  and  fees  for   contract
administration and surrenders. These revenues are recognized when levied against
the  contract  balance.  Gross  premium in excess of the net  premium on limited
payment contracts are deferred and recognized over the contract period.

REINSURANCE
The Company has reinsurance  agreements  whereby  certain  premiums and contract
benefits are ceded and reflected net of such  reinsurance  in the  statements of
operations and  comprehensive  income.  Reinsurance  recoverable and the related
reserves for  life-contingent  contract  benefits 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.

DEFERRED ACQUISITION COSTS
Certain  costs of  acquiring  life and  annuity  business,  principally  agents'
remuneration,   premium  taxes,  certain  underwriting  costs  and  direct  mail
solicitation expenses are deferred and amortized to income. For traditional life
insurance,  limited  payment  contracts and accident and  disability  insurance,
these  costs are  amortized  in  proportion  to the  estimated  revenues on such
business.  For universal life-type policies and investment contracts,  the costs
are  amortized in relation to the present  value of estimated  gross  profits on
such business.  Changes in the amount or timing of estimated  gross profits will
result in  adjustments  in the cumulative  amortization  of these costs.  To the
extent that  unrealized  gains or losses on fixed income  securities  carried at
fair value would result in an adjustment of deferred acquisition costs had those
gains or  losses  actually  been  realized,  the  related  unamortized  deferred
acquisition  costs are recorded as a reduction of the unrealized gains or losses
included in shareholder's equity.

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

SEPARATE ACCOUNTS
The Company issues flexible premium deferred variable annuities,  the assets and
liabilities of which are legally  segregated  and reflected in the  accompanying
statements  of  financial  position as assets and  liabilities  of the  Separate
Accounts.  The Company's Separate Accounts consist of: Allstate Life of New York
Variable Annuity Account,  Allstate Life of New York Variable Annuity Account II
and Allstate Life of New York Separate Account A. Each of the Separate  Accounts
are  unit  investment   trusts  registered  with  the  Securities  and  Exchange
Commission.

                                      F-8
<PAGE>

Assets of the Separate Accounts are carried at fair value. Investment income and
realized  capital gains and losses of the Separate  Accounts  accrue directly to
the contractholders and, therefore, are not included in the Company's statements
of  operations  and  comprehensive  income.  Revenues  to the  Company  from the
Separate Accounts consist of contract maintenance fees,  administration fees and
mortality and expense risk charges.

RESERVES FOR LIFE-CONTINGENT CONTRACT BENEFITS
The reserve for life-contingent  contract benefits, which relates to traditional
life insurance,  group retirement annuities and structured  settlement annuities
with  life  contingencies,  disability  insurance  and  accident  insurance,  is
computed on the basis of assumptions as to future investment yields,  mortality,
morbidity,  terminations and expenses. These assumptions,  which for traditional
life  insurance  are  applied  using  the  net  level  premium  method,  include
provisions for adverse deviation and generally vary by such  characteristics  as
type of coverage,  year of issue and policy  duration.  Reserve  interest  rates
ranged from 4.0% to 11.0% during 1998.  To the extent that  unrealized  gains on
fixed income  securities  would result in a premium  deficiency  had those gains
actually  been  realized,  the  related  increase  in  reserves is recorded as a
reduction of the unrealized gains included in shareholder's equity.

CONTRACTHOLDER FUNDS
Contractholder funds arise from the issuance of individual or group policies and
contracts that include an investment  component,  including most fixed annuities
and universal life policies.  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.  During 1998,  credited interest rates on
contractholder  funds ranged from 3.46% to 11.00% for those contracts with fixed
interest rates and from 3.50% to 7.75% for those with flexible rates.

OFF-BALANCE-SHEET FINANCIAL INSTRUMENTS
Commitments to extend  mortgage loans have only  off-balance-sheet  risk because
their  contractual  amounts are not  recorded  in the  Company's  statements  of
financial position.

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.

NEW ACCOUNTING STANDARDS
In 1998,  the  Company  adopted  Statement  of  Financial  Accounting  Standards
("SFAS") No. 125,  "Accounting  for Transfers and Servicing of Financial  Assets
and  Extinguishment of Liabilities" under the guidance of SFAS No. 127 "Deferral
of the Effective  Date of Certain  Provisions  of FASB  Statement No. 125". As a
result,   the  Company  has  recorded  an  asset  and  corresponding   liability
representing the collateral received in connection with the Company's securities
lending program.

In 1998, the Company  adopted SFAS No. 130,  "Reporting  Comprehensive  Income."
Comprehensive income is a measurement of certain changes in shareholder's equity
that result from  transactions and other economic events other than transactions
with shareholders. For the Company, these consist of changes in unrealized gains
and losses on the investment portfolio (See Note 9).

In 1998,  the Company  adopted SFAS No. 131,  "Disclosures  about Segments of an
Enterprise  and  Related  Information."  SFAS 131  redefines  how  segments  are
determined  and  requires  additional  segment  disclosures  for both annual and
interim  financial  reporting.  The  Company has  identified  itself as a single
operating segment.

                                      F-9
<PAGE>

PENDING ACCOUNTING STANDARDS
In December 1997, the Accounting  Standards  Executive Committee of the American
Institute of Certified Public  Accountants  issued Statement of Position ("SOP")
97-3,  "Accounting  by Insurance  and Other  Enterprises  for  Insurance-related
Assessments."  The SOP is  required  to be  adopted  in 1999.  The SOP  provides
guidance  concerning  when  to  recognize  a  liability  for   insurance-related
assessments  and  how  those  liabilities  should  be  measured.   Specifically,
insurance-related  assessments  should be recognized as liabilities  when all of
the following criteria have been met: 1) an assessment has been imposed or it is
probable that an assessment will be imposed,  2) the event  obligating an entity
to pay an  assessment  has occurred and 3) the amount of the  assessment  can be
reasonably  estimated.  The Company is currently  evaluating the effects of this
SOP on its accounting for  insurance-related  assessments.  Certain  information
required for compliance is not currently  available and therefore the Company is
studying  alternatives for estimating the accrual. In addition,  industry groups
are working to improve the information  available.  Adoption of this standard is
not expected to be material to the results of operations  or financial  position
of the Company.

In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
"Accounting  for Derivative  Instruments and Hedging  Activities."  SFAS No. 133
replaces  existing  pronouncements  and  practices  with  a  single,  integrated
accounting  framework for derivatives and hedging  activities.  The requirements
are  effective  for  fiscal  years  beginning  after  June  15,  1999.   Earlier
application  is  encouraged  but is only  permitted  as of the  beginning of any
fiscal quarter after issuance.  This statement  requires that all derivatives be
recognized on the balance sheet at fair value.  Derivatives  that are not hedges
must be adjusted to fair value  through  income.  If the  derivative is a hedge,
depending on the nature of the hedge,  changes in the fair value of  derivatives
will  either be offset  against  the change in fair value of the hedged  assets,
liabilities,  or firm  commitments  through  earnings  or  recognized  in  other
comprehensive   income  until  the  hedged  item  is   recognized  in  earnings.
Additionally, the change in fair value of a derivative which is not effective as
a hedge will be immediately recognized in earnings. The Company expects to adopt
SFAS No. 133 as of January 1, 2000.  Based on  existing  interpretations  of the
requirements  of SFAS No.  133,  the impact of  adoption  is not  expected to be
material to the results of operations or financial position of the Company.


3.   RELATED PARTY TRANSACTIONS

REINSURANCE
The Company has reinsurance agreements with ALIC in order to limit aggregate and
single  exposure on large risks. A portion of the Company's  premiums and policy
benefits  are  ceded  to  ALIC  and  reflected  net of such  reinsurance  in the
statements of operations and comprehensive income.  Reinsurance  recoverable and
the related reserve for  life-contingent  contract  benefits 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.

                                      F-10
<PAGE>

The following amounts were ceded to the ALIC under reinsurance agreements.

                                              YEAR ENDED DECEMBER 31,
                                              -----------------------
      ($ in thousands)                      1998          1997       1996
                                            ----          ----       ----

      Premiums                           $  2,519       $ 2,171     $  1,383
      Policy benefits                         315           327        1,662

Included  in the  reinsurance  recoverable  at  December  31,  1998 and 1997 are
amounts due from the ALIC of $532 and $342, respectively.

STRUCTURED SETTLEMENT ANNUITIES
AIC, through an affiliate,  purchased $12,747, $12,766 and $15,610 of structured
settlement annuities from the Company in 1998, 1997 and 1996,  respectively.  Of
these  amounts,  $5,152,  $3,468  and  $8,517  relate to  structured  settlement
annuities  with life  contingencies  and are included in premium income in 1998,
1997 and 1996,  respectively.  Additionally,  the  reserve  for  life-contingent
contract benefits was increased by approximately 94% of such premium received in
each of these years.

BUSINESS OPERATIONS
The Company utilizes services performed by AIC and ALIC and business  facilities
owned or leased, and operated by AIC in conducting its business activities.  The
Company reimburses AIC and ALIC for the operating expenses incurred 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  $32,326,  $27,632  and  $23,134  in  1998,  1997  and  1996,
respectively.  A portion of these expenses relate to the acquisition of life and
annuity business which are deferred and amortized over the contract period.


4.   INVESTMENTS

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

<TABLE>
<CAPTION>

                                   AMORTIZED        GROSS UNREALIZED         FAIR
                                     COST        GAINS         LOSSES        VALUE
                                     ----        -----         ------        -----
<S>                               <C>          <C>          <C>           <C>

AT DECEMBER 31, 1998
U.S. government and agencies      $  443,930   $  179,455   $       (1)   $  623,384
Municipal                             31,617        2,922          (19)       34,520
Corporate                            848,289      121,202         (899)      968,592
Mortgage-backed securities           291,520       14,294         (700)      305,114
Asset-backed securities               33,616          869          (28)       34,457
                                  ----------   ----------    ----------   ----------
  Total fixed income securities   $1,648,972   $  318,742   $   (1,647)   $1,966,067
                                  ==========   ==========    ==========   ==========

AT DECEMBER 31, 1997
U.S. government and agencies      $  416,203   $  126,824   $     (212)   $  542,815
Municipal                             35,382        2,449          (22)       37,809
Corporate                            803,935      103,700         (479)      907,156
Mortgage-backed securities           215,465       13,442         (166)      228,741
Asset-backed securities               39,125          642          (31)       39,736
                                  ----------   ----------    ----------   ----------
  Total fixed income securities   $1,510,110   $  247,057   $     (910)   $1,756,257
                                  ==========   ==========    ==========   ==========
</TABLE>

                                      F-11
<PAGE>

SCHEDULED MATURITIES
The scheduled  maturities for fixed income securities are as follows at December
31, 1998:

                                          AMORTIZED      FAIR
                                            COST         VALUE
                                            ----         -----

Due in one year or less                  $   14,903   $   15,087
Due after one year through five years        79,333       84,372
Due after five years through ten years      227,770      250,208
Due after ten years                       1,001,830    1,276,829
                                         ----------   ----------
                                          1,323,836    1,626,496
Mortgage- and asset-backed securities       325,136      339,571
                                         ----------   ----------
  Total                                  $1,648,972   $1,966,067
                                         ==========   ==========

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

NET INVESTMENT INCOME
YEAR ENDED DECEMBER, 31                 1998       1997       1996
                                        ----       ----       ----

Fixed income securities               $124,100   $116,763   $104,583
Mortgage loans                          10,309      7,896      7,113
Other                                    2,940      2,200      2,942
                                      --------   --------   --------
  Investment income, before expense    137,349    126,859    114,638
  Investment expense                     2,936      1,972      1,776
                                      --------   --------   --------
  Net investment income               $134,413   $124,887   $112,862
                                      ========   ========   ========


REALIZED CAPITAL GAINS AND LOSSES
YEAR ENDED DECEMBER 31,                             1998      1997       1996
                                                    ----      ----       ----

Fixed income securities                           $ 4,755    $   955    $(1,522)
Mortgage loans                                        (65)      (221)       (59)
Other                                                   7        (33)        --
                                                  -------    -------    -------
   Realized capital gains and losses                4,697        701     (1,581)
   Income tax                                       1,644        245       (553)
                                                  -------    -------    -------
   Realized capital gains and losses, after tax   $ 3,053    $   456    $(1,028)
                                                  =======    =======    =======

Excluding calls and prepayments,  gross gains of $2,905, $471 and $480 and gross
losses  of $164,  $105  and  $2,308  were  realized  on  sales  of fixed  income
securities during 1998, 1997 and 1996, respectively.

                                      F-12
<PAGE>


UNREALIZED NET CAPITAL GAINS
Unrealized   net  capital   gains  on  fixed  income   securities   included  in
shareholder's equity at December 31, 1998 are as follows:

<TABLE>
<CAPTION>

                                  COST/                         GROSS UNREALIZED          UNREALIZED
                              AMORTIZED COST   FAIR VALUE      GAINS         LOSSES        NET GAINS
                              --------------   ----------      -----         ------        ---------
<S>                            <C>            <C>           <C>           <C>            <C>

Fixed income securities        $ 1,648,972    $ 1,966,067   $   318,742   $    (1,647)   $   317,095
                               ===========   ===========   ===========    ===========
Reserve for life-contingent
   contract benefits                                                                        (187,706)
Deferred income taxes                                                                        (44,642)
Deferred acquisition costs
    and other                                                                                 (1,841)
                                                                                         -----------
Unrealized net capital gains                                                             $    82,906
                                                                                         ===========
</TABLE>

<TABLE>
<CAPTION>

CHANGE IN UNREALIZED NET CAPITAL GAINS
YEAR ENDED DECEMBER 31,                             1998         1997        1996
                                                    ----         ----         ----
<S>                                              <C>          <C>          <C>

Fixed income securities                          $  70,948    $ 123,519    $ (82,847)
Reserves for life contingent-contract benefits     (42,251)     (80,155)      24,300
Deferred income taxes                               (9,922)     (14,876)      20,224
Deferred acquisition costs and other                  (348)        (861)         762
                                                 ---------    ---------    ---------
Increase (decrease)  in unrealized net
  capital gains                                  $  18,427    $  27,627    $ (37,561)
                                                 =========    =========    =========

</TABLE>

INVESTMENT LOSS PROVISIONS AND VALUATION ALLOWANCES
Pretax  provisions for  investment  losses,  principally  relating to other than
temporary declines in value of fixed income securities and valuation  allowances
on mortgage loans were $114, $261 and $208 in 1998, 1997 and 1996, respectively.

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

The Company had no impaired loans at December 31, 1998, 1997 and 1996.

Interest  income is recognized on a cash basis for impaired loans carried at the
fair value of the  collateral,  beginning at the time of  impairment.  For other
impaired loans,  interest is accrued based on the net carrying value. There were
no impaired loans during 1998 and 1997. In 1996, the Company recognized interest
income of $281 on impaired  loans,  which was  received in cash during the year.
The average recorded investment in impaired loans was $5,154 during 1996.

Valuation allowances for mortgage loans at December 31, 1998, 1997 and 1996 were
$600, $486 and $225, respectively.  There were no direct write-downs of mortgage
loan  valuation  allowances  for the years ended December 31, 1998 and 1997. For
the year ended December 31, 1996, direct  write-downs of mortgage loan valuation
allowances  were  $1,431.  Net  (reductions)  additions  to  the  mortgage  loan
valuation allowances were $114, $261 and $(296) for the years ended December 31,
1998, 1997 and 1996, respectively.

                                      F-13
<PAGE>

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

The Company  maintains a diversified  portfolio of municipal  bonds. The largest
concentrations  in the portfolio are presented below.  Except for the following,
holdings in no other state exceeded 5% of the portfolio at December 31, 1998 and
1997:

(% of municipal bond portfolio carrying value)      1998        1997
                                                    ----        ----

           Ohio                                     30.2%       28.4%
           Illinois                                 21.1        19.8
           California                               17.4        22.7
           Maryland                                  8.2         8.0
           Minnesota                                 5.9         5.5
           New York                                  5.7         5.4
           Maine                                     5.3         5.6

The Company's  mortgage loans are collateralized by a variety of commercial real
estate property types located throughout the United States. Substantially all of
the commercial mortgage loans are non-recourse to the borrower.  The states with
the largest portion of the commercial  mortgage loan portfolio are listed below.
Except  for  the  following,  holdings  in no  other  state  exceeded  5% of the
portfolio at December 31, 1998 and 1997:

(% of commercial mortgage portfolio carrying value) 1998         1997
                                                    ----         ----

           California                               41.9%        47.7%
           New York                                 26.3         30.5
           Illinois                                 15.8         15.3
           New Jersey                                6.9           -
           Pennsylvania                              6.2          3.3

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


(% of commercial mortgage portfolio carrying value) 1998         1997
                                                    ----         ----

           Retail                                  39.5%         38.8%
           Warehouse                               19.2          25.4
           Apartment complex                       18.5          14.9
           Office buildings                        11.7          15.3
           Industrial                               5.5           4.9
           Other                                    5.6            .7
                                                 ------        ------
                                                  100.0%        100.0%
                                                  =====         =====



                                      F-14
<PAGE>

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

                        NUMBER OF LOANS  CARRYING VALUE      PERCENT
                        ---------------  --------------      -------

1999                               1       $  2,832             2.0%
2000                               4          7,762             5.3
2001                               5          7,066             4.9
2002                               2          6,154             4.2
Thereafter                        31        121,281            83.6
                            --------       --------        --------
   Total                          43       $145,095           100.0%
                            ========       ========        ========

In 1998, there were no commercial mortgage loans which were contractually due.

SECURITIES ON DEPOSIT
At December 31, 1998,  fixed income  securities  with a carrying value of $2,109
were on deposit with regulatory authorities as required by law.


5.   FINANCIAL INSTRUMENTS

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

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

                                  1998                      1997
                                  ----                      ----
                           CARRYING       FAIR       CARRYING       FAIR
                            VALUE         VALUE       VALUE         VALUE
                            -----         -----       -----         -----

Fixed income securities   $1,966,067   $1,966,067   $1,756,257   $1,756,257
Mortgage loans               145,095      154,872      114,627      120,849
Short-term investments        76,127       76,127        9,513        9,513
Policy loans                  29,620       29,620       27,600       27,600
Separate Accounts            366,247      366,247      308,595      308,595

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

                                      F-15
<PAGE>

Fair values for fixed income  securities are based on quoted market prices where
available. Non-quoted securities are valued based on discounted cash flows using
current interest rates for similar  securities.  Mortgage loans are valued based
on discounted  contractual cash flows. Discount rates are selected using current
rates  at  which  similar  loans  would  be  made  to  borrowers   with  similar
characteristics,  using similar properties as collateral. Loans that exceed 100%
loan-to-value  are  valued  at  the  estimated  fair  value  of  the  underlying
collateral. Short-term investments are highly liquid investments with maturities
of less than one year whose carrying value approximates fair value.

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

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

                                1998                  1997
                                ----                  ----
                          CARRYING    FAIR      CARRYING    FAIR
                           VALUE      VALUE      VALUE      VALUE
                           -----      -----      -----      -----
Contractholder funds on
   investment contracts   $512,239   $518,448   $437,449   $466,136
Separate Accounts          366,247    366,247    308,595    308,595

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
Accounts liabilities are carried at the fair value of the underlying assets.

DERIVATIVE FINANCIAL INSTRUMENTS
The only derivative financial  instruments used by the Company are interest rate
futures  contracts.   The  Company  primarily  uses  this  derivative  financial
instrument  to reduce its exposure to market risk,  specifically  interest  rate
risk, in conjunction with asset/liability  management. The Company does not hold
or issue these instruments for trading purposes.

The following table summarizes the contract amount, credit exposure,  fair value
and carrying value of the Company's derivative financial instruments:

                                                                   CARRYING
                                                                    VALUE
                             CONTRACT       CREDIT       FAIR       ASSETS/
                              AMOUNT        EXPOSURE     VALUE   (LIABILITIES)
                              ------        --------     -----   -------------

AT DECEMBER 31, 1998
- --------------------
Financial futures contracts   $15,000   $        --     $   (15)   $  (223)

AT DECEMBER 31, 1997
- --------------------
Financial futures contracts   $29,800   $        --     $  (153)   $  (810)

Carrying value is representative of deferred gains and losses.

                                      F-16
<PAGE>

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

Credit  exposure   represents  the  Company's  potential  loss  if  all  of  the
counterparties  failed to perform under the  contractual  terms of the contracts
and all collateral,  if any, became worthless.  This exposure is measured by the
fair value of contracts  with a positive fair value at the reporting  date.  The
Company  manages its  exposure to credit risk  primarily  by  establishing  risk
control  limits.  To date, the Company has not incurred any losses on derivative
financial instruments due to counterparty nonperformance.

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

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

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

OFF-BALANCE-SHEET FINANCIAL INSTRUMENTS
Commitments  to extend  mortgage  loans  are  agreements  to lend to a  borrower
provided there is no violation of any condition established in the contract. The
Company  enters  these  agreements  to  commit  to  future  loan  fundings  at a
predetermined  interest rate.  Commitments generally have fixed expiration dates
or other termination  clauses.  Commitments to extend mortgage loans,  which are
secured by the  underlying  properties,  are valued  based on  estimates of fees
charged by other institutions to make similar  commitments to similar borrowers.
The Company had no mortgage loan  commitments  at December 31, 1998. At December
31, 1997 the Company had $18,000 in mortgage loan  commitments  which had a fair
value of $180.

                                      F-17
<PAGE>

6.   INCOME TAXES

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

Prior to Sears, Roebuck and Co.'s ("Sears")  distribution ("Sears distribution")
on  June  30,  1995  of  its  80.3%   ownership  in  the  Corporation  to  Sears
shareholders,  the Allstate  Group  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.

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

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

The components of the deferred income tax assets and liabilities at December 31,
are as follows:

                                           1998        1997
                                           ----        ----
DEFERRED ASSETS

Life and annuity reserves                $ 41,073    $ 34,084
Difference in tax bases of investments       --           742
Discontinued operations                       364         364
Other postretirement benefits                 328         352
Other assets                                2,023         255
                                         --------    --------
      Total deferred assets                43,788      35,797
                                         --------    --------

DEFERRED LIABILITIES
Unrealized net capital gains              (44,642)    (34,720)
Deferred acquisition costs                (20,573)    (15,821)
Difference in tax bases of investments     (1,784)         --
Prepaid commission expense                   (790)       (792)
Other liabilities                          (1,448)     (1,454)
                                         --------    --------
      Total deferred liabilities          (69,237)    (52,787)
                                         --------    --------
      Net deferred liability             $(25,449)   $(16,990)
                                         ========    ========

                                      F-18
<PAGE>

Although realization is not assured,  management believes it is more likely than
not that the deferred tax assets will be realized based on the assumptions  that
certain levels of income will be achieved.

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

                                   1998       1997        1996
                                 --------   --------    --------

Current                          $ 13,679   $ 14,874    $ 11,411
Deferred                            1,255     (1,578)        257
                                 --------   --------    --------
      Total income tax expense   $ 14,934   $ 13,296    $ 11,668
                                 ========   ========    ========

The Company paid income taxes of $3,788,  $13,350 and $11,968 in 1998,  1997 and
1996,  respectively.  The Company had a current  income tax liability of $14,029
and $1,419 at December 31, 1998 and 1997, respectively.

A  reconciliation  of the  statutory  federal  income tax rate to the  effective
income tax rate on income from  operations for the year ended December 31, is as
follows:

                                     1998       1997       1996
                                    ------     ------     ------

Statutory federal income tax rate    35.0%      35.0%      35.0%
State income tax expense              1.6        2.2        2.4
Other                                (1.5)       (.3)      (1.2)
                                    ------     ------     ------
Effective income tax rate            35.1%      36.9%      36.2%
                                    ======     ======     ======

Prior to January 1, 1984,  the Company was entitled to exclude  certain  amounts
from taxable  income and  accumulate  such amounts in a  "policyholder  surplus"
account.  The balance in this account at December 31, 1998,  approximately $389,
will  result in  federal  income  taxes  payable of $136 if  distributed  by the
Company.  No  provision  for taxes has been made as the  Company  has no plan to
distribute  amounts from this account.  No further additions to the account have
been permitted since the Tax Reform Act of 1984.


7.   STATUTORY FINANCIAL INFORMATION

PERMITTED STATUTORY ACCOUNTING PRACTICES
The Company  prepares its statutory  financial  statements  in  accordance  with
accounting  principles  and  practices  prescribed  or permitted by the New York
Department of Insurance.  Prescribed  statutory  accounting  practices include a
variety of publications of the National  Association of Insurance  Commissioners
("NAIC"), as well as state laws,  regulations and general  administrative rules.
Permitted statutory  accounting practices encompass all accounting practices not
so prescribed.  The Company does not follow any permitted  statutory  accounting
practices that have a significant  impact on statutory  surplus or statutory net
income.

The NAIC's codification initiative has produced a comprehensive guide of revised
statutory accounting  principles.  While the NAIC has approved a January 1, 2001
implementation date for the newly developed  guidance,  companies must adhere to
the implementation date adopted by their state of domicile.  The Company's state
of domicile,  New York, is continuing its comparison of codification and current
statutory  accounting  requirements to determine necessary revisions to existing
state laws and regulations. The requirements are not expected to have a material
impact on the statutory surplus of the Company.

                                      F-19
<PAGE>

DIVIDENDS
The ability of the Company to pay dividends is dependent on business conditions,
income,  cash requirements of the Company and other relevant factors.  Under New
York  Insurance  Law, a notice of intention to  distribute  any dividend must be
filed with the New York  Superintendent of Insurance not less than 30 days prior
to  the   distribution.   Such   proposed   declaration   is   subject   to  the
Superintendent's disapproval.


8.  BENEFIT PLANS

PENSION PLANS
Defined  benefit  pension plans,  sponsored by the  Corporation,  cover domestic
full-time employees and certain part-time employees.  Benefits under the pension
plans  are  based  upon  the  employee's  length  of  service,   average  annual
compensation   and  estimated   social   security   retirement   benefits.   The
Corporation's   funding   policy  for  the  pension  plans  is  to  make  annual
contributions in accordance with accepted  actuarial cost methods.  The costs to
the  Company  included  in net income  were $382,  $597 and $490 for the pension
plans in 1998, 1997 and 1996, respectively.

POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
The Corporation  also provides  certain health care and life insurance  benefits
for  retired  employees.  Qualified  employees  may  become  eligible  for these
benefits  if they  retire  in  accordance  with  the  Corporation's  established
retirement  policy and are continuously  insured under the  Corporation's  group
plans or other  approved  plans for ten or more years prior to  retirement.  The
Corporation  shares the cost of the retiree medical benefits with retirees based
on years of service, with the Corporation's share being subject to a 5% limit on
annual medical cost inflation after retirement. The Corporation's postretirement
benefit plans currently are not funded.  The Corporation has the right to modify
or terminate these plans.

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

The Company's contribution to the Allstate Plan was $567, $164 and $111 in 1998,
1997 and 1996, respectively.

                                      F-20
<PAGE>

9.    OTHER COMPREHENSIVE INCOME

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

<TABLE>

                                         1998                             1997                             1996
                                ------------------------------- ------------------------------------------------------------------
                                                        After-                           After-                           After-
                                   Pretax      Tax       tax      Pretax       Tax        tax       Pretax      Tax        tax
                                   ------      ---       ---      ------       ---        ---       ------      ---        ---
Unrealized capital gains
 and losses:
- --------------------------------
<S>                              <C>        <C>       <C>        <C>        <C>        <C>         <C>        <C>        <C>

Unrealized holding gains
 (losses) arising during
 the period                       $75,817   $(26,536)  $49,281   $ 124,702   $(43,645)  $ 81,057   $(86,096)  $ 30,133   $(55,963)
Adjustments to unrealized
 capital gains and losses
 arising during the period:
    Deferred acquisition costs       (348)       122      (226)       (861)       301       (560)       762       (267)       495
    Reserve for life insurance
      policy benefits             (42,251)    14,788   (27,463)    (80,155)    28,054    (52,101)    24,300     (8,505)    15,795
                                  -------   --------   -------   ---------   --------   --------   --------   --------   --------
      Net unrealized holding
        gains arising during the
        period                     33,218    (11,626)   21,592      43,686    (15,290)    28,396    (61,034)    21,361    (39,673)
                                  -------   --------   -------   ---------   --------   --------   --------   --------   --------
  Less: reclassification
     adjustment for realized
     net capital gains included
     in net income                  4,869     (1,704)    3,165       1,183       (414)       769     (3,249)     1,137     (2,112)
                                  -------   --------   -------   ---------   --------   --------   --------   --------   --------
Unrealized net capital
 gains (losses)                    28,349     (9,922)   18,427      42,503    (14,876)    27,627    (57,785)    20,224    (37,561)
                                  -------   --------   -------   ---------   --------   --------   --------   --------   --------
OTHER COMPREHENSIVE
 INCOME                           $28,349   $ (9,922)  $18,427   $  42,503   $(14,876)  $ 27,627   $(57,785)  $ 20,224   $(37,561)
                                  =======   ========   =======   =========   ========   ========   ========   ========   ========

</TABLE>

10.      COMMITMENTS AND CONTINGENT LIABILITIES

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

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

                                      F-21
<PAGE>


                   ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
                            SCHEDULE IV--REINSURANCE



($ in thousands)
                                    GROSS                      NET
YEAR ENDED DECEMBER 31, 1998        AMOUNT        CEDED       AMOUNT
- ----------------------------        ------        -----       ------

Life insurance in force          $12,656,826  $   857,500  $11,799,326
                                 ===========  ===========  ===========

Premiums and contract charges:
    Life and annuities           $   116,678  $     2,541  $   114,137
    Accident and health                5,578          663        4,915
                                 -----------  -----------  -----------
                                 $   122,256  $     3,204  $   119,052
                                 ===========  ===========  ===========


                                    GROSS                      NET
YEAR ENDED DECEMBER 31, 1997        AMOUNT        CEDED       AMOUNT
- ----------------------------        ------        -----       ------

Life insurance in force          $11,339,990  $   721,040  $10,618,950
                                 ===========  ===========  ===========

Premiums and contract charges:
    Life and annuities           $   116,167  $     2,185  $   113,982
    Accident and health                5,883          902        4,981
                                 -----------  -----------  -----------
                                 $   122,050  $     3,087  $   118,963
                                 ===========  ===========  ===========


                                    GROSS                      NET
YEAR ENDED DECEMBER 31, 1996        AMOUNT        CEDED       AMOUNT
- ----------------------------        ------        -----       ------

Life insurance in force          $ 9,962,300  $   553,628  $ 9,408,672
                                 ===========  ===========  ===========

Premiums and contract charges:
    Life and annuities           $   114,296  $     1,398  $   112,898
    Accident and health                5,083          875        4,208
                                 -----------  -----------  -----------
                                 $   119,379  $     2,273  $   117,106
                                 ===========  ===========  ===========


                                      F-22
<PAGE>


<TABLE>
<CAPTION>


                   ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
                  SCHEDULE V--VALUATION AND QUALIFYING ACCOUNTS


($ in thousands)
                                   BALANCE AT       CHARGED TO                         BALANCE AT
                                   BEGINNING         COSTS AND                           END OF
                                   OF PERIOD         EXPENSES         DEDUCTIONS         PERIOD
                                   ---------         --------         ----------         ------
<S>                              <C>              <C>              <C>                <C>

YEAR ENDED DECEMBER 31, 1998
- ----------------------------

Allowance for estimated losses
   on mortgage loans             $        486      $        114     $          -      $        600
                                 ============      ============     ============      ============


YEAR ENDED DECEMBER 31, 1997
- ----------------------------

Allowance for estimated losses
   on mortgage loans             $        225      $        261     $          -      $        486
                                 ============      ============     ============      ============


YEAR ENDED DECEMBER 31, 1996
- ----------------------------

Allowance for estimated losses
   on mortgage loans             $      1,952      $       (296)    $      1,431      $        225
                                 ============      ============     ============      ============
</TABLE>



                                      F-23
<PAGE>





                  ALLSTATE LIFE OF NEW YORK SEPARATE ACCOUNT A

                  Financial Statements as of December 31, 1998
                   and for the periods ended December 31, 1998
                           and December 31, 1997, and
                          Independent Auditors' Report


<PAGE>



INDEPENDENT AUDITORS' REPORT


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

We  have  audited  the  accompanying  statements  of net  assets  of each of the
sub-accounts  ("portfolios"  for purposes of this report) that comprise Allstate
Life of New York  Separate  Account A (the  "Account"),  a  Separate  Account of
Allstate  Life  Insurance  Company of New York,  an  affiliate  of The  Allstate
Corporation,  as of December 31, 1998, and the related  statements of operations
and changes in net assets for the years ended December 31, 1998 and December 31,
1997  of  the  Capital  Appreciation,   Diversified  Income,  Global  Utilities,
Government  Securities,  Growth, Growth and Income,  International Equity, Money
Market,  and Value  portfolios of the AIM Variable  Insurance  Funds,  Inc. that
comprise the Account.  These financial  statements are the responsibility of the
Account's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation  of  securities  owned at December 31, 1998. 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 each of the  portfolios  that comprise the
Account as of December 31,  1998,  and the results of their  operations  for the
year then ended and the changes in their net assets for each of the two years in
the period then ended,  of each of the  portfolios  comprising  the Account,  in
conformity with generally accepted accounting principles.


/s/ Deloitte & Touche LLP


Chicago, Illinois
March 18, 1999


<PAGE>


ALLSTATE LIFE OF NEW YORK SEPARATE ACCOUNT A

STATEMENTS OF NET ASSETS
DECEMBER 31, 1998
- --------------------------------------------------------------------------------

($ and shares in thousands)

ASSETS
Investments in the AIM Variable Insurance Funds, Inc. Portfolios:
  Capital Appreciation, 171 shares (cost $3,829)                       $ 4,305
  Diversified Income, 161 shares (cost $1,824)                           1,765
  Global Utilities, 23 shares (cost $364)                                  395
  Government Securities, 320 shares (cost $3,576)                        3,573
  Growth, 169 shares (cost $3,615)                                       4,187
  Growth and Income, 278 shares (cost $5,421)                            6,604
  International Equity, 100 shares (cost $1,818)                         1,964
  Money Market, 968 shares (cost $968)                                     968
  Value, 272 shares (cost $6,060)                                        7,152
                                                                 --------------

           Total assets                                                 30,913

LIABILITIES
Payable to Allstate Life Insurance Company of New York:
  Accrued contract maintenance charges                                       8
                                                                 --------------

           Net assets                                                 $ 30,905
                                                                 ==============

See notes to financial statements.




                                       2
<PAGE>

<TABLE>
<CAPTION>

ALLSTATE LIFE OF NEW YORK SEPARATE ACCOUNT A


STATEMENTS OF OPERATIONS
- ----------------------------------------------------------------------------------------------------------------------------------
($ in thousands)

                                                                     AIM Variable Insurance Funds, Inc. Portfolios
                                           ---------------------------------------------------------------------------------------
                                                                         For the Year Ended December 31, 1998
                                           ---------------------------------------------------------------------------------------
                                           Capital   Diversi-   Globa      Govt.             Growth    Inter-
                                           Appreci-    fied     Utili-   Securi-               and     national  Money
                                            ation    Income      ties     ties     Growth     Income   Equity    Market     Value
                                           -------   ------    -------   -------   -------   -------   --------  -------   -------
<S>                                        <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>

INVESTMENT INCOME
Dividends                                  $   115   $   114   $     8   $    95   $   264   $    89   $    16   $    38   $   327
Charges from Allstate Life Insurance
  Company of New York:
  Mortality and expense risk                   (45)      (18)       (3)      (15)      (36)      (62)      (21)      (10)      (61)
  Administrative expense                        (4)       (1)       --        (1)       (3)       (5)       (2)       (1)       (4)
                                           -------   -------   -------   -------   -------   -------   -------   -------   -------
        Net investment income (loss)            66        95         5        79       225        22        (7)       27       262

REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
  Realized gains (losses) from sales of
   investments:
    Proceeds from sales                        574       233       124       551       243       395       227       352       342
    Cost of investments sold                   573       225       125       442       214       377       222       352       310
                                           -------   -------   -------   -------   -------   -------   -------   -------   -------
        Net realized gains (losses)              1         8        (1)      109        29        18         5        --        32

 Change in unrealized gains (losses)           458       (86)       24       (23)      542     1,076       166        --     1,022
                                           -------   -------   -------   -------   -------   -------   -------   -------   -------
        Net gains (losses) on investments      459       (78)       23        86       571     1,094       171        --     1,054
                                           -------   -------   -------   -------   -------   -------   -------   -------   -------
CHANGE IN NET ASSETS RESULTING
  FROM OPERATIONS                          $   525   $    17   $    28   $   165   $   796   $ 1,116   $   164   $    27   $ 1,316
                                           =======   =======   =======   =======   =======   =======   =======   =======   =======
<FN>

See notes to financial statements
</FN>

</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>

ALLSTATE LIFE OF NEW YORK SEPARATE ACCOUNT A


STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------------------------------------------------------

($ in thousands)

                                                                     AIM Variable Insurance Funds, Inc. Portfolios
                                         ---------------------------------------------------------------------------------------
                                                                         For the Year Ended December 31, 1998
                                         ---------------------------------------------------------------------------------------
                                         Capital   Diversi-   Globa      Govt.             Growth    Inter-
                                         Appreci-    fied     Utili-   Securi-               and     national  Money
                                          ation    Income      ties     ties     Growth     Income   Equity    Market     Value
                                         -------   ------    -------   -------   -------   -------   --------  -------   -------
<S>                                      <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>

FROM OPERATIONS
Net investment income (loss)             $    66   $    95   $     5   $    79   $   225   $    22   $    (7)  $    27   $   262
Net realized gains (losses)                    1         8        (1)      109        29        18         5        --        32
Change in unrealized gains (losses)          458       (86)       24       (23)      542     1,076       166        --     1,022
                                         -------   -------   -------   -------   -------   -------   -------    ------   -------
    Change in net assets resulting from
      operations                             525        17        28       165       796     1,116       164        27     1,316

FROM CAPITAL TRANSACTIONS
Deposits                                   2,056     1,223       357     2,725     2,076     3,227       716       510     3,273
Benefit payments                             (30)      (33)       (5)       --        (7)      (82)       (7)      (37)       (7)
Payments on termination                     (115)      (38)       (4)       (9)     (100)     (162)      (33)      (16)     (104)
Contract maintenance charges                  (2)       --        --        (1)       (1)       (2)       (1)       --        (3)
Transfers among the portfolios and with
  the Fixed Account - net                   (183)      (99)      (94)      268        31        76        42        32       236
                                         -------   -------   -------   -------   -------   -------   -------    ------   -------
    Change in net assets resulting from
      capital transactions                 1,726     1,053       254     2,983     1,999     3,057       717       489     3,395
                                         -------   -------   -------   -------   -------   -------   -------    ------   -------
INCREASE IN NET ASSETS                     2,251     1,070       282     3,148     2,795     4,173       881       516     4,711

NET ASSETS AT BEGINNING OF YEAR            2,053       695       113       424     1,391     2,429     1,082       452     2,439
                                         -------   -------   -------   -------   -------   -------   -------    ------   -------
NET ASSETS AT END OF YEAR                $ 4,304   $ 1,765   $   395   $ 3,572   $ 4,186   $ 6,602   $ 1,963   $   968   $ 7,150
                                         =======   =======   =======   =======   =======   =======   =======   =======   =======

<FN>

 See notes to financial statements.
</FN>

</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>

ALLSTATE LIFE OF NEW YORK SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS
- -------------------------------------------------------------------------------------------------------------------------------
($ and units in thousands, except value per unit)

                                                                   AIM Variable Insurance Funds, Inc. Portfolios
                                         --------------------------------------------------------------------------------------
                                                                       For the Year Ended December 31, 1997
                                         --------------------------------------------------------------------------------------
                                         Capital   Diversi-  Global     Govt.             Growth     Inter-
                                         Appreci-    fied    Utili-   Securi-               and     national  Money
                                          ation    Income     ties     ties     Growth    Income    Equity    Market    Value
                                         -------   ------    -------  -------   -------   -------   --------  -------   -------
<S>                                      <C>       <C>       <C>      <C>       <C>       <C>       <C>       <C>       <C>

FROM OPERATIONS
Net investment income (loss)             $    12   $    (3)  $    --    $  (3)  $    39   $   (10)  $    13   $    10   $    67
Net realized gains                             1        --        --       --         1         3         1        --         2
Change in unrealized gains (losses)           17        30         7       20        31       106       (22)       --        70
                                         -------   -------   -------  -------   -------   -------   -------   -------   -------

   Change in net assets resulting from
     operations                               30        27         7       17        71        99        (8)       10       139

FROM CAPITAL TRANSACTIONS
Deposits                                   1,832       570       106      406     1,279     2,277       988       694     2,294
Benefit payments                              --        --        --       --        --       (49)       --       (75)      (49)
Payments on termination                      (10)       (5)       --       --       (11)      (20)       (2)      (16)      (19)
Contract maintenance charges                  --        --        --       --        --        (1)       --        --        (1)
Transfers among the portfolios and with
   the Fixed Account - net                   113        53        --        1        25        60        39      (206)        9
                                         -------   -------   -------  -------   -------   -------   -------   -------   -------

   Change in net assets resulting from
     capital transactions                  1,935       618       106      407     1,293     2,267     1,025       397     2,234
                                         -------   -------   -------  -------   -------   -------   -------   -------   -------

INCREASE IN NET ASSETS                     1,965       645       113      424     1,364     2,366     1,017       407     2,373

NET ASSETS AT BEGINNING OF YEAR               88        50        --       --        27        63        65        45        66
                                         -------   -------   -------  -------   -------   -------   -------   -------   -------

NET ASSETS AT END OF YEAR                $ 2,053   $   695   $   113  $   424   $ 1,391   $ 2,429   $ 1,082   $   452   $ 2,439
                                         =======   =======   =======  =======   =======   =======   =======   =======   =======

Net asset value per unit at end of year  $ 12.74   $ 11.79   $ 13.52  $ 10.83   $ 14.34   $ 14.50   $ 12.60   $ 10.74   $ 13.52
                                         =======   =======   =======  =======   =======   =======   =======   =======   =======

 Units outstanding at end of year            161        59         8       39        97       168        86        42       180
                                         =======   =======   =======  =======   =======   =======   =======   =======   =======


<FN>

 See notes to financial statements.

</FN>
</TABLE>

                                       5
<PAGE>


ALLSTATE LIFE OF NEW YORK SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS
TWO YEARS ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------


1.   ORGANIZATION

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

     ALNY issues certain annuity  contracts,  the deposits of which are invested
     at the direction of the  contractholder  in the sub-accounts  ("portfolios"
     for  purposes of this report)  that  comprise the Account.  Contractholders
     bear  all  investment  risk  for  amounts  allocated  to the  Account.  The
     portfolios invest in the AIM Variable Insurance Funds, Inc. (the "Fund").

     ALNY provides insurance and administrative  services to the contractholders
     for a fee.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Valuation of  Investments -  Investments  consist of shares of the Fund and
     are stated at fair value  based on quoted  market  prices at  December  31,
     1998.

     Investment Income - Investment income consists of dividends declared by the
     Fund and is recognized on the date of record.

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

     Federal Income Taxes - The Account intends to qualify as a segregated asset
     account as defined in the Internal  Revenue  Code  ("Code").  As such,  the
     operations  of the Account are  included  with and taxed as a part of ALNY.
     ALNY is taxed as a life insurance company under the Code. No federal income
     taxes are payable by the  Account in 1998 as the  Account did not  generate
     taxable income.

3.   CONTRACT CHARGES

     ALNY assumes  mortality and expense risks related to the  operations of the
     Account and deducts charges daily at a rate equal to 1.35% per annum of the
     daily net assets of the Account.  ALNY  guarantees  that the amount of this
     charge will not increase over the life of the contract.

     ALNY deducts  administrative  expense charges daily at a rate equal to .10%
     per annum of the daily net assets of the Account.

     If  aggregate  deposits are less than  $50,000,  ALNY will deduct an annual
     maintenance fee of $35 on each contract anniversary.

4.   FINANCIAL INSTRUMENTS

     The investments of the Account are carried at fair value, based upon quoted
     market prices.  Accrued  contract  maintenance  charges are of a short-term
     nature. It is assumed that their carrying value approximates fair value.


                                       6
<PAGE>

<TABLE>
<CAPTION>

5. UNITS ISSUED AND REDEEMED

(Units in whole amounts)                                 Unit activity during 1998
                                                         -------------------------
                                        Units                                                 Units          Accumulation
                                     Outstanding                                            Outstanding       Unit Value
                                    December 31,         Units            Units           December 31,       December 31,
                                        1997            Issued           Redeemed              1998              1998
                                  ---------------   ---------------   ---------------    ---------------   ---------------
<S>                               <C>               <C>               <C>                <C>               <C>

Investments in the AIM Variable
  Insurance Funds, Inc. Portfolio:
Capital Appreciation Portfolio            161,013           184,864           (58,541)           287,336   $         14.98
Diversified Income Portfolio               58,958           110,754           (23,068)           146,644             12.03
Global Utilities Portfolio                  8,276            32,920           (15,778)            25,418             15.52
Government Securities Portfolio            39,009           329,878           (66,904)           301,983             11.83
Growth Portfolio                           97,039           150,194           (26,402)           220,831             18.95
Growth and Income Portfolio               167,625           228,614           (34,349)           361,890             18.24
International Equity Portfolio             85,934            69,780           (18,816)           136,898             14.34
Money Market Portfolio                     42,128            76,593           (31,711)            87,010             11.13
Value Fund Portfolio                      180,440           251,601           (26,795)           405,246             17.64


<FN>

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


                                       7


<PAGE>


                                     PART C
                                OTHER INFORMATION

24.  FINANCIAL STATEMENTS AND EXHIBITS

(a)  FINANCIAL STATEMENTS

Allstate Life Insurance  Company of New York Financial  Statements and Financial
Statement  Schedules and the  financial  statements of Allstate Life of New York
Separate Account A are contained in Part B of this Registration Statement.

(b)  EXHIBITS

(1)  Form of  Resolution  of the Board of Directors of Allstate  Life  Insurance
     Company of New York  authorizing  establishment of the Allstate Life of New
     York Separate Account A (Previously filed in Post-Effective Amendment No. 3
     to this Registration Statement (File No. 033-65381) dated April 30, 1999.)

(2)  Not Applicable

(3)  Form of Underwriting Agreement (Previously filed in Pre-Effective Amendment
     No. 1 to this  Registration  Statement (File No. 033-65381) dated September
     20, 1996.)

(4)(a) Form of Contract for the AIM Lifetime Plus Variable  Annuity  (Previously
     filed in Pre-Effective Amendment No. 1 to this Registration Statement (File
     No. 033-65381) dated September 20, 1996.)

   (b) Form of Contract for the AIM Lifetime Plus II Variable Annuity.

(5)(a) Form of Allstate  Life  Insurance  Company of New York  Flexible  Premium
     Deferred  Variable  Annuity  Contract  Application   (Previously  filed  in
     Pre-Effective  Amendment  No. 1 to this  Registration  Statement  (File No.
     033-65381) dated September 20, 1996.)

    (b) Form of Application for AIM Lifetime Plus II Variable Annuity.

(6)(a) Restated  Certificate of Incorporation of Allstate Life Insurance Company
     of New York (Previously filed in Depositor's Form 10-K dated March 30, 1999
     and incorporated herein by reference.)

   (b) Amended  By-laws of Allstate  Life  Insurance  Company of New York
       (Previously  filed in  Depositor's  Form 10-K dated March 30, 1999
       and incorporated herein by reference.)

(7)  Not applicable

(8)  Form  of  Participation   Agreement   (Previously  filed  in  Pre-Effective
     Amendment No. 1 to this  Registration  Statement (File No. 033-65381) dated
     September 20, 1996.)

(9)(a) Opinion and Consent of Michael J. Velotta, Vice President,  Secretary and
     General Counsel of Allstate Life Insurance  Company of New York (Previously
     filed in Pre-Effective Amendment No. 1 to this Registration Statement (File
     No. 033-65381) dated September 20, 1996.)

   (b) Opinion and Consent of Michael J. Velotta,  Vice President,  Secretary
      and General Counsel of Allstate Life Insurance Company of New York

 (10)(a) Independent Auditors' Consent

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

(11) Not Applicable

(12) Not Applicable

(13)(a) Schedule of Computation of Performance  Quotation  (Previously  filed in
     Post-Effective  Amendment No. 2 to this  Registration  Statement  (File No.
     033-65381) dated April 1, 1998.)

    (b) Schedule of Computation of Performance Quotation (AIM Lifetime Plus II
     Variable Annuity).

(14) Not Applicable

(99)(a) Power of Attorney for Kevin R. Slawin (Previously filed in Pre-Effective
     Amendment No. 1 to this  Registration  Statement (File No. 033-65381) dated
     September 20, 1996.)

    (b) Power of Attorney for Louis G. Lower,  II, Thomas J. Wilson,  Michael J.
     Velotta,  Timothy H. Plohg,  Marcia D. Alazraki,  Cleveland  Johnson,  Jr.,
     Gerard F. McDermott,  Joseph P. McFadden,  John R. Raben, Jr., and Sally A.
     Slacke  (Previously  filed  in  Post-Effective  Amendment  No.  3  to  this
     Registration Statement (File No. 033-65381) dated April 30, 1999.)

    (c) Power of Attorney for Samuel H. Pilch and Joseph J. Richardson, Jr.,
     filed herewith.

<PAGE>

25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR
<TABLE>
<CAPTION>

NAME AND PRINCIPAL                  POSITION AND OFFICE WITH
BUSINESS ADDRESS                    DEPOSITOR OF THE ACCOUNT

<S>                                 <C>
Louis G. Lower, II                  Director and Chairman of the Board of Directors
Thomas J. Wilson, II                Director and President
Michael J. Velotta                  Director, Vice President, Secretary and General Counsel
Marcia D. Alazraki                  Director
Marla G. Friedman                   Director and Vice President
Vincent A. Fusco                    Director
Cleveland Johnson, Jr.              Director
Gerard F. McDermott                 Director
Kenneth R. O'Brien                  Director
Timothy H. Plohg                    Director and  Vice President
John R. Raben, Jr.                  Director
Joseph J. Richardson, Jr.           Director and Chief Operations Officer
Sally A. Slacke                     Director
Kevin R. Slawin                     Director and Vice President
Patricia W. Wilson                  Director and Assistant Vice President
Karen C. Gardner                    Vice President
Samuel H. Pilch                     Controller
Casey J. Sylla                      Chief Investment Officer
James P. Zils                       Treasurer
Sharmaine M. Miller                 Chief Administrative Officer
Richard L. Baker                    Assistant Vice President
D. Steven Boger                     Assistant Vice President
Adrian B. Corbiere                  Assistant Vice President
Dorothy E. Even                     Assistant Vice President
John M. Goense                      Assistant Vice President
Judith P. Greffin                   Assistant Vice President
Keith A. Hauschildt                 Assistant Vice President
Ronald Johnson                      Assistant Vice President
Charles D. Mires                    Assistant Vice President
Barry S. Paul                       Assistant Vice President
Robert N. Roeters                   Assistant Vice President
C. Nelson Strom                     Assistant Vice President and Corporate Actuary
Timothy N. Vander Pas               Assistant Vice President
David A. Walsh                      Assistant Vice President
Emma M. Kalaidjian                  Assistant Secretary
Paul N. Kierig                      Assistant Secretary
Mary J. McGinn                      Assistant Secretary
Ralph A. Bergholtz                  Assistant Treasurer
Mark A. Bishop                      Assistant Treasurer
Robert B. Bodett                    Assistant Treasurer
Barbara S. Brown                    Assistant Treasurer
Nancy M. Bufalino                   Assistant Treasurer
Peter S. Horos                      Assistant Treasurer
Thomas C. Jensen                    Assistant Treasurer
Kathleen A. Knudson                 Assistant Treasurer
David L. Kocourek                   Assistant Treasurer
Daniel C. Leimbach                  Assistant Treasurer
Beth K. Marder                      Assistant Treasurer
Ronald A. Mendel                    Assistant Treasurer
Stephen J. Stone                    Assistant Treasurer
R. Steven Taylor                    Assistant Treasurer
Louise J. Walton                    Assistant Treasurer
Jerry D. Zinkula                    Assistant Treasurer
</TABLE>

The principal business address of Mr. McDermott is P.O. Box 9095,  Farmingville,
New York 11738. The principal  business address of the other foregoing  officers
and directors is 3100 Sanders Road, Northbrook, Illinois 60062.
<PAGE>


26.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH DEPOSITOR OR REGISTRANT

Incorporated  herein by  reference to Annual  Report on Form 10-K,  filed by the
Allstate Corporation on March 26, 1999 (File No. 1-11840).


27.  NUMBER OF CONTRACT OWNERS

AIM Lifetime Plus:

As of October 15, 1999, there were 781 nonqualified  contracts and 376 qualified
contracts.

AIM Lifetime Plus II Variable Annuity:

As of the date of the filing of this Registration Statement, the offering of the
AIM Lifetime Plus II Variable Annuity Contract had not commenced.


28.  INDEMNIFICATION

The by-laws of both Allstate Life Insurance  Company of New York (Depositor) and
Allstate  Life  Financial  Services,   Inc.   (Distributor),   provide  for  the
indemnification  of its Directors,  Officers and  Controlling  Persons,  against
expenses,  judgments,  fines and amounts paid in  settlement as incurred by such
person,  if such person  acted  properly.  No  indemnification  shall be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable for negligence or misconduct in the  performance of a duty
to the  company,  unless a court  determines  such  person is  entitled  to such
indemnity.

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


PRINCIPAL UNDERWRITERS

(a)  Registrant's  principal  underwriter is also the principal underwriter with
     respect to the following investment companies:

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

<PAGE>

(b) The directors and officers of the principal underwriter are:
<TABLE>
<CAPTION>

Name and Principal Business                 Positions and Offices
Address* of Each Such Person                with Underwriter
- ----------------------------                ----------------------
<S>                                         <C>
Louis G. Lower, II                          Director
Thomas J. Wilson, II                        Director
Kevin R. Slawin                             Director
Michael J. Velotta                          Director and Secretary
John R. Hunter                              President and Chief Executive Officer
Janet M. Albers                             Vice President and Controller
Brent H. Hamann                             Vice President
Andrea J. Schur                             Vice President
Terry R. Young                              General Counsel and Assistant Secretary
James P. Zils                               Treasurer
Lisa A. Burnell                             Assistant Vice President and Compliance Officer
Robert N. Roeters                           Assistant Vice President
Emma M. Kalaidjian                          Assistant Secretary
Gregory C. Sernett                          Assistant Secretary
Nancy M. Bufalino                           Assistant Treasurer
</TABLE>

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


(c) Compensation of Allstate Life Financial Services, Inc.

None


30.  LOCATION OF ACCOUNTS AND RECORDS

The Depositor,  Allstate Life  Insurance  Company of New York, is located at One
Allstate Drive, P.O. Box 9095, Farmingville, New York 11738.

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

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


31.  MANAGEMENT SERVICES

None

32.  UNDERTAKINGS

The Registrant undertakes to file a post-effective amendment to the Registration
Statement as  frequently  as is  necessary to ensure that the audited  financial
statements in the  Registration  Statement are never more than 16 months old for
so long as  payments  under the  variable  annuity  contracts  may be  accepted.
Registrant  furthermore  agrees to include either,  as part of any prospectus or
application to purchase a contract offered by the prospectus, a toll-free number
that an applicant can call to request a Statement of Additional Information or a
post card or similar written communication that the applicant can remove to send
for a Statement of Additional  Information.  Finally,  the Registrant  agrees to
deliver any Statement of  Additional  Information  and any Financial  Statements
required to be made available  under this Form N-4 promptly upon written or oral
request.

REPRESENTATIONS PURSUANT TO SECTION 403(B) OF THE INTERNAL
REVENUE CODE

Allstate Life Insurance Company of New York represents that it is relying upon a
November 28, 1988 Securities and Exchange Commission  no-action letter issued to
the American Council of Life Insurance and that the provisions of paragraphs 1-4
of the no-action letter have been complied with.

REPRESENTATION REGARDING CONTRACT EXPENSES

Allstate Life Insurance Company of New York represents that the fees and charges
deducted under the Flexible Premium Deferred  Variable Annuity  Contracts hereby
registered by this Registration Statement,  in the aggregate,  are reasonable in
relation to the services rendered, the expenses expected to be incurred, and the
risks assumed by Allstate Life Insurance Company of New York.




<PAGE>




                                   SIGNATURES

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, the Registrant,  Allstate Life of New York Separate  Account A, has caused
this Amendment to the  Registration  Statement to be signed on its behalf by the
undersigned,  thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the Township of Northfield,  State of Illinois, on the 12th day
of November, 1999.

                  ALLSTATE LIFE OF NEW YORK SEPARATE ACCOUNT A
                                  (REGISTRANT)

                     BY: ALLSTATE LIFE INSURANCE COMPANY OF
                                    NEW YORK
                                   (DEPOSITOR)

(SEAL)

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


As required by the Securities Act of 1933, this amended  Registration  Statement
has been duly signed below by the  following  Directors and Officers of Allstate
Life Insurance Company of New York on the 12th day of November, 1999.


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

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

**/JOSEPH J. RICHARDSON, JR.        Director and Chief Operations Officer
- ----------------------------
   Joseph J. Richardson, Jr.

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

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

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

*/TIMOTHY H. PLOHG                  Vice President and Director
- ------------------
   Timothy H. Plohg

*/MARCIA D. ALAZRAKI                Director
- --------------------
   Marcia D. Alazraki

*/CLEVELAND JOHNSON, JR.            Director
- ------------------------
   Cleveland Johnson, Jr.

*/GERARD F. MCDERMOTT               Director
- ------------------------
   Gerard F. McDermott


<PAGE>





*/JOHN R. RABEN, JR.               Director
- ---------------------
   John R. Raben, Jr.

*/SALLY A. SLACKE                  Director
- ---------------------
   Sally A. Slacke


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


<PAGE>





                                  EXHIBIT INDEX

Exhibit                   Description

Exhibit 4(b)        Form of Contract

Exhibit 5(b)        Form of Application for a Contract

Exhibit 9(b)        Opinion and Consent of General Counsel

Exhibit 10(a)       Independent Auditor's Consent

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

Exhibit 13(b)       Performance Data Calculations

Exhibit 99(c)       Power of Attorney for Samuel H. Pilch and
                    Joseph J. Richardson, Jr.





                                                              Exhibit (4)(b)

NYLU410
Allstate Life Insurance
Company of New York
A Stock Company

Home Office:  One Allstate Drive, Farmingville, New York  11738

Flexible Premium Deferred Variable Annuity


This Certificate is issued to customers of insurance  agencies or broker/dealers
that sell A I M mutual  funds  according  to the terms of Master  Policy  number
64900044  issued  by  Allstate  Life  Insurance  Company  of New  York  to A I M
Management  Group,  Inc.  A I M  Management  Group,  Inc.  is called  the Master
Policyholder. This Certificate is governed by New York law.

Throughout this Certificate, "you" and "your" refer to the Certificate owner(s).
"We", "us" and "our" refer to Allstate Life Insurance Company of New York.

Certificate Summary
This flexible  premium  deferred  variable  annuity  provides a cash  withdrawal
benefit and a death benefit during the  Accumulation  Phase and periodic  income
payments beginning on the Payout Start Date during the Payout Phase.

The  dollar  amount  of  income  payments  or  other  values  provided  by  this
Certificate,  when based on the investment  experience of the Variable  Account,
will vary to reflect the  performance  of the  Variable  Account.  The  smallest
annual rate of net investment  return on the Variable Account assets required to
keep Variable  Account income  payments from  decreasing is 4.10%. An annualized
Certificate  Maintenance  Charge of $35 and 1.10% per year (assessed daily) will
be  deducted  in equal  parts  from the  Variable  Account.  For  amounts in the
Guaranteed Maturity Fixed Account,  the withdrawal  benefit,  transfers to other
sub-accounts  and any periodic  income payments may be subject to a Market Value
Adjustment  which may result in an upward or downward  adjustment  of the amount
distributed. Withdrawals will not be subject to a Market Value Adjustment during
the 30 day period following the end of a guarantee  period.  Death benefits will
not be subject to a negative  Market  Value  Adjustment.  This  Certificate  and
Master Policy do not pay  dividends.  The tax status of this  Certificate  as it
applies to the owner should be reviewed each year.  PLEASE READ YOUR CERTIFICATE
CAREFULLY.  This is a legal contract between the Certificate  owner and Allstate
Life Insurance  Company of New York.  Return  Privilege If you are not satisfied
with  this  Certificate  for any  reason,  you may  return it to us or our agent
within 10 days  after you  receive  it. We will  refund  any  purchase  payments
allocated to the Variable Account,  adjusted to reflect  investment gain or loss
from  the date of  allocation  to the date of  cancellation,  plus any  purchase
payments  allocated  to the  Fixed  Account  options.  If  this  Certificate  is
qualified  under  Section 408 of the Internal  Revenue  Code, we will refund the
greater of any purchase payments or the Certificate Value.

If you have any questions about your Allstate Life Insurance Company of New York
variable annuity, please contact us at (800) 692-4682.



         Secretary                       Chief Executive Officer


<PAGE>



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

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

THE PERSONS INVOLVED.........................................................4

ACCUMULATION PHASE...........................................................5

PAYOUT PHASE................................................................10

INCOME PAYMENT TABLES.......................................................12

GENERAL PROVISIONS..........................................................16




<PAGE>







DPN410
- ------------------------------------------------------------------------------
ANNUITY DATA
- ------------------------------------------------------------------------------

CERTIFICATE NUMBER:.............................................444444444

ISSUE DATE:..............................................January 15, 1998

INITIAL PURCHASE PAYMENT:......................................$10,000.00
                                                                      IRA

INITIAL ALLOCATION OF PURCHASE PAYMENT:

                                    ALLOCATED
                                   AMOUNT (%)

VARIABLE SUB-ACCOUNTS
        Sub-account A                    10%
        Sub-account B                    10%
        Sub-account C                    10%
        Sub-account D                    10%

                                                                     RATE
                                     ALLOCATED    GUARANTEED       GUARANTEED
                                     AMOUNT (%)   INTEREST RATE    THROUGH

GUARANTEED MATURITY FIXED ACCOUNT

3 Year Guarantee Period               10%             6.40%     01/15/2001
5 Year Guarantee Period               10%             7.00%     01/15/2003
7 Year Guarantee Period               10%             7.20%     01/15/2005
10 Year Guarantee Period              10%             7.35%     01/15/2008

DOLLAR COST AVERAGING FIXED ACCOUNT
1 Year Guarantee Period               10%             5.00%     01/15/1999

MINIMUM GUARANTEED RATE
        Dollar Cost Averaging Fixed Account:.....................3.00%

PAYOUT START DATE:....................................January 15, 2053

OWNER:........................................................John Doe
 ..............................................................Jane Doe

ANNUITANT:....................................................John Doe
        AGE AT ISSUE:...............................................35
        SEX:......................................................Male


BENEFICIARY                   RELATIONSHIP TO OWNER      PERCENTAGE
- -----------                   ---------------------      ----------
Jane Doe                              Wife                   100%

CONTINGENT BENEFICIARY        RELATIONSHIP TO OWNER      PERCENTAGE
- ----------------------        ---------------------      ----------
Susan Doe                            Daughter                100%


<PAGE>




NYLU410

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

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


This  certificate  uses a number of important terms that you may not be familiar
with or have special meaning. The index below identifies the page that describes
each term. Each term is bolded and underlined on the page indicated.



<PAGE>



Term                                                        Page

Accumulation Phase                                            5
Accumulation Unit                                             7
Accumulation Unit Value                                       7
Administrative Expense Charge                                 8
Annual Statement                                             16
Annuitant                                                     4
Annuity Transfers                                            14
Annuity Unit Value                                           13
Beneficiary                                                   4
Certificate Maintenance Charge                                8
Certificate Value                                             7
Certificate Year                                              5
Charges                                                       8
Crediting Interest                                            6
Death Benefit                                                12
Death of Owner or Annuitant                                  11
Deferment of Payments                                        17
Dollar Cost Averaging Fixed Account                           6
Fixed Account Options                                         6
Fixed Amount Income Payments                                 13
Guaranteed Maturity Fixed Account                             6
Income Payments                                              13
Income Plans                                                 13
Incontestability                                             16

<PAGE>

Term                                                        Page
Investment Alternatives                                       5
Market Value Adjustment                                       9
Master Policy Amendment or Termination                       16
Misstatement of Age or Sex                                   16
Mortality and Expense Risk Charge                             8
Natural Person                                                5
Net Investment Factor                                         8
New Owner                                                     4
Owner                                                         4
Payout Phase                                                 12
Payout Start Date                                            12
Payout Terms and Conditions                                  14
Preferred Withdrawal Amount                                   9
Purchase Payments                                             5
Settlements                                                  16
Settlement Value                                             11
Taxes                                                         8
Transfers                                                     7
Valuation Period & Valuation Date                             7
Variable Account                                              5
Variable Account Modifications                               17
Variable Amount Income Payments                              13
Variable Sub-accounts                                         5
Withdrawal Charge                                             9
Withdrawal                                                    8


<PAGE>







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

THE PERSONS INVOLVED
- ------------------------------------------------------------------------------

Owner  The  person  named  at the  time  of  application  is the  owner  of this
Certificate unless subsequently changed. As owner, you will receive any periodic
income payments, unless you have directed us to pay them to someone else.

You may exercise all rights stated in this Certificate, subject to the rights of
any irrevocable beneficiary.

You may change the owner or  beneficiary  at any time. If the owner is a natural
person,  you may change the  annuitant  prior to the Payout Start Date.  Once we
have  received a  satisfactory  written  request  for an owner,  beneficiary  or
annuitant  change,  the change will take effect as of the date you signed it. We
are not liable for any payment we make or other action we take before  receiving
any written request for a change from you.

You may not assign an interest in this Certificate as collateral or security for
a loan. However,  you may assign periodic income payments under this Certificate
prior to the Payout  Start  Date.  We are bound by an  assignment  only if it is
signed  by the  assignor  and  received  by us. We are not  responsible  for the
validity of an assignment.

If the sole surviving owner dies prior to the Payout Start Date, the beneficiary
becomes the new owner.  If the sole surviving  owner dies after the Payout Start
Date,  the  beneficiary  becomes the new owner and will  receive any  subsequent
guaranteed income payments.

If more than one person is designated as owner:

|X|  owner as used in this  Certificate  refers to all  people  named as owners,
     unless otherwise indicated;

|X|  any request to exercise ownership rights must be signed by all owners; and

|X|  on the death of any person who is an owner,  the surviving  person(s) named
     as owner will continue as the new owner (see New Owner.).


New Owner The New Owner is the Owner determined  immediately  after death of the
Owner. The New Owner is:

|X|      the surviving Owner
|X|      if no surviving Owner,  the beneficiary(ies) of a single Owner; or
|X|      the beneficiary(ies) of a sole surviving Owner


Annuitant The annuitant is the person named on the Annuity Data Page, but may be
changed  by the  owner,  as  described  above.  The  annuitant  must be a living
individual.  If the  annuitant  dies prior to the  Payout  Start  Date,  the new
annuitant will be:

|X|      the youngest owner; otherwise,

|X|      the youngest beneficiary.


Beneficiary The beneficiary is the person(s) named on the Annuity Data Page, but
may be  changed  by the  owner,  as  described  above.  We  will  determine  the
beneficiary  from the most recent written  request we have received from you. If
you do not name a beneficiary or if the  beneficiary  named is no longer living,
the beneficiary will be:

|X|      your spouse if living; otherwise

|X|      your children equally if living; otherwise



<PAGE>



|X|      your estate.

The  beneficiary may become the owner under the  circumstances  described in the
Owner and New Owner provision above.

The beneficiary may assign benefits under the  Certificate,  as described above,
once they are payable to the beneficiary.  We are bound by an assignment only if
it is signed by the assignor and received by us. We are not  responsible for the
validity of an assignment.


Natural  Person  As used in this  Certificate,  natural  person  means a  living
individual or trust entity that is treated as an individual  for Federal  Income
Tax purposes under the Internal Revenue Code.


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

ACCUMULATION PHASE
- ------------------------------------------------------------------------------

Accumulation  Phase Defined The "Accumulation  Phase" is the first of two phases
during your Certificate.  The Accumulation Phase begins on the issue date of the
Certificate  stated on the Annuity Data Page. This phase will continue until the
Payout Start Date unless the Certificate is terminated before that date.


Certificate  Year  "Certificate  Year" is the one year period  beginning  on the
issue date of the Certificate and on each anniversary of the issue date.


Purchase Payments The initial payment is shown on the Annuity Data Page. You may
make subsequent  Purchase Payments during the Accumulation  Phase. The number of
purchase payments is unlimited.  The minimum subsequent  Purchase Payment amount
is $500. The maximum purchase Payment is $1,000,000  without prior approval.  We
reserve the right to reduce the minimum Purchase  Payment amount.  Any limits to
Purchase  Payments  will be  applied  to all  Owners  and will be  applied  in a
non-discriminatory manner.

We will invest the purchase payments in the Investment  Alternatives you select.
You may allocate any portion of your purchase  payment in whole percents from 0%
to 100% or in exact dollar  amounts to any of the Investment  Alternatives.  The
total allocation must equal 100%.

The  allocation  of the initial  purchase  payment is shown on the Annuity  Data
Page.  Allocation of each  subsequent  purchase  payment will be the same as the
allocation  for  the  most  recent  purchase   payment  unless  you  change  the
allocation. You may change the allocation of subsequent purchase payments at any
time,  without charge,  simply by giving us written  notice.  Any change will be
effective at the time we receive the notice.


Investment  Alternatives The "Investment  Alternatives"  are the Sub-accounts of
the Variable Account, the Sub-accounts of the Guaranteed Maturity Fixed Account,
and the Dollar Cost Averaging Fixed Account shown on the application. We reserve
the right to limit the  availability of the Investment  Alternatives.  Any limit
will be  applied  to all  Owners  and will be  applied  in a  non-discriminatory
manner.


Variable  Account The "Variable  Account" for this  Certificate  is the Allstate
Life of New York  Separate  Account A. This  account  is a  separate  investment
account to which we allocate  assets  contributed  under this and certain  other
certificates. These assets will not be charged with liabilities arising from any
other business we may have.


Variable  Sub-accounts The Variable Account is divided into  Sub-accounts.  Each
Sub-account  invests  solely in the shares of the mutual  fund  underlying  that
Sub-account.



<PAGE>




Fixed Account  Options The Fixed Account  options are the Dollar Cost  Averaging
Fixed Account and the Sub-accounts of the Guaranteed Maturity Fixed Account. The
Fixed Account Options are assets of the General Account.

Dollar Cost Averaging  Fixed Account.  Money in the Dollar Cost Averaging  Fixed
Account  will earn  interest  for one year at the current  rate in effect at the
time of allocation to the Dollar Cost  Averaging  Fixed  Account.  Each Purchase
Payment and associated  interest in the Dollar Cost Averaging Fixed Account will
be transferred  automatically to other Investment  Alternatives in equal monthly
installments  after  the  Owner  selects  the  transfer  dollar  amount  and the
Investment Alternatives. The number of monthly installments must be no more than
12. At the end of 12 months from the date of a purchase  payment  allocation  to
the Dollar Cost Averaging Fixed Account,  any remaining  portion of the purchase
payment  and  interest  in the  Dollar  Cost  Averaging  Fixed  Account  will be
allocated to other Investment Alternatives as defined by the current Dollar Cost
Averaging Fixed Account allocation. No amount may be transferred into the Dollar
Cost Averaging Fixed Account.


Guaranteed  Maturity  Fixed  Account The  Guaranteed  Maturity  Fixed Account is
divided into  Sub-accounts.  A Sub-account is identified by the Guarantee Period
and the date the Guarantee Period begins. You create a Sub-account when:

|X|  you make a purchase payment; or

|X|  you select a new Guarantee Period after the prior Guarantee Period expires;
     or

|X|  you  transfer  an  amount  from an  existing  Sub-account  of the  Variable
     Account, from another Sub-account of the Guaranteed Maturity Fixed Account,
     or from the Dollar Cost Averaging Fixed Account.

A Sub-account continues until the end of the Guarantee Period.

You must select the  Guarantee  Period for all purchase  payments and  transfers
allocated to a Sub-account of the Guaranteed  Maturity Fixed Account.  If you do
not select a Guarantee Period for a purchase payment or transfer, we will assign
the shortest  Guarantee  Period available under the Certificate for such payment
or transfer.  Guarantee Periods are offered at our discretion and may range from
one to ten years.  We may  change the  Guarantee  Periods  available  for future
purchase  payments or  transfers  allocated  to the  Guaranteed  Maturity  Fixed
Account.

We will  mail you a notice  at least 15 but not more  than 45 days  prior to the
expiration of the  Guarantee  Period of each  Sub-account  outlining the options
available at the end of the Guarantee  Period.  During the 30 day period after a
Guarantee Period expires you may:

|X|  take no action and we will  automatically  apply the Sub-account value to a
     Guarantee  Period of the shortest  duration  available to be established on
     the day the previous Guarantee Period expired; or

|X|  notify us to apply the Sub-account value to a new Guarantee Period(s) to be
     established on the day the previous Guarantee Period expired; or

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

|X|  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; however, a Withdrawal Charge and taxes may apply. In this case,
     the amount  withdrawn  will be deemed to have been withdrawn on the day the
     Guarantee Period expired.




<PAGE>



Crediting  Interest We credit  interest  daily to money  allocated  to the Fixed
Account  options at a rate which compounds over one year to the interest rate we
guaranteed when the money was allocated.  We will credit interest to the initial
purchase  payment  from the issue date.  We will credit  interest to  subsequent
purchase  payments  from the date we receive  them at a rate  declared by us. We
will  credit  interest to  transfers  from the date the  transfer  is made.  The
interest rate for the Fixed Account  Options will never be less than the minimum
guaranteed rate shown on the Annuity Data Page.


Transfers  Prior to the Payout  Start Date,  you may  transfer  amounts  between
Investment Alternatives.  You may make 12 transfers per Certificate Year without
charge.  Each transfer  after the 12th transfer in any  Certificate  Year may be
assessed  a  $10  transfer   fee.   Transfers   are  subject  to  the  following
restrictions.

|X|  Any transfer from a Sub-account  of the  Guaranteed  Maturity Fixed Account
     will be subject to a Market Value Adjustment unless:

     |X|  the transfer occurs during the 30 day period after a Guarantee  Period
          expires; or

     |X|  the transfer is made as part of a Dollar Cost Averaging program.

|X|  At the end of 12 months from the date of a purchase  payment  allocation to
     the Dollar Cost  Averaging  Fixed  Account,  any  remaining  portion of the
     purchase  payment and interest in the Dollar Cost  Averaging  Fixed Account
     will be  allocated  to other  investment  alternatives  as  defined  by the
     current Dollar Cost Averaging Fixed Account allocation.

|X|  No amount may be transferred into the Dollar Cost Averaging Fixed Account.

We reserve the right to waive the transfer  fees and  restrictions  contained in
this Certificate.  Any waiver of fees and/or restrictions will be applied to all
Certificate holders and applied in a non-discriminatory manner.


Certificate Value On the issue date of the Certificate,  the "Certificate Value"
is equal to the initial purchase payment. After the issue date, the "Certificate
Value" is equal to the sum of:

|X|  the  number  of  Accumulation  Units  you hold in each  Sub-account  of the
     Variable  Account  multiplied  by the  Accumulation  Unit  Value  for  that
     Sub-account on the most recent Valuation Date; plus

|X|  the total value you have in the Dollar Cost Averaging Fixed Account; plus

|X|  the sum of Sub-account values in the Guaranteed Maturity Fixed Account.

If you withdraw the entire  Certificate Value, you may receive an amount greater
or less  than the  Certificate  Value  because  a  Market  Value  Adjustment,  a
Withdrawal Charge, income tax withholding, and a premium tax charge may apply.


Valuation  Period and Valuation  Date A "Valuation  Period" is the time interval
between the  closing of the New York Stock  Exchange  on  consecutive  Valuation
Dates.  A "Valuation  Date" is any date the New York Stock  Exchange is open for
trading.


Accumulation  Units and Accumulation  Unit Value Amounts which you allocate to a
Sub-account of the Variable Account are used to purchase  Accumulation  Units in
that Sub-account. The Accumulation Unit Value for each Sub-account at the end of
any Valuation Period is calculated by multiplying the Accumulation Unit Value at
the end of the immediately  preceding  Valuation Period by the Sub-account's Net
Investment Factor for the Valuation Period.  The Accumulation Unit Values may go
up or down. Additions or transfers to a Sub-account of the Variable Account will
increase the number of Accumulation  Units for that Sub-account.  Withdrawals or
transfers from a Sub-account of the Variable Account will decrease the number of
Accumulation Units for that Sub-account.



<PAGE>



Net Investment  Factor For each  Sub-account of the Variable  Account,  the "Net
Investment  Factor"  for a  Valuation  Period is (A)  divided by (B),  minus (C)
where:

(A)  is the sum of:

     (1)  the net asset  value  per  share of the  mutual  fund  underlying  the
          Sub-account  determined  at the end of the current  Valuation  Period,
          plus

     (2)  the per share  amount of any  dividend or capital  gain  distributions
          made by the mutual fund underlying the Sub-account  during the current
          Valuation Period.

(B)  is the net  asset  value  per  share  of the  mutual  fund  underlying  the
     Sub-account determined as of the end of the immediately preceding Valuation
     Period.

(C)  is  the  sum  of the  annualized  Administrative  Expense  Charge  and  the
     annualized  Mortality and Expense Risk Charge divided by the number of days
     in the current  calendar year and then multiplied by the number of calendar
     days in the current Valuation Period.


Charges The charges for this Certificate include Administrative Expense Charges,
Mortality and Expense Risk Charges,  Certificate  Maintenance Charges,  transfer
charges, and taxes. If a withdrawal is made, the Certificate may also be subject
to a Withdrawal Charge and a Market Value Adjustment.


Administrative Expense Charge The annualized  Administrative Expense Charge will
never be greater than 0.10%. (See Net Investment Factor for a description of how
this charge is applied.)


Mortality  and Expense  Risk Charge The  annualized  Mortality  and Expense Risk
Charge  will never be  greater  than  1.00%.  (See Net  Investment  Factor for a
description of how this charge is applied.)

Our actual mortality and expense experience will not adversely affect the dollar
amount of variable benefits or other  contractual  payments or values under this
Certificate.


Certificate  Maintenance  Charge Prior to the Payout  Start Date, a  Certificate
Maintenance  Charge  will  be  deducted  from  your  Certificate  Value  on each
Certificate  anniversary.  The charge is only deducted from the  Sub-accounts of
the Variable Account.  The charge will be deducted on a pro-rata basis from each
Sub-account of the Variable  Account in the  proportion  that your value in each
bears to your total value in all  Sub-accounts of the Variable  Account.  A full
Certificate Maintenance Charge will be deducted if the Certificate is terminated
on any date other than a Certificate  anniversary.  The  annualized  charge will
never be greater than $35 per  Certificate  Year.  The  Certificate  Maintenance
Charge will be waived if total  purchase  payments are $50,000 or more or if all
money is allocated to the Fixed Account options on the Certificate anniversary.

After the Payout Start Date the Certificate  Maintenance Charge will be deducted
in equal parts from each income payment. The Certificate Maintenance Charge will
be waived if the  Certificate  Value on the Payout Start Date is $50,000 or more
or if all payments are Fixed Amount Income Payments.


Taxes Any premium tax or income tax withholding relating to this Certificate may
be deducted  from  purchase  payments or the  Certificate  Value when the tax is
incurred or at a later time.


Withdrawal You have the right to withdraw part or all of your Certificate  Value
at any time during the Accumulation Phase. A withdrawal must be at least $50. If
you withdraw the entire Certificate Value, the Certificate will terminate.



<PAGE>



You must  specify the  Investment  Alternative(s)  from which you wish to make a
withdrawal.  When you make a withdrawal,  your Certificate Value will be reduced
by the amount paid to you and any  applicable  Withdrawal  Charge,  Market Value
Adjustment, and taxes. A Certificate Maintenance Charge will also be deducted if
the  Certificate  is  terminated.  Any  Withdrawal  Charge  will  be  waived  on
withdrawals  taken to satisfy IRS  minimum  distribution  rules.  This waiver is
permitted only for withdrawals which satisfy  distributions  resulting from this
Certificate.


Preferred  Withdrawal  Amount Each  Certificate  Year the  Preferred  Withdrawal
Amount  is equal to 15% of the  Certificate  Value as of the  beginning  of that
Certificate   Year.  Each  Certificate  Year  you  may  withdraw  the  Preferred
Withdrawal Amount without any Withdrawal Charge or Market Value Adjustment.  The
Preferred  Withdrawal  Amount is allocated  beginning with the longest guarantee
period of the  applicable  Guaranteed  Maturity  Fixed  Account.  Any  Preferred
Withdrawal  Amount  which is not  withdrawn in a year may not be carried over to
increase the Preferred Withdrawal Amount available in a subsequent year.


Withdrawal Charge Withdrawals in excess of the Preferred  Withdrawal Amount will
be subject to a Withdrawal Charge as follows:

Payment Year:      1       2       3      4      5      6      7    8 and Later

Percentage:        7%      6%      5%     4%     3%     2%     1%   0%


For each  purchase  payment  withdrawal,  the  "Payment  Year"  in the  table is
measured from the date we received the purchase payment.

To  determine  the  Withdrawal  Charge,  we assume that  purchase  payments  are
withdrawn first,  beginning with the oldest payment.  When all purchase payments
have been withdrawn,  additional  withdrawals  will not be assessed a Withdrawal
Charge.

The Withdrawal Charge is determined by multiplying the percentage  corresponding
to the Payment Year times that part of each purchase payment  withdrawal that is
in  excess  of the  Preferred  Withdrawal  Amount,  adjusted  by a Market  Value
Adjustment.

Any Withdrawal Charge will be waived on withdrawals taken to satisfy IRS minimum
distribution  rules. This waiver is permitted only for withdrawals which satisfy
distributions resulting from this Certificate.


Market Value Adjustment  Activities in a Sub-account of the Guaranteed  Maturity
Fixed Account that may be subject to a Market Value  Adjustment are  withdrawals
in excess of the Preferred Withdrawal Amount,  transfers, and amounts applied to
an income plan. An activity will be subject to a Market Value Adjustment unless:

|X|  it occurs during the 30 day period after a Guarantee Period expires; or

|X|  it is a transfer that is part of a Dollar Cost Averaging program.

A Market Value  Adjustment  is an increase or decrease in the amount  reflecting
changes in the level of interest rates since the Sub-account was established. As
used in this  provision,  "Treasury Rate" means the U. S. Treasury Note Constant
Maturity yield as reported in Federal Reserve  Bulletin Release H.15. The Market
Value Adjustment is based on the following:

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



<PAGE>



         J        = the  Treasury  Rate for a  maturity  of N years for the week
                  preceding  the  receipt of the  withdrawal  request,  transfer
                  request,  death benefit request, or Income Payment request. If
                  a Note with a maturity of N years is not available, a weighted
                  average will be used.  If N is one year or less, J will be the
                  1-year Treasury Rate. In the event that the U.S. Treasury Note
                  Constant  Maturity  weekly  yield is no  longer  available,  a
                  suitable replacement index, subject to the approval of the New
                  York Insurance Department, will be used.

         N        = the  number  of whole  and  partial  years  from the date we
                  receive the withdrawal, transfer, or death benefit request, or
                  from the Payout  Start Date,  to the end of the  Sub-account's
                  Guarantee Period;


An adjustment factor is determined from the following formula:

                                .9 x (I - J) x N

The  amount  subject  to a  Market  Value  Adjustment  that is  deducted  from a
Sub-account  of the  Guaranteed  Maturity  Fixed  Account is  multiplied  by the
adjustment factor to determine the amount of the Market Value Adjustment.

If interest  rates  increase  significantly  after a Guaranteed  Maturity  Fixed
Account is  established,  the Market  Value  Adjustment  could reduce the amount
withdrawn  to an amount that may result in an  interest  rate which is less than
the minimum guaranteed rate.

Any Market Value  Adjustment will be waived on withdrawals  taken to satisfy IRS
minimum  distribution rules. This waiver is permitted only for withdrawals which
satisfy distributions resulting from this Certificate.

<TABLE>
<CAPTION>

                          Withdrawal Adjustment Example

         Issue Date:                                          January 1, 1999
         Initial Purchase Payment           $50,000
- ------------------- ---------------- ----------------- ---------------- ----------------- ------------------- --------------

                                                                                          Death    Benefit    Amount
- ------------------- ---------------- ----------------- ---------------- ----------------- ------------------- --------------
- ------------------- ---------------- ----------------- ---------------- ----------------- ---------------- -----------------
<S>                 <C>              <C>               <C>               <C>               <C>               <C>

                                     Contract Value                     Contract Value    Purchase         Maximum
                    Type of          Before            Transaction      After Occurrence  Payment Value    Anniversary
Date                Occurrence       Occurrence        Amount                                              Value
- ------------------- ---------------- ----------------- ---------------- ----------------- ---------------- -----------------
- ------------------- ---------------- ----------------- ---------------- ----------------- ---------------- -----------------

1/1/99              Issue Date       $0.00             $50,000          $50,000           $50,000          36160
- ------------------- ---------------- ----------------- ---------------- ----------------- ---------------- -----------------

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

1/1/06              Anniversary      $55,000           $0.00            $55,000           $50,000          $55,000
- ------------------- ---------------- ----------------- ---------------- ----------------- ---------------- -----------------

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

7/1/06              Partial          $60,000           $15,000          $45,000           $37,500          $41,250
                    withdrawal
- ------------------- ---------------- ----------------- ---------------- ----------------- ---------------- -----------------



Purchase Payment Value Death Benefit

Partial Withdrawal Amount                                                                 (w)               $15,000

Contract Value Immediately Prior to Partial Withdrawal                                    (a)               $60,000

Value of Applicable Death Benefit Amount Prior to Partial Withdrawal                      (d)               $50,000

Withdrawal Adjustment                                                               [(w)/(a)]*(d)           $12,500

Adjusted Death Benefit                                                                                      $37,500



Maximum Anniversary Value Death Benefit

Partial Withdrawal Amount                                                                  (w)              $15,000

Contract Value Immediately Prior to Partial Withdrawal                                     (a)              $60,000

Value of Applicable Death Benefit Amount Prior to Partial Withdrawal                       (d)              $55,000

Withdrawal Adjustment                                                               [(w)/(a)]*(d)           $13,750

Adjusted Death Benefit                                                                                      $41,250



</TABLE>


<PAGE>



Settlement  Value The Settlement  Value is the same amount that would be paid in
the event of a full withdrawal of the  Certificate  Value. We 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, whichever is earlier.


Death  of Owner or  Annuitant  A  benefit  may be paid to the  owner  determined
immediately after the death if, prior to the Payout Start Date:

|X|  any owner dies; or

|X|  the annuitant dies and the owner is not a natural person.

If the owner  eligible to receive a benefit is not a natural  person,  the owner
may elect to receive the benefit in one or more distributions. Otherwise, if the
owner is a natural  person,  the owner may elect to receive a benefit  either in
one or more distributions or by periodic payments through an Income Plan.

A Death Benefit will be paid if:

|X|  the owner elects to receive the Death  Benefit  within 180 days of the date
     of death, and

|X|  payment is made as of the date we determine the value of the Death Benefit,
     as defined at the end of the Death Benefit provision.

Otherwise,  the Settlement Value will be paid. In any event, the entire value of
the  Certificate  must be  distributed  within  five (5) years after the date of
death  unless an Income  Plan is elected or a  surviving  spouse  continues  the
Certificate in accordance with the following provisions. We reserve the right to
extend the 180 day period when we will pay the Death Benefit.

If an Income Plan is elected,  payments  from the Income Plan must begin  within
one year of the date of death and must be payable throughout:

|X|  the life of the owner; or

|X|  a period not to exceed the life expectancy of the owner; or

|X|  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 Certificate in the
Accumulation  Phase as if the  death had not  occurred.  If the  Certificate  is
continued in the Accumulation Phase, the following conditions apply:

|X|  On the day the Certificate is continued,  the Certificate Value will be the
     Death Benefit as determined at the end of the Valuation Period during which
     we received due proof of death.

|X|  Prior  to the  Payout  Start  Date,  the  Death  Benefit  of the  continued
     Certificate will be the greater of:

     |X|  the sum of all purchase  payments reduced by a withdrawal  adjustment,
          as defined in the Death Benefit provision; or

     |X|  the Certificate Value on the date we determine the Death Benefit.






<PAGE>




Death Benefit  Except as defined above when the surviving  spouse  continues the
Certificate,  prior to the Payout Start Date,  the Death Benefit is equal to the
greatest of the following Death Benefit alternatives:

|X|  the sum of all purchase  payments  reduced by a withdrawal  adjustment,  as
     defined below; or

|X|  the Certificate Value on the date we determine the Death Benefit; or

|X|  the amount that would have been  payable in the event of a full  withdrawal
     of the Certificate Value on the date we determine the Death Benefit; or

|X|  the Certificate  Value on each Death Benefit  Anniversary prior to the date
     we determine  the Death  Benefit,  increased by any purchase  payments made
     since  that  Death  Benefit   Anniversary   and  reduced  by  a  withdrawal
     adjustment, as defined below.

The  first  Death  Benefit  Anniversary  is  the  7th  Certificate  anniversary.
Subsequent Death Benefit Anniversaries are those Certificate  anniversaries that
are  multiples  of 7  Certificate  Years,  beginning  with the 14th  Certificate
anniversary.  For example, the 7th, 14th, and 21st Certificate anniversaries are
the first three Death Benefit Anniversaries.

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

         (a) = the withdrawal amount.
         (b) = the Certificate Value immediately prior to the withdrawal.
         (c) = the value of the applicable Death Benefit alternative immediately
               prior to the withdrawal.

We will  determine the value of the Death Benefit as of the end of the Valuation
Period  during  which we receive a  complete  request  for  payment of the Death
Benefit. A complete request includes due proof of death.



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

PAYOUT PHASE
- ------------------------------------------------------------------------------

Payout Phase  Defined The "Payout  Phase" is the second of the two phases during
your Certificate. During this phase the Certificate Value adjusted by any Market
Value Adjustment and less any applicable taxes is applied to the Income Plan you
choose and is paid out as  provided in that plan.  In lieu of applying  all or a
portion of the Certificate Value to Income Plans 1 or 2 described below, you may
elect to:

|X|  receive a withdrawal benefit as described in the Withdrawal provision; or

|X|  receive income payments for a specified period.

The Payout Phase begins on the Payout Start Date. It continues until we make the
last payment as provided by the Income Plan chosen.


Payout  Start Date The  "Payout  Start Date" is the date the  Certificate  Value
adjusted by any Market Value Adjustment and less any applicable taxes is applied
to an Income  Plan.  The  anticipated  Payout Start Date is shown on the Annuity
Data Page.  You may  change  the Payout  Start Date by writing to us at least 30
days prior to this date.

The Payout Start Date must be on or before the annuitant's 90th birthday.


<PAGE>



Income  Plans An "Income  Plan" is a series of payments on a scheduled  basis to
you or to another person  designated by you. The Certificate Value on the Payout
Start Date  adjusted  by any Market  Value  Adjustment  and less any  applicable
taxes, will be applied to your Income Plan choice from the following list:

1.   Life Income with Guaranteed Payments.  We will make payments for as long as
     the annuitant  lives.  If the annuitant dies before the selected  number of
     guaranteed  payments  have been made, we will continue to pay the remainder
     of the guaranteed payments.

2.   Joint and  Survivor  Life Income  with  Guaranteed  Payments.  We will make
     payments for as long as either the annuitant or joint  annuitant,  named at
     the time of Income Plan  selection,  lives.  If both the  annuitant and the
     joint annuitant die before the selected number of guaranteed  payments have
     been  made,  we  will  continue  to pay  the  remainder  of the  guaranteed
     payments.

3.   Guaranteed Number of Payments. We 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.

We reserve the right to make available other Income Plans.


Income  Payments Income payment amounts may vary based on any Sub-account of the
Variable Account, "Variable Amount Income Payments", and/or may be fixed for the
duration of the Income  Plan,  "Fixed  Amount  Income  Payments".  The method of
calculating  the  initial  payment  is  different  for  the  two  accounts.  The
Certificate  Maintenance  Charge will be deducted  in equal  payments  from each
income  payment.  The  Certificate  Maintenance  Charge  will be  waived  if the
Certificate Value on the Payout Start Date is $50,000 or more or if all payments
are Fixed Amount Income Payments.


Variable  Amount Income  Payments  Variable  Amount Income Payments will vary to
reflect the  performance  of the  Variable  Account.  The portion of the initial
income  payment based upon a particular  Variable  Sub-account  is determined by
applying the amount of the Certificate  Value in that  Sub-account on the Payout
Start Date, less any applicable  premium tax, to the appropriate  value from the
Income Payment  Table.  This portion of the initial income payment is divided by
the Annuity Unit Value on the Payout Start Date for that Variable Sub-account to
determine the number of Annuity Units from that  Sub-account  which will be used
to determine  subsequent  income  payments.  Unless  transfers  are made between
Sub-accounts,  each subsequent income payment from that Sub-account will be that
number of Annuity Units times the Annuity Unit Value for the Sub-account for the
Valuation Date on which the income payment is made.


Annuity Unit Value The Annuity Unit Value for each  Sub-account  of the Variable
Account at the end of any Valuation Period is calculated by:

|X|  multiplying the Annuity Unit Value at the end of the immediately  preceding
     Valuation  Period by the  Sub-account's  Net  Investment  Factor during the
     period; and then

|X|  dividing  the  result by 1.000  plus the  assumed  investment  rate for the
     period. The assumed investment rate is an effective annual rate of 3%.


Fixed Amount Income  Payments The income  payment amount derived from any monies
allocated to the Fixed Account options during the  Accumulation  Phase are fixed
for the  duration  of the  Income  Plan.  The Fixed  Amount  Income  Payment  is
calculated by applying the portion of the Certificate Value in the Fixed Account
options on the Payout Start Date,  adjusted by any Market Value  Adjustment  and
less any applicable  premium tax, to the greater of the  appropriate  value from
the Income Payment Table selected or such other value as we are offering at that
time.




<PAGE>



Annuity Transfers After the Payout Start Date, no transfers may be made from the
Fixed Amount Income  Payment.  Transfers  between  Sub-accounts  of the Variable
Account,  or from the Variable  Amount Income Payment to the Fixed Amount Income
Payment may not be made for six months  after the Payout  Start Date.  Transfers
may be made once every six months thereafter.


Payout Terms and  Conditions  The income  payments are subject to the  following
terms and conditions:

|X|  If no  purchase  payments  have  been  received  for at least  three  years
     preceding the Payout Start Date, and either the  Certificate  Value is less
     than $2,000,  or not enough to provide an initial  payment of at least $20,
     we reserve the right to:

     |X|  change the payment frequency to make the payment at least $20; or

     |X|  terminate the Certificate  and pay you the Certificate  Value adjusted
          by any Market Value Adjustment and less any applicable taxes in a lump
          sum.

|X|  If we do not  receive a written  choice of an Income Plan from you at least
     30 days before the Payout  Start Date,  the Income Plan will be Life Income
     with Guaranteed Payments for 120 months.

|X|  If you choose an Income Plan which  depends on any  person's  life,  we may
     require:

          |X|  proof of age and sex before income payments begin; and

          |X|  proof that the annuitant or joint annuitant is still alive before
               we make each payment.

|X|  After the  Payout  Start  Date,  the  Income  Plan  cannot be  changed  and
     withdrawals  cannot be made unless income  payments are being made from the
     Variable Account under Income Plan 3. You may terminate the income payments
     being made from the  Variable  Account  under Income Plan 3 at any time and
     withdraw their value, subject to Withdrawal Charges.

|X|  If any owner dies during the Payout Phase,  the remaining  income  payments
     will be paid to the successor owner as scheduled.



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

INCOME PAYMENT TABLES
- ------------------------------------------------------------------------------

The initial income payment will be at least the amount based on the adjusted age
of the  annuitant(s)  and the tables below,  less any federal income taxes which
are  withheld.  The  adjusted  age is the actual  age on the  Payout  Start Date
reduced  by one year for each six full  years  between  January  1, 1983 and the
Payout Start Date.  Income payments for ages and guaranteed  payment periods not
shown below will be determined on a basis consistent with that used to determine
those that are shown.  The Income  Payment Tables are based on 3.0% interest and
the 1983a Annuity Mortality Tables.

The  annuity  benefits  applied for will be offered at rates not less than those
offered  to new  immediate  annuity  applicants  of the same class at the Payout
Start Date.


<PAGE>

<TABLE>
<CAPTION>


Income Plan 1 - Life Income with Guaranteed Payments for 120 Months
============================================================================================================================

                           Monthly Income Payment for each $1,000 Applied to this Income Plan
============================================================================================================================
- ------------------- ---------------------- ---------------- ---------------------- ---------------- ========================
<S>                  <C>        <C>        <C>               <C>       <C>           <C>              <C>     <C>

Annuitant's                               Annuitant's  Age                          Annuitant's
Age                   Male     Female                         Male     Female            Age          Male    Female
- ------------------- ---------------------- ---------------- ---------------------- ---------------- ========================
- ------------------- ---------------------- ---------------- ---------------------- ---------------- ========================

       35             $3.43     $3.25             49          $4.15    $3.82              63          $5.52   $4.97
       36               3.47      3.28            50            4.22     3.88             64            5.66     5.09
       37               3.51      3.31            51            4.29     3.94             65            5.80     5.22
       38               3.55      3.34            52            4.37     4.01             66            5.95     5.35
       39               3.60      3.38            53            4.45     4.07             67            6.11     5.49
       40               3.64      3.41            54            4.53     4.14             68            6.27     5.64
       41               3.69      3.45            55            4.62     4.22             69            6.44     5.80
       42               3.74      3.49            56            4.71     4.29             70            6.61
       43               3.79      3.53            57            4.81     4.38             71        5.96
       44               3.84      3.58            58            4.92     4.46             72        6.78     6.13
       45               3.90      3.62            59            5.02     4.55             73            6.96     6.31
       46               3.96      3.67            60            5.14     4.65             74            7.13     6.50
       47               4.02      3.72            61            5.26     4.75             75            7.31     6.69
       48               4.08      3.77            62            5.39     4.86                           7.49     6.88
- ------------------- ---------------------- ---------------- ---------------------- ---------------- ========================

Income Plan 2 - Joint and Survivor Life Income with Guaranteed Payments for 120 Month
==============================================================================================================================

                            Monthly Income Payment for each $1,000 Applied to this Income Plan
==============================================================================================================================
- -------------------- =========================================================================================================

                     Female Annuitant's Age
- -------------------- =========================================================================================================
- -------------------- ---------- ------------ ----------- ---------- ---------- ---------- ---------- --------- ===============

      Male
   Annuitant's          35         40        45          50         55           60         65           70         75
       Age
- -------------------- ---------- ------------ ----------- ---------- ---------- ---------- ---------- --------- ===============
- -------------------- ---------- ---------- ---------- ---------- ----------- ---------- ------------ ----------- =============

       35            $3.09      $3.16      $3.23      $3.28      $3.32       $3.36      $3.39        $3.40       $3.42
       40              3.13       3.22       3.31       3.39       3.46        3.51       3.56         3.59        3.61
       45              3.17       3.28       3.39       3.50       3.60        3.69       3.76         3.81        3.85
       50              3.19       3.32       3.45       3.60       3.74        3.87       3.98         4.07        4.14
       55              3.21       3.35       3.51       3.68       3.87        4.06       4.23         4.37        4.48
       60              3.23       3.37       3.55       3.75       3.98        4.23       4.47         4.70        4.88
       65              3.24       3.39       3.57       3.80       4.07        4.37       4.71         5.04        5.34
       70              3.24       3.40       3.59       3.83       4.13        4.48       4.90         5.36        5.81
       75              3.25       3.41       3.61       3.86       4.17        4.56       5.04         5.61        6.22
- -------------------- ---------- ---------- ---------- ---------- ----------- ---------- ------------ ----------- =============
</TABLE>

Income Plan 3 - Guaranteed Number of Payments
- --------------------------------- =============================================

                                  Monthly Income Payment for each
    Specified Period              $1,000 Applied to this Income Plan
- --------------------------------- =============================================
- --------------------------------- =============================================

        10 Years                                    $9.61
        11 Years                                     8.86
        12 Years                                     8.24
        13 Years                                     7.71
        14 Years                                     7.26
        15 Years                                     6.87
        16 Years                                     6.53
        17 Years                                     6.23
        18 Years                                     5.96
        19 Years                                     5.73
        20 Years                                     5.51
- --------------------------------- =============================================



<PAGE>




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

GENERAL PROVISIONS
- ------------------------------------------------------------------------------

The Entire Contract The entire contract consists of this Certificate, the Master
Policy,  the  Master  Policy  application,  any  written  applications,  and any
Certificate amendments and riders.

All  statements  made  in a  written  application  are  representations  and not
warranties. No statement will be used by us in defense of a claim or to void the
Certificate unless it is included in a written application.

We may not modify  this  Certificate  without  your  consent,  except to make it
comply with any changes in the Internal Revenue Code or as required by any other
applicable  law.  Only  our  officers  may  change  the  Master  Policy  or this
Certificate or waive a right or requirement. No other individual may do this.


Master Policy  Amendment or Termination  The Master Policy may be amended by us,
terminated by us, or terminated by the Master  Policyholder  without the consent
of any other  person.  No  termination  completed  after the issue  date of this
Certificate will adversely affect your rights under this Certificate. Nothing in
the Master Policy will invalidate or impair any rights of Certificate owners.


Incontestability  We will not contest the validity of this Certificate after the
issue date.


Misstatement of Age or Sex If any age or sex has been misstated, we will pay the
amounts which would have been paid at the correct age and sex.

If we find the  misstatement  of age or sex after the income  payments begin, we
will:

|X|  pay all amounts  underpaid  including  interest  calculated at an effective
     annual rate of 6%; or

|X|  stop payments until the total payments are equal to the corrected amount.


Annual  Statement At least once a year,  prior to the Payout Start Date, we will
send you a statement containing  Certificate Value information.  We will provide
you with Certificate Value  information at any time upon request.  At least once
in each  contract  year, we shall mail to the holder of this  certificate  under
which  benefit  payments  have not yet commenced a statement as of a date during
such year as to the amount available to provide a paid-up annuity  benefit,  any
cash surrender benefit, and any death benefit under the contract.  The statement
shall be addressed to the last post-office address of the certificateholder know
to us as required by New York Insurance Law.


Settlements We may require that this  Certificate be returned to us prior to any
settlement.  We must receive due proof of death of the owner or annuitant  prior
to settlement of a death claim. Due proof of death is one of the following:

|X|  a certified copy of a death certificate; or

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

|X|  any other proof acceptable to us.

Any paid-up  annuity,  cash surrender,  withdrawal,  or Death Benefit under this
Certificate will not be less than the minimum  benefits  required by any statute
of the state in which the Certificate is delivered.



<PAGE>



Deferment  of Payments We will pay any  amounts  due from the  Variable  Account
under this Certificate within seven days, unless:

|X|  the New York Stock  Exchange  is closed for other  than usual  weekends  or
     holidays, or trading on such Exchange is restricted;

|X|  an emergency  exists as defined by the Securities and Exchange  Commission;
     or

|X|  the Securities and Exchange  Commission permits delay for the protection of
     Certificate holders.

We reserve the right to postpone  payments or transfers  from the Fixed  Account
options for up to six months.  If we elect to postpone  payments  from the Fixed
Account  options  for 10 days or  more,  we will pay  interest  as  required  by
applicable  law. Any interest  would be payable from the date the  withdrawal or
transfer request is received by us to the date the payment or transfer is made.


Variable  Account  Modifications  We  reserve  the  right,  subject  to New York
Insurance Law and applicable  federal law, to make additions to, deletions from,
or substitutions  for the mutual fund shares  underlying the Sub-accounts of the
Variable  Account.  We will  not  substitute  any  shares  attributable  to your
interest in a  Sub-account  of the Variable  Account  without  notice to you and
prior approval of the Securities and Exchange Commission, to the extent required
by the Investment Company Act of 1940, as amended.

We  reserve  the right to  establish  additional  Sub-accounts  of the  Variable
Account,  each of which would invest in shares of another  mutual fund.  You may
then   instruct  us  to  allocate   purchase   payments  or  transfers  to  such
Sub-accounts,  subject to any terms set by us or the mutual fund. We reserve the
right to limit the availability of funds for this Certificate.

In the event of any such  substitution or change,  we may by  endorsement,  make
such changes as may be necessary or appropriate to reflect such  substitution or
change.

If we deem it to be in the best  interests of persons having voting rights under
the certificates,  the Variable Account may be operated as a management  company
under the Investment  Company Act of 1940, as amended or it may be  deregistered
under such Act in the event such registration is no longer required.

<PAGE>


Allstate Life Insurance Company of New York
One Allstate Drive, Farmingville, NY 11738
Service Address:  PO Box 94038
Palatine, IL 60094-4038





                          Dollar Cost Averaging Disclosure Form
               For Use With New York Policies, Contracts, and Certificates

Dollar Cost Averaging  ("DCA") is a method of investing.  A primary objective of
DCA is to attempt to reduce the impact of short-term price  fluctuations on your
investment  portfolio.  If you elect DCA,  approximately the same dollar amounts
are  transferred  on a periodic  basis (e.g.,  monthly) from your source Account
(e.g., your chosen DCA program Account) to your selected Sub-account(s). By this
method,  more  Accumulation  Units are purchased when the value per Accumulation
Unit is low and  fewer  Accumulation  Units  are  purchased  when the  value per
Accumulation  Unit is high.  Therefore,  a lower average price per  Accumulation
Unit may be achieved over the long term. This method of investing  allows you to
take  advantage  of  market  fluctuations,  but it does not  assure a profit  or
protect against loss in declining markets.

Under  our  DCA  program,  you  may  allocate  a  contract  contribution  into a
designated DCA Account(s) and pre-authorize transfers to any of the Sub-accounts
over a time  period.  Each  month,  we  will  transfer  amounts  out of the  DCA
Account(s) into the Sub-accounts you selected.

The  interest  credited  rate  applied to assets  remaining  in the Dollar  Cost
Averaging Fixed  Account(s) (the "DCA  Account(s)")  exceeds our actual earnings
rate on supporting assets less appropriate risk and expense adjustments. We will
recover amounts credited over amounts earned from the mortality and expense risk
charges described in your Certificate. These charges do not increase as a result
of allocating money to our DCA Account(s).

(This form must be submitted with the Application).


- ----------------------------                -----------------------------
Contract Owner Signature                    Date

- -----------------------------               -----------------------------
Print Name                                  Social Security Number


- -----------------------------               -----------------------------
Joint Owner Signature                       Date
(if applicable)

- -----------------------------               -----------------------------
Print Name                                  Social Security Number


- -----------------------------               -----------------------------
Agent Name                                  Date



NYLR328


<PAGE>

NYLU411                                                          (6/98)
                                    Page 1



                   ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
                          (herein called "we" or "us")

                          Enhanced Death Benefit Rider

Due to the variable  nature of the  Certificate,  this Rider does not  guarantee
that the Enhanced  Death  Benefit will  increase the Death  Benefit found in the
Certificate.


This rider was issued  because you selected the  Enhanced  Death  Benefit at the
time you applied for this annuity.


Enhanced  Death  Benefit The Death  Benefit  provision  of your  Certificate  is
modified as follows:

If the owner is a living individual,  the Enhanced Death Benefit applies only to
the death of the owner.  If the owner is not a living  individual,  the Enhanced
Death Benefit applies only to the death of the annuitant.

The Death Benefit will be the greater of the values stated in your  Certificate,
or the value of the Enhanced Death Benefit.

The Enhanced  Death Benefit will cease on the date we determine the value of the
Death Benefit.

         Enhanced Death Benefit.

         At issue, the Enhanced Death Benefit
is equal to the initial  purchase  payment.  After  issue,  the  Enhanced  Death
Benefit is  recalculated  when a purchase  payment or withdrawal is made or on a
Certificate anniversary as follows:

         1.           For purchase payments, the Enhanced Death Benefit is equal
                      to the most  recently  calculated  Enhanced  Death Benefit
                      plus the purchase payment.

         2.           For  withdrawals,  the Enhanced  Death Benefit is equal to
                      the  most  recently   calculated  Enhanced  Death  Benefit
                      reduced by a withdrawal adjustment defined below.

         3.           On  each  Certificate  anniversary,   the  Enhanced  Death
                      Benefit is equal to the greater of the  Certificate  Value
                      or the most recently calculated Enhanced Death Benefit.

     In the absence of any withdrawals or purchase payments,  the Enhanced Death
     Benefit will be the  greatest of all  Certificate  anniversary  Certificate
     Values on or prior to the date we calculate the Death Benefit.

     The Enhanced  Death  Benefit will be  recalculated  for purchase  payments,
     withdrawals and on Certificate anniversaries until the oldest owner, or the
     annuitant if the owner is not a living individual, attains age 85.

         After age 85, the Enhanced Death Benefit will be recalculated  only for
purchase payments and withdrawals.



         Withdrawal Adjustment

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

         (a)  =  the withdrawal amount.
         (b)  =  the Certificate Value immediately prior to the withdrawal.
         (c)  =  the most recently calculated Enhanced Death Benefit.


Mortality  and  Expense  Risk  Charge The  Mortality  and  Expense  Risk  Charge
provision of your Certificate is modified as follows:

The annualized Mortality and Expense Risk Charge of 1.00% is changed to 1.20%.

After the death of the owner,  if the  surviving  spouse  elects to continue the
Certificate in the Accumulation Phase, then the annualized Mortality and Expense
Risk Charge of 1.20% will be changed to 1.00%. The effective date of this change
will be the date we determine the value of the Death Benefit.


Except as amended in this rider, the Certificate remains unchanged.




       Michael J. Velotta                           Louis G. Lower, II
            Secretary                               Chief Executive Officer


<PAGE>


NYLU413                                                             (6/98)
                                     Page 1

                   ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
                          (herein called "we" or "us")

                   Certificate Amendment for Joint Annuitants

     This amendment does not apply to tax qualified certificates.


The  following  changes are made to your  Certificate  because you elected joint
annuitants  at the  time of  application  or  changed  the  annuitant  to  joint
annuitants as provided in the Owner provision of the Certificate.


I.   The Annuitant provision is modified as follows:

     Priorto the Payout Start Date joint  annuitants  may be named.  The Primary
     Annuitant  will be the youngest joint  annuitant.  On the death of the last
     surviving joint annuitant, a new annuitant will be determined as defined in
     the Annuitant provision of the Certificate.


II.  The Death of Owner or Annuitant provision is modified as follows:

     The following  paragraph  replaces the first paragraph of this provision if
     the  Certificate  is treated as an annuity  contract under Section 72(u) of
     the Internal Revenue Code.

     A benefit may be paid to the owner determined  immediately  after the death
     if, prior to the Payout Start Date:

     o    any owner dies; or

     o    the Primary Annuitant dies and the owner is not a natural person.

     The following  paragraph  replaces the first paragraph of this provision if
     the  Certificate is not treated as an annuity  contract under Section 72(u)
     of the Internal Revenue Code.

     Prior to the Payout  Start Date,  a benefit may be paid on the death of the
     last  surviving  joint  annuitant.  Payment  will  be  made  to  the  owner
     determined immediately after the death.


III. The  following  replaces  the second  paragraph  of the  Payout  Start Date
     provision:

     The Payout Start Date must be on or before the later of:

     o    the youngest annuitant's 90th birthday; or

     o    the 10th anniversary of the Certificate's issue date.


Except as amended in this amendment, the Certificate remains unchanged.







  Secretary                                  Chief Executive Officer




AIM LIFETIME PLUS SM II VARIABLE ANNUITY
Issued  by:  Allstate  Life  Insurance  Company  of New  York i PO Box  94039  i
Palatine, IL 60094-4038 Telephone 800-692-4682 i FAX 847-402-4361 Send overnight
mail to: Allstate Life Insurance  Company of New York  3100 Sanders Road, Suite
M4A,  Northbrook, IL 60062

Owner(s) Name ________________________  _ M _ F    Birthdate   / /
         Address__________________________________________________
                 Street        City          State             Zip
         Soc. Sec. No.______________     Phone No. _______________
         Name ________________________  __ M _ F   Birthdate    /  /
         Address__________________________________________________
                  Street          City         State          Zip
         Soc. Sec. No.______________     Phone No. _______________

Annuitant Leave blank if Annuitant is same as sole Owner, otherwise complete:
         Name________________________  __ M __ F    Birthdate   /   /
         Address__________________________________________________
                  Street        City          State          Zip
         Soc. Sec. No. ______________    Relationship to Owner_________

Beneficiary(ies)
         Name __________________    Relationship to Owner     Percentage
         Name __________________    Relationship to Owner     Percentage

Purchase Payment/ Plan Options

Choose one of the following:        Initial
Purchase Payment   $
         Base Contract, No Rider; or
         Enhanced Death Benefit Rider

Please  allocate  the  above  amount in $ or %  (circle  one) to the  Investment
Alternatives specified below:
AIM V.I. Funds*
Aggressive Growth Fund
Balanced Fund
Capital Appreciation Fund
Capital Development Fund
Diversified Income Fund
Global Utilities Fund
Government Securities Fund
Growth Fund
Growth and Income Fund
High Yield Fund
International Equity Fund
Money Market Fund
Value Fund

Fixed Account (if available)
1-Year Guarantee Period
3-Year Guarantee Period
5-Year Guarantee Period
7-Year Guarantee Period
10-Year Guarantee Period
DCA Options       ______
         (Please allocate DCA below.)
Total    100%

Dollar Cost Averaging (DCA) Options
6-month DCA Option.  Money will be transferred in equal monthly installments for
______ (1-6) months.  12-month DCA Option.  Money will be  transferred  in equal
monthly installments for ______(1-12) months.

Please allocate the DCA Option amount to the Investment Alternatives specified
below.
AIM V.I. Funds*
Aggressive Growth Fund         %
Balanced Fund                  %
Capital Appreciation Fund      %
Capital Development Fund       %
Diversified Income Fund        %
Global Utilities Fund          %
Government Securities Fund     %
Growth Fund                    %
Growth and Income Fund         %
High Yield Fund                %
International Equity Fund      %
Money Market Fund              %
Value Fund                     %
Total                       100%
*Certain AIM V.I. Funds may not be available at the time of purchase.

Replacement Information

Will this annuity replace or change any existing annuity or life insurance?
__  Yes __  No     (If Yes, complete the following.)

         Company____________________   Policy No.______________
         Cost Basis Amount _______________  Policy Date ___________

Tax Qualified Plan         Yes  No  (If Yes, complete the following.)
Custodial IRA     Roth IRA
         IRA Rollover      IRA/Year of Contribution  IRA Transfer      Other


17                NYLR325  12/99


<PAGE>




AIM LIFETIME PLUS SM II VARIABLE ANNUITY
Issued  by:  Allstate  Life  Insurance  Company  of New  York i PO Box  94039  i
Palatine, IL 60094-4038 Telephone 800-692-4682 i FAX 847-402-4361 Send overnight
mail to: Allstate Life Insurance  Company of New York i 3100 Sanders Road, Suite
M4A i Northbrook, IL 60062

Signature(s) I understand that if Allstate Life Insurance  Company of New York
("Allstate") declines this application,  Allstate will have no liability except
to return the purchase  payments.  I understand that any  distribution  from the
Fixed Account prior to the end of a Guarantee  Period may be subject to a Market
Value  Adjustment  which may be negative or positive.  I understand that annuity
values and income payments based on the investment  experience of the Investment
Alternatives underlying the separate account are variable and are not guaranteed
as to dollar  amount.  I have received the current  prospectus for this variable
annuity.

Signed at ______________________________________  Date / /
         City                     State
Owner(s)________________________________________

Fax Number________________    E-mail Address__________________

Agent Use Only    Will the annuity applied for replace or change any existing
annuity or life insurance? Yes No
         Agent Name (Please print)_________   Phone No.______________
         Agent Signature ________________   Soc. Sec. No. _____________
         Fax Number __________________     E-mail Address______________
         Agent GA No. (Joint Business) _______________  FL License No. _____
         Clientis B/D Acct. No.____________     B/D Name _______________
         Designation: __ A  __ B
         Note: Please be advised that a firm designation may override an
         individual agent designation. If no designation is given, "A" will be
         the designation.

18                NYLR325  12/99


<PAGE>




OPTIONAL PROGRAMS AUTHORIZATION
Contract #  ______________________     Date ________________
Owner(s) Name ____________________
Owner(s) Signature ___________________
Soc. Sec. No.__________________        Phone No. ________________

Automatic Portfolio  Rebalancing Program On a quarterly basis, please complete
a transfer  between  the  Sub-accounts  of the  Variable  Account to achieve the
following ending allocation within the Variable Account:

Aggressive Growth Fund*    __%        Growth Fund               __%
Balanced Fund              __%        Growth and Income Fund    __%
Capital Appreciation Fund  __%        High Yield Fund           __%
Capital Development Fund   __%        International Equity Fund __%
Diversified Income Fund    __%        Money Market Fund         __%
Global Utilities Fund      __%        Value Fund                __%
Government Securities Fund __%        Total                    100%

None of the money allocated to the Fixed Account will be transferred as a result
of this rebalancing program.
Please begin the Rebalancing Program on     /     /    .
Keep in effect until notified otherwise. Stop the Rebalancing Program on / / .

Dollar-Cost  Averaging  Program

On a  monthly  basis,  please  transfer  either:  interest  only  from  the year
guarantee period (e.g., 3, 5, 7 or 10), or $ from the AIM V.I. Fund as indicated
 . (Name of Fund)

Please allocate the above amount to the Investment Alternatives specified below:
Aggressive Growth Fund*    %        Growth Fund      %
Balanced Fund %                     Growth and Income Fund %
Capital  Appreciation Fund %        High Yield Fund %
Capital Development Fund %          International Equity Fund %
Diversified Income Fund %           Money  Market  Fund%
Global  Utilities  Fund %           Value  Fund %
Government Securities Fund %        Total 100 %

Please begin the Dollar-Cost  Averaging Program on / / .
Keep in effect until notified otherwise.  Stop the Dollar-Cost Averaging Program
on / / This  agreement ends  automatically  when the account value in the option
selected above has been depleted.

3 Automatic  Additions  Program I authorize  Glenbrook Life and Annuity  Company
(Glenbrook) to begin automatic  debits from the account  designated  below.  The
funds  withdrawn  from this account shall be added to my variable  annuity as an
Automatic Addition (Purchase Payment). (Minimum addition $100.)

The debit amount is $      .  The debits should begin in       .  (Month)

Debit my (check one) Checking Account Savings Account on the (check one) day* of
each Month Quarter Financial Institution Address

ABA No.   Acct. No.

*Please  allow  three  business  days for the  payment  to be  credited  to your
annuity.

A VOIDED BLANK CHECK FOR THE ABOVE ACCOUNT MUST BE ATTACHED

Aggressive Growth Fund*        %        High Yield Fund                %
Balanced Fund                  %        International Equity Fund      %
Capital Appreciation Fund      %        Money Market Fund              %
Capital Development Fund       %        Value Fund                     %
Diversified Income Fund        %        1 Year Guarantee Period        %
Global Utilities Fund          %        3 Year Guarantee Period        %
Government Securities Fund     %        5 Year Guarantee Period        %
Growth Fund                    %        7 Year Guarantee Period        %
Growth and Income Fund         %        10 Year Guarantee Period       %
                  Total    100 %
Keep the Automatic Addition Program in effect until notified otherwise. Stop the
Automatic Addition Program on / / .

         *All Funds may not be available for investment at all times.

Glenbrook  Life and Annuity  Company i PO Box 94039  Palatine,  IL 60094-4039
Telephone 800-776-6978

19 GLMR73 6/98


<PAGE>




SYSTEMATIC WITHDRAWAL AUTHORIZATION
Contract #        Date
Owner(s) Name
Owner(s) Signature
Soc. Sec. No.         Phone No.

1    Systematic  Withdrawal  Program  I  authorize  Glenbrook  Life and  Annuity
     Company (Glenbrook) to begin systematic  withdrawals in the net amount of $
     from my annuity.  This amount should be withdrawn on the day of each (check
     one) month quarter,  beginning in the month of (please allow three business
     days for receipt of a direct  deposit or seven business days for receipt of
     a check). The account value will be reduced to reflect the amount received,
     as well as applicable  charges,  adjustments and income tax withholding.  I
     understand  that  withdrawals  may result in taxable  income and,  prior to
     owneris  age of  591/2,  may be  subject  to a 10%  penalty.  Frequency  of
     payments:

Monthly  Quarterly         Semi-annually             Annually
Specify percentage to be withdrawn from each Investment Alternative:

Aggressive Growth Fund*        %        High Yield Fund                 %
Balanced Fund                  %        International Equity Fund       %
Capital Appreciation Fund      %        Money Market Fund               %
Capital Development Fund       %        Value Fund                      %
Diversified Income Fund        %        1-Year Guarantee Period         %
Global Utilities Fund          %        3-Year Guarantee Period         %
Government Securities Fund     %        5-Year Guarantee Period         %
Growth Fund                    %        7-Year Guarantee Period         %
Growth and Income Fund         %        10-Year Guarantee Period        %
                  Total    100 %

I do want to have ________ % federal  income tax  withheld.  If no percentage is
indicated,  10% will be  withheld.  I do not  want to have  federal  income  tax
withheld. Federal income tax will be withheld unless
this box is checked.


2    Direct  Deposit  Please  deposit the above amount to:  (check one) Checking
     Account Savings Account Financial  Institution  Address ABA No. Acct. No. A
     VOIDED BLANK CHECK FOR THE ABOVE ACCOUNT MUST BE ATTACHED

If,  instead  of a  direct  deposit,  you  wish to have a check  mailed  to you,
complete the following:
         Payee's Name      Acct. No.*
                                                              *if applicable
         Address
                  Street            City             State    Zip

3    Notice of Withholding The distributions you receive from Glenbrook Life and
     Annuity  Company are subject to federal income tax  withholding  unless you
     elect not to have  withholding  apply.  Withholding  will only apply to the
     portion of the distribution  that is subject to federal income tax. CA, IA,
     KS,  MA, ME, OK,  OR, VA and VT  residents:  If you choose to have  federal
     income tax withheld from your annuity payments, then the laws of your state
     require that state  income tax must also be  withheld.  If you elect not to
     have  withholding  apply,  or if you do not have enough  federal income tax
     withheld,  you may be  responsible  for payment of  estimated  tax. You may
     incur  penalties  under the  estimated  tax rules if your  withholding  and
     estimated  tax  payments  are  not  sufficient.  An  election  not to  have
     withholding apply will remain in effect until revoked, which may be done at
     any time. Even if you elect not to have  withholding  apply, you are liable
     for the  payment  of  federal  income  tax on the  taxable  portion  of the
     distribution.  If the  withholding  section is left  blank,  or if a social
     security number or tax  identification  number is not provided,  10% of the
     taxable portion of the distribution will be withheld.  The withholding rate
     on withdrawals  which are not  distributions  from a plan  qualified  under
     Internal  Revenue Code Sections 401 or 403(b) is 10% of the taxable portion
     of the  withdrawal.  Distributions  from a plan  qualified  under  Internal
     Revenue  Code Section 401 or 403(b) may be subject to 20%  withholding.  If
     you request such a  distribution,  you will receive a notice  outlining the
     applicable  rules.  *All Funds may not be available  for  investment at all
     times.

Glenbrook  Life and Annuity  Company i PO Box 94039 i Palatine,  IL 60094-4039 i
Telephone 800-776-6978 20


<PAGE>





ABSOLUTE ASSIGNMENT FOR 1035 EXCHANGES OF ANNUITIES
        Required Information       Owner     Soc. Sec. No.
Joint Owner         Soc. Sec. No.
Is there a limited period for a surrender free of charge?
If yes, state timeframe
Company where contract is currently in force
Companyis Address
Companyis Phone No.
Contract No.

FOR VALUE  RECEIVED,  WE,  THE ABOVE  OWNER(S)  hereby  assign and  transfer  to
Glenbrook Life and Annuity Company (iGlenbrooki),  all right, title and interest
in the above-named  contract/certificate  (iassigned  contract/certificatei) and
name Glenbrook as sole beneficiary under the assigned contract,  hereby revoking
all prior  beneficiary  designations.  By accepting  this  Absolute  Assignment,
Glenbrook   agrees  to  be  the  sole   named   beneficiary   of  the   assigned
contract/certificate.  The purpose of this Absolute Assignment is to qualify the
exchange of the assigned  contract/certificate for a contract/certificate issued
by Glenbrook (inew  contract/certificatei)  as an exchange under Section 1035 of
the Internal  Revenue Code.  Glenbrook is  participating  in this exchange at my
specific request and as an accommodation to me. This Absolute Assignment form is
subject   to   the   following   terms   and   conditions:    _   The   assigned
contract/certificate  is not subject to any prior  assignments,  proceedings  in
bankruptcy,  federal tax levy or collection proceedings resulting from an unpaid
assessment,  or any other legal  action.  _ Glenbrook  will then  request a cash
surrender  of  the  assigned   contract/certificate   before   issuing  the  new
contract/certificate.  Glenbrook will credit the new  contract/certificate  with
the cash surrender  value upon receipt.  Further,  I understand and agree to the
following:  _ The new  contract/certificate  will be  issued at the  rate(s)  in
effect at the time Glenbrook  receives the cash surrender  value of the assigned
contract/certificate.  _  For  an  exchange  to  a  Glenbrook  variable  annuity
contract/certificate,  allocation to the respective  portfolios  will occur upon
Glenbrookis   receipt   of  the   cash   surrender   value   of   the   assigned
contract/certificate. _ Glenbrook assumes no responsibility or liability for the
validity of this Absolute  Assignment  nor for the tax treatment  resulting from
the  exchange  of these  contracts/certificates.  I should  seek the advice of a
competent tax advisor if I have questions concerning this exchange.

         I certify that the above-referenced contract has been lost or destroyed
and I have no knowledge of its whereabouts.  In addition,  I hereby certify that
the policy has not been assigned or pledged as security.

Executed at                Date     /     /
Owner(s) Owneris Spouse
         (if community property*)
*In states with community property laws (AZ, CA, ID, LA, NV, NM, TX, WA and WI),
the spouse of the owner must sign this request.

         Irrevocable Beneficiary

    Acceptance of Absolute Assignment  Glenbrook Life and Annuity Company hereby
accepts this Absolute

         effective     /     /      By
         Authorized Signature

Glenbrook  Life and Annuity  Company _ PO Box 94039 _ Palatine,  IL 60094-4039 _
Telephone 800-776-6978

21 GLMR74 6/98



<PAGE>




AUTHORIZATION TO TRANSFER FUNDS
1        Required Information       To Current Trustee/Customer/Issuer
         Address  Phone No.
         Is there a limited period for a surrender free of charge?
         If yes, state timeframe
         Account Number/Policy Number
         Owner/Participant Soc. Sec. No.
         Owner/Participantis Address
         Street   City     State    Zip

2        Check the Appropriate Box          IRA Transfer
         Please  accept  this as my  authorization  to transfer  the  Individual
Retirement  Account  referenced above to an Individual  Retirement Annuity to be
established with Glenbrook Life and Annuity Company.
         I hereby  authorize  the transfer of assets  described  above.  If I am
701/2  years of age,  I attest  that none of the amount to be  transferred  will
include the  required  minimum  distribution  pursuant to Sections  401(a)(9) or
408(a)(6) of the Internal Revenue Code for the current year.
         Roth IRA  Transfer  to Roth IRA  Traditional  IRA  Transfer to Roth IRA
         (conversion) 403(b) Transfer
         The  undersigned  Employee  desires to transfer all or part of the cash
surrender  value  of  the  above-referenced  account  to an  annuity  issued  by
Glenbrook  Life and Annuity  Company,  in accordance  with Section 403(b) of the
Internal  Revenue Code of 1986 as interpreted by the Internal Revenue Service in
Revenue Ruling 90-24. The Tax Reform Act of 1986 and Technical and Miscellaneous
Revenue Act of 1988 has made it imperative for financial  institutions to obtain
the  December  31,  1986 and  December  31, 1988 value on all  qualified  403(b)
accounts.

Please  complete  the  information  below  showing  these values and return this
information  to us.  Balance as of December  31, 1986 Balance as of December 31,
1988 Direct rollover from a qualified  pension plan to an IRA (If yes,  complete
the  following)  401(k)  Pension  Profit  Sharing  Other TO BE COMPLETED FOR ALL
TRANSFERS  Amount of  transfer  requested:  Liquidate  all assets  and  transfer
proceeds
                           Partial liquidation of $
Transfer proceeds to:         A new Glenbrook annuity (attach application)

Please make the check  payable to Glenbrook  Life and send to the address  shown
below. Check box that applies.
Enclosed is my certificate.

The  certificate  is held by the financial  institution  listed above. I certify
that the  above  referenced  policy  has been  lost or  destroyed  and I have no
knowledge of its whereabouts.  In addition, I hereby certify that the policy has
not been assigned or pledged as security.

                  Date     /     /
         Owner/Participant's Signature

For Glenbrook Use Only  Letter of Acceptance  Please be advised that  Glenbrook
Life and  Annuity  Company  will  accept the  proceeds  from your  institution's
account referenced above to be applied to a:

  Individual Retirement Annuity               403(b) contract   Other

For Glenbrook Life and Annuity Company:

         Date     /     /
         Authorized Signature
Glenbrook  Life and Annuity  Company _ PO Box 94039 _ Palatine,  IL 60094-4039 _
Telephone 800-776-6978 22


<PAGE>



SPECIAL SERVICES AUTHORIZATION

Contract #        Date
Owner(s) Name
Owner(s) Signature
Soc. Sec. No.     Phone No.

       Investment Transfers       Transfer from:   Transfer to:
$        (or)     %        $        (or)    %
$        (or)     %        $        (or)    %
$        (or)     %        $        (or)    %
$        (or)     %        $        (or)    %
$        (or)     %        $        (or)    %



Transfer  of  Ownership  This  change of  ownership  does not affect the present
beneficiary  designation.  If the new  owner is a  Trust,  all  requested  Trust
information  must be  provided.  As Owner of the  above-designated  Contract,  I
request that all benefits,  rights and privileges  incident to ownership of this
Contract  be  vested  in the new  Owner  named  below,  or to such  new  Owneris
executors, administrators and assigns, or successors and assigns. Please consult
your tax advisor to determine the potential tax consequences.

Name      M     F
Address
         Street          City              State             Zip
Soc. Sec. No.       Phone No.        Birthdate     /      /
         Date     /      /
         New Owner Signature                         Month    Day      Year
Relationship of new owner to old owner

If the new owner is a Trust, provide the following information: (Please Print)
Trustee(s) Name(s)         Date of Trust    /      /
                                                    Month    Day      Year

Change Name, Address and/or Beneficiary     Change for: Owner   Annuitant
Beneficiary*

       Name        M   F
       Address
                Street              City          State             Zip
oc. Sec. No.       Phone No.        Birthdate     /      /

* I hereby  cancel all prior  Beneficiary  designations  and make the  following
designations:
         Name       Relationship to Owner   Percentage
Primary                                          %
Primary                                          %
Primary                                          %
Contingent                                       %
Contingent                                       %

Unless   otherwise   directed,   equal  shares  will  be  paid  to  the  primary
beneficiaries  surviving  all owners.  If no primary  beneficiaries  survive the
owners, payment will be made to the contingent beneficiaries.

Glenbrook  Life and Annuity  Company _ PO Box 94039 _ Palatine,  IL 60094-4039 _
Telephone 800-776-6978

23       GLMR75   6/98


<PAGE>





WITHDRAWAL AUTHORIZATION

Contract #        Date
Owner(s) Name
Owner(s) Signature
Soc. Sec. No.              Phone No.

Withdrawal  Authorization I hereby authorize  Glenbrook Life and Annuity Company
to  make  a  withdrawal  of the  amounts  indicated  below.  I  understand  that
withdrawals may result in taxable income and, prior to owneris age of 591/2, may
be subject to a 10%  penalty.  Surrender  Annuity.  Please  attach the  original
contract.

Gross partial withdrawal.  The check may differ from the requested amount due to
applicable charges, adjustments or income tax withholding. Gross Amount: $ . Net
partial  withdrawal.  The check  amount  will equal the  requested  amount.  The
Account  Value  will be  reduced to  reflect  the  amount  received,  as well as
applicable charges, adjustments and income tax withholding. Net Amount: $

Specify percentage to be withdrawn from each Investment Alternative:
Aggressive Growth  Fund*           %   High Yield Fund               %
Balanced  Fund                     %   International  Equity Fund    %
Capital  Appreciation Fund         %   Money Market Fund             %
Capital Development Fund           %   Value Fund                    %
Diversified Income Fund            %   1-Year Guarantee Period       %
Global Utilities Fund              %   3-Year Guarantee Period       %
Government Securities Fund         %   5-Year Guarantee Period       %
Growth  Fund                       %   7-Year  Guarantee  Period     %
Growth  and  Income  Fund          %   10-Year Guarantee Period      %
                     Total     100 %
I do want to have ________ % federal  income tax  withheld.  If no percentage is
indicated,  10% will be  withheld.  I do not  want to have  federal  income  tax
withheld.  Federal income tax will be withheld unless this box is checked.  *All
Funds may not be available for investment at all times.



Direct Deposit             Please deposit the above amount to: (check one)
Checking Account     Savings Account
Financial Institution
Address
ABA No.   Acct. No.
Please allow three business days for the payment to be credited to your account.
A VOIDED BLANK CHECK FOR THE ABOVE  ACCOUNT  MUST BE ATTACHED  If,  instead of a
direct deposit,  you wish to have a check mailed to you, complete the following:
Payee's Name Acct. No.*

*if  applicable

Address


Notice of  Withholding  The  distributions  you receive from  Glenbrook Life and
Annuity Company are subject to federal income tax  withholding  unless you elect
not to have withholding apply. Withholding will only apply to the portion of the
distribution  that is subject to federal income tax. CA, IA, KS, MA, ME, OK, OR,
VA and VT residents: If you choose to have federal income tax withheld from your
annuity payments, then the laws of your state require that state income tax must
also be withheld.  If you elect not to have withholding  apply, or if you do not
have enough federal income tax withheld,  you may be responsible  for payment of
estimated  tax. You may incur  penalties  under the  estimated tax rules if your
withholding  and estimated tax payments are not  sufficient.  An election not to
have withholding apply will remain in effect until revoked, which may be done at
any time. Even if you elect not to have  withholding  apply,  you are liable for
the payment of federal income tax on the taxable portion of the distribution. If
the  withholding  section is left blank,  or if a social  security number or tax
identification  number  is  not  provided,  10% of the  taxable  portion  of the
distribution will be withheld. The withholding rate on withdrawals which are not
distributions  from a plan qualified under Internal Revenue Code Sections 401 or
403(b) is 10% of the taxable  portion of the  withdrawal.  Distributions  from a
plan qualified under Internal  Revenue Code Section 401 or 403(b) may be subject
to 20%  withholding.  If you request  such a  distribution,  you will  receive a
notice outlining the applicable rules.

Glenbrook  Life and Annuity  Company _ PO Box 94039 _ Palatine,  IL 60094-4039 _
Telephone 800-776-6978 24





Exhibit 9(b)

                   ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
                          LAW AND REGULATION DEPARTMENT
                             3100 Sanders Road, J5B
                           Northbrook, Illinois 60062
                         Direct Dial Number 847-402-2400
                             Facsimile 847-402-4371


Michael J. Velotta                       Please direct reply to:
Vice President, Secretary                Post Office Box 3005
  and General Counsel                    Northbrook, Illinois 60065-3005

                                November 8, 1999


TO:     ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
        NORTHBROOK, ILLINOIS  60062

FROM:   MICHAEL J. VELOTTA
        VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL

RE:     FORM N-4 REGISTRATION STATEMENT
        UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF
        1940
        FILE NO. 033-65381, 811-07467

     With reference to the Registration  Statement on Form N-4 filed by Allstate
Life Insurance Company of New York (the "Company"),  as depositor,  and Allstate
Life of New York Separate  Account A, as  registrant,  with the  Securities  and
Exchange  Commission  covering the Flexible  Premium  Deferred  Variable Annuity
Contracts,  I have  examined such  documents  and such law as I have  considered
necessary  and  appropriate,  and on the  basis  of such  examination,  it is my
opinion that as of November 8, 1999:

1.   The Company is duly  organized and existing  under the laws of the State of
     New York and has been duly  authorized  to do business  by the  Director of
     Insurance of the State of New York.

2.   The securities  registered by the above Registration  Statement when issued
     will be valid, legal and binding obligations of the Company.

     I hereby  consent to the filing of this  opinion as an exhibit to the above
referenced  Registration  Statement  and to the use of my name under the caption
"Legal  Matters"  in the  Prospectus  constituting  a part  of the  Registration
Statement.

Sincerely,


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





                                                           Exhibit (10)(a)
                          INDEPENDENT AUDITORS' CONSENT


We consent to the use in this  Post-Effective  Amendment  No. 4 to  Registration
Statement  No.  033-65381  of Allstate  Life of New York  Separate  Account A of
Allstate  Life  Insurance  Company of New York on Form N-4 or our  report  dated
February 19, 1999 relating to the financial statements and the related financial
statement  schedules of Allstate  Life  Insurance  Company of New York,  and our
report dated March 18, 1999  relating to the  financial  statements  of Allstate
Life of New York  Separate  Account A,  appearing in the Statement of Additional
Information  (which is  incorporated  by reference in the Prospectus of Allstate
Life  Insurance  Company  of New  York),  which  is part  of  such  Registration
Statement,  and to the  reference  to us under  the  heading  "Experts"  in such
Statement of Additional Information.

/s/ DELOITTE & TOUCHE LLP

Chicago Illinois
November 9, 1999





                                                             Exhibit (10)(b)

Freedman, Levy, Kroll & Simonds

                                   CONSENT OF
                         FREEDMAN, LEVY, KROLL & SIMONDS

     We hereby  consent to the  reference  to our firm under the caption  "Legal
Matters" in the prospectus  contained in  Post-Effective  Amendment No. 4 to the
Form N-4 Registration  Statement of Allstate Life of New York Separate Account A
(File No. 033-65381).


/s/FREEDMAN, LEVY, KROLL & SIMONDS

Washington, D.C.
November 5, 1999



<TABLE>
<CAPTION>
AIM II Capital Appreciation
  05-May-93
    TO                      NO. YEARS   6.404
  30-Sep-99
<S>          <C>             <C>     <C>              <C>        <C>       <C>        <C>
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   05-May-93  1000.00           4.484376 222.99644
          1 FEE            05-May-94 0.568228           5.293732   0.10734                            0.07
          2 FEE            05-May-95 0.568228           5.908431   0.09617                            0.07
          3 FEE            05-May-96 0.568228           8.003560   0.07100                            0.06
          4 FEE            05-May-97 0.568228           8.399912   0.06765                            0.06
          5 FEE            05-May-98 0.568228          10.614237   0.05353                            0.05
          6 FEE            05-May-99 0.568228          11.324088   0.05018                            0.04
          7 FEE            30-Sep-99 0.568228          11.628462   0.04887                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                   11.628462 222.50171  2587.3527

                                        6.404
  FORMULA:                           1000*(1+T)=       2587.3527
                                            =         2521.375165
                                          T =             15.54%    16.00%
                                          R =            152.14%


AIM II Growth
  05-May-93
    TO                      NO. YEARS   6.404
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   05-May-93  1000.00           4.349521 229.91037
          1 FEE            05-May-94 0.568228           4.574899   0.12421                            0.07
          2 FEE            05-May-95 0.568228           5.119641   0.11099                            0.07
          3 FEE            05-May-96 0.568228           6.472065   0.08780                            0.06
          4 FEE            05-May-97 0.568228           7.628777   0.07448                            0.06
          5 FEE            05-May-98 0.568228          10.283210   0.05526                            0.05
          6 FEE            05-May-99 0.568228          12.601930   0.04509                            0.04
          7 FEE            30-Sep-99 0.568228          12.908232   0.04402                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                   12.908232 229.36852  2960.7421

                                        6.404
  FORMULA:                           1000*(1+T)=       2960.7421
                                            =         2885.243164
                                          T =             17.99%    18.47%
                                          R =            188.52%


AIM II International Equity
  05-May-93
    TO                      NO. YEARS   6.404
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   05-May-93  1000.00           5.114631 195.51753
          1 FEE            05-May-94 0.568228           5.937139   0.09571                            0.07
          2 FEE            05-May-95 0.568228           6.144297   0.09248                            0.07
          3 FEE            05-May-96 0.568228           7.368763   0.07711                            0.06
          4 FEE            05-May-97 0.568228           8.145883   0.06976                            0.06
          5 FEE            05-May-98 0.568228           9.985348   0.05691                            0.05
          6 FEE            05-May-99 0.568228           9.810856   0.05792                            0.04
          7 FEE            30-Sep-99 0.568228          10.456775   0.05434                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                   10.456775 195.01331  2039.2103

                                        6.404
  FORMULA:                           1000*(1+T)=       2039.2103
                                            =         1987.210432
                                          T =             11.32%    11.77%
                                          R =             98.72%


AIM II Value
  05-May-93
    TO                      NO. YEARS   6.404
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   05-May-93  1000.00           4.118831 242.78735
          1 FEE            05-May-94 0.568228           4.790433   0.11862                            0.07
          2 FEE            05-May-95 0.568228           5.422038   0.10480                            0.07
          3 FEE            05-May-96 0.568228           6.539665   0.08689                            0.06
          4 FEE            05-May-97 0.568228           7.877127   0.07214                            0.06
          5 FEE            05-May-98 0.568228          10.143006   0.05602                            0.05
          6 FEE            05-May-99 0.568228          12.766656   0.04451                            0.04
          7 FEE            30-Sep-99 0.568228          12.819036   0.04433                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                   12.819036 242.26005  3105.5403

                                        6.404
  FORMULA:                           1000*(1+T)=       3105.5403
                                            =         3026.349057
                                          T =             18.88%    19.36%
                                          R =            202.63%


AIM II Growth & Income
  02-May-94
    TO                      NO. YEARS   5.413
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   02-May-94  1000.00           4.811543 207.83355
          1 FEE            02-May-95 0.568228           5.319832   0.10681                            0.07
          2 FEE            02-May-96 0.568228           6.645922   0.08550                            0.07
          3 FEE            02-May-97 0.568228           7.903839   0.07189                            0.06
          4 FEE            02-May-98 0.568228          10.392545   0.05468                            0.06
          5 FEE            02-May-99 0.568228          12.756229   0.04455                            0.05
          6 FEE            30-Sep-99 0.568228          12.584663   0.04515                            0.04
          7 FEE           N/A               0         N/A          0.00000                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                   12.584663 207.42497  2610.3734

                                        5.413
  FORMULA:                           1000*(1+T)=       2610.3734
                                            =         2521.620709
                                          T =             18.63%    19.39%
                                          R =            152.16%


AIM II Global Utilities
  02-May-94
    TO                      NO. YEARS   5.413
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   02-May-94  1000.00           5.868337 170.40604
          1 FEE            02-May-95 0.568228           5.960776   0.09533                            0.07
          2 FEE            02-May-96 0.568228           7.016536   0.08098                            0.07
          3 FEE            02-May-97 0.568228           7.893767   0.07198                            0.06
          4 FEE            02-May-98 0.568228          10.280845   0.05527                            0.06
          5 FEE            02-May-99 0.568228          11.078820   0.05129                            0.05
          6 FEE            30-Sep-99 0.568228          11.338697   0.05011                            0.04
          7 FEE           N/A               0         N/A          0.00000                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                   11.338697 170.00106  1927.5906

                                        5.413
  FORMULA:                           1000*(1+T)=       1927.5906
                                            =         1862.052482
                                          T =             12.17%    12.89%
                                          R =             86.21%


AIM II Diversified Income
  05-May-93
    TO                      NO. YEARS   6.404
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   05-May-93  1000.00           7.093982 140.96455
          1 FEE            05-May-94 0.568228           7.088417   0.08016                            0.07
          2 FEE            05-May-95 0.568228           7.586102   0.07490                            0.07
          3 FEE            05-May-96 0.568228           8.118448   0.06999                            0.06
          4 FEE            05-May-97 0.568228           8.918139   0.06372                            0.06
          5 FEE            05-May-98 0.568228           9.941935   0.05715                            0.05
          6 FEE            05-May-99 0.568228           9.871170   0.05756                            0.04
          7 FEE            30-Sep-99 0.568228           9.551444   0.05949                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                    9.551444 140.50156  1341.9928

                                        6.404
  FORMULA:                           1000*(1+T)=       1341.9928
                                            =         1307.771976
                                          T =              4.28%     4.70%
                                          R =             30.78%


AIM II Government Securities
  05-May-93
    TO                      NO. YEARS   6.404
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   05-May-93  1000.00           8.152216 122.66604
          1 FEE            05-May-94 0.568228           7.997611   0.07105                            0.07
          2 FEE            05-May-95 0.568228           8.468850   0.06710                            0.07
          3 FEE            05-May-96 0.568228           8.721702   0.06515                            0.06
          4 FEE            05-May-97 0.568228           9.221397   0.06162                            0.06
          5 FEE            05-May-98 0.568228           9.918722   0.05729                            0.05
          6 FEE            05-May-99 0.568228          10.288756   0.05523                            0.04
          7 FEE            30-Sep-99 0.568228          10.160952   0.05592                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                   10.160952 122.23268  1242.0004

                                        6.404
  FORMULA:                           1000*(1+T)=       1242.0004
                                            =         1210.329391
                                          T =              3.03%     3.44%
                                          R =             21.03%


AIM II Money Market
  05-May-93
    TO                      NO. YEARS   6.404
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   05-May-93  1000.00           8.531295 117.21550
          1 FEE            05-May-94 0.568228           8.620292   0.06592                            0.07
          2 FEE            05-May-95 0.568228           8.914363   0.06374                            0.07
          3 FEE            05-May-96 0.568228           9.273982   0.06127                            0.06
          4 FEE            05-May-97 0.568228           9.602139   0.05918                            0.06
          5 FEE            05-May-98 0.568228           9.971369   0.05699                            0.05
          6 FEE            05-May-99 0.568228          10.316844   0.05508                            0.04
          7 FEE            30-Sep-99 0.568228          10.451695   0.05437                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                   10.451695 116.79896  1220.7471

                                        6.404
  FORMULA:                           1000*(1+T)=       1220.7471
                                            =         1189.618023
                                          T =              2.75%     3.16%
                                          R =             18.96%


AIM II Balanced
  01-May-98
    TO                      NO. YEARS   1.415
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   01-May-98  1000.00          10.071847  99.28666
          1 FEE            01-May-99 0.568228          11.761469   0.04831                            0.07
          2 FEE            30-Sep-99 0.568228          11.526976   0.04930                            0.07
          3 FEE           N/A               0         N/A          0.00000                            0.06
          4 FEE           N/A               0         N/A          0.00000                            0.06
          5 FEE           N/A               0         N/A          0.00000                            0.05
          6 FEE           N/A               0         N/A          0.00000                            0.04
          7 FEE           N/A               0         N/A          0.00000                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                   11.526976  99.18905  1143.3498

                                        1.415
  FORMULA:                           1000*(1+T)=       1143.3498
                                            =         1075.320472
                                          T =              5.26%     9.93%
                                          R =              7.53%


AIM II High Yield
  01-May-98
    TO                      NO. YEARS   1.415
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   01-May-98  1000.00           9.932022 100.68443
          1 FEE            01-May-99 0.568228           9.724845   0.05843                            0.07
          2 FEE            30-Sep-99 0.568228           9.468372   0.06001                            0.07
          3 FEE           N/A               0         N/A          0.00000                            0.06
          4 FEE           N/A               0         N/A          0.00000                            0.06
          5 FEE           N/A               0         N/A          0.00000                            0.05
          6 FEE           N/A               0         N/A          0.00000                            0.04
          7 FEE           N/A               0         N/A          0.00000                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                    9.468372 100.56598   952.1962

                                        1.415
  FORMULA:                           1000*(1+T)=        952.1962
                                            =         895.5404806
                                          T =             -7.50%    -3.40%
                                          R =            -10.45%


AIM II Capital Development
  01-May-98
    TO                      NO. YEARS   1.415
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   01-May-98  1000.00          10.799859  92.59380
          1 FEE            01-May-99 0.568228           9.367745   0.06066                            0.07
          2 FEE            30-Sep-99 0.568228           9.764059   0.05820                            0.07
          3 FEE           N/A               0         N/A          0.00000                            0.06
          4 FEE           N/A               0         N/A          0.00000                            0.06
          5 FEE           N/A               0         N/A          0.00000                            0.05
          6 FEE           N/A               0         N/A          0.00000                            0.04
          7 FEE           N/A               0         N/A          0.00000                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                    9.764059  92.47495   902.9309

                                        1.415
  FORMULA:                           1000*(1+T)=        902.9309
                                            =         849.2064918
                                          T =            -10.91%    -6.96%
                                          R =            -15.08%


AIM II Aggressive Growth
  01-May-98
    TO                      NO. YEARS   1.415
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   01-May-98  1000.00          10.741918  93.09325
          1 FEE            01-May-99 0.568228          10.364913   0.05482                            0.07
          2 FEE            30-Sep-99 0.568228          11.666161   0.04871                            0.07
          3 FEE           N/A               0         N/A          0.00000                            0.06
          4 FEE           N/A               0         N/A          0.00000                            0.06
          5 FEE           N/A               0         N/A          0.00000                            0.05
          6 FEE           N/A               0         N/A          0.00000                            0.04
          7 FEE           N/A               0         N/A          0.00000                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                   11.666161  92.98972  1084.8330

                                        1.415
  FORMULA:                           1000*(1+T)=       1084.8330
                                            =         1020.285464
                                          T =              1.43%     5.92%
                                          R =              2.03%

<PAGE>

           1yr ago:         9/30/98
           Date:            9/30/99


AIM II MM
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00           10.124174   98.77349
         1 FEE            30-Sep-99 0.568228           10.451695    0.05437               0.07

     RESULTING VALUE      30-Sep-99                    10.451695   98.71912  1031.7822

                                       1.000
  FORMULA:                          1000*(1+T)=        1031.7822
                                           =         1031.782164
                                         T =               3.18%      3.18%
                                         R =               3.18%


AIM II GOV
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00           10.438452   95.79965
         1 FEE            30-Sep-99 0.568228           10.160952    0.05592               0.07

     RESULTING VALUE      30-Sep-99                    10.160952   95.74372   972.8474

                                       1.000
  FORMULA:                          1000*(1+T)=         972.8474
                                           =         972.8473705
                                         T =              -2.72%     -2.72%
                                         R =              -2.72%


AIM II DINC
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00            9.838907  101.63731
         1 FEE            30-Sep-99 0.568228            9.551444    0.05949               0.07

     RESULTING VALUE      30-Sep-99                     9.551444  101.57781   970.2148

                                       1.000
  FORMULA:                          1000*(1+T)=         970.2148
                                           =         970.2148072
                                         T =              -2.98%     -2.98%
                                         R =              -2.98%


AIM II GUTL
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00            9.652849  103.59636
         1 FEE            30-Sep-99 0.568228           11.338697    0.05011               0.07

     RESULTING VALUE      30-Sep-99                    11.338697  103.54624  1174.0795

                                       1.000
  FORMULA:                          1000*(1+T)=        1174.0795
                                           =         1104.221756
                                         T =              10.42%     17.41%
                                         R =              10.42%


AIM II GI
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00            9.257565  108.01977
         1 FEE            30-Sep-99 0.568228           12.584663    0.04515               0.07

     RESULTING VALUE      30-Sep-99                    12.584663  107.97461  1358.8241

                                       1.000
  FORMULA:                          1000*(1+T)=        1358.8241
                                           =         1277.974083
                                         T =              27.80%     35.88%
                                         R =              27.80%


AIM II VALUE
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00            9.265934  107.92220
         1 FEE            30-Sep-99 0.568228           12.819036    0.04433               0.07

     RESULTING VALUE      30-Sep-99                    12.819036  107.87788  1382.8904

                                       1.000
  FORMULA:                          1000*(1+T)=        1382.8904
                                           =         1300.608387
                                         T =              30.06%     38.29%
                                         R =              30.06%


AIM II INTL
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00            8.595040  116.34617
         1 FEE            30-Sep-99 0.568228           10.456775    0.05434               0.07

     RESULTING VALUE      30-Sep-99                    10.456775  116.29183  1216.0375

                                       1.000
  FORMULA:                          1000*(1+T)=        1216.0375
                                           =          1143.68328
                                         T =              14.37%     21.60%
                                         R =              14.37%


AIM II GROW
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00            9.271255  107.86026
         1 FEE            30-Sep-99 0.568228           12.908232    0.04402               0.07

     RESULTING VALUE      30-Sep-99                    12.908232  107.81624  1391.7171

                                       1.000
  FORMULA:                          1000*(1+T)=        1391.7171
                                           =         1308.909901
                                         T =              30.89%     39.17%
                                         R =              30.89%


AIM II CAP
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00            8.917271  112.14193
         1 FEE            30-Sep-99 0.568228           11.628462    0.04887               0.07

     RESULTING VALUE      30-Sep-99                    11.628462  112.09307  1303.4700

                                       1.000
  FORMULA:                          1000*(1+T)=        1303.4700
                                           =         1225.913506
                                         T =              22.59%     30.35%
                                         R =              22.59%


AIM II BALANCED
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00           10.047527   99.52698
         1 FEE            30-Sep-99 0.568228           11.526976    0.04930               0.07

     RESULTING VALUE      30-Sep-99                    11.526976   99.47768  1146.6769

                                       1.000
  FORMULA:                          1000*(1+T)=        1146.6769
                                           =         1078.449587
                                         T =               7.84%     14.67%
                                         R =               7.84%


AIM II HIGH YIELD
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00            9.009936  110.98858
         1 FEE            30-Sep-99 0.568228            9.468372    0.06001               0.07

     RESULTING VALUE      30-Sep-99                     9.468372  110.92857  1050.3129

                                       1.000
  FORMULA:                          1000*(1+T)=        1050.3129
                                           =         987.8193131
                                         T =              -1.22%      5.03%
                                         R =              -1.22%


AIM II CAPITAL DEVELOPMENT
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00            8.335329  119.97127
         1 FEE            30-Sep-99 0.568228            9.764059    0.05820               0.07

     RESULTING VALUE      30-Sep-99                     9.764059  119.91307  1170.8383

                                       1.000
  FORMULA:                          1000*(1+T)=        1170.8383
                                           =         1101.173443
                                         T =              10.12%     17.08%
                                         R =              10.12%


AIM II AGGRESSIVE GROWTH
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00            8.643194  115.69797
         1 FEE            30-Sep-99 0.568228           11.666161    0.04871               0.07

     RESULTING VALUE      30-Sep-99                    11.666161  115.64926  1349.1829

                                       1.000
  FORMULA:                          1000*(1+T)=        1349.1829
                                           =         1268.906534
                                         T =              26.89%     34.92%
                                         R =              26.89%


</TABLE>

<PAGE>
<TABLE>
<CAPTION>

           3 yr ago:        9/30/96
           2 yr ago:        9/30/97
           1 yr ago:        9/30/98
           Date:            9/30/99

AIM II MM
 30-Sep-96
    TO                     NO. YEARS   3.000
 30-Sep-99
<S>         <C>             <C>     <C>              <C>         <C>        <C>        <C>
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            9.400909  106.37270
         1 FEE            30-Sep-97 0.568228            9.749594    0.05828               0.07
         2 FEE            30-Sep-98 0.568228           10.124174    0.05613               0.07
         3 FEE            30-Sep-99 0.568228           10.451695    0.05437               0.06

     RESULTING VALUE      30-Sep-99                    10.451695  106.20392  1110.0110

                                       3.000
  FORMULA:                          1000*(1+T)=        1110.0110
                                           =         1053.400434
                                         T =               1.75%      3.54%
                                         R =               5.34%


AIM II GOV
 30-Sep-96
    TO                     NO. YEARS   3.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            8.966903  111.52122
         1 FEE            30-Sep-97 0.568228            9.568164    0.05939               0.07
         2 FEE            30-Sep-98 0.568228           10.438452    0.05444               0.07
         3 FEE            30-Sep-99 0.568228           10.160952    0.05592               0.06

     RESULTING VALUE      30-Sep-99                    10.160952  111.35147  1131.4370

                                       3.000
  FORMULA:                          1000*(1+T)=        1131.4370
                                           =         1073.733704
                                         T =               2.40%      4.20%
                                         R =               7.37%


AIM II DINC
 30-Sep-96
    TO                     NO. YEARS   3.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            8.538862  117.11162
         1 FEE            30-Sep-97 0.568228            9.496379    0.05984               0.07
         2 FEE            30-Sep-98 0.568228            9.838907    0.05775               0.07
         3 FEE            30-Sep-99 0.568228            9.551444    0.05949               0.06

     RESULTING VALUE      30-Sep-99                     9.551444  116.93454  1116.8937

                                       3.000
  FORMULA:                          1000*(1+T)=        1116.8937
                                           =         1059.932127
                                         T =               1.96%      3.75%
                                         R =               5.99%


AIM II GUTL
 30-Sep-96
    TO                     NO. YEARS   3.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            7.195391  138.97785
         1 FEE            30-Sep-97 0.568228            8.844477    0.06425               0.07
         2 FEE            30-Sep-98 0.568228            9.652849    0.05887               0.07
         3 FEE            30-Sep-99 0.568228           11.338697    0.05011               0.06

     RESULTING VALUE      30-Sep-99                    11.338697  138.80463  1573.8636

                                       3.000
  FORMULA:                          1000*(1+T)=        1573.8636
                                           =         1493.596572
                                         T =              14.31%     16.32%
                                         R =              49.36%


AIM II GI
 30-Sep-96
    TO                     NO. YEARS   3.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            7.068123  141.48028
         1 FEE            30-Sep-97 0.568228            9.498739    0.05982               0.07
         2 FEE            30-Sep-98 0.568228            9.257565    0.06138               0.07
         3 FEE            30-Sep-99 0.568228           12.584663    0.04515               0.06

     RESULTING VALUE      30-Sep-99                    12.584663  141.31393  1778.3882

                                       3.000
  FORMULA:                          1000*(1+T)=        1778.3882
                                           =         1687.690366
                                         T =              19.06%     21.16%
                                         R =              68.77%


AIM II VALUE
 30-Sep-96
    TO                     NO. YEARS   3.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            6.875142  145.45153
         1 FEE            30-Sep-97 0.568228            9.147978    0.06212               0.07
         2 FEE            30-Sep-98 0.568228            9.265934    0.06132               0.07
         3 FEE            30-Sep-99 0.568228           12.819036    0.04433               0.06

     RESULTING VALUE      30-Sep-99                    12.819036  145.28377  1862.3978

                                       3.000
  FORMULA:                          1000*(1+T)=        1862.3978
                                           =         1767.415539
                                         T =              20.91%     23.03%
                                         R =              76.74%


AIM II INTL
 30-Sep-96
    TO                     NO. YEARS   3.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            7.599800  131.58241
         1 FEE            30-Sep-97 0.568228            9.191921    0.06182               0.07
         2 FEE            30-Sep-98 0.568228            8.595040    0.06611               0.07
         3 FEE            30-Sep-99 0.568228           10.456775    0.05434               0.06

     RESULTING VALUE      30-Sep-99                    10.456775  131.40014  1374.0217

                                       3.000
  FORMULA:                          1000*(1+T)=        1374.0217
                                           =         1303.946585
                                         T =               9.25%     11.17%
                                         R =              30.39%


AIM II GROW
 30-Sep-96
    TO                     NO. YEARS   3.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            6.865158  145.66308
         1 FEE            30-Sep-97 0.568228            9.082179    0.06257               0.07
         2 FEE            30-Sep-98 0.568228            9.271255    0.06129               0.07
         3 FEE            30-Sep-99 0.568228           12.908232    0.04402               0.06

     RESULTING VALUE      30-Sep-99                    12.908232  145.49520  1878.0858

                                       3.000
  FORMULA:                          1000*(1+T)=        1878.0858
                                           =         1782.303443
                                         T =              21.24%     23.38%
                                         R =              78.23%


AIM II CAP
 31-Dec-93
    TO                     NO. YEARS   3.000
 31-Dec-96
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            8.297001  120.52547
         1 FEE            30-Sep-97 0.568228           10.238252    0.05550               0.07
         2 FEE            30-Sep-98 0.568228            8.917271    0.06372               0.07
         3 FEE            30-Sep-99 0.568228           11.628462    0.04887               0.06

     RESULTING VALUE      30-Sep-99                    11.628462  120.35739  1399.5713

                                       3.000
  FORMULA:                          1000*(1+T)=        1399.5713
                                           =         1328.193162
                                         T =               9.92%     11.86%
                                         R =              32.82%


AIM II Balanced
 31-Dec-93
    TO                     NO. YEARS   3.000
 31-Dec-96
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            #N/A        #N/A
         1 FEE            30-Sep-97 0.568228            #N/A        #N/A                  0.07
         2 FEE            30-Sep-98 0.568228           10.047527    0.05655               0.07
         3 FEE            30-Sep-99 0.568228           11.526976    0.04930               0.06

     RESULTING VALUE      30-Sep-99                    11.526976    #N/A       #N/A

                                       3.000
  FORMULA:                          1000*(1+T)=         #N/A
                                           =            #N/A
                                         T =            #N/A        #N/A
                                         R =            #N/A


AIM II High Yield
 31-Dec-93
    TO                     NO. YEARS   3.000
 31-Dec-96
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            #N/A        #N/A
         1 FEE            30-Sep-97 0.568228            #N/A        #N/A                  0.07
         2 FEE            30-Sep-98 0.568228            9.009936    0.06307               0.07
         3 FEE            30-Sep-99 0.568228            9.468372    0.06001               0.06

     RESULTING VALUE      30-Sep-99                     9.468372    #N/A       #N/A

                                       3.000
  FORMULA:                          1000*(1+T)=         #N/A
                                           =            #N/A
                                         T =            #N/A        #N/A
                                         R =            #N/A


AIM II Capital Development
 31-Dec-93
    TO                     NO. YEARS   3.000
 31-Dec-96
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            #N/A        #N/A
         1 FEE            30-Sep-97 0.568228            #N/A        #N/A                  0.07
         2 FEE            30-Sep-98 0.568228            8.335329    0.06817               0.07
         3 FEE            30-Sep-99 0.568228            9.764059    0.05820               0.06

     RESULTING VALUE      30-Sep-99                     9.764059    #N/A       #N/A

                                       3.000
  FORMULA:                          1000*(1+T)=         #N/A
                                           =            #N/A
                                         T =            #N/A        #N/A
                                         R =            #N/A


AIM II Aggressive Growth
 31-Dec-93
    TO                     NO. YEARS   3.000
 31-Dec-96
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            #N/A        #N/A
         1 FEE            30-Sep-97 0.568228            #N/A        #N/A                  0.07
         2 FEE            30-Sep-98 0.568228            8.643194    0.06574               0.07
         3 FEE            30-Sep-99 0.568228           11.666161    0.04871               0.06

     RESULTING VALUE      30-Sep-99                    11.666161    #N/A       #N/A

                                       3.000
  FORMULA:                          1000*(1+T)=         #N/A
                                           =            #N/A
                                         T =            #N/A        #N/A
                                         R =            #N/A

<PAGE>

           5 Yr Ago:        9/29/94
           4 yr Ago:        9/30/95
           3 yr ago:        9/30/96
           2 yr ago:        9/30/97
           1 yr ago:        9/30/98
           Date:            9/30/99

AIM II MM
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            8.705270  114.87294
         1 FEE            30-Sep-95 0.568228            9.074865    0.06262               0.07
         2 FEE            30-Sep-96 0.568228            9.400909    0.06044               0.07
         3 FEE            30-Sep-97 0.568228            9.749594    0.05828               0.06
         4 FEE            30-Sep-98 0.568228           10.124174    0.05613               0.06
         5 FEE            30-Sep-99 0.568228           10.451695    0.05437               0.05

     RESULTING VALUE      30-Sep-99                    10.451695  114.70416  1198.8529

                                       5.000
  FORMULA:                          1000*(1+T)=        1198.8529
                                           =         1147.901696
                                         T =               2.80%      3.69%
                                         R =              14.79%

AIM II GOV
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            7.971148  125.45244
         1 FEE            30-Sep-95 0.568228            8.752663    0.06492               0.07
         2 FEE            31-Aug-95 0.568228            8.692579    0.06537               0.07
         3 FEE            30-Sep-97 0.568228            9.568164    0.05939               0.06
         4 FEE            30-Sep-98 0.568228           10.438452    0.05444               0.06
         5 FEE            30-Sep-99 0.568228           10.160952    0.05592               0.05

     RESULTING VALUE      30-Sep-99                    10.160952  125.28270  1272.9915

                                       5.000
  FORMULA:                          1000*(1+T)=        1272.9915
                                           =         1218.889345
                                         T =               4.04%      4.95%
                                         R =              21.89%

AIM II DINC
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            7.088094  141.08164
         1 FEE            30-Sep-95 0.568228            7.950657    0.07147               0.07
         2 FEE            31-Aug-95 0.568228            7.826606    0.07260               0.07
         3 FEE            30-Sep-97 0.568228            9.496379    0.05984               0.06
         4 FEE            30-Sep-98 0.568228            9.838907    0.05775               0.06
         5 FEE            30-Sep-99 0.568228            9.551444    0.05949               0.05

     RESULTING VALUE      30-Sep-99                     9.551444  140.90456  1345.8420

                                       5.000
  FORMULA:                          1000*(1+T)=        1345.8420
                                           =         1288.643727
                                         T =               5.20%      6.12%
                                         R =              28.86%

AIM II GUTL
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            5.713972  175.00959
         1 FEE            30-Sep-95 0.568228            6.662733    0.08528               0.07
         2 FEE            31-Aug-95 0.568228            6.400912    0.08877               0.07
         3 FEE            30-Sep-97 0.568228            8.844477    0.06425               0.06
         4 FEE            30-Sep-98 0.568228            9.652849    0.05887               0.06
         5 FEE            30-Sep-99 0.568228           11.338697    0.05011               0.05

     RESULTING VALUE      30-Sep-99                    11.338697  174.83637  1982.4166

                                       5.000
  FORMULA:                          1000*(1+T)=        1982.4166
                                           =         1898.163879
                                         T =              13.68%     14.67%
                                         R =              89.82%

AIM II GI
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            4.869015  205.38033
         1 FEE            30-Sep-95 0.568228            6.282811    0.09044               0.07
         2 FEE            31-Aug-95 0.568228            6.016044    0.09445               0.07
         3 FEE            30-Sep-97 0.568228            9.498739    0.05982               0.06
         4 FEE            30-Sep-98 0.568228            9.257565    0.06138               0.06
         5 FEE            30-Sep-99 0.568228           12.584663    0.04515               0.05

     RESULTING VALUE      30-Sep-99                    12.584663  205.21398  2582.5488

                                       5.000
  FORMULA:                          1000*(1+T)=        2582.5488
                                           =         2472.790459
                                         T =              19.85%     20.90%
                                         R =             147.28%

AIM II VALUE
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            4.854563  205.99177
         1 FEE            30-Sep-95 0.568228            6.595098    0.08616               0.07
         2 FEE            31-Aug-95 0.568228            6.359766    0.08935               0.07
         3 FEE            30-Sep-97 0.568228            9.147978    0.06212               0.06
         4 FEE            30-Sep-98 0.568228            9.265934    0.06132               0.06
         5 FEE            30-Sep-99 0.568228           12.819036    0.04433               0.05

     RESULTING VALUE      30-Sep-99                    12.819036  205.82400  2638.4653

                                       5.000
  FORMULA:                          1000*(1+T)=        2638.4653
                                           =         2526.330515
                                         T =              20.36%     21.41%
                                         R =             152.63%

AIM II INTL
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            6.086935  164.28629
         1 FEE            30-Sep-95 0.568228            6.609169    0.08598               0.07
         2 FEE            31-Aug-95 0.568228            6.496612    0.08747               0.07
         3 FEE            30-Sep-97 0.568228            9.191921    0.06182               0.06
         4 FEE            30-Sep-98 0.568228            8.595040    0.06611               0.06
         5 FEE            30-Sep-99 0.568228           10.456775    0.05434               0.05

     RESULTING VALUE      30-Sep-99                    10.456775  164.10402  1715.9988

                                       5.000
  FORMULA:                          1000*(1+T)=        1715.9988
                                           =         1643.068841
                                         T =              10.44%     11.40%
                                         R =              64.31%

AIM II GROW
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            4.632272  215.87677
         1 FEE            30-Sep-95 0.568228            6.221906    0.09133               0.07
         2 FEE            31-Aug-95 0.568228            6.007391    0.09459               0.07
         3 FEE            30-Sep-97 0.568228            9.082179    0.06257               0.06
         4 FEE            30-Sep-98 0.568228            9.271255    0.06129               0.06
         5 FEE            30-Sep-99 0.568228           12.908232    0.04402               0.05

     RESULTING VALUE      30-Sep-99                    12.908232  215.70889  2784.4204

                                       5.000
  FORMULA:                          1000*(1+T)=        2784.4204
                                           =         2666.082568
                                         T =              21.67%     22.73%
                                         R =             166.61%

AIM II CAP
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            5.363029  186.46178
         1 FEE            30-Sep-95 0.568228            7.500881    0.07575               0.07
         2 FEE            31-Aug-95 0.568228            7.255259    0.07832               0.07
         3 FEE            30-Sep-97 0.568228           10.238252    0.05550               0.06
         4 FEE            30-Sep-98 0.568228            8.917271    0.06372               0.06
         5 FEE            30-Sep-99 0.568228           11.628462    0.04887               0.05

     RESULTING VALUE      30-Sep-99                    11.628462  186.29369  2166.3091

                                       5.000
  FORMULA:                          1000*(1+T)=        2166.3091
                                           =          2074.24095
                                         T =              15.71%     16.72%
                                         R =             107.42%

AIM II Balanced
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            #N/A        #N/A
         1 FEE            30-Sep-95 0.568228            #N/A        #N/A                  0.07
         2 FEE            31-Aug-95 0.568228            #N/A        #N/A                  0.07
         3 FEE            30-Sep-97 0.568228            #N/A        #N/A                  0.06
         4 FEE            30-Sep-98 0.568228           10.047527    0.05655               0.06
         5 FEE            30-Sep-99 0.568228           11.526976    0.04930               0.05

     RESULTING VALUE      30-Sep-99                    11.526976    #N/A       #N/A

                                       5.000
  FORMULA:                          1000*(1+T)=         #N/A
                                           =            #N/A
                                         T =            #N/A        #N/A
                                         R =            #N/A

AIM II High Yield
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            #N/A        #N/A
         1 FEE            30-Sep-95 0.568228            #N/A        #N/A                  0.07
         2 FEE            31-Aug-95 0.568228            #N/A        #N/A                  0.07
         3 FEE            30-Sep-97 0.568228            #N/A        #N/A                  0.06
         4 FEE            30-Sep-98 0.568228            9.009936    0.06307               0.06
         5 FEE            30-Sep-99 0.568228            9.468372    0.06001               0.05

     RESULTING VALUE      30-Sep-99                     9.468372    #N/A       #N/A

                                       5.000
  FORMULA:                          1000*(1+T)=         #N/A
                                           =            #N/A
                                         T =            #N/A        #N/A
                                         R =            #N/A

AIM II Cap Dev
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            #N/A        #N/A
         1 FEE            30-Sep-95 0.568228            #N/A        #N/A                  0.07
         2 FEE            31-Aug-95 0.568228            #N/A        #N/A                  0.07
         3 FEE            30-Sep-97 0.568228            #N/A        #N/A                  0.06
         4 FEE            30-Sep-98 0.568228            8.335329    0.06817               0.06
         5 FEE            30-Sep-99 0.568228            9.764059    0.05820               0.05

     RESULTING VALUE      30-Sep-99                     9.764059    #N/A       #N/A

                                       5.000
  FORMULA:                          1000*(1+T)=         #N/A
                                           =            #N/A
                                         T =            #N/A        #N/A
                                         R =            #N/A

AIM II Aggr Gro
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            #N/A        #N/A
         1 FEE            30-Sep-95 0.568228            #N/A        #N/A                  0.07
         2 FEE            31-Aug-95 0.568228            #N/A        #N/A                  0.07
         3 FEE            30-Sep-97 0.568228            #N/A        #N/A                  0.06
         4 FEE            30-Sep-98 0.568228            8.643194    0.06574               0.06
         5 FEE            30-Sep-99 0.568228           11.666161    0.04871               0.05

     RESULTING VALUE      30-Sep-99                    11.666161    #N/A       #N/A

                                       5.000
  FORMULA:                          1000*(1+T)=         #N/A
                                           =            #N/A
                                         T =            #N/A        #N/A
                                         R =            #N/A
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Today            9/30/99      8/31/99     12/31/98      9/30/98      9/30/97        9/30/96     9/30/95      9/29/94
One Month Ago    8/31/99
End of last year12/31/98
One year Ago     9/30/98
Two Years Ago    9/30/97
Three Years ago  9/30/96
Four Years Ago   9/30/95
Five Years Ago   9/29/94

AUVS
                Today    One Month AgoEnd of last yOne year Ago Two Years AgoThree Years agoInception   Five Yeas Ago
                -----------------------------------------------------------------------------------------------------
<S>             <C>         <C>          <C>           <C>        <C>           <C>         <C>          <C>
AIM II CAP      11.628462   11.562815    11.024559     8.917271   10.2382523    8.297001133 4.484376471  5.363029437
AIM II GROW     12.908232   12.813426    11.810358     9.271255  9.082179441    6.865157749 4.349521124  4.632272426
AIM II INTL     10.456775   10.243333     9.662521      8.59504  9.191921026    7.599800046 5.114630856  6.086935276
AIM II VALUE    12.819036   12.797279    11.732887     9.265934  9.147977837    6.875142408 4.118830691  4.854562918
AIM II G&I      12.584663   12.758897    11.670696     9.257565  9.498739217    7.068122764 4.811542587  4.869015362
AIM II GUTL     11.338697   11.363145    10.790582     9.652849  8.844476711    7.195390962  5.86833676  5.713972475
AIM II DINC     9.551444     9.490169     9.861124     9.838907  9.496379127    8.538862303 7.093982328  7.088094498
AIM II GOV      10.160952   10.070374    10.693359    10.438452  9.568164065    8.966903265  8.15221573  7.971147994
AIM II MM       10.451695   10.422399     10.20914    10.124174  9.749594127    9.400908619 8.531295181  8.705270366
AIM II BAL      11.526976    11.52926    11.285018    10.047527     #N/A          #N/A      10.07184683     #N/A
AIM II HY       9.468372     9.590608     9.087942     9.009936     #N/A          #N/A      9.932022429     #N/A
AIM II CAPD     9.764059     9.507995     9.902477     8.335329     #N/A          #N/A      10.79985859     #N/A
AIM II AGG      11.666161   11.328244    10.548526     8.643194     #N/A          #N/A      10.74191757     #N/A

Returns
                  MTD        YTD        One Year   Three Year Tot3 Yr. AVG   Inception Tot. Inception AVFive Year Avg
                  ---        ---        --------   -----------------------   -------------- -------------------------
AIM II CAP       0.57%      5.48%        30.40%       40.15%       11.91%       159.31%       16.04%       10.70%
AIM II GROW      0.74%      9.30%        39.23%       88.03%       23.43%       196.77%       18.51%       14.89%
AIM II INTL      2.08%      8.22%        21.66%       37.59%       11.22%       104.45%       11.81%       7.14%
AIM II VALUE     0.17%      9.26%        38.35%       86.45%       23.08%       211.23%       19.40%       13.80%
AIM II G&I       -1.37%     7.83%        35.94%       78.05%       21.20%       161.55%       19.44%       13.71%
AIM II GUTL      -0.22%     5.08%        17.46%       57.58%       16.37%        93.22%       12.94%       11.06%
AIM II DINC      0.65%      -3.14%       -2.92%       11.86%       3.81%         34.64%        4.75%       6.78%
AIM II GOV       0.90%      -4.98%       -2.66%       13.32%       4.26%         24.64%        3.50%       5.54%
AIM II MM        0.28%      2.38%        3.24%        11.18%       3.60%         22.51%        3.22%       3.07%
AIM II BAL       -0.02%     2.14%        14.72%        #N/A         #N/A         14.45%       10.00%        #N/A
AIM II HY        -1.27%     4.19%        5.09%         #N/A         #N/A         -4.67%       -3.32%        #N/A
AIM II CAPD      2.69%      -1.40%       17.14%        #N/A         #N/A         -9.59%       -6.88%        #N/A
AIM II AGG       2.98%      10.60%       34.98%        #N/A         #N/A         8.60%         6.00%        #N/A

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
AIM II Capital Appreciation
  14-Oct-96
    TO                      NO. YEARS   2.960
  30-Sep-99
<S>          <C>             <C>     <C>              <C>        <C>       <C>        <C>
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   14-Oct-96  1000.00           8.403193 119.00238
          1 FEE            14-Oct-97 0.568228          10.420013   0.05453                            0.07
          2 FEE            14-Oct-98 0.568228           8.228651   0.06905                            0.07
          3 FEE            30-Sep-99 0.568228          11.659396   0.04874                            0.06
          4 FEE           N/A               0         N/A          0.00000                            0.06
          5 FEE           N/A               0         N/A          0.00000                            0.05
          6 FEE           N/A               0         N/A          0.00000                            0.04
          7 FEE           N/A               0         N/A          0.00000                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                   11.659396 118.83006  1385.4867

                                        2.960
  FORMULA:                           1000*(1+T)=       1385.4867
                                            =         1314.826854
                                          T =              9.69%    11.65%
                                          R =             31.48%


AIM II Growth
  14-Oct-96
    TO                      NO. YEARS   2.960
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   14-Oct-96  1000.00           6.981368 143.23840
          1 FEE            14-Oct-97 0.568228           9.278535   0.06124                            0.07
          2 FEE            14-Oct-98 0.568228           8.787697   0.06466                            0.07
          3 FEE            30-Sep-99 0.568228          12.942547   0.04390                            0.06
          4 FEE           N/A               0         N/A          0.00000                            0.06
          5 FEE           N/A               0         N/A          0.00000                            0.05
          6 FEE           N/A               0         N/A          0.00000                            0.04
          7 FEE           N/A               0         N/A          0.00000                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                   12.942547 143.06859  1851.6720

                                        2.960
  FORMULA:                           1000*(1+T)=       1851.6720
                                            =         1757.236684
                                          T =             20.98%    23.14%
                                          R =             75.72%


AIM II International Equity
  14-Oct-96
    TO                      NO. YEARS   2.960
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   14-Oct-96  1000.00           7.590858 131.73741
          1 FEE            14-Oct-97 0.568228           9.258221   0.06138                            0.07
          2 FEE            14-Oct-98 0.568228           8.469635   0.06709                            0.07
          3 FEE            30-Sep-99 0.568228          10.484581   0.05420                            0.06
          4 FEE           N/A               0         N/A          0.00000                            0.06
          5 FEE           N/A               0         N/A          0.00000                            0.05
          6 FEE           N/A               0         N/A          0.00000                            0.04
          7 FEE           N/A               0         N/A          0.00000                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                   10.484581 131.55475  1379.2964

                                        2.960
  FORMULA:                           1000*(1+T)=       1379.2964
                                            =         1308.952316
                                          T =              9.52%    11.48%
                                          R =             30.90%


AIM II Value
  14-Oct-96
    TO                      NO. YEARS   2.960
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   14-Oct-96  1000.00           6.972297 143.42476
          1 FEE            14-Oct-97 0.568228           9.385530   0.06054                            0.07
          2 FEE            14-Oct-98 0.568228           8.969271   0.06335                            0.07
          3 FEE            30-Sep-99 0.568228          12.853109   0.04421                            0.06
          4 FEE           N/A               0         N/A          0.00000                            0.06
          5 FEE           N/A               0         N/A          0.00000                            0.05
          6 FEE           N/A               0         N/A          0.00000                            0.04
          7 FEE           N/A               0         N/A          0.00000                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                   12.853109 143.25666  1841.2935

                                        2.960
  FORMULA:                           1000*(1+T)=       1841.2935
                                            =         1747.387485
                                          T =             20.75%    22.91%
                                          R =             74.74%


AIM II Growth & Income
  14-Oct-96
    TO                      NO. YEARS   2.960
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   14-Oct-96  1000.00           7.178907 139.29697
          1 FEE            14-Oct-97 0.568228           9.697953   0.05859                            0.07
          2 FEE            14-Oct-98 0.568228           8.924356   0.06367                            0.07
          3 FEE            30-Sep-99 0.568228          12.618134   0.04503                            0.06
          4 FEE           N/A               0         N/A          0.00000                            0.06
          5 FEE           N/A               0         N/A          0.00000                            0.05
          6 FEE           N/A               0         N/A          0.00000                            0.04
          7 FEE           N/A               0         N/A          0.00000                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                   12.618134 139.12967  1755.5569

                                        2.960
  FORMULA:                           1000*(1+T)=       1755.5569
                                            =         1666.02348
                                          T =             18.82%    20.94%
                                          R =             66.60%


AIM II Global Utilities
  14-Oct-96
    TO                      NO. YEARS   2.960
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   14-Oct-96  1000.00           7.282180 137.32151
          1 FEE            14-Oct-97 0.568228           8.939721   0.06356                            0.07
          2 FEE            14-Oct-98 0.568228           9.545467   0.05953                            0.07
          3 FEE            30-Sep-99 0.568228          11.368869   0.04998                            0.06
          4 FEE           N/A               0         N/A          0.00000                            0.06
          5 FEE           N/A               0         N/A          0.00000                            0.05
          6 FEE           N/A               0         N/A          0.00000                            0.04
          7 FEE           N/A               0         N/A          0.00000                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                   11.368869 137.14844  1559.2227

                                        2.960
  FORMULA:                           1000*(1+T)=       1559.2227
                                            =         1479.702317
                                          T =             14.16%    16.19%
                                          R =             47.97%


AIM II Diversified Income
  14-Oct-96
    TO                      NO. YEARS   2.960
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   14-Oct-96  1000.00           8.604034 116.22455
          1 FEE            14-Oct-97 0.568228           9.539480   0.05957                            0.07
          2 FEE            14-Oct-98 0.568228           9.638138   0.05896                            0.07
          3 FEE            30-Sep-99 0.568228           9.576869   0.05933                            0.06
          4 FEE           N/A               0         N/A          0.00000                            0.06
          5 FEE           N/A               0         N/A          0.00000                            0.05
          6 FEE           N/A               0         N/A          0.00000                            0.04
          7 FEE           N/A               0         N/A          0.00000                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                    9.576869 116.04669  1111.3640

                                        2.960
  FORMULA:                           1000*(1+T)=       1111.3640
                                            =         1054.684412
                                          T =              1.82%     3.63%
                                          R =              5.47%


AIM II Government Securities
  14-Oct-96
    TO                      NO. YEARS   2.960
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   14-Oct-96  1000.00           9.003654 111.06602
          1 FEE            14-Oct-97 0.568228           9.578827   0.05932                            0.07
          2 FEE            14-Oct-98 0.568228          10.377358   0.05476                            0.07
          3 FEE            30-Sep-99 0.568228          10.188007   0.05577                            0.06
          4 FEE           N/A               0         N/A          0.00000                            0.06
          5 FEE           N/A               0         N/A          0.00000                            0.05
          6 FEE           N/A               0         N/A          0.00000                            0.04
          7 FEE           N/A               0         N/A          0.00000                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                   10.188007 110.89617  1129.8109

                                        2.960
  FORMULA:                           1000*(1+T)=       1129.8109
                                            =         1072.190574
                                          T =              2.38%     4.21%
                                          R =              7.22%


AIM II Money Market
  14-Oct-96
    TO                      NO. YEARS   2.960
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   14-Oct-96  1000.00           9.382945 106.57634
          1 FEE            14-Oct-97 0.568228           9.751189   0.05827                            0.07
          2 FEE            14-Oct-98 0.568228          10.145212   0.05601                            0.07
          3 FEE            30-Sep-99 0.568228          10.479499   0.05422                            0.06
          4 FEE           N/A               0         N/A          0.00000                            0.06
          5 FEE           N/A               0         N/A          0.00000                            0.05
          6 FEE           N/A               0         N/A          0.00000                            0.04
          7 FEE           N/A               0         N/A          0.00000                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                   10.479499 106.40784  1115.1008

                                        2.960
  FORMULA:                           1000*(1+T)=       1115.1008
                                            =         1058.23069
                                          T =              1.93%     3.75%
                                          R =              5.82%


AIM II Balanced
  01-May-98
    TO                      NO. YEARS   1.415
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   01-May-98  1000.00          10.070079  99.30409
          1 FEE            01-May-99 0.568228          11.782853   0.04822                            0.07
          2 FEE            30-Sep-99 0.568228          11.557622   0.04916                            0.07
          3 FEE           N/A               0         N/A          0.00000                            0.06
          4 FEE           N/A               0         N/A          0.00000                            0.06
          5 FEE           N/A               0         N/A          0.00000                            0.05
          6 FEE           N/A               0         N/A          0.00000                            0.04
          7 FEE           N/A               0         N/A          0.00000                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                   11.557622  99.20670  1146.5935

                                        1.415
  FORMULA:                           1000*(1+T)=       1146.5935
                                            =         1078.371186
                                          T =              5.48%    10.15%
                                          R =              7.84%


AIM II High Yield
  01-May-98
    TO                      NO. YEARS   1.415
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   01-May-98  1000.00           9.930282 100.70208
          1 FEE            01-May-99 0.568228           9.742539   0.05832                            0.07
          2 FEE            30-Sep-99 0.568228           9.493560   0.05985                            0.07
          3 FEE           N/A               0         N/A          0.00000                            0.06
          4 FEE           N/A               0         N/A          0.00000                            0.06
          5 FEE           N/A               0         N/A          0.00000                            0.05
          6 FEE           N/A               0         N/A          0.00000                            0.04
          7 FEE           N/A               0         N/A          0.00000                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                    9.493560 100.58390   954.8993

                                        1.415
  FORMULA:                           1000*(1+T)=        954.8993
                                            =         898.0827747
                                          T =             -7.31%    -3.21%
                                          R =            -10.19%


AIM II Capital Development
  01-May-98
    TO                      NO. YEARS   1.415
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   01-May-98  1000.00          10.797954  92.61014
          1 FEE            01-May-99 0.568228           9.384805   0.06055                            0.07
          2 FEE            30-Sep-99 0.568228           9.790042   0.05804                            0.07
          3 FEE           N/A               0         N/A          0.00000                            0.06
          4 FEE           N/A               0         N/A          0.00000                            0.06
          5 FEE           N/A               0         N/A          0.00000                            0.05
          6 FEE           N/A               0         N/A          0.00000                            0.04
          7 FEE           N/A               0         N/A          0.00000                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                    9.790042  92.49155   905.4961

                                        1.415
  FORMULA:                           1000*(1+T)=        905.4961
                                            =         851.6191025
                                          T =            -10.73%    -6.77%
                                          R =            -14.84%


AIM II Aggressive Growth
  01-May-98
    TO                      NO. YEARS   1.415
  30-Sep-99
             TRANSACTION     DATE    $ VALUE          UNIT VALUE NO. UNITS END VALUE  SURRENDER CHARGES

          0 INIT DEPOSIT   01-May-98  1000.00          10.740024  93.10966
          1 FEE            01-May-99 0.568228          10.383786   0.05472                            0.07
          2 FEE            30-Sep-99 0.568228          11.697187   0.04858                            0.07
          3 FEE           N/A               0         N/A          0.00000                            0.06
          4 FEE           N/A               0         N/A          0.00000                            0.06
          5 FEE           N/A               0         N/A          0.00000                            0.05
          6 FEE           N/A               0         N/A          0.00000                            0.04
          7 FEE           N/A               0         N/A          0.00000                            0.03
          8 FEE           N/A               0         N/A          0.00000                               0
          9 FEE           N/A               0         N/A          0.00000                               0
         10 FEE           N/A               0         N/A          0.00000                               0
         11 FEE           N/A               0         N/A          0.00000                               0
         12 FEE           N/A               0         N/A          0.00000                               0
         13 FEE           N/A               0         N/A          0.00000                               0
         14 FEE           N/A               0         N/A          0.00000                               0
         15 FEE           N/A               0         N/A          0.00000                               0

     RESULTING VALUE       30-Sep-99                   11.697187  93.00636  1087.9128

                                        1.415
  FORMULA:                           1000*(1+T)=       1087.9128
                                            =         1023.182012
                                          T =              1.63%     6.13%
                                          R =              2.32%

<PAGE>
           1yr ago:         9/30/98
           Date:            9/30/99


AIM II MM
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00           10.130837   98.70853
         1 FEE            30-Sep-99 0.568228           10.479499    0.05422               0.07

     RESULTING VALUE      30-Sep-99                    10.479499   98.65430  1033.8477

                                       1.000
  FORMULA:                          1000*(1+T)=        1033.8477
                                           =         1033.847685
                                         T =               3.38%      3.38%
                                         R =               3.38%


AIM II GOV
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00           10.445316   95.73669
         1 FEE            30-Sep-99 0.568228           10.188007    0.05577               0.07

     RESULTING VALUE      30-Sep-99                    10.188007   95.68092   974.7979

                                       1.000
  FORMULA:                          1000*(1+T)=         974.7979
                                           =         974.7978596
                                         T =              -2.52%     -2.52%
                                         R =              -2.52%


AIM II DINC
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00            9.845379  101.57049
         1 FEE            30-Sep-99 0.568228            9.576869    0.05933               0.07

     RESULTING VALUE      30-Sep-99                     9.576869  101.51116   972.1591

                                       1.000
  FORMULA:                          1000*(1+T)=         972.1591
                                           =          972.159079
                                         T =              -2.78%     -2.78%
                                         R =              -2.78%


AIM II GUTL
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00            9.659197  103.52827
         1 FEE            30-Sep-99 0.568228           11.368869    0.04998               0.07

     RESULTING VALUE      30-Sep-99                    11.368869  103.47829  1176.4312

                                       1.000
  FORMULA:                          1000*(1+T)=        1176.4312
                                           =          1106.43351
                                         T =              10.64%     17.64%
                                         R =              10.64%


AIM II GI
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00            9.263664  107.94865
         1 FEE            30-Sep-99 0.568228           12.618134    0.04503               0.07

     RESULTING VALUE      30-Sep-99                    12.618134  107.90361  1361.5423

                                       1.000
  FORMULA:                          1000*(1+T)=        1361.5423
                                           =         1280.530507
                                         T =              28.05%     36.15%
                                         R =              28.05%


AIM II VALUE
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00            9.272029  107.85126
         1 FEE            30-Sep-99 0.568228           12.853109    0.04421               0.07

     RESULTING VALUE      30-Sep-99                    12.853109  107.80705  1385.6558

                                       1.000
  FORMULA:                          1000*(1+T)=        1385.6558
                                           =         1303.209241
                                         T =              30.32%     38.57%
                                         R =              30.32%


AIM II INTL
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00            8.600700  116.26961
         1 FEE            30-Sep-99 0.568228           10.484581    0.05420               0.07

     RESULTING VALUE      30-Sep-99                    10.484581  116.21541  1218.4699

                                       1.000
  FORMULA:                          1000*(1+T)=        1218.4699
                                           =         1145.970916
                                         T =              14.60%     21.85%
                                         R =              14.60%


AIM II GROW
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00            9.277355  107.78934
         1 FEE            30-Sep-99 0.568228           12.942547    0.04390               0.07

     RESULTING VALUE      30-Sep-99                    12.942547  107.74544  1394.5004

                                       1.000
  FORMULA:                          1000*(1+T)=        1394.5004
                                           =         1311.527635
                                         T =              31.15%     39.45%
                                         R =              31.15%


AIM II CAP
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00            8.923141  112.06816
         1 FEE            30-Sep-99 0.568228           11.659396    0.04874               0.07

     RESULTING VALUE      30-Sep-99                    11.659396  112.01943  1306.0788

                                       1.000
  FORMULA:                          1000*(1+T)=        1306.0788
                                           =         1228.367146
                                         T =              22.84%     30.61%
                                         R =              22.84%


AIM II BALANCED
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00           10.054127   99.46164
         1 FEE            30-Sep-99 0.568228           11.557622    0.04916               0.07

     RESULTING VALUE      30-Sep-99                    11.557622   99.41248  1148.9719

                                       1.000
  FORMULA:                          1000*(1+T)=        1148.9719
                                           =         1080.608031
                                         T =               8.06%     14.90%
                                         R =               8.06%


AIM II HIGH YIELD
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00            9.015861  110.91564
         1 FEE            30-Sep-99 0.568228            9.493560    0.05985               0.07

     RESULTING VALUE      30-Sep-99                     9.493560  110.85579  1052.4161

                                       1.000
  FORMULA:                          1000*(1+T)=        1052.4161
                                           =          989.797307
                                         T =              -1.02%      5.24%
                                         R =              -1.02%


AIM II CAPITAL DEVELOPMENT
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00            8.340825  119.89222
         1 FEE            30-Sep-99 0.568228            9.790042    0.05804               0.07

     RESULTING VALUE      30-Sep-99                     9.790042  119.83418  1173.1816

                                       1.000
  FORMULA:                          1000*(1+T)=        1173.1816
                                           =         1103.377305
                                         T =              10.34%     17.32%
                                         R =              10.34%


AIM II AGGRESSIVE GROWTH
 30-Sep-98
    TO                     NO. YEARS   1.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-98  1000.00            8.648888  115.62180
         1 FEE            30-Sep-99 0.568228           11.697187    0.04858               0.07

     RESULTING VALUE      30-Sep-99                    11.697187  115.57322  1351.8816

                                       1.000
  FORMULA:                          1000*(1+T)=        1351.8816
                                           =         1271.444635
                                         T =              27.14%     35.19%

<PAGE>
           3 yr ago:        9/30/96
           2 yr ago:        9/30/97
           1 yr ago:        9/30/98
           Date:            9/30/99

AIM II MM
 30-Sep-96
    TO                     NO. YEARS   3.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            9.369555  106.72865
         1 FEE            30-Sep-97 0.568228            9.736516    0.05836               0.07
         2 FEE            30-Sep-98 0.568228           10.130837    0.05609               0.07
         3 FEE            30-Sep-99 0.568228           10.479499    0.05422               0.06

     RESULTING VALUE      30-Sep-99                    10.479499  106.55998  1116.6952

                                       3.000
  FORMULA:                          1000*(1+T)=        1116.6952
                                           =         1059.743726
                                         T =               1.95%      3.75%
                                         R =               5.97%


AIM II GOV
 30-Sep-96
    TO                     NO. YEARS   3.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            8.937002  111.89434
         1 FEE            30-Sep-97 0.568228            9.555330    0.05947               0.07
         2 FEE            30-Sep-98 0.568228           10.445316    0.05440               0.07
         3 FEE            30-Sep-99 0.568228           10.188007    0.05577               0.06

     RESULTING VALUE      30-Sep-99                    10.188007  111.72470  1138.2521

                                       3.000
  FORMULA:                          1000*(1+T)=        1138.2521
                                           =         1080.201196
                                         T =               2.60%      4.41%
                                         R =               8.02%


AIM II DINC
 30-Sep-96
    TO                     NO. YEARS   3.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            8.510391  117.50342
         1 FEE            30-Sep-97 0.568228            9.483643    0.05992               0.07
         2 FEE            30-Sep-98 0.568228            9.845379    0.05772               0.07
         3 FEE            30-Sep-99 0.568228            9.576869    0.05933               0.06

     RESULTING VALUE      30-Sep-99                     9.576869  117.32645  1123.6200

                                       3.000
  FORMULA:                          1000*(1+T)=        1123.6200
                                           =         1066.315425
                                         T =               2.16%      3.96%
                                         R =               6.63%


AIM II GUTL
 30-Sep-96
    TO                     NO. YEARS   3.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            7.171408  139.44263
         1 FEE            30-Sep-97 0.568228            8.832618    0.06433               0.07
         2 FEE            30-Sep-98 0.568228            9.659197    0.05883               0.07
         3 FEE            30-Sep-99 0.568228           11.368869    0.04998               0.06

     RESULTING VALUE      30-Sep-99                    11.368869  139.26949  1583.3366

                                       3.000
  FORMULA:                          1000*(1+T)=        1583.3366
                                           =         1502.586445
                                         T =              14.54%     16.55%
                                         R =              50.26%


AIM II GI
 30-Sep-96
    TO                     NO. YEARS   3.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            7.044563  141.95345
         1 FEE            30-Sep-97 0.568228            9.485998    0.05990               0.07
         2 FEE            30-Sep-98 0.568228            9.263664    0.06134               0.07
         3 FEE            30-Sep-99 0.568228           12.618134    0.04503               0.06

     RESULTING VALUE      30-Sep-99                    12.618134  141.78717  1789.0896

                                       3.000
  FORMULA:                          1000*(1+T)=        1789.0896
                                           =         1697.845998
                                         T =              19.30%     21.40%
                                         R =              69.78%


AIM II VALUE
 30-Sep-96
    TO                     NO. YEARS   3.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            6.852227  145.93796
         1 FEE            30-Sep-97 0.568228            9.135709    0.06220               0.07
         2 FEE            30-Sep-98 0.568228            9.272029    0.06128               0.07
         3 FEE            30-Sep-99 0.568228           12.853109    0.04421               0.06

     RESULTING VALUE      30-Sep-99                    12.853109  145.77027  1873.6012

                                       3.000
  FORMULA:                          1000*(1+T)=        1873.6012
                                           =         1778.047543
                                         T =              21.15%     23.28%
                                         R =              77.80%


AIM II INTL
 30-Sep-96
    TO                     NO. YEARS   3.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            7.574466  132.02251
         1 FEE            30-Sep-97 0.568228            9.179599    0.06190               0.07
         2 FEE            30-Sep-98 0.568228            8.600700    0.06607               0.07
         3 FEE            30-Sep-99 0.568228           10.484581    0.05420               0.06

     RESULTING VALUE      30-Sep-99                    10.484581  131.84035  1382.2908

                                       3.000
  FORMULA:                          1000*(1+T)=        1382.2908
                                           =         1311.793954
                                         T =               9.47%     11.40%
                                         R =              31.18%


AIM II GROW
 30-Sep-96
    TO                     NO. YEARS   3.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            6.842274  146.15025
         1 FEE            30-Sep-97 0.568228            9.069998    0.06265               0.07
         2 FEE            30-Sep-98 0.568228            9.277355    0.06125               0.07
         3 FEE            30-Sep-99 0.568228           12.942547    0.04390               0.06

     RESULTING VALUE      30-Sep-99                    12.942547  145.98245  1889.3847

                                       3.000
  FORMULA:                          1000*(1+T)=        1889.3847
                                           =         1793.026046
                                         T =              21.49%     23.63%
                                         R =              79.30%


AIM II CAP
 31-Dec-93
    TO                     NO. YEARS   3.000
 31-Dec-96
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            8.269327  120.92882
         1 FEE            30-Sep-97 0.568228           10.224507    0.05558               0.07
         2 FEE            30-Sep-98 0.568228            8.923141    0.06368               0.07
         3 FEE            30-Sep-99 0.568228           11.659396    0.04874               0.06

     RESULTING VALUE      30-Sep-99                    11.659396  120.76083  1407.9983

                                       3.000
  FORMULA:                          1000*(1+T)=        1407.9983
                                           =         1336.190393
                                         T =              10.14%     12.08%
                                         R =              33.62%


AIM II Balanced
 31-Dec-93
    TO                     NO. YEARS   3.000
 31-Dec-96
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            #N/A        #N/A
         1 FEE            30-Sep-97 0.568228            #N/A        #N/A                  0.07
         2 FEE            30-Sep-98 0.568228           10.054127    0.05652               0.07
         3 FEE            30-Sep-99 0.568228           11.557622    0.04916               0.06

     RESULTING VALUE      30-Sep-99                    11.557622    #N/A       #N/A

                                       3.000
  FORMULA:                          1000*(1+T)=         #N/A
                                           =            #N/A
                                         T =            #N/A        #N/A
                                         R =            #N/A


AIM II High Yield
 31-Dec-93
    TO                     NO. YEARS   3.000
 31-Dec-96
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            #N/A        #N/A
         1 FEE            30-Sep-97 0.568228            #N/A        #N/A                  0.07
         2 FEE            30-Sep-98 0.568228            9.015861    0.06303               0.07
         3 FEE            30-Sep-99 0.568228            9.493560    0.05985               0.06

     RESULTING VALUE      30-Sep-99                     9.493560    #N/A       #N/A

                                       3.000
  FORMULA:                          1000*(1+T)=         #N/A
                                           =            #N/A
                                         T =            #N/A        #N/A
                                         R =            #N/A


AIM II Capital Development
 31-Dec-93
    TO                     NO. YEARS   3.000
 31-Dec-96
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            #N/A        #N/A
         1 FEE            30-Sep-97 0.568228            #N/A        #N/A                  0.07
         2 FEE            30-Sep-98 0.568228            8.340825    0.06813               0.07
         3 FEE            30-Sep-99 0.568228            9.790042    0.05804               0.06

     RESULTING VALUE      30-Sep-99                     9.790042    #N/A       #N/A

                                       3.000
  FORMULA:                          1000*(1+T)=         #N/A
                                           =            #N/A
                                         T =            #N/A        #N/A
                                         R =            #N/A


AIM II Aggressive Growth
 31-Dec-93
    TO                     NO. YEARS   3.000
 31-Dec-96
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   30-Sep-96  1000.00            #N/A        #N/A
         1 FEE            30-Sep-97 0.568228            #N/A        #N/A                  0.07
         2 FEE            30-Sep-98 0.568228            8.648888    0.06570               0.07
         3 FEE            30-Sep-99 0.568228           11.697187    0.04858               0.06

     RESULTING VALUE      30-Sep-99                    11.697187    #N/A       #N/A

                                       3.000
  FORMULA:                          1000*(1+T)=         #N/A
                                           =            #N/A
                                         T =            #N/A        #N/A
                                         R =            #N/A

<PAGE>

           5 Yr Ago:        9/29/94
           4 yr Ago:        9/30/95
           3 yr ago:        9/30/96
           2 yr ago:        9/30/97
           1 yr ago:        9/30/98
           Date:            9/30/99

AIM II MM
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            8.641546  115.72003
         1 FEE            30-Sep-95 0.568228            9.026517    0.06295               0.07
         2 FEE            30-Sep-96 0.568228            9.369555    0.06065               0.07
         3 FEE            30-Sep-97 0.568228            9.736516    0.05836               0.06
         4 FEE            30-Sep-98 0.568228           10.130837    0.05609               0.06
         5 FEE            30-Sep-99 0.568228           10.479499    0.05422               0.05

     RESULTING VALUE      30-Sep-99                    10.479499  115.55136  1210.9203

                                       5.000
  FORMULA:                          1000*(1+T)=        1210.9203
                                           =         1159.456207
                                         T =               3.00%      3.90%
                                         R =              15.95%

AIM II GOV
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            7.912806  126.37741
         1 FEE            30-Sep-95 0.568228            8.705988    0.06527               0.07
         2 FEE            31-Aug-95 0.568228            8.644851    0.06573               0.07
         3 FEE            30-Sep-97 0.568228            9.555330    0.05947               0.06
         4 FEE            30-Sep-98 0.568228           10.445316    0.05440               0.06
         5 FEE            30-Sep-99 0.568228           10.188007    0.05577               0.05

     RESULTING VALUE      30-Sep-99                    10.188007  126.20777  1285.8057

                                       5.000
  FORMULA:                          1000*(1+T)=        1285.8057
                                           =         1231.158935
                                         T =               4.25%      5.16%
                                         R =              23.12%

AIM II DINC
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            7.036223  142.12170
         1 FEE            30-Sep-95 0.568228            7.908264    0.07185               0.07
         2 FEE            31-Aug-95 0.568228            7.783638    0.07300               0.07
         3 FEE            30-Sep-97 0.568228            9.483643    0.05992               0.06
         4 FEE            30-Sep-98 0.568228            9.845379    0.05772               0.06
         5 FEE            30-Sep-99 0.568228            9.576869    0.05933               0.05

     RESULTING VALUE      30-Sep-99                     9.576869  141.94474  1359.3862

                                       5.000
  FORMULA:                          1000*(1+T)=        1359.3862
                                           =         1301.612249
                                         T =               5.41%      6.33%
                                         R =              30.16%

AIM II GUTL
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            5.672160  176.29969
         1 FEE            30-Sep-95 0.568228            6.627211    0.08574               0.07
         2 FEE            31-Aug-95 0.568228            6.365776    0.08926               0.07
         3 FEE            30-Sep-97 0.568228            8.832618    0.06433               0.06
         4 FEE            30-Sep-98 0.568228            9.659197    0.05883               0.06
         5 FEE            30-Sep-99 0.568228           11.368869    0.04998               0.05

     RESULTING VALUE      30-Sep-99                    11.368869  176.12655  2002.3596

                                       5.000
  FORMULA:                          1000*(1+T)=        2002.3596
                                           =         1917.259351
                                         T =              13.90%     14.90%
                                         R =              91.73%

AIM II GI
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            4.833391  206.89409
         1 FEE            30-Sep-95 0.568228            6.249313    0.09093               0.07
         2 FEE            31-Aug-95 0.568228            5.983021    0.09497               0.07
         3 FEE            30-Sep-97 0.568228            9.485998    0.05990               0.06
         4 FEE            30-Sep-98 0.568228            9.263664    0.06134               0.06
         5 FEE            30-Sep-99 0.568228           12.618134    0.04503               0.05

     RESULTING VALUE      30-Sep-99                    12.618134  206.72782  2608.5193

                                       5.000
  FORMULA:                          1000*(1+T)=        2608.5193
                                           =         2497.657211
                                         T =              20.09%     21.14%
                                         R =             149.77%

AIM II VALUE
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            4.819044  207.51005
         1 FEE            30-Sep-95 0.568228            6.559933    0.08662               0.07
         2 FEE            31-Aug-95 0.568228            6.324854    0.08984               0.07
         3 FEE            30-Sep-97 0.568228            9.135709    0.06220               0.06
         4 FEE            30-Sep-98 0.568228            9.272029    0.06128               0.06
         5 FEE            30-Sep-99 0.568228           12.853109    0.04421               0.05

     RESULTING VALUE      30-Sep-99                    12.853109  207.34236  2664.9940

                                       5.000
  FORMULA:                          1000*(1+T)=        2664.9940
                                           =         2551.731738
                                         T =              20.61%     21.66%
                                         R =             155.17%

AIM II INTL
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            6.042393  165.49736
         1 FEE            30-Sep-95 0.568228            6.573935    0.08644               0.07
         2 FEE            31-Aug-95 0.568228            6.460951    0.08795               0.07
         3 FEE            30-Sep-97 0.568228            9.179599    0.06190               0.06
         4 FEE            30-Sep-98 0.568228            8.600700    0.06607               0.06
         5 FEE            30-Sep-99 0.568228           10.484581    0.05420               0.05

     RESULTING VALUE      30-Sep-99                    10.484581  165.31519  1733.2605

                                       5.000
  FORMULA:                          1000*(1+T)=        1733.2605
                                           =         1659.596947
                                         T =              10.66%     11.63%
                                         R =              65.96%

AIM II GROW
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            4.598378  217.46801
         1 FEE            30-Sep-95 0.568228            6.188729    0.09182               0.07
         2 FEE            31-Aug-95 0.568228            5.974412    0.09511               0.07
         3 FEE            30-Sep-97 0.568228            9.069998    0.06265               0.06
         4 FEE            30-Sep-98 0.568228            9.277355    0.06125               0.06
         5 FEE            30-Sep-99 0.568228           12.942547    0.04390               0.05

     RESULTING VALUE      30-Sep-99                    12.942547  217.30020  2812.4181

                                       5.000
  FORMULA:                          1000*(1+T)=        2812.4181
                                           =         2692.890334
                                         T =              21.91%     22.97%
                                         R =             169.29%

AIM II CAP
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            5.323774  187.83667
         1 FEE            30-Sep-95 0.568228            7.460865    0.07616               0.07
         2 FEE            31-Aug-95 0.568228            7.215411    0.07875               0.07
         3 FEE            30-Sep-97 0.568228           10.224507    0.05558               0.06
         4 FEE            30-Sep-98 0.568228            8.923141    0.06368               0.06
         5 FEE            30-Sep-99 0.568228           11.659396    0.04874               0.05

     RESULTING VALUE      30-Sep-99                    11.659396  187.66868  2188.1034

                                       5.000
  FORMULA:                          1000*(1+T)=        2188.1034
                                           =         2095.109039
                                         T =              15.94%     16.95%
                                         R =             109.51%

AIM II Balanced
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            #N/A        #N/A
         1 FEE            30-Sep-95 0.568228            #N/A        #N/A                  0.07
         2 FEE            31-Aug-95 0.568228            #N/A        #N/A                  0.07
         3 FEE            30-Sep-97 0.568228            #N/A        #N/A                  0.06
         4 FEE            30-Sep-98 0.568228           10.054127    0.05652               0.06
         5 FEE            30-Sep-99 0.568228           11.557622    0.04916               0.05

     RESULTING VALUE      30-Sep-99                    11.557622    #N/A       #N/A

                                       5.000
  FORMULA:                          1000*(1+T)=         #N/A
                                           =            #N/A
                                         T =            #N/A        #N/A
                                         R =            #N/A

AIM II High Yield
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            #N/A        #N/A
         1 FEE            30-Sep-95 0.568228            #N/A        #N/A                  0.07
         2 FEE            31-Aug-95 0.568228            #N/A        #N/A                  0.07
         3 FEE            30-Sep-97 0.568228            #N/A        #N/A                  0.06
         4 FEE            30-Sep-98 0.568228            9.015861    0.06303               0.06
         5 FEE            30-Sep-99 0.568228            9.493560    0.05985               0.05

     RESULTING VALUE      30-Sep-99                     9.493560    #N/A       #N/A

                                       5.000
  FORMULA:                          1000*(1+T)=         #N/A
                                           =            #N/A
                                         T =            #N/A        #N/A
                                         R =            #N/A

AIM II Cap Dev
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            #N/A        #N/A
         1 FEE            30-Sep-95 0.568228            #N/A        #N/A                  0.07
         2 FEE            31-Aug-95 0.568228            #N/A        #N/A                  0.07
         3 FEE            30-Sep-97 0.568228            #N/A        #N/A                  0.06
         4 FEE            30-Sep-98 0.568228            8.340825    0.06813               0.06
         5 FEE            30-Sep-99 0.568228            9.790042    0.05804               0.05

     RESULTING VALUE      30-Sep-99                     9.790042    #N/A       #N/A

                                       5.000
  FORMULA:                          1000*(1+T)=         #N/A
                                           =            #N/A
                                         T =            #N/A        #N/A
                                         R =            #N/A

AIM II Aggr Gro
 29-Sep-94
    TO                     NO. YEARS   5.000
 30-Sep-99
            TRANSACTION     DATE    $ VALUE          UNIT VALUE  NO. UNITS  END VALUE  SURRENDER CHARGES

         0 INIT DEPOSIT   29-Sep-94  1000.00            #N/A        #N/A
         1 FEE            30-Sep-95 0.568228            #N/A        #N/A                  0.07
         2 FEE            31-Aug-95 0.568228            #N/A        #N/A                  0.07
         3 FEE            30-Sep-97 0.568228            #N/A        #N/A                  0.06
         4 FEE            30-Sep-98 0.568228            8.648888    0.06570               0.06
         5 FEE            30-Sep-99 0.568228           11.697187    0.04858               0.05

     RESULTING VALUE      30-Sep-99                    11.697187    #N/A       #N/A

                                       5.000
  FORMULA:                          1000*(1+T)=         #N/A
                                           =            #N/A
                                         T =            #N/A        #N/A
                                         R =            #N/A

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>              <C>         <C>          <C>           <C>          <C>            <C>         <C>          <C>
Today            9/30/99      8/31/99     12/31/98      9/30/98      9/30/97        9/30/96     9/30/95      9/29/94
One Month Ago    8/31/99
End of last year12/31/98
One year Ago     9/30/98
Two Years Ago    9/30/97
Three Years ago  9/30/96
Four Years Ago   9/30/95
Five Years Ago   9/29/94

AUVS
                Today    One Month AgoEnd of last yOne year Ago Two Years AgoThree Years agoInception   Five Yeas Ago
                -----------------------------------------------------------------------------------------------------
AIM II CAP      11.659396    11.59167    11.037361     8.923141  10.22450713    8.269327478 8.403193395  5.323774132
AIM II GROW     12.942547   12.845381    11.824071     9.277355  9.069998287    6.842273731 6.981368269  4.598377566
AIM II INTL     10.484581    10.26889     9.673748       8.6007  9.179598758     7.57446584 7.590858081  6.042392562
AIM II VALUE    12.853109   12.829184    11.746511     9.272029  9.135709482     6.85222657 6.972296641  4.819043605
AIM II G&I      12.618134   12.790728     11.68426     9.263664  9.485998306    7.044562938 7.178906962  4.833390852
AIM II GUTL     11.368869   11.391505    10.803113     9.659197  8.832618172    7.171407861 7.282180126  5.672159776
AIM II DINC     9.576869     9.513866     9.872585     9.845379  9.483642693    8.510390898   8.6040343  7.036223022
AIM II GOV      10.188007   10.095527    10.705783    10.445316  9.555330493    8.937002211 9.003653901  7.912806276
AIM II MM       10.479499   10.448406    10.221009    10.130837  9.736515977    9.369555409 9.382945332  8.641546448
AIM II BAL      11.557622    11.55801    11.298111    10.054127     #N/A          #N/A      10.07007905     #N/A
AIM II HY        9.49356     9.614538       9.0985     9.015861     #N/A          #N/A      9.930281711     #N/A
AIM II CAPD     9.790042     9.531731      9.91399     8.340825     #N/A          #N/A      10.79795421     #N/A
AIM II AGG      11.697187   11.356512    10.560784     8.648888     #N/A          #N/A       10.7400237     #N/A

Returns
                  MTD        YTD        One Year   Three Year Tot3 Yr. AVG   Inception Tot. Inception AVFive Year Avg
                  ---        ---        --------   -----------------------   -------------- -------------------------
AIM II CAP       0.58%      5.64%        30.66%       41.00%       12.13%        38.75%       11.70%       10.88%
AIM II GROW      0.76%      9.46%        39.51%       89.16%       23.67%        85.39%       23.19%       15.07%
AIM II INTL      2.10%      8.38%        21.90%       38.42%       11.45%        38.12%       11.53%       7.32%
AIM II VALUE     0.19%      9.42%        38.62%       87.58%       23.33%        84.35%       22.96%       13.98%
AIM II G&I       -1.35%     7.99%        36.21%       79.12%       21.45%        75.77%       20.99%       13.90%
AIM II GUTL      -0.20%     5.24%        17.70%       58.53%       16.60%        56.12%       16.24%       11.23%
AIM II DINC      0.66%      -3.00%       -2.73%       12.53%       4.01%         11.31%        3.69%       6.95%
AIM II GOV       0.92%      -4.84%       -2.46%       14.00%       4.46%         13.15%        4.26%       5.71%
AIM II MM        0.30%      2.53%        3.44%        11.85%       3.80%         11.69%        3.81%       3.23%
AIM II BAL       0.00%      2.30%        14.95%        #N/A         #N/A         14.77%       10.22%        #N/A
AIM II HY        -1.26%     4.34%        5.30%         #N/A         #N/A         -4.40%       -3.13%        #N/A
AIM II CAPD      2.71%      -1.25%       17.37%        #N/A         #N/A         -9.33%       -6.69%        #N/A
AIM II AGG       3.00%      10.76%       35.24%        #N/A         #N/A         8.91%         6.22%        #N/A
</TABLE>






                                Power of Attorney

         With Respect to the Allstate Life Insurance Company of New York
      Filing on Form N-4 for Allstate Life of New York Separate Account A

     Know all men by these  presents  that  Samuel  H.  Pilch,  whose  signature
appears  below,  constitutes  and  appoints  Louis G. Lower,  II, and Michael J.
Velotta, and each of them, his attorney-in-fact, with power of substitution, and
herein  any  and  all  capacities,  to  sign  any  registration  statements  and
amendments thereto for the Form N-4 Allstate Life of New York Separate Account A
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.

Date: November 10, 1999

/s/ SAMUEL H. PILCH
- ----------------------------
Samuel H. Pilch



<PAGE>


                                Power of Attorney

         With Respect to the Allstate Life Insurance Company of New York
      Filing on Form N-4 for Allstate Life of New York Separate Account A

     Know all men by these  presents  that  Joseph  J.  Richardson,  Jr.,  whose
signature  appears  below,  constitutes  and  appoints  Louis G. Lower,  II, and
Michael  J.  Velotta,  and each of them,  his  attorney-in-fact,  with  power of
substitution,  and  herein  any and all  capacities,  to sign  any  registration
statements  and  amendments  thereto for the Form N-4 Allstate  Life of New York
Separate  Account  A 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.

Date: November 10, 1999

/s/ JOSEPH J. RICHARDSON, JR.
- ----------------------------
Joseph J. Richardson, Jr.




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