As filed  with  the  Securities  and  Exchange  Commission  on  April  26,  2007
- -------------------------------------------------------------------------------
                               FILE NO. 333-132994

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 3
                                       TO

                                    FORM S-3

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         ALLSTATE LIFE INSURANCE COMPANY
                           (Exact Name of Registrant)


                               ILLINOIS 36-2554642
                (State or Other Jurisdiction of (I.R.S. Employer
              Incorporation or Organization) Identification Number)


                                3100 SANDERS ROAD
                           NORTHBROOK, ILLINOIS 60062
                                  847/402-5000

            (Address and Phone Number of Principal Executive Office)


                               MICHAEL J. VELOTTA
              SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                         ALLSTATE LIFE INSURANCE COMPANY
                          3100 SANDERS ROAD, SUITE J5B
                           NORTHBROOK, ILLINOIS 60062
                                  847/402-5000

       (Name, Complete Address and Telephone Number of Agent for Service)

                                   COPIES TO:

                               ALLEN R. REED, ESQUIRE
                         ALLSTATE LIFE INSURANCE COMPANY
                          3100 SANDERS ROAD, SUITE J5B
                              NORTHBROOK, IL 60062


Approximate date of commencement of proposed sale to the public: The annuity
contracts and interests thereunder covered by this registration statement are to
be issued promptly and from time to time after the effective date of this
registration statement.

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


                                Explanatory Note

Registrant  is  filing  this  post-effective  amendment  ("Amendment")  to add a
corrected  Exhibit  24(b)  to the  registration  statement.  The  Exhibit  24(b)
replaces  the  Exhibit  24(b)filed  in  Post-Effective  Amendment  No.  2 to the
registration statement on April 19, 2007 ("Post-Effective Amendment No. 2"). The
prospectus  describing the Contract filed in  Post-Effective  Amendment No. 2 is
incorporated  herein by  reference.  The  Amendment  is not intended to amend or
delete any part of the  registration  statement,  except as  specifically  noted
herein.




                                       PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Part II is hereby  amended to replace the Exhibit 24(b) filed in  Post-Effective
Amendment No. 2 with the following:

ITEM 16.  EXHIBITS.

(24) (b) Powers of Attorney for Michael B. Boyle, James W. Hohmann, George E.
Ruebenson and Thomas J. Wilson, II filed herewith.



                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the
Township of Northfield, State of Illinois on the 25th  day of April, 2007.

                         ALLSTATE LIFE INSURANCE COMPANY
                                  (REGISTRANT)


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


Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on the 25th day of April, 2007.


*/DAVID A. BIRD                  Director and Senior Vice President
- -----------------------
David A. Bird

*/MICHAEL B. BOYLE               Director and Vice President
- -----------------------
Michael B. Boyle

*/DANNY L. HALE                  Director
- ----------------------
Danny L. Hale

*/JAMES E. HOHMANN               Director, President and Chief Executive Officer
- -----------------------              (Principal Executive Director)
James E. Hohmann

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

*/SAMUEL H. PILCH                Controller and Group Vice President
- ------------------------          (Principal Accounting Officer)
Samuel H. Pilch

*/JOHN C. PINTOZZI               Director, Senior Vice President and Chief
- ------------------------         Financial Officer
John C. Pintozzi                  (Principal Financial Officer)

*/GEORGE E. RUEBENSON            Director
- -----------------------
George E. Ruebenson

*/ERIC A. SIMONSON               Director, Senior Vice President and Chief
- -------------------------        Investment Officer
Eric A. Simonson

*KEVIN R. SLAWIN                 Director and Senior Vice President
- -----------------------
Kevin R. Slawin


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

*DOUGLAS B. WELCH                Director and Senior Vice President
- -----------------------
Douglas B. Welch

*/THOMAS J. WILSON II            Director and Chairman of the Board
- -----------------------
Thomas J. Wilson II


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




                                  EXHIBIT LIST

The following exhibits are filed herewith:

Exhibit No.                Description


(24)(b)             Powers of Attorney for Michael B. Boyle, James E. Hohmann,
                    George E. Ruebenson and Thomas J. Wilson, II.