As filed with the Securities and Exchange Commission on April 25, 2002
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FILE NO. 333-61846

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

P.O. Box 9095
Farmingville, New York 11738-9095
516/451-5300

(Address and Phone Number of Principal Executive Office)

MICHAEL J. VELOTTA
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
847/402-2400

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

COPIES TO:

CHRISTOPHER S. PETITO, ESQUIRE JOANNE DERRIG, ESQUIRE
JORDEN BURT LLP ALFS, INC.
1025 THOMAS JEFFERSON ST. N.W. 3100 SANDERS ROAD, SUITE J5B
SUITE 400 EAST NORTHBROOK, IL 60062
WASHINGTON, D.C. 20007-0805

Approximate date of commencement of proposed sale to the Public: As soon as
practicable 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/

Calculation of Registration Fee

- ------------------------------- --------------------- --------------------- --------------------- -------------------
Proposed Maximum Proposed Maximum
Title of Each Class of Offering Price Per Aggregate Offering Amount of
Securities to Be Registered Amounts to be Unit Price Registration Fee
Registered
- ------------------------------- --------------------- --------------------- --------------------- -------------------
- ------------------------------- --------------------- --------------------- --------------------- -------------------

Deferred Annuity Contracts * * * *
and Participation Interest
Thereunder
- ------------------------------- --------------------- --------------------- --------------------- -------------------

These Contracts are not issued in predetermined amounts or units. A maximum
aggregate offering price of $75,000,000 was previously registered. No additional
amount of securities is being registered by this post effective amendment to the
registration statement.

THE AIM LIFETIME PLUS/SM /VARIABLE ANNUITY

ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
300 N. MILWAUKEE AVE., VERNON HILLS, IL 60061
TELEPHONE NUMBER: 1-800-692-4682
PROSPECTUS DATED MAY 1, 2002
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ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK ("ALLSTATE NEW YORK") has issued the
AIM Lifetime Plus/SM/ Variable Annuity, a group flexible premium deferred
variable annuity contract ("CONTRACT"). This prospectus contains information
about the Contract that you should know before investing. Please keep it for
future reference.

The Contract currently offers 19 investment alternatives ("INVESTMENT
ALTERNATIVES"). The investment alternatives include the fixed account ("FIXED
ACCOUNT") and 18 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:

AIM V.I. AGGRESSIVE GROWTH FUND AIM V.I. GLOBAL UTILITIES FUND
AIM V.I. BALANCED FUND AIM V.I. GOVERNMENT SECURITIES FUND
AIM V.I. BASIC VALUE FUND AIM V.I. GROWTH FUND
AIM V.I. BLUE CHIP FUND AIM V.I. HIGH YIELD FUND
AIM V.I. CAPITAL APPRECIATION FUND AIM V.I. INTERNATIONAL GROWTH FUND**
AIM V.I. CAPITAL DEVELOPMENT FUND AIM V.I. MID CAP CORE EQUITY FUND ***
AIM V.I. CORE EQUITY FUND* AIM V.I. MONEY MARKET FUND
AIM V.I. DENT DEMOGRAPHIC TRENDS FUND AIM V.I. NEW TECHNOLOGY FUND
AIM V.I. DIVERSIFIED INCOME FUND AIM V.I. PREMIER EQUITY FUND****

*Effective May 1, 2002, the Fund changed its name from AIM V.I. Growth and
Income Fund to AIM V.I. Core Equity Fund. We have made a corresponding change in
the name of the Variable Sub-Account that invests in that Fund.

**Effective May 1, 2002, the Fund changed its name from AIM V.I. International
Equity Fund to AIM V.I. International Growth Fund. We have made a corresponding
change in the name of the Variable Sub-Account that invests in that Fund

***Effective May 1, 2002, the Fund changed its name from AIM V.I. Mid Cap Equity
Fund to AIM V.I. Mid Cap Core Equity Fund. We have made a corresponding change
in the name of the Variable Sub-Account that invests in that Fund.

****Effective May 1, 2002, the Fund changed its name from AIM V.I. Value Fund to
AIM V.I. Premier Equity Fund. We have made a corresponding change in the name of
the Variable Sub-Account that invests in that Fund.

THE CONTRACTS MAY BE DISTRIBUTED THROUGH BROKER-DEALERS
IMPORTANT THAT HAVE RELATIONSHIPS WITH BANKS OR OTHER FINANCIAL
INSTITUTIONS OR BY EMPLOYEES OF SUCH BANKS. HOWEVER, THE
NOTICES 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.

WE (ALLSTATE NEW YORK) have filed a Statement of Additional Information, dated
May 1, 2002, with the Securities and Exchange Commission ("SEC"). It contains
more information about the Contract and is incorporated herein by reference,
which means it is legally a part of this prospectus. Its table of contents
appears on page C-1 of this prospectus. For a free copy, please write or call us
at the address or telephone number above, or go to the SEC's Web site (http://
www.sec.gov) You can find other information and documents about us, including
documents that are legally part of this

prospectus, at the SEC's Web site.

TABLE OF CONTENTS
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PAGE

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OVERVIEW
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Important Terms 3
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The Contract at a Glance 4
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How the Contract Works 6
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Expense Table 7
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Financial Information 11
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CONTRACT FEATURES
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The Contract 11
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Purchases 12
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Contract Value 13
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Investment Alternatives
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The Variable Sub-Accounts 14
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The Fixed Account 15
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Transfers 17
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Expenses 19
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Access To Your Money 20
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Income Payments 21
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PAGE

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Death Benefits 23
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OTHER INFORMATION
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More Information: 24
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Allstate New York 24
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The Variable Account 24
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The Funds 24
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The Contract 25
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Qualified Plans 26
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Legal Matters 27
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Taxes 27
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Annual Reports and Other Document 31
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Performance Information 31
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Experts 33
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APPENDIX A-ACCUMULATION UNIT VALUES 34
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APPENDIX B-MARKET VALUE ADJUSTMENT EXAMPLES 36
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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

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Accumulation Phase 6
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Accumulation Unit 11
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Accumulation Unit Value 11
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Allstate New York ("We" and/or "us") 1, 24
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Anniversary Values 23
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Annuitant 11
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Automatic Additions Program 12
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Automatic Fund Rebalancing Program 18
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Beneficiary 11
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*Contract 25
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Contract Anniversary 5
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Contract Owner ("You") 6, 11
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Contract Value 5
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Contract Year 5
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Death Benefit Anniversary 23
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Dollar Cost Averaging Program 18
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Due Proof of Death 23
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Fixed Account 15
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PAGE

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Funds 14, 24
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Guarantee Periods 15
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Income Plan 21
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Investment Alternatives 14
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Issue Date 6
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Market Value Adjustment 5, 17
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Payout Phase 6
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Payout Start Date 21
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Preferred Withdrawal Amount 19
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Qualified Contracts 29
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SEC 1
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Settlement Value 23
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Systematic Withdrawal Program 20
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Treasury Rate 17
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Valuation Date 12
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Variable Account 24
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Variable Sub-Account 14
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* The AIM Lifetime Plus/SM/ Variable Annuity is a group contract, and your
ownership is represented by certificates. References to "Contract" in this
prospectus include certificates, unless the context requires otherwise.

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

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

FLEXIBLE PAYMENTS You can purchase a Contract with as little as $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 by returning it to us
within 10 days after receipt ("CANCELLATION PERIOD").
Upon cancellation, as permitted by federal or state
law, we will return your purchase payments adjusted to
reflect the investment experience of any amounts
allocated to the Variable Account. The adjustment will
reflect the deduction of mortality and expense risk
charges and administrative expense charges.
- -------------------------------------------------------------------------------
EXPENSES You will bear the following expenses:

.Total Variable Account annual fees equal to 1.45% of
average daily net assets

.Annual contract maintenance charge of $35 (with
certain exceptions)

.Withdrawal charges ranging from 0% to 7% of payment
withdrawn (with certain exceptions)

.Transfer fee of $10 after 12th transfer in any
CONTRACT YEAR (fee currently waived)

.
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 The Contract offers 19 investment alternatives
ALTERNATIVES including:

the Fixed Account (which credits interest at rates we
guarantee), and

18 Variable Sub-Accounts investing in Funds offering
professional money management by A I M Advisors, Inc.

To find out current rates being paid on the Fixed
Account, or to find out how the Variable Sub-Accounts
have performed, please call us at 1-800-692-4682.
- -------------------------------------------------------------------------------
SPECIAL SERVICES For your convenience, we offer these special services:

. AUTOMATIC FUND REBALANCING PROGRAM

. AUTOMATIC ADDITIONS PROGRAM

. DOLLAR COST AVERAGING PROGRAM

. 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:

. life income with guaranteed payments

.a joint and survivor life income with guaranteed
payments

.guaranteed payments for a specified period (5 to 30
years)
- -------------------------------------------------------------------------------
DEATH BENEFITS If you or the Annuitant (if the Contract is owned by a
non-natural person) die before the PAYOUT START DATE,
we will pay the death benefit described in the
Contract.
- -------------------------------------------------------------------------------
TRANSFERS Before the Payout Start Date, you may transfer your
Contract value ("CONTRACT VALUE") among the investment
alternatives, with certain restrictions. Transfers to
the Fixed Account must be at least $500.

We do not currently impose a fee upon transfers.
However, we reserve the right to charge $10 per
transfer after the 12th transfer in each "CONTRACT
YEAR," which we measure from the date we issue your
contract or a Contract anniversary ("CONTRACT
ANNIVERSARY").
- -------------------------------------------------------------------------------
WITHDRAWALS You may withdraw some or all of your Contract Value at
anytime during the Accumulation Phase. Full or partial
withdrawals are available under limited circumstances
on or after the Payout Start Date.

In general, you must withdraw at least $50 at a time.
($1,000 for withdrawals made during the Payout Phase.)
Withdrawals of earnings are taxed as ordinary income
and, if taken prior to age 591/2, may be subject to an
additional 10% federal tax penalty. A withdrawal charge
and MARKET VALUE ADJUSTMENT also may apply.
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HOW THE CONTRACT WORKS
- --------------------------------------------------------------------------------

The Contract basically works in two ways.

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

Second, the Contract can help you plan for retirement because you can use it to
receive retirement income for life and/ or for a pre-set number of years, by
selecting one of the income payment options (we call these "INCOME PLANS")
described on page 22. 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.

Issue Payout Start
Date Accumulation Phase Date Payout Phase
- ------------------------------------------------------------------------------------------------------------>

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

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

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

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

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

CONTRACT OWNER TRANSACTION EXPENSES
Withdrawal Charge (as a percentage of purchase payments withdrawn)*

Number of Complete Years Since We Received the Purchase Payment 0 1 2 3 4 5 6 7+
Being Withdrawn
- -----------------------------------------------------------------------------------------------------------
Applicable Charge 7% 6% 5% 4% 3% 2% 1% 0%
- -----------------------------------------------------------------------------------------------------------
Annual Contract Maintenance Charge $35.00**
- -----------------------------------------------------------------------------------------------------------
Transfer Fee $10.00***
- -----------------------------------------------------------------------------------------------------------

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

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

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

VARIABLE ACCOUNT ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSET VALUE
DEDUCTED FROM EACH VARIABLE SUB-ACCOUNT)

Mortality and Expense Risk Charge 1.35%
- -------------------------------------------------------------------------------
Administrative Expense Charge 0.10%
- -------------------------------------------------------------------------------
Total Variable Account Annual Expense 1.45%
- -------------------------------------------------------------------------------

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

Total Annual
Management Other Fund
Portfolio Fees Expenses Expenses
- ------------------------------------------------------------------------------------------

AIM V.I. Aggressive Growth Fund 0.80% 0.41% 1.21%
- ------------------------------------------------------------------------------------------
AIM V.I. Balanced Fund 0.75% 0.37% 1.12%
- ------------------------------------------------------------------------------------------
AIM V.I. Basic Value Fund (2) 0.73% 0.57% 1.30%
- ------------------------------------------------------------------------------------------
AIM V.I. Blue Chip Fund 0.75% 0.51% 1.26%
- ------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund 0.61% 0.24% 0.85%
- ------------------------------------------------------------------------------------------
AIM V.I. Capital Development Fund 0.75% 0.41% 1.16%
- ------------------------------------------------------------------------------------------
AIM V.I. Core Equity Fund (3) 0.61% 0.21% 0.82%
- ------------------------------------------------------------------------------------------
AIM V.I. Dent Demographic Trends Fund (4,5) 0.85% 0.59% 1.44%
- ------------------------------------------------------------------------------------------
AIM V.I. Diversified Income Fund 0.60% 0.33% 0.93%
- ------------------------------------------------------------------------------------------
AIM V.I. Global Utilities Fund 0.65% 0.42% 1.07%
- ------------------------------------------------------------------------------------------
AIM V.I. Government Securities Fund 0.50% 0.58% 1.08%
- ------------------------------------------------------------------------------------------
AIM V.I. Growth Fund 0.62% 0.26% 0.88%
- ------------------------------------------------------------------------------------------
AIM V.I. High Yield Fund 0.63% 0.66% 1.29%
- ------------------------------------------------------------------------------------------
AIM V.I. International Growth Fund (3) 0.73% 0.32% 1.05%
- ------------------------------------------------------------------------------------------
AIM V.I. Mid Cap Core Equity Fund (2,3) 0.73% 0.57% 1.30%
- ------------------------------------------------------------------------------------------
AIM V.I. Money Market Fund 0.40% 0.24% 0.64%
- ------------------------------------------------------------------------------------------
AIM V.I. New Technology Fund (4,6) 1.00% 0.49% 1.49%
- ------------------------------------------------------------------------------------------
AIM V.I. Premier Equity Fund (3) 0.60% 0.25% 0.85%
- ------------------------------------------------------------------------------------------

(1) Except as otherwise noted, figures shown in the Table are for the year ended
December 31, 2001. There is no guarantee that actual expenses will be the same
as those shown in the table. The above examples also assume that any fee
waivers and/or expense reinbursements are assumed to continue throughout the
periods shown.

(2) Figures shown in the table are for the current year and are expressed as a
percentage of Fund average daily net assets..

(3) Effective May 1, 2002 the following Funds changed names from AIM V.I. Growth
and Income Fund, AIM V.I. International Equity Fund, AIM V.I. Mid Cap Equity
Fund and AIM V.I. Value Fund to AIM V.I. Core Equity Fund, AIM V.I.
International Growth Fund, AIM V.I. Mid Cap Core Equity Fund and AIM V.I.
Premier Equity Fund, respectively.

(4) Before fee waivers and restated to reflect current fees. The Fund's advisor
has contractually agreed to waive advisory fees or reimburse expenses to the
extent necessary to limit Total Annual Fund Expenses (excluding Rule 12b-1 Pan
fees, if any, interest, taxes, dividend expense on short sales, extraordinary
items and increases in expenses due to expense offset arrangements, if any) to
1.30%.

(5) After fee waivers and expense reimbursements, Management Fees, Other
Expenses and Total Annual Fund Expenses for the AIM V.I. Dent Demographic
Trends Fund were 0.71%, 0.59% and 1.30%, respectively.

(6) After fee waivers and expense reimbursements, Management Fees, Other
Expenses and Total Annual Fund Expenses for the AIM V.I. New Technology Fund
were 0.81%, 0.49% and 1.30%, respectively.

EXAMPLE 1
The example below shows the dollar amount of expenses that you would bear
directly or indirectly if you:

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

... earned a 5% annual return on your investment, and

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

THE EXAMPLE DOES NOT INCLUDE ANY PENALTIES YOU MAY BE REQUIRED TO PAY IF YOU
SURRENDER YOUR CONTRACT. THE EXAMPLE DOES NOT INCLUDE DEDUCTIONS FOR PREMIUM
TAXES BECAUSE NEW YORK DOES NOT CHARGE PREMIUM TAXES ON ANNUITIES.

Sub-Account 1 Year 3 Year 5 Year 10 Years
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AIM V.I. Aggressive Growth Fund (2) $82 $122 $165 $310
- ----------------------------------------------------------------------------------------------------
AIM V.I. Balanced Fund $81 $119 $160 $301
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AIM V.I. Basic Value Fund $83 $125 $169 $319
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AIM V.I. Blue Chip Fund (2,3) $83 $124 $167 $319
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AIM V.I. Capital Appreciation Fund $78 $111 $146 $274
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AIM V.I. Capital Development Fund (2) $82 $121 $162 $305
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AIM V.I. Core Equity Fund $78 $110 $145 $270
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AIM V.I. Dent Demographic Trends Fund (2,4) $84 $129 $176 $332
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AIM V.I. Diversified Income Fund $79 $114 $150 $282
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AIM V.I. Global Utilities Fund $81 $118 $158 $296
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AIM V.I. Government Securities Fund $81 $118 $158 $297
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AIM V.I. High Yield Fund (2) $83 $125 $169 $318
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AIM V.I. International Growth Fund $80 $117 $157 $294
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AIM V.I. Mid Cap Core Equity Fund $83 $125 $169 $319
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AIM V.I. Money Market Fund $76 $117 $136 $252
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AIM V.I. New Technology Fund $85 $131 $179 $337
- ----------------------------------------------------------------------------------------------------
AIM V.I. Premier Equity Fund $78 $111 $146 $274
- ----------------------------------------------------------------------------------------------------

EXAMPLE 2
Same assumptions as Example 1 above, except that you decided not to surrender
your Contract, or you began receiving income payments (for at least 120 months
if under an Income Plan with a specified period), at the end of each period.

Sub-Account 1 Year 3 Year 5 Year 10 Years
- --------------------------------------------------------------------------------------------------------------

AIM V.I. Aggressive Growth Fund (2) $28 $86 $147 $310
- --------------------------------------------------------------------------------------------------------------
AIM V.I. Balanced Fund $27 $83 $142 $301
- --------------------------------------------------------------------------------------------------------------
AIM V.I. Basic Value Fund $29 $89 $151 $319
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AIM V.I. Blue Chip Fund (2,3) $29 $88 $149 $315
- --------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund $24 $75 $128 $274
- --------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Development Fund (2) $28 $85 $144 $305
- --------------------------------------------------------------------------------------------------------------
AIM V.I. Core Equity Fund $24 $74 $127 $270
- --------------------------------------------------------------------------------------------------------------
AIM V.I. Dent Demographic Trends Fund (2,4) $30 $93 $158 $332
- --------------------------------------------------------------------------------------------------------------
AIM V.I. Diversified Income Fund $25 $78 $132 $282
- --------------------------------------------------------------------------------------------------------------
AIM V.I. Global Utilities Fund $27 $82 $140 $296
- --------------------------------------------------------------------------------------------------------------
AIM V.I. Government Securities Fund $27 $82 $140 $297
- --------------------------------------------------------------------------------------------------------------
AIM V.I. Growth Fund $25 $76 $130 $277
- --------------------------------------------------------------------------------------------------------------
AIM V.I. High Yield Fund (2) $29 $89 $151 $318
- --------------------------------------------------------------------------------------------------------------
AIM V.I. International Growth Fund $26 $81 $139 $294
- --------------------------------------------------------------------------------------------------------------
AIM V.I. Mid Cap Core Equity Fund $29 $89 $151 $319
- --------------------------------------------------------------------------------------------------------------
AIM V.I. Money Market Fund $22 $69 $118 $252
- --------------------------------------------------------------------------------------------------------------
AIM V.I. New Technology Fund $31 $95 $161 $337
- --------------------------------------------------------------------------------------------------------------
AIM V.I. Premier Equity Fund $24 $75 $128 $274
- --------------------------------------------------------------------------------------------------------------

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. TO REFLECT THE CONTRACT MAINTENANCE CHARGE IN THE
EXAMPLES, WE ESTIMATED AN EQUIVALENT PERCENTAGE CHARGE, BASED ON AN AVERAGE
CONTRACT SIZE OF $40,134. THE ABOVE EXAMPLES ASSUME "TOTAL PORTFOLIO ANNUAL
EXPENSES" LISTED IN THE EXPENSE TABLE WILL CONTINUE THROUGHOUT THE PERIODS
SHOWN.

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

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

Attached as Appendix A to this prospectus are tables showing the Accumulation
Unit Values of each Variable Sub-Account since the date we first offered the
Contracts. To obtain a fuller picture of each Variable Sub-Account's finances,
please refer to the Variable Account's financial statements contained in the
Statement of Additional Information. The financial statements of Allstate New

York also appear in the Statement of Additional Information.

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

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

... the investment alternatives during the Accumulation and Payout Phases,

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

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

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

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

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

... 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. If the Contract Owner is a Grantor Trust, the Owner will be considered a
non-natural person for purpose of this section and the Death Benefit section.
The maximum issue age of a Contract owner is age 90 as of the date we receive
the completed application to purchase the Contract.

Changing ownership of this Contract may cause adverse tax consequences and may
not be allowed under qualified plans. Please consult with a competent tax
advisor prior to making a request for a change of Contract Owner.

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 within a qualified plan. See
"QUALIFIED PLANS" on page 26.

ANNUITANT
The Annuitant is the individual whose life determines the amount and duration of
income payments (other than under Income Plans with guaranteed payments for a
specified period). You initially designate an Annuitant in your application. If
the Contract owner is a natural person you may change the Annuitant prior to the
Payout Start Date. In our discretion, we may permit you to designate a joint
Annuitant, who is a second person on whose life income payments depend, on the
Payout Start Date. The maximum issue age of an Annuitant cannot exceed age 80 as
of the date we receive the completed application to purchase the Contract.

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

... the youngest Contract owner if living, otherwise

... the youngest Beneficiary.

BENEFICIARY
The Beneficiary is the person who may elect to receive the death benefit or
become the new Contract owner, subject to the Death of Owner provisions, if the
sole surviving Contract owner dies before the Payout Start Date. (See section
titled "Death Benefits" for more details.) If the sole surviving Contract owner
dies after the Payout Start Date, the Beneficiary will receive any guaranteed
income payments scheduled to continue.

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

to us promptly.

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

... your spouse or, if he or she is no longer alive,

... your surviving children equally, or if you have no surviving children,

... your estate.

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

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

ASSIGNMENT
No Owner has a right to assign any interest in a Contract as collateral or
security for a loan. However, you may assign periodic income payments under the
Contract prior to the Payout Start Date. No Beneficiary may assign benefits
under the Contract until they are due. We will not be bound by any assignment
until the assignor signs it and files it with us. We are not responsible for the
validity of any assignment. Federal law prohibits or restricts the assignment of
benefits under many types of retirement plans and the terms of such plans may
themselves contain restrictions on assignments. An assignment may also result in
taxes or tax penalties. YOU SHOULD CONSULT WITH AN ATTORNEY BEFORE TRYING TO
ASSIGN YOUR CONTRACT.

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 $2,000,000 without prior approval. We reserve the right to
reduce the minimum Purchase Payment and to change the maximum Purchase Payment.
You may make Purchase Payments of at least $500 at any time prior to the Payout
Start Date. We also reserve the right to reject any application.

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

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

We will credit the initial purchase payment that accompanies your completed
application to your Contract within 2 business days after we receive the payment
at our service center. If your application is incomplete, we will ask you to
complete your application within 5 business days. If you do so, we will credit
your initial purchase payment to your Contract within that 5 business day
period. If you do not, we will return your purchase payment at the end of the 5
business day period unless you expressly allow us to hold it until you complete
the application. We will credit additional Purchase Payments to the Contract at
the close of the business day on which we receive the purchase payment at our
service center located in Vernon Hills, Illinois (mailing address: 300 North
Milwaukee Avenue, Vernon Hills , Illinois, 60061).

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

RIGHT TO CANCEL
You may cancel the Contract by returning it to us within the Cancellation
Period, which is the 10 day period after you receive the Contract (60 days if
you are exchanging

another contract for the Contract described in this prospectus.) You may return
it by delivering it or mailing it to us. If you exercise this "RIGHT TO CANCEL,"
the Contract terminates and we will pay you the full amount of your purchase
payments allocated to the Fixed Account Options. Upon cancellation, as permitted
by federal or state law, we will return your purchase payments allocated to the
Variable Account after an adjustment to reflect investment gain or loss and any
applicable charges 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.

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

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

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

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

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

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

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

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

YOU SHOULD REFER TO THE PROSPECTUS FOR THE FUNDS THAT ACCOMPANIES THIS
PROSPECTUS FOR A DESCRIPTION OF HOW THE ASSETS OF EACH FUND ARE VALUED, SINCE
THAT DETERMINATION DIRECTLY BEARS ON THE ACCUMULATION UNIT VALUE OF THE
CORRESPONDING VARIABLE SUB-ACCOUNT AND, THEREFORE, YOUR CONTRACT VALUE.

INVESTMENT ALTERNATIVES: THE VARIABLE SUB-ACCOUNTS
- --------------------------------------------------------------------------------

You may allocate your purchase payments to up to 18 Variable Sub-Accounts. Each
Variable Sub-Account invests in the shares of a corresponding Fund. Each Fund
has its own investment objective(s) and policies. We briefly describe the Funds
below.

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

FUND: EACH FUND SEEKS:*
- -------------------------------------------------------------------------------

AIM V.I. Aggressive Long-term growth of capital
Growth Fund**
- -------------------------------------------------------------------------------
AIM V.I. Balanced Fund As high a total return as possible, consistent with
preservation of capital
- -------------------------------------------------------------------------------
AIM V.I Basic Value Long-term growth of capital
Fund
- -------------------------------------------------------------------------------
AIM V.I. Blue Chip Long-term growth of capital with a secondary objective
Fund of current income
- -------------------------------------------------------------------------------
AIM V.I. Capital Growth of capital
Appreciation Fund
- -------------------------------------------------------------------------------
AIM V.I. Capital Long-term growth of capital
Development Fund
- -------------------------------------------------------------------------------
AIM V.I. Core Equity Growth of capital with a secondary objective of current
Fund income
- -------------------------------------------------------------------------------
AIM V.I. Dent Long-term growth of capital
Demographic Trends
Fund
- -------------------------------------------------------------------------------
AIM V.I. Diversified High level of current income
Income Fund
- -------------------------------------------------------------------------------
AIM V.I. Global High total return
Utilities Fund
- -------------------------------------------------------------------------------
AIM V.I. Government High level of current income consistent with reasonable
Securities Fund concern for safety of principal
- -------------------------------------------------------------------------------
AIM V.I. Growth Fund Growth of capital
- -------------------------------------------------------------------------------
AIM V.I. High Yield High level of current income
Fund
- -------------------------------------------------------------------------------
AIM V.I. International Long-term growth of capital
Growth Fund
- -------------------------------------------------------------------------------
AIM V.I. Mid Cap Core Long-term growth of capital
Equity Fund
- -------------------------------------------------------------------------------
AIM V.I. Money Market As high a level of current income as is consistent with
Fund the preservation of capital and liquidity
- -------------------------------------------------------------------------------
AIM V.I. New Long-term growth of capital
Technology Fund
- -------------------------------------------------------------------------------
AIM V.I. Premier Long-term growth of capital with income as a secondary
Equity Fund objective
- -------------------------------------------------------------------------------

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

** Due to the sometime limited availability of common stocks of small-cap
companies that meet the investment criteria for AIM V.I. Aggressive Growth
Fund, the Fund may periodically suspend or limit the offering of its shares
and it will be closed to new participants when Fund assets reach $200
million. During the closed periods the Fund will accept additional
investments from existing Contract owners maintaining an allocation in 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.

INVESTMENT ALTERNATIVES: THE FIXED ACCOUNT
- --------------------------------------------------------------------------------

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

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

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

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

We have no specific formula for determining the rate of interest that we will
declare initially or in the future. We will set those interest rates based on
investment returns available at the time of the determination. In addition, we
may consider various other factors in determining interest rates including
regulatory and tax requirements, our sales commission and administrative
expenses, general economic trends, and competitive factors. WE DETERMINE THE
INTEREST RATES TO BE DECLARED IN OUR SOLE DISCRETION. WE CAN NEITHER PREDICT NOR
GUARANTEE WHAT THOSE RATES WILL BE IN THE FUTURE. For current interest rate
information, please contact your sales representative or Allstate New York at
1-800-692-4682. The interest rate will never be less than the minimum guaranteed
amount stated in the Contract.

HOW WE CREDIT INTEREST.
We will credit interest daily to each amount allocated to a Guarantee Period at
a rate that compounds to the effective annual interest rate that we declared at
the beginning of the applicable Guarantee Period.

The following example illustrates how a purchase payment allocated to the Fixed
Account would grow, given an assumed Guarantee Period and effective annual
interest rate:

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

END OF CONTRACT YEAR

YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
---------- ---------- ---------- ---------- ------------

Beginning Contract $10,000.00
Value................
X (1 + Annual
Interest Rate) 1.045
----------
$10,450.00
Contract Value at end $10,450.00
of Contract Year.....
X (1 + Annual
Interest Rate 1.045
----------
$10,920.25
Contract Value at end $10,920.25
of Contract Year.....
X (1 + Annual
Interest Rate) 1.045
----------
$11,411.66
Contract Value at end $11,411.66
of Contract Year.....
X (1 + Annual
Interest Rate) 1.045
----------
$11,925.19
Contract Value at end $11,925.19
of Contract Year.....
X (1 + Annual
Interest Rate) 1.045
-----------
$12,461.82

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 withdrawal, you may be required to pay a withdrawal
charge. In addition, the amount withdrawn may be increased or decreased by a
Market Value Adjustment that reflects changes in interest rates since the time
you invested the amount withdrawn. The hypothetical interest rate is for
illustrative purposes only and is not intended to predict future interest rates
to be declared under the Contract. Actual interest rates declared for any given
Guarantee Period may be more or less than shown above but will never be less
than the guaranteed minimum rate stated in the Contract.

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

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

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

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.

MARKET VALUE ADJUSTMENT. All withdrawals in excess of the Preferred Withdrawal
Amount, transfers, and amounts applied to an Income Plan from a Guarantee
Period, other than those taken or applied during the 30 day period after such
Guarantee Period expires, are subject to a Market Value Adjustment. 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:

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

... to satisfy the IRS minimum distribution rules.

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

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

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

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

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

INVESTMENT ALTERNATIVES: TRANSFERS
- --------------------------------------------------------------------------------

TRANSFERS DURING THE ACCUMULATION PHASE
During the Accumulation Phase, you may transfer Contract Value amoung the
investment alternatives. You may request in writting on a form that we provide
or by telephone according to the procedure described below. The minimum amount
that you may transfer into a Guarantee Period is $500. 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 any Guarantee
Period 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.

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, covert 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.

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.

EXCESSIVE TRADING LIMITS
For Contracts issued on or after May 1, 2000, we reserve the right to limit
transfers in any Contract year, or to refuse any transfer request for a Contract
Owner or certain Contract Owners, if:

... we believe, in our sole discretion, that excessive trading by such Contract
owner or owners, or a specific transfer request or group of transfer requests,
may have a detrimental effect on the Accumulation Unit Values of any Variable
Sub-Account or the share prices of the corresponding Funds or would be to the
disadvantage of other Contract Owners; or

... we are informed by one or more of the corresponding Funds that they intend to
restrict the purchase or redemption of Fund shares because of excessive
trading or because they believe that a specific transfer or groups of
transfers would have a detrimental effect on the prices of Fund shares.

We may apply the restrictions in any manner reasonably designed to prevent
transfers that we consider disadvantageous to other Contract Owners.

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

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

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

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

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

Example:

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

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

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

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

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

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

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

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

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

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

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

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

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

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 7. During each Contract Year, you can
withdraw up to 10% of purchase payments without paying the charge. Unused
portions of this 10% "PREFERRED WITHDRAWAL AMOUNT" are not carried forward to
future Contract Years.

We determine the withdrawal charge by;

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

... 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:

... 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);

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

... withdrawals taken to satisfy IRS minimum

distribution rules for the Contract; or

... withdrawals made after all purchase payments have been withdrawn.

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

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

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

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

DEDUCTION FOR VARIABLE ACCOUNT INCOME TAXES
We are not currently making a provision for taxes. In the future, however, we
may make a provision for taxes if we determine, in our sole discretion, that we
will incur a tax as a result of the operation of the Variable Account. We will
deduct for any taxes we incur as a result of the operation of the Variable
Account, whether or not we previously made a provision for taxes and whether or
not it was sufficient. Our status under the Internal Revenue Code is briefly
described in the Taxes section.

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 page 8 above. We may receive compensation from A I M Advisors,
Inc., for administrative services we provide to the Funds.

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

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

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

You have the opportunity to name the investment alternative(s) from which you
are taking the withdrawal. If none is specified, we will deduct your withdrawal
pro-rata from the investment alternatives according to the value of your
investments therein.

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

If you request a total withdrawal, we may require that you return your Contract
to us. We also will deduct a Contract Maintenance Charge of $35, unless we have
waived the Contract Maintenance Charge on your Contract.

Withdrawals of earnings are taxed as ordinary income and, if taken prior to age
591/2, may be subject to an additional 10% federal tax penalty.

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

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

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

3. The SEC permits delay for your protection.

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

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

Depending on fluctuations in the accumulation unit value of the Variable
Sub-Accounts and the value of the Fixed Account, systematic withdrawals may
reduce or even exhaust the Contract Value. Withdrawals of earnings are taxed as
ordinary income and, if taken prior to age 59 1/2, may be subject to an
additional 10% federal tax penalty. Please consult your tax advisor before
taking any withdrawal.

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

MINIMUM CONTRACT VALUE
If your request for a partial withdrawal would reduce the amount in any
Guarantee Period to less than $500, we will treat it as a request to withdraw
the entire amount invested in such Guarantee Period. In addition, if your
request for a partial withdrawal would reduce the Contract Value to less than
$1,000, we may treat it as a request to withdraw your entire Contract Value.
Before terminating any Contract whose value has been reduced by withdrawals to
less than $1,000, we would inform you in writing of our intention to terminate
your Contract and give you at least 30 days in which to make an additional
Purchase Payment to restore your Contract's value to the contractual minimum of
$1,000. Your Contract will terminate if you withdraw all of your Contract Value.
We will, however, ask you to confirm your withdrawal request before terminating
your Contract. If we terminate your Contract, we will distribute to you its
Contract Value, adjusted by any applicable Market Value Adjustment, less
withdrawal and other charges, and applicable taxes. Your Contract will terminate
if you withdraw all of your Contract Value.

INCOME PAYMENTS
- --------------------------------------------------------------------------------

PAYOUT START DATE
The Payout Start Date is the day that we apply your Contract Value, adjusted by
any Market Value Adjustment and less any applicable taxes, 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:

... fixed income payments;

... variable income payments; or

... a combination of the two.

The three Income Plans are:

INCOME PLAN 1 - LIFE INCOME WITH GUARANTEED PAYMENTS. Under this plan, we make
periodic income payments for at least as long as the Annuitant lives. If the
Annuitant dies before we have made all of the guaranteed income payments, we
will continue to pay the remainder of the guaranteed income payments as required
by the Contract.

INCOME PLAN 2 - JOINT AND SURVIVOR LIFE INCOME WITH GUARANTEED PAYMENTS. Under
this plan, we make periodic income payments for at least as long as either the
Annuitant or the joint Annuitant is alive. If both the Annuitant and the joint
Annuitant die before we have made all of the guaranteed income payments, we will
continue to pay the remainder of the guaranteed income payments as required by
the Contract.

INCOME PLAN 3 - GUARANTEED PAYMENTS FOR A SPECIFIED PERIOD (5 YEARS TO 30
YEARS). Under this plan, we make periodic income payments for the period you
have chosen. These payments do not depend on the Annuitant's life. Income
payments for less than 120 months may be subject to a withdrawal charge. We will
deduct the mortality and expense risk charge from the Variable Sub-Account
assets that support the variable income payments even though we may not bear any
mortality risk.

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

payments made under the same Income Plan with a minimum specified period for
guaranteed payments.

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

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

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

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

... 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

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

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

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

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

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

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

2) deducting any applicable premium tax; and

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

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

tables for men and women. Accordingly, if the Contract is to be used in
connection with an employment-related retirement or benefit plan, you should
consult with legal counsel as to whether the purchase of a Contract is
appropriate. For qualified plans, where it is appropriate, we may use income
payment tables that do not distinguish on the basis of sex.

DEATH BENEFITS
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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 not settle any death claim until we receive DUE PROOF OF DEATH.

We will accept the following documentation as Due Proof of Death:

... a certified copy of a death certificate; or

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

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

4. the greatest of the ANNIVERSARY VALUES as of the date we determine the death
benefit. An "Anniversary Value" is equal to the Contract Value on a Contract
Anniversary, increased by purchase payments made since that Anniversary and
reduced by the amount of any partial withdrawals since that anniversary.
Anniversary Values will be calculated for each Contract Anniversary prior to the
earlier of: (i) the date we determine the death benefit; or (ii) the deceased's
75th birthday or 5 years after the Issue Date, if later.

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

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 waive the
180 day limit on a non- discriminatory basis. 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 whichever is earlier. The Contract owner may make a single withdrawal of
any amount within one year of the date of death without incurring a withdrawal
charge. However, any applicable Market Value Adjustment, determined as of the
date of the withdrawal, will apply.

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

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

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

... the life of the Contract owner; or

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

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

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

MORE INFORMATION
- --------------------------------------------------------------------------------

ALLSTATE NEW YORK
Allstate New York is the issuer of the Contract. Allstate

New York is a stock life insurance company organized under the laws of the State
of New York. Allstate New

York was incorporated in 1967 and was known as "Financial Life Insurance
Company" from 1967 to 1978. From 1978 to 1984, Allstate New York was known as
"PM Life Insurance Company." Since 1984 the company has been known as "Allstate
Life Insurance Company of

New York."

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

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

Independent rating agencies regularly evaluate life insurers' claims-paying
ability, quality of investments, and overall stability. A.M. Best Company
assigns an A+ (Superior) financial strength rating to Allstate Life, which
results in an A+g rating to Allstate New York due to its group affiliation with
Allstate Life. Standard & Poor's assigns an AA+ (Very Strong) financial strength
rating and Moody's Investors Service assigns an Aa2 (Excellent) financial
strength rating to Allstate New York, sharing the same ratings of its parent,
Allstate Life. These ratings do not reflect the investment performance of the
Variable Account. We may from time to time advertise these ratings in our sales
literature.

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

York.

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

The Variable Account consists of multiple Variable Sub-Accounts, 18 of which are
available through the Contracts. Each Variable Sub-Account invests in a
corresponding Fund. We may add new Variable Sub-Accounts or eliminate one or
more of them, if we believe marketing, tax, or investment conditions so warrant.
We do not guarantee the investment performance of the Variable Account, its
Sub-Accounts or the Funds. We may use the Variable Account to fund our other
annuity contracts. We will account separately for each type of annuity contract
funded by the Variable Account.

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.

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

We will pay commissions to broker-dealers who sell the Contracts. Commissions
paid may vary, but we estimate that the total commissions paid on all Contract
sales will not exceed 81/2% of any purchase payments. Sometimes, we also pay the
broker-dealer a persistency bonus in addition to the standard commissions. A
persistency bonus is not expected to exceed .56%, on an annual basis, of the
purchase payments considered in connection with the bonus. These commissions are
intended to cover distribution expenses.

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

ADMINISTRATION. We have primary responsibility for all administration of the
Contracts and the Variable Account.

We provide the following administrative services, among others:

... issuance of the Contracts;

... maintenance of Contract owner records;

... Contract owner services;

... calculation of unit values;

... maintenance of the Variable Account; and

... 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 (a Contract issued with a
qualified plan is a "Qualified Contract"), 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
Bricker & Eckler LLP, Columbus, OH, has advised Allstate New York on certain
federal securities law matters. All matters of New York law pertaining to the
Contracts, including the validity of the Contracts and Allstate New York's right
to issue such Contracts under New York insurance law, have been passed upon by
Michael J. Velotta, General Counsel of Allstate New York.

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 ALLSTATE LIFE
INSURANCE COMPANY OF NEW YORK
Allstate 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 New York, and its operations form a part of
Allstate New York, it will not be taxed separately. 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 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 New
York does not anticipate that it will incur any federal income tax liability
attributable to the Variable Account, and therefore Allstate New York does not
intend to make provisions for any such taxes. If Allstate New York is taxed on
investment income or capital gains of the Variable Account, then Allstate New

York may impose a charge against the Variable Account in order to make provision
for such taxes.

TAXATION OF ANNUITIES IN GENERAL
- --------------------------------------------------------------------------------

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

1. the Contract Owner is a natural person,

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

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

NON-NATURAL OWNERS. As a general rule, annuity contracts owned by non-natural
persons such as corporations, trusts, or other entities are not treated as
annuity contracts for federal income tax purposes. The income on such contracts
does not enjoy tax deferral and is taxed as ordinary income received or accrued
by the owner during the taxable year.

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) immediate
annuity 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.

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 Contract Owner during the taxable
year. Although Allstate New York does not have control over the Portfolios or
their investments, we expect the Portfolios to meet the diversification
requirements.

OWNERSHIP TREATMENT. The IRS has stated that a contract owner will be considered
the owner of separate account assets if he possesses incidents of ownership in
those assets, such as the ability to exercise investment control over the
assets. At the time the diversification regulations were issued, the Treasury
Department announced that the regulations do not provide guidance concerning
circumstances in which investor control of the separate account investments may
cause a contract owner to be treated as the owner of the separate 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 separate 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 separate account assets. For example, you have the choice to allocate
premiums and Contract Values among a broader selection of 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 full withdrawal
under a non-Qualified Contract, the amount received will be taxable only to the
extent it exceeds the investment in the Contract.

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. The Federal tax treatment of annuity payments is unclear in some
respects. As a result, if the IRS should provide further guidance, it is
possible that the amount we calculate and report to the IRS as taxable could be
different. 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.

WITHDRAWALS AFTER THE PAYOUT START DATE. Federal tax law is unclear regarding
the taxation of any additional withdrawal received after the Payout Start Date.
It is possible that a greater or lesser portion of such a payment could be
taxable than the amount we determine.

DISTRIBUTION AT DEATH RULES. In order to be considered an annuity contract for
federal income tax purposes, the Contract must provide:

1. if any Contract Owner dies on or after the Payout 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 Contract Owner's death;

2. if any Contract Owner dies prior to the Payout Start Date, the entire
interest in the Contract will be distributed within 5 years after the date of
the Contract Owner's death. These requirements are satisfied if any portion of
the Contract Owner's interest that 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 1 year of the Contract Owner's death. If the Contract
Owner's designated Beneficiary is the surviving spouse of the Contract Owner,
the Contract may be continued with the surviving spouse as the new Contract
Owner.

3. if the Contract Owner is a non-natural person, then the Annuitant will be
treated as the Contract 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 Contract Owner.

TAXATION OF ANNUITY DEATH BENEFITS. Death Benefit 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 Income Plan, the amounts are taxed in the same manner
as annuity payments.

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
591/2. However, no penalty tax is incurred on distributions:

1. made on or after the date the Contract Owner attains age 591/2,

2. made as a result of the Contract Owner's death or becoming totally disabled,

3. made in substantially equal periodic payments over the Contract Owner's life
or life expectancy, or over the joint lives or joint life expectancies of the
Contract Owner and the Beneficiary,

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 how these exceptions may
apply to your situation.

SUBSTANTIALLY EQUAL PERIODIC PAYMENTS. With respect to non-Qualified Contracts
using substantially equal periodic payments or immediate annuity payments as an
exception to the penalty tax on premature distributions, any additional
withdrawal or other modification of the payment stream would violate the
requirement that payments must be substantially equal. Failure to meet this
requirement would mean that the income portion of each payment received prior to
the later of 5 years or the Contract Owner's attaining age 591/2 would be
subject to a 10% penalty tax unless another exception to the penalty tax
applied. The tax for the year of the modification is increased by the penalty
tax that would have been imposed without the exception, plus interest for the
years in which the exception was used. You should consult a competent tax
advisor prior to taking a withdrawal.

TAX FREE EXCHANGES UNDER IRC SECTION 1035. A 1035 exchange is a tax-free
exchange of a non-qualified life insurance contract, endowment contract or
annuity contract for a new non-qualified annuity contract. The Contract Owner(s)
must be the same on the old and new contract. Basis from the old contract
carries over to the new contract so long as we receive that information from the
relinquishing company. If basis information is never received, we will assume
that all exchanged funds represent earnings and will allocate no cost basis to
them.

TAXATION OF OWNERSHIP CHANGES. 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 taxed as a withdrawal of such amount or portion
and may also incur the 10% penalty tax. Currently we do not allow assignments.

AGGREGATION OF ANNUITY CONTRACTS. The Code requires that all non-qualified
deferred annuity contracts issued by Allstate New York (or its affiliates) to
the same Contract Owner during any calendar year be aggregated and treated as
one annuity contract for purposes of determining the taxable amount of a
distribution.

INCOME TAX WITHHOLDING
Generally, Allstate New York is required to withhold federal income tax at a
rate of 10% from all non-annuitized distributions. The customer may elect out of
withholding by completing and signing a withholding election form. If no
election is made, we will automatically withhold the required 10% of the taxable
amount. In certain states, if there is federal withholding, then state
withholding is also mandatory.

Allstate New York is required to withhold federal income tax using the wage
withholding rates for all annuitized distributions. The customer may elect out
of withholding by completing and signing a withholding election form. If no
election is made, we will automatically withhold using married with three
exemptions as the default. In certain states, if there is federal withholding,
then state withholding is also mandatory.

Election out of withholding is valid only if the customer provides a U.S.
residence address and taxpayer identification number.

QUALIFIED CONTRACTS
The income on qualified plan and IRA investments is tax deferred, and the income
on variable annuities held by such plans does not receive any additional tax
deferral. You should review the annuity features, including all benefits and
expenses, prior to purchasing a variable annuity in a qualified plan or IRA.
Contracts may be used as investments with certain qualified plans such as:

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

... Roth IRAs under Section 408A of the Code;

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

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

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

... Corporate and Self Employed Pension and Profit Sharing Plans under Sections
401 and 403; and

... State and Local Government and Tax-Exempt Organization Deferred Compensation
Plans under Section 457.

Allstate New York reserves the right to limit the availability of the Contract
for use with any of the Qualified Plans listed above or to modify the Contract
to conform with tax requirements. 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 certain
transactions such as excess contributions, premature distributions, and,
distributions that do not conform to specified commencement and minimum
distribution rules.

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.

TAXATION OF WITHDRAWALS FROM A QUALIFIED CONTRACT. If you make a partial
withdrawal under a Qualified Contract other than a Roth IRA, 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. We
do not keep track of

nondeductible contributions, and all tax reporting of distributions from
Qualified Contracts other than Roth IRAs will indicate that the distribution is
fully taxable.

"QUALIFIED DISTRIBUTIONS" from Roth IRAs are not included in gross income.
"Qualified distributions" are any distributions made more than five taxable
years after the taxable year of the first contribution to any Roth IRA and which
are:

... made on or after the date the Contract Owner attains age 591/2,

... made to a beneficiary after the Contract Owner's death,

... attributable to the Contract Owner being disabled, or

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

"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. All tax reporting of distributions from Roth
IRAs will indicate that the taxable amount is not determined.

REQUIRED MINIMUM DISTRIBUTIONS. Generally, qualified plans require minimum
distributions upon reaching age 701/2. Failure to withdraw the required minimum
distribution will result in a 50% tax penalty on the shortfall not withdrawn
from the Contract. Not all income plans offered under the Contract satisfy the
requirements for minimum distributions. Because these distributions are required
under the Code and the method of calculation is complex, please see a competent
tax advisor.

THE DEATH BENEFIT AND QUALIFIED CONTRACTS. Pursuant to the Code and IRS
regulations, an IRA (e.g., traditional IRA, Roth IRA, SEP IRA and SIMPLE IRA)
may not invest in life insurance contracts. However, an IRA may provide a death
benefit that equals the greater of the purchase payments or the Contract Value.
The Contract offers a death benefit that in certain circumstances may exceed the
greater of the purchase payments or 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 satisfy the
requirements of an IRA. We believe that these regulations do not prohibit all
forms of optional death benefits, however, at this time we are not allowing the
Enhanced Earnings Death Benefit Plus Option to be sold with an IRA.

It is also possible that the certain death benefits that offer enhanced earnings
could be characterized as an incidental death benefit. If the death benefit were
so characterized, this could result in current taxable income to a Contract
Owner. In addition, there are limitations on the amount of incidental death
benefits that may be provided under qualified plans, such as in connection with
a 403(b) plan.

Allstate New York reserves the right to limit the availability of the Contract
for use with any of the qualified plans listed above.

PENALTY TAX ON PREMATURE DISTRIBUTIONS FROM QUALIFIED CONTRACTS. A 10% penalty
tax applies to the taxable amount of any premature distribution from a Qualified
Contract. The penalty tax generally applies to any distribution made prior to
the date you attain age 591/2. However, no penalty tax is incurred on
distributions:

1. made on or after the date the Contract Owner attains age 591/2,

2. made as a result of the Contract Owner's death or total disability,

3. made in substantially equal periodic payments over the Contract Owner's life
or life expectancy, or over the joint lives or joint life expectancies of the
Contract Owner and the Beneficiary,

4. made pursuant to an IRS levy,

5. made for certain medical expenses,

6. made to pay for health insurance premiums while unemployed (only applies for
IRAs),

7. made for qualified higher education expenses (only applies for IRAs), and

8. made for a first time home purchase (up to a $10,000 lifetime limit and only
applies for IRAs).

During the first 2 years of the individual's participation in a SIMPLE IRA,
distributions that are otherwise subject to the premature distribution penalty,
will be subject to a 25% penalty tax.

You should consult a competent tax advisor to determine how these exceptions may
apply to your situation.

SUBSTANTIALLY EQUAL PERIODIC PAYMENTS ON QUALIFIED CONTRACTS. With respect to
Qualified Contracts using substantially equal periodic payments as an exception
to the penalty tax on premature distributions, any additional withdrawal or
other modification of the payment stream would violate the requirement that
payments must be substantially equal. Failure to meet this requirement would
mean that the income portion of each payment received prior to the later of 5
years or the taxpayer's attaining age 591/2 would be subject to a 10% penalty
tax unless another exception to the penalty tax applied. The tax for the year of
the modification is increased by the penalty tax that would have been imposed
without the exception, plus interest for the years in which the exception was
used. You should consult a competent tax advisor prior to taking a withdrawal.

automatically withhold the required 10% from the taxable amount. In certain
states, if there is federal withholding, then state withholding is also
mandatory. Allstate New York is required to withhold federal income tax at a
rate of 20% on all "ELIGIBLE ROLLOVER DISTRIBUTIONS" unless you elect to make a
"DIRECT ROLLOVER" of such amounts to an IRA or eligible retirement plan.
Eligible rollover distributions generally include all distributions from
Qualified Contracts, excluding IRAs, with the exception of:

1. required minimum distributions, or

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

3. a series of substantially equal periodic payments made over the life (joint
lives) of the participant (and beneficiary), or,

4. hardship distributions.

For all annuitized distributions that are not subject to the 20% withholding
requirement, Allstate New York is required to withhold federal income tax using
the wage withholding rates from all annuitized distributions. The customer may
elect out of withholding by completing and signing a withholding election form.
If no election is made, we will automatically withhold using married with three
exemptions as the default. In certain states, if there is federal withholding,
then state withholding is also mandatory.

Election out of withholding is valid only if the customer provides a U.S.
residence address and taxpayer identification number.

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.

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.

Subject to certain limitations, a traditional Individual Retirement Account or
Annuity may be converted or "ROLLED OVER" to a Roth Individual Retirement
Annuity. The income portion of a conversion or rollover distribution is taxable
currently, but is exempted from the 10% penalty tax on premature distributions.

SIMPLIFIED EMPLOYEE PENSION PLANS. Section 408(k) of the Code allows eligible
employers to establish simplified employee pension plans for their employees
using individual retirement annuities. Under these plans the employer may,
within specified limits, make deductible contributions on behalf of the
employees to the individual retirement annuities. Employers intending to use the
Contract in connection with such plans should seek competent tax advice.

SAVINGS INCENTIVE MATCH PLANS FOR EMPLOYEES (SIMPLE PLANS). Sections 408(p) and
401(k) of the Code allow eligible 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 IRA 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.

TO DETERMINE IF YOU ARE ELIGIBLE TO CONTRIBUTE TO ANY OF THE ABOVE LISTED IRAS
(TRADITIONAL, ROTH, SEP, OR SIMPLE), PLEASE REFER TO IRS PUBLICATION 590 AND
YOUR COMPETENT TAX ADVISOR.

TAX SHELTERED ANNUITIES. 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 12/31/88, and all earnings on salary reduction contributions, may be made
only on or after the date the employee:

... attains age 591/2,

... separates from service,

... dies,

... becomes disabled, or

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

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

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. Self-employed individuals may
establish tax favored retirement plans for themselves and their employees. Such
retirement plans (commonly referred to as "H.R.10" or "KEOGH") may permit the
purchase of annuity contracts.

taxes. The employees must be participants in an eligible deferred compensation
plan. In eligible governmental plans, all assets and income must be held in a
trust/ custodial account/annuity contract for the exclusive benefit of the
participants and their beneficiaries. To the extent the Contracts are used in
connection with a non-governmental 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. Under eligible 457 plans,
contributions made for the benefit of the employees will not be includible in
the employees' gross income until distributed from the plan.

ANNUAL REPORTS AND OTHER DOCUMENTS
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Allstate New York's annual report on Form 10-K for the year ended December 31,
2001 is incorporated herein by reference, which means that it is legally a part
of this prospectus.

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

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

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

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

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

All performance advertisements will include, as applicable, standardized yield
and total return figures that reflect the deduction of insurance charges, the
contract maintenance charge, and withdrawal charge. Performance advertisements
also may include total return figures that reflect the deduction of insurance
charges, but not the contract maintenance or withdrawal charges. The deduction
of such charges would reduce the performance shown. In addition, performance
advertisements may include aggregate, average, year-by-year, or other types of
total return figures. Performance information for periods prior to the inception
date of the Variable Sub-Accounts will be based on the historical performance of
the corresponding Funds for the periods beginning with the inception dates of
the Funds and adjusted to reflect current Contract expenses. You should not
interpret these figures to reflect actual historical performance of the Variable
Account. We may include in advertising and sales materials tax deferred
compounding charts and other hypothetical illustrations that compare currently
taxable and tax deferred investment programs based on selected tax brackets. Our
advertisements also may compare the performance of our Variable Sub-Accounts
with: (a) certain unmanaged market indices, including but not limited to the Dow
Jones Industrial Average, the Standard & Poor's 500, and the Shearson Lehman
Bond Index; and/or (b) other management investment companies with investment
objectives similar to the underlying funds being compared. In addition, our
advertisements may include the performance ranking assigned by various
publications, including the Wall Street Journal, Forbes, Fortune, Money,
Barron's, Business Week, USA Today, and statistical services, including Lipper
Analytical Services Mutual Fund Survey, Lipper Annuity and Closed End Survey,
the Variable Annuity Research Data Survey, and SEI.

EXPERTS
The financial statements of Allstate New York as of December 31, 2001 and 2000
and for each of the three years in the period ended December 31, 2001 and
related financial statement schedules incorporated herein by reference from the
Annual Report on Form 10-K of Allstate New York and from the STatement of
Additional Information, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon the
authority as experts in accounting and auditing.

The financial statements of the Variable Accounts as of December 31, 2001 and
for each of the periods in the two years then ended incorporated herein by
reference from the Statement of Additional Information, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.

APPENDIX A
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ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED*

BASIC POLICY

For the period begining January 1 and ending December 31, 1996 1997 1998 1999 2000 2001

AIM V.I. AGGRESSIVE GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period -- -- -- $ 10.000 $ 13.988 $ 14.15
Accumulation Unit Value, End of Period -- -- -- $ 13.988 $ 14.15 $ 10.308
Number of Units Outstanding, End of Period -- -- -- 12,661 53,890 51,176
AIM V.I. BALANCED SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period -- -- -- $ 10.000 $ 13.162 $ 12.43
Accumulation Unit Value, End of Period -- -- -- $ 13.162 $ 12.43 $ 10.849
Number of Units Outstanding, End of Period -- -- -- 6,382 24,499 29,494
AIM V.I. BASIC VALUE SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period -- -- -- -- -- $ 10.000
Accumulation Unit Value, End of Period -- -- -- -- -- $ 11.200
Number of Units Outstanding, End of Period -- -- -- -- -- 6,325
AIM V.I. BLUE CHIP SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period -- -- -- -- $ 10.000 $ 8.82
Accumulation Unit Value, End of Period -- -- -- -- $ 8.82 $ 6.736
Number of Units Outstanding, End of Period -- -- -- -- 11,309 8,408
AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 9.855 $ 11.387 $ 12.739 $ 14.979 $ 21.350 $ 18.75
Accumulation Unit Value, End of Period $11.387 $ 12.739 $ 14.979 $ 21.350 $ 18.75 $ 14.176
Number of Units Outstanding, End of Period 7,681 161,013 287,336 425,748 456,761 393,890
AIM V.I. CAPITAL DEVELOPMENT SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period -- -- -- $ 10.000 $ 11.655 $ 12.55
Accumulation Unit Value, End of Period -- -- -- $ 11.655 $ 12.55 $ 11.369
Number of Units Outstanding, End of Period -- -- -- 3,948 18,297 15,528
AIM V.I.CORE EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 9.926 $ 11.699 $ 14.496 $ 18.243 $ 24.138 $ 20.33
Accumulation Unit Value, End of Period $11.699 $ 14.496 $ 18.243 $ 24.138 $ 20.33 $ 15.460
Number of Units Outstanding, End of Period 5,371 167,625 361,890 645,133 674,689 590,855
AIM V.I. DENT DEMOGRAPHIC TRENDS SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period -- -- -- -- $ 10.000 $ 7.89
Accumulation Unit Value, End of Period -- -- -- -- $ 7.89 $ 5.294
Number of Units Outstanding, End of Period -- -- -- -- 32,307 23,934
AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.086 $ 10.934 $ 11.789 $ 12.035 $ 12.002 $ 11.55
Accumulation Unit Value, End of Period $10.934 $ 11.789 $ 12.035 $ 12.002 $ 11.55 $ 11.788
Number of Units Outstanding, End of Period 4,618 58,958 146,644 227,201 204,561 179,226
AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.252 $ 11.276 $ 13.518 $ 15.521 $ 20.432 $ 19.68
Accumulation Unit Value, End of Period $11.276 $ 13.518 $ 15.521 $ 20.432 $ 19.68 $ 13.978
Number of Units Outstanding, End of Period 0 8,276 25,418 61,408 71,921 63,996
AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.080 $ 10.164 $ 10.834 $ 11.829 $ 11.189 $ 12.15
Accumulation Unit Value, End of Period $10.164 $ 10.834 $ 11.829 $ 11.189 $ 12.15 $ 12.738
Number of Units Outstanding, End of Period 0 39,009 301,983 108,494 99,531 110,454
AIM V.I. GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 9.892 $ 11.466 $ 14.338 $ 18.954 $ 25.263 $ 19.80
Accumulation Unit Value, End of Period $11.466 $ 14.338 $ 18.954 $ 25.263 $ 19.80 $ 12.901
Number of Units Outstanding, End of Period 2,384 97,039 220,831 383,214 403,785 338,025
AIM V.I. HIGH YIELD SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period -- -- -- $ 10.000 $ 9.957 $ 7.95
Accumulation Unit Value, End of Period -- -- -- $ 9.957 $ 7.95 $ 7.443
Number of Units Outstanding, End of Period -- -- -- 1,751 834 4,833
AIM V.I. INTERNATIONAL EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.168 $ 11.953 $ 12.598 $ 14.340 $ 21.914 $ 15.90
Accumulation Unit Value, End of Period $11.953 $ 12.598 $ 14.340 $ 21.914 $ 15.90 $ 11.980
Number of Units Outstanding, End of Period 5,404 85,934 136,898 220,690 245,480 213,691
AIM V.I. MID CAP CORE EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period -- -- -- -- -- $ 10.000
Accumulation Unit Value, End of Period -- -- -- -- -- $ 11.357
Number of Units Outstanding, End of Period -- -- -- -- -- 2,829
AIM V.I. MONEY MARKET SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.023 $ 10.369 $ 10.745 $ 11.126 $ 11.479 $ 11.98
Accumulation Unit Value, End of Period $10.369 $ 10.745 $ 11.126 $ 11.479 $ 11.98 $ 12.231
Number of Units Outstanding, End of Period 4,373 42,128 87,010 137,433 95,879 151,830
AIM V.I. NEW TECHNOLOGY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period -- -- -- -- $ 10.000 $ 20.18
Accumulation Unit Value, End of Period -- -- -- -- $ 20.18 $ 10.447
Number of Units Outstanding, End of Period -- -- -- -- 11,448 8,665
AIM V.I. PREMIER EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 9.800 $ 11.090 $ 13.520 $ 17.644 $ 22.589 $ 19.00
Accumulation Unit Value, End of Period $11.090 $ 13.520 $ 17.644 $ 22.589 $ 19.00 $ 16.376
Number of Units Outstanding, End of Period 5,921 180,440 405,246 987,076 1,000,356 881,690

* The Contracts were first offered on October 14, 1996. The inception date of
the following Variable Sub-Accounts is October 14, 1996: AIM V.I. Capital
Appreciation, AIM V.I. Diversified Income, AIM V.I. Global Utilities, AIM V.I.
Government Securities, AIM V.I. Growth, AIM V.I. Core Equity, AIM V.I.
International Growth, AIM V.I. Money Market, AIM V.I. Premier Equity. The
inception date of the AIM V.I. Aggressive Growth, AIM V.I. Balanced, AIM V.I.
Capital Development, and AIM V.I. High Yield Variable Sub-Accounts is October
25, 1999. The inception date of the AIM V.I. Blue Chip, AIM V.I. Dent
Demographic Trends, AIM V.I. Growth and Income, and AIM V.I. New Technology
Variable Sub-Accounts is January 3, 2000. The inception date of the AIM V.I.
Basic Value and Mid Cap Core Equity Sub-Accounts is October 1, 2001. The
Accumulation Unit Values in this table reflect a mortality and expense risk
charge of 1.35% and an administrative charge of 0.10%.

APPENDIX B MARKET VALUE ADJUSTMENT
- --------------------------------------------------------------------------------

The Market Value Adjustment is based on the following:

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

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

J = the Treasury Rate for a maturity equal to the Guarantee Period for the
week preceding the receipt of the withdrawal, transfer, death benefit, or income
payment request. If a note for 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 transefered (in excess of the Free 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 Guarentee
Period expires.

EXAMPLES OF MARKET VALUE ADJUSTMENT
- --------------------------------------------------------------------------------

Purchase Payment: $10,000 (Credit Enhancement of $400 allocated to Money Market
Variable Sub-Account)

(Opiton 1: 4% up front): 10,000 allocated to a Guarantee Period

Guarantee Period: 5 years

Treasury Rate (at the time the Guarantee Period was established): 4.50%

Asumed Net Annual Earnings Rate in Money Market Variable Sub-Account: 4.50%

Full Surrender: End of Contract Year 3

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

EXAMPLE 1 (ASSUME DECLINING INTEREST RATES)

Step 1. Calculate Contract Value at $10,000.00 X (1.045)/3 /= $11,411.86
End of Contract Year 3:
Step 2. Calculate the Preferred
Withdrawal Amount: .10 X $10,000.00 / /= $1,000.00
Step 3. Calculate the Withdrawal I = 4.50%
Charge: J = 4.20%
N = 730 days = 2
--------
365 days

Market Value Adjustment Factor: .9 x
(I - J) X N = .9 x (.045 - .042) x
(2) = .0054

Market Value Adjustment = Market
Value Adjustment Factor x Amount
Subject to Market Value Adjustment:
= .0054 X ($11,411.86 - $1,000.00) =
$56.22

Step 4. Calculate the Market Value .05 X ($10,000.00 - $1,000.00) +
Adjustment: $56.22) = $452.81
Step 5. Calculate the amount received
by a Contract owner as a result of full $11,411.86 - $452.81 + $56.22 =
withdrawal at the end of Contract Year $11,015.07
3:

EXAMPLE 2: (ASSUMES RISING INTEREST RATES)

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

Step 2. Calculate the Preferred Withdrawal
Amount: .10 X $10,000.00 / /= $1,000.00
Step 3. Calculate the Withdrawal Charge: I = 4.5%
J = 4.8%
N = 730 days = 2
--------
365 days

Market Value Adjustment Factor: .9
x (I - J) x N
= .9 x (.045 - .048) x (730/365)
= - .0054

Market Value Adjustment = Market
Value Adjustment Factor x Amount
Subject to Market Value
Adjustment:
-.0054 X ($11,411.66 - $1,000.00)
= $-56.22

Step 4. Calculate the Market Value .05 X ($10,000.00 - $1,000.00 +
Adjustment: $56.22) = $447.19
Step 5. Calculate the amount received by a
Contract owner as a result of full $11,411.66 - $447.19 - $56.22 =
withdrawal at the end of Contract Year 3: $10,908.25

<Page>
AIM LIFETIME PLUS-SM- II VARIABLE ANNUITY

ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
300 N. MILWAUKEE AVE., VERNON HILLS, IL 60061
TELEPHONE NUMBER: 1-800-692-4682 PROSPECTUS DATED MAY 1, 2002

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

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

The Contract currently offers 21 investment alternatives ("INVESTMENT
ALTERNATIVES"). The investment alternatives include 3 fixed account options
("FIXED ACCOUNT OPTIONS") and 18 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.:

<Table>

AIM V.I. Aggressive Growth Fund AIM V.I. Global Utilities Fund
AIM V.I. Balanced Fund AIM V.I. Government Securities Fund
AIM V.I. Basic Value Fund AIM V.I. Growth Fund
AIM V.I. Blue Chip Fund AIM V.I. High Yield Fund
AIM V.I. Capital Appreciation Fund AIM V.I. International Growth Fund**
AIM V.I. Capital Development Fund AIM V.I. Mid Cap Core Equity Fund ***
AIM V.I. Core Equity Fund* AIM V.I. Money Market Fund
AIM V.I. Dent Demographic Trends Fund AIM V.I. New Technology Fund
AIM V.I. Diversified Income Fund AIM V.I. Premier Equity Fund****
</Table>

*Effective May 1, 2002, the Fund changed its name from AIM V.I. Growth and
Income Fund to AIM V.I. Core Equity Fund. We have made a corresponding
change in the name of the Variable Sub-Account that invests in that Fund.

**Effective May 1, 2002, the Fund changed its name from AIM V.I. International
Equity Fund to AIM V.I. International Growth Fund. We have made a
corresponding change in the name of the Variable Sub-Account that invests in
that Fund

***Effective May 1, 2002, the Fund changed its name from AIM V.I. Mid Cap
Equity Fund to AIM V.I. Mid Cap Core Equity Fund. We have made a
corresponding change in the name of the Variable Sub-Account that invests in
that Fund.

****Effective May 1, 2002, the Fund changed its name from AIM V.I. Value Fund to
AIM V.I. Premier Equity Fund. We have made a corresponding change in the
name of the Variable Sub-Account that invests in that Fund.

WE (Allstate New York) have filed a Statement of Additional Information, dated
May 1, 2002, with the Securities and Exchange Commission ("SEC"). It contains
more information about the Contract and is incorporated herein by reference,
which means it is legally a part of this prospectus. Its table of contents
appears on page C-1 of this prospectus. For a free copy, please write or call us
at the address or telephone number above, or go to the SEC's Web site
(http:www.sec.gov). You can find other information and documents about us,
including documents that are legally part of this prospectus, at the SEC's Web
site (http:\\www.sec.gov).
- --------------------------------------------------------------------------------

<Table>

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED THE SECURITIES DESCRIBED IN THIS PROSPECTUS, NOR
HAS IT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A
FEDERAL CRIME.
IMPORTANT THE CONTRACTS MAY BE DISTRIBUTED THROUGH BROKER-DEALERS THAT
NOTICES HAVE RELATIONSHIPS WITH BANKS OR OTHER FINANCIAL
INSTITUTIONS OR BY EMPLOYEES OF SUCH BANKS. HOWEVER, THE
CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
BY SUCH INSTITUTIONS OR ANY FEDERAL REGULATORY AGENCY.
INVESTMENT IN THE CONTRACTS INVOLVES INVESTMENT RISKS,
INCLUDING POSSIBLE LOSS OF PRINCIPAL.
THE CONTRACTS ARE NOT FDIC INSURED.
THE CONTRACTS ARE ONLY AVAILABLE IN NEW YORK.
</Table>

PROSPECTUS
1
<Page>
TABLE OF CONTENTS
- -------------------------------------------------------------------

<Table>
<Caption>
PAGE
- ----------------------------------------------------------------------------

OVERVIEW
- ----------------------------------------------------------------------------
Important Terms 3
- ----------------------------------------------------------------------------
The Contract at a Glance 4
- ----------------------------------------------------------------------------
How the Contract Works 6
- ----------------------------------------------------------------------------
Expense Table 7
- ----------------------------------------------------------------------------
Financial Information 11
- ----------------------------------------------------------------------------
CONTRACT FEATURES
- ----------------------------------------------------------------------------
The Contract 12
- ----------------------------------------------------------------------------
Purchases 13
- ----------------------------------------------------------------------------
Contract Value 14
- ----------------------------------------------------------------------------
Investment Alternatives 15
- ----------------------------------------------------------------------------
The Variable Sub-Accounts 15
- ----------------------------------------------------------------------------
The Fixed Account Options 16
- ----------------------------------------------------------------------------
Transfers Expenses 18
- ----------------------------------------------------------------------------
Expenses 20
- ----------------------------------------------------------------------------
Access To Your Money 22
- ----------------------------------------------------------------------------
Income Payments 23
- ----------------------------------------------------------------------------
</Table>

<Table>
<Caption>
PAGE
- ----------------------------------------------------------------------------

Death Benefits 25
- ----------------------------------------------------------------------------
OTHER INFORMATION
- ----------------------------------------------------------------------------
More Information: 27
- ----------------------------------------------------------------------------
Allstate New York 27
- ----------------------------------------------------------------------------
The Variable Account 27
- ----------------------------------------------------------------------------
The Funds 27
- ----------------------------------------------------------------------------
The Contract 28
- ----------------------------------------------------------------------------
Qualified Plans 28
- ----------------------------------------------------------------------------
Legal Matters 28
- ----------------------------------------------------------------------------
Taxes 29
- ----------------------------------------------------------------------------
Annual Reports and Other Documents 34
- ----------------------------------------------------------------------------
Performance Information 35
- ----------------------------------------------------------------------------
Experts 35
- ----------------------------------------------------------------------------
APPENDIX A -- ACCUMULATION UNIT VALUES A-1
- ----------------------------------------------------------------------------
APPENDIX B -- MARKET VALUE ADJUSTMENT EXAMPLES B-1
- ----------------------------------------------------------------------------
</Table>

2 PROSPECTUS
<Page>
IMPORTANT TERMS
- -------------------------------------------------------------------

<Table>
<Caption>
PAGE
- ------------------------------------------------------------------------------

Accumulation Phase 6
- ------------------------------------------------------------------------------
Accumulation Unit 14
- ------------------------------------------------------------------------------
Accumulation Unit Value 14
- ------------------------------------------------------------------------------
Allstate New York ("We" and/or "Us") 1, 27
- ------------------------------------------------------------------------------
Anniversary Values 26
- ------------------------------------------------------------------------------
Annuitant 12
- ------------------------------------------------------------------------------
Automatic Additions Program 5
- ------------------------------------------------------------------------------
Automatic Fund Rebalancing Program 19
- ------------------------------------------------------------------------------
Beneficiary 12
- ------------------------------------------------------------------------------
Cancellation Period 4
- ------------------------------------------------------------------------------
Contract* 28
- ------------------------------------------------------------------------------
Contract Anniversary 5
- ------------------------------------------------------------------------------
Contract Owner ("You") 12
- ------------------------------------------------------------------------------
Contract Value 5
- ------------------------------------------------------------------------------
Contract Year 5
- ------------------------------------------------------------------------------
Death Benefit Anniversary 25
- ------------------------------------------------------------------------------
Dollar Cost Averaging Option 16
- ------------------------------------------------------------------------------
Dollar Cost Averaging Program 19
- ------------------------------------------------------------------------------
Due Proof of Death 25
- ------------------------------------------------------------------------------
Enhanced Death Benefit Option 4
- ------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
PAGE
- ------------------------------------------------------------------------------

Fixed Account Options 16
- ------------------------------------------------------------------------------
Funds 27
- ------------------------------------------------------------------------------
Guarantee Periods 16
- ------------------------------------------------------------------------------
Income Plan 6, 23
- ------------------------------------------------------------------------------
Investment Alternatives 4
- ------------------------------------------------------------------------------
Issue Date 6
- ------------------------------------------------------------------------------
Market Value Adjustment 17
- ------------------------------------------------------------------------------
Payout Phase 6
- ------------------------------------------------------------------------------
Payout Start Date 23
- ------------------------------------------------------------------------------
Preferred Withdrawal Amount 21
- ------------------------------------------------------------------------------
Qualified Contracts 12, 31
- ------------------------------------------------------------------------------
Right to Cancel 13
- ------------------------------------------------------------------------------
SEC 1
- ------------------------------------------------------------------------------
Settlement Value 25
- ------------------------------------------------------------------------------
Systematic Withdrawal Program 22
- ------------------------------------------------------------------------------
Treasury Rate 18
- ------------------------------------------------------------------------------
Valuation Date 13
- ------------------------------------------------------------------------------
Variable Account 27
- ------------------------------------------------------------------------------
Variable Sub-Account 15
- ------------------------------------------------------------------------------
</Table>

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

3 PROSPECTUS
<Page>
THE CONTRACT AT A GLANCE
- -------------------------------------------------------------------

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

<Table>

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

RIGHT TO CANCEL You may cancel your Contract within 10 days after receipt
("CANCELLATION PERIOD"). Upon cancellation, as permitted by
federal or state law, we will return your purchase payments
adjusted to reflect the investment experience of any amounts
allocated to the Variable Account. The adjustment will
reflect the deduction of mortality and expense risk charges
and administrative expense charges.
- --------------------------------------------------------------------------------------------------------

EXPENSES You will bear the following expenses:
- Total Variable Account annual fees equal to 1.10% of
average daily net Assets (1.30% if you select the
ENHANCED DEATH BENEFIT OPTION)
- Annual contract maintenance charge of $35 (with certain
exceptions)
- Withdrawal charges ranging from 0% to 7% of payment
withdrawn (with certain exceptions)
- Transfer fee of $10 after 12th transfer in any CONTRACT
YEAR (fee currently waived)
- 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 21 investment alternatives including:
- 3 Fixed Account Options (which credit interest at rates
we guarantee), and
- 18 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.
- --------------------------------------------------------------------------------------------------------

SPECIAL SERVICES For your convenience, we offer these special services:
- AUTOMATIC FUND REBALANCING PROGRAM
- AUTOMATIC ADDITIONS PROGRAM
- DOLLAR COST AVERAGING PROGRAM
- SYSTEMATIC WITHDRAWAL PROGRAM
</Table>

4 PROSPECTUS
<Page>
<Table>

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

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

DEATH BENEFITS If you or the Annuitant (if the Contract is owned by a
non-natural person) 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. Full or partial
withdrawals are available under limited circumstances on or
after the Payout Start Date.
In general, you must withdraw at least $50 at a time ($1,000
for withdrawals made during the Payout Phase.) Withdrawals
of earnings are taxed as ordinary income and, if taken prior
to age 59 1/2, may be subject to an additional 10% federal
tax penalty. A withdrawal charge and MARKET VALUE ADJUSTMENT
also may apply.
</Table>

5 PROSPECTUS
<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 21 investment alternatives and
generally 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 23. You receive income payments during what we call the
"PAYOUT PHASE" of the Contract, which begins on the Payout Start Date and
continues until we make the last payment required by the Income Plan you select.
During the Payout Phase, if you select a fixed income payment option, we
guarantee the amount of your payments, which will remain fixed. If you select a
variable income payment option, based on one or more of the Variable
Sub-Accounts, the amount of your payments will vary up or down depending on the
performance of the corresponding Funds. The amount of money you accumulate under
your Contract during the Accumulation Phase and apply to an Income Plan will
determine the amount of your income payments during the Payout Phase.

The timeline below illustrates how you might use your Contract.

<Table>
<Caption>
ISSUE ACCUMULATION PHASE PAYOUT PAYOUT
DATE START PHASE
DATE

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

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

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

6 PROSPECTUS
<Page>
EXPENSE TABLE
- -------------------------------------------------------------------

CONTRACT OWNER TRANSACTION EXPENSES
Withdrawal Charge (as a percentage of purchase payments)*

<Table>
<Caption>
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***
- ---------------------------------------------------------------------------------------------------------------
</Table>

*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 DAILY NET ASSET VALUE
DEDUCTED FROM EACH VARIABLE SUB-ACCOUNT)

<Table>

WITH ENHANCED DEATH BENEFIT OPTION
Mortality and Expense Risk Charge 1.20%*
- ----------------------------------------------------------------------
Administrative Expense Charge 0.10%
- ----------------------------------------------------------------------
Total Variable Account Annual Expense 1.30%
- ----------------------------------------------------------------------

WITHOUT ENHANCED DEATH BENEFIT OPTION
Mortality and Expense Risk Charge 1.00%*
- ----------------------------------------------------------------------
Administrative Expense Charge 0.10%
- ----------------------------------------------------------------------
Total Variable Account Annual Expense 1.10%
- ----------------------------------------------------------------------
</Table>

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

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

<Table>
<Caption>
Total Annual
Management Other Fund
Portfolio Fees Expenses Expenses

- -------------------------------------------------------------------------------------------------------------------
AIM V.I. Aggressive Growth Fund 0.80% 0.41% 1.21%
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. Balanced Fund 0.75% 0.37% 1.12%
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. Basic Value Fund (2) 0.73% 0.57% 1.30%
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. Blue Chip Fund 0.75% 0.51% 1.26%
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund 0.61% 0.24% 0.85%
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Development Fund 0.75% 0.41% 1.16%
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. Core Equity Fund (3) 0.61% 0.21% 0.82%
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. Dent Demographic Trends Fund (4,5) 0.85% 0.59% 1.44%
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. Diversified Income Fund 0.60% 0.33% 0.93%
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. Global Utilities Fund 0.65% 0.42% 1.07%
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. Government Securities Fund 0.50% 0.58% 1.08%
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. Growth Fund 0.62% 0.26% 0.88%
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. High Yield Fund 0.63% 0.66% 1.29%
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. International Growth Fund (3) 0.73% 0.32% 1.05%
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. Mid Cap Core Equity Fund (2,3) 0.73% 0.57% 1.30%
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. Money Market Fund 0.40% 0.24% 0.64%
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. New Technology Fund (4,6) 1.00% 0.49% 1.49%
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. Premier Equity Fund (3) 0.60% 0.25% 0.85%
- -------------------------------------------------------------------------------------------------------------------
</Table>

(1) Except as otherwise noted, figures shown in the Table are for the year ended
December 31, 2001 and are expressed as a percentage of Fund average daily
net assets. There is no guarantee that actual expenses will be the same as
those shown in the table.

(2) Figures shown in the table are for the current year and are expressed as a
percentage of Fund average daily net assets..

(4) Before fee waivers and restated to reflect current fees. The Fund's advisor
has contractually agreed to waive advisory fees or reimburse expenses to the
extent necessary to limit Total Annual Fund Expenses (excluding Rule 12b-1
Pan fees, if any, interest, taxes, dividend expense on short sales,
extraordinary items and increases in expenses due to expense offset
arrangements, if any) to 1.30%.

(6) After fee waivers and expense reimbursements, Management Fees, Other
Expenses and Total Annual Fund Expenses for the AIM V.I. New Technology Fund
were 0.81%, 0.49% and 1.30%, respectively.

8 PROSPECTUS
<Page>
EXAMPLE 1

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

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

- - earned a 5% annual return on your investment,

- - 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

- - 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>
Portfolio 1 Year 3 Years 5 Years 10 Years

- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Aggressive Growth Fund (2) $77 $115 $155 $293
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Balanced Fund $77 $112 $150 $284
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Basic Value Fund $78 $118 $160 $302
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Blue Chip Fund (2,3) $78 $116 $158 $298
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund $74 $104 $137 $257
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Development Fund (2) $77 $113 $153 $288
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Core Equity Fund $73 $103 $135 $253
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Dent Demographic Trends Fund (2,4) $80 $122 $167 $316
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Diversified Income Fund $75 $106 $141 $265
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Global Utilities Fund $76 $111 $148 $279
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Government Securities Fund $76 $111 $148 $280
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Growth Fund $74 $105 $138 $260
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. High Yield Fund (2) $78 $117 $159 $301
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. International Growth Fund $76 $110 $147 $277
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Mid Cap Core Equity Fund $78 $118 $160 $302
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Money Market Fund $72 $97 $126 $234
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. New Technology Fund $80 $123 $169 $321
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Premier Equity Fund $74 $104 $137 $257
- ------------------------------------------------------------------------------------------------------------------------------
</Table>

9 PROSPECTUS
<Page>
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>
Sub-Account 1 Year 3 Years 5 Years 10 Years

- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Aggressive Growth Fund (2) $26 $81 $138 $293
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Balanced Fund $26 $78 $134 $284
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Basic Value Fund $27 $84 $143 $302
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Blue Chip Fund (2,3) $27 $83 $141 $298
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund $23 $70 $120 $257
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Development Fund (2) $26 $80 $136 $288
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Core Equity Fund $22 $69 $118 $253
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Dent Demographic Trends Fund (2,4) $29 $88 $150 $316
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Diversified Income Fund $24 $73 $124 $265
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Global Utilities Fund $25 $77 $131 $279
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Government Securities Fund $25 $77 $132 $280
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Growth Fund $23 $71 $121 $260
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. High Yield Fund (2) $27 $84 $142 $301
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. International Growth Fund $25 $76 $130 $277
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Mid Cap Core Equity Fund $27 $84 $143 $302
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Money Market Fund $21 $64 $109 $234
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. New Technology Fund $29 $90 $153 $321
- ------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Premier Equity Fund $23 $70 $120 $257
- ------------------------------------------------------------------------------------------------------------------------------
</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
$49,199. THE ABOVE EXAMPLES ASSUME "TOTAL ANNUAL FUND EXPENSES" LISTED IN THE
EXPENSE TABLE WILL CONTINUE THROUGHOUT THE PERIODS SHOWN.

10 PROSPECTUS
<Page>
FINANCIAL INFORMATION
- -------------------------------------------------------------------

11 PROSPECTUS
<Page>
THE CONTRACT
- -------------------------------------------------------------------

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

- - the investment alternatives during the Accumulation and Payout Phases,

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

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

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

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

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

- - 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. If the Contract Owner is a Grantor Trust, the Contract Owner will be
considered a non-natural person for purposes of this section and the Death
Benefit section. The maximum age of the oldest Contract owner cannot exceed age
90 as of the date we receive the completed application to purchase the Contract.

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. The
maximum age of the Annuitant cannot exceed age 90 as of the date we receive the
completed application to purchase the Contract. If the Contract owner is a
natural person you may change the Annuitant prior to the Payout Start Date. In
our discretion, we may permit you to designate a joint Annuitant, who is a
second person on whose life income payments depend, on the Payout Start Date.

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

- - the youngest Contract owner, if living, otherwise

- - the youngest Beneficiary.

BENEFICIARY
The Beneficiary is the person who may elect to receive the death benefit or
become the new Contract owner, subject to the Death of Owner provision, if the
sole surviving Contract owner dies before the Payout Start Date (See section
titled "Death Benefits" for details.) 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:

- - your spouse or, if he or she is no longer alive,

- - your surviving children equally, or if you have no surviving children,

- - your estate.

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

ASSIGNMENT
No Owner has the right to assign any interest in a Contract as collateral or
security for a loan. However, you may assign periodic income payments under the
Contract prior to the Payout Start Date. No Beneficiary may assign benefits
under the Contract until they are due. We will not be bound by any assignment
until the assignor signs it and files it with us. We are not responsible for the
validity of any assignment. Federal law prohibits or restricts the assignment of
benefits under many types of retirement plans and the terms of such plans may
themselves contain restrictions on assignments. An assignment may also result in
taxes or tax penalties. YOU SHOULD CONSULT WITH AN ATTORNEY BEFORE TRYING TO
ASSIGN YOUR CONTRACT.

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

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

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

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

We will credit the initial purchase payment that accompanies your completed
application to your Contract within 2 business days after we receive the payment
at our servicing center. If your application is incomplete, we will ask you to
complete your application within 5 business days. If you do so, we will credit
your initial purchase payment to your Contract within that 5 business day
period. If you do not, we will return your purchase payment at the end of the 5
business day period unless you expressly allow us to hold it until you complete
the application. We will credit subsequent purchase payments to the Contract at
the close of the business day on which we receive the purchase payment at our
service center located in Vernon Hills, Illinois (mailing address: 300 North
Milwaukee Avenue, Vernon Hills, Illinois, 60061).

RIGHT TO CANCEL
You may cancel the Contract by returning it to us within the Cancellation
Period, which is the 10 day period after you receive the Contract (60 days if
you are exchanging another contract for the Contract described in this
prospectus.) You may return it by delivering it or mailing it to us. If you
exercise this

13 PROSPECTUS
<Page>
"RIGHT TO CANCEL," the Contract terminates and we will pay you the full amount
of your purchase payments allocated to the Fixed Account Options. Upon
cancellation, as permitted by federal or state law, we will return your purchase
payments allocated to the Variable Account after an adjustment to reflect
investment gain or loss and applicable charges 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.

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 investment 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:

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

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

We determine a separate Accumulation Unit Value for each Variable Sub-Account on
each Valuation Date. We also determine a separate set of Accumulation Unit
Values reflecting the cost of the Enhanced Death Benefit Option described on
page 25.

14 PROSPECTUS
<Page>
INVESTMENT ALTERNATIVES: THE VARIABLE SUB-ACCOUNTS
- -------------------------------------------------------------------

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

<Table>
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. Basic Value Fund Long-term growth of capital
AIM V.I. Blue Chip Fund Long-term growth of capital with a
secondary objective of current income
AIM V.I. Capital Appreciation Fund Growth of capital
AIM V.I. Capital Development Fund Long-term growth of capital
AIM V.I. Core Equity Fund Growth of capital with a secondary
objective of current income
AIM V.I. Dent Demographic Trends Fund Long-term growth of capital
AIM V.I. Diversified Income Fund High level of current income
AIM V.I. Global Utilities Fund High total return
AIM V.I. Government Securities Fund High level of current income consistent
with reasonable concern for safety of
principal
AIM V.I. Growth Fund Growth of capital
AIM V.I. High Yield Fund High level of current income
AIM V.I. International Growth Fund Long-term growth of capital
AIM V.I. Mid Cap Core 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. New Technology Fund Long-term growth of capital
AIM V.I. Premier Equity Fund Long-term growth of capital with income
as a secondary objective
</Table>

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

**Due to the sometime limited availability of common stocks of small-cap
companies that meet the investment criteria for AIM V.I. Aggressive Growth
Fund, the Fund may periodically suspend or limit the offering of its shares
and it will be closed to new participants when Fund assets reach $200 million.
During closed periods the Fund will accept additional investments from
existing Contract owners maintaining an allocation in the Fund.

15 PROSPECTUS
<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 3 Fixed Account Options, including 2 DOLLAR
COST AVERAGING FIXED ACCOUNT OPTIONS ("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 18, by allocating purchase payments to the Dollar Cost
Averaging Option either for 6 months (the "6 Month Dollar Cost Averaging
Option") or for 12 months (the "12 Month Dollar Cost Averaging Option"). Your
purchase payments that you allocate to the Dollar Cost Averaging Option will
earn interest for the period you select at the current rate in effect at the
time of allocation. Rates may differ from those available for the Guarantee
Periods described below.

We will credit interest daily at a rate that will compound over the 6 or 12
month period to the annual interest rate we guaranteed at the time of
allocation. You must transfer all of your money out of the 6 or 12 Month Dollar
Cost Averaging Options to other investment alternatives in equal monthly
installments beginning within 30 days of allocation. The number of monthly
installments must be no more than 6 for the 6 Month Dollar Cost Averaging
Option, and no more than 12 for the 12 Month Dollar Cost Averaging Option.

If we do not receive allocation instructions from you within one month of the
date of the payment, the payment plus associated interest will be transfered to
the Money Market Variable Sub-Account in equal monthly installments using the
longest transfer period being offered at the time the Purchase Payment is made.

At the end of the applicable transfer period, any nominal amounts remaining in
the Dollar Cost Averaging Option will be allocated to the Money Market Variable
Sub-Account.

You may not transfer funds from other investment alternatives to the Dollar Cost
Averaging Option.

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

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

GUARANTEE PERIODS
Each payment or transfer allocated to a Guarantee Period earns interest at a
specified rate that we guarantee for a period of years. Guarantee Periods may
range from 1 to 10 years. We are currently offering Guarantee Periods of 1, 3,
5, 7, and 10 years in length. In the future we may offer Guarantee Periods of
different lengths or stop offering some Guarantee Periods. You select one or
more Guarantee Periods for each purchase payment or transfer. If you do not
select the Guarantee Period for a purchase payment or transfer, we will assign
the shortest Guarantee Period available under the Contract for such payment or
transfer. We reserve the right to limit the number of additional purchase
payments that you may allocate to this Option. Please consult with your sales
representative for more information.

We have no specific formula for determining the rate of interest that we will
declare initially or in the future. We will set those interest rates based on
investment returns available at the time of the determination. In addition, we
may consider various other factors in determining interest rates including
regulatory and tax requirements, our sales commission and administrative
expenses, general economic trends, and competitive factors. WE DETERMINE THE
INTEREST RATES TO BE DECLARED IN OUR SOLE DISCRETION. WE CAN NEITHER PREDICT NOR
GUARANTEE WHAT THOSE RATES WILL BE IN THE FUTURE. For current interest rate
information, please contact your sales representative or Allstate New York at
1-800-692-4682. The interest rates we credit for the Dollar Cost Averaging
Option will never be less than 3% annually.

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.

16 PROSPECTUS
<Page>
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:

<Table>

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

END OF CONTRACT YEAR

<Table>
<Caption>
YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
---------- ---------- ---------- ---------- ----------

Beginning Contract Value...................... $10,000.00
X (1 + Annual Interest Rate) 1.045
----------
$10,450.00
Contract Value at end of Contract Year........ $10,450.00
X (1 + Annual Interest Rate 1.045
----------
$10,920.25
Contract Value at end of Contract Year........ $10,920.25
X (1 + Annual Interest Rate) 1.045
----------
$11,411.66
Contract Value at end of Contract Year........ $11,411.66
X (1 + Annual Interest Rate) 1.045
----------
$11,925.19
Contract Value at end of Contract Year........ $11,925.19
X (1 + Annual Interest Rate) 1.045
----------
$12,461.82
</Table>

TOTAL INTEREST CREDITED DURING GUARANTEE PERIOD = $2,461.82 ($12,461.82 -
$10,000)

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

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.

17 PROSPECTUS
<Page>
Market Value Adjustment also may apply upon payment of a death benefit from
amounts currently invested in a Guarantee Period (unless paid or applied during
the 30 day period after such Guarantee Period expires). We will not apply a
Market Value Adjustment to a transfer you make as part of a Dollar Cost
Averaging Program. We also will not apply a Market Value Adjustment to a
withdrawal you make:

- - within the Preferred Withdrawal Amount as described on page 21, or

- - 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 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.

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. The minimum
amount that you may transfer into a Guarantee Period is $500. We currently do
not assess, but reserve the right to assess, a $10 charge on each transfer in
excess of 12 per Contract Year. We treat transfers to or from more than one Fund
on the same day as one transfer. Transfers you make as part of a Dollar Cost
Averaging Program or Automatic Fund Rebalancing Program do not count against the
12 free transfers per Contract Year.

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

18 PROSPECTUS
<Page>
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.

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.

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 interest credited from the 3, 5, 7
or 10 year Guarantee Periods, to any Variable Sub-Account. The interval between
transfers may be monthly, quarterly, semi-annually, or annually. Transfers made
through dollar cost averaging must be $50 or more. You may not use dollar cost
averaging to transfer amounts into the Dollar Cost Averaging Option.

Call or write us for instructions on how to enroll.

Example:

19 PROSPECTUS
<Page>
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.

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

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

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

- - 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:

- - as of the Payout Start Date, the Contract Value is $50,000 or more, or

- - all income payments are fixed amount income payments.

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

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

20 PROSPECTUS
<Page>
on transfers that are part of a Dollar Cost Averaging or Automatic Fund
Rebalancing Program.

EXCESSIVE TRADING LIMITS
For Contracts issued on or after July 17, 2000, we reserve the right to limit
transfers in any Contract year, or to refuse any transfer request for a Contract
Owner or certain Contract Owners, if:

- - we believe, in our sole discretion, that excessive trading by such Contract
owner or owners, or a specific transfer request or group of transfer requests,
may have a detrimental effect on the Accumulation Unit Values of any Variable
Sub-Account or the share prices of the corresponding Funds or would be to the
disadvantage of other Contract Owners; or

- - we are informed by one or more of the corresponding Funds that they intend to
restrict the purchase or redemption of Fund shares because of excessive
trading or because they believe that a specific transfer or groups of
transfers would have a detrimental effect on the prices of Fund shares.

We may apply the restrictions in any manner reasonably designed to prevent
transfers that we consider disadvantageous to other Contract Owners.

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:

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

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

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

- - 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);

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

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

- - withdrawals made after all purchase payments have been withdrawn.

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

21 PROSPECTUS
<Page>
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 page above. We may receive compensation from A I M Advisors,
Inc., for administrative services we provide to the Funds.

ACCESS TO YOUR MONEY
- -------------------------------------------------------------------

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

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

If you request a total withdrawal, we may request that you return your Contract
to us. We also will deduct a Contract Maintenance Carge of $35, unless we have
waived the Contract Maintenance Charge on your Contract.

Withdrawals of earnings are taxed as ordinary income and, if taken prior to age
59 1/2, may be subject to an additional 10% federal tax penalty.

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 accumulation unit value of the Variable
Sub-Accounts and the value of the Fixed Account Options, systematic withdrawals
may reduce or even exhaust the Contract Value. Withdrawals of earnings are taxed
as ordinary income and, if taken prior to age 59 1/2, may be subject to an
additional 10% federal tax penalty. Please consult your tax advisor before
taking any withdrawal.

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MINIMUM CONTRACT VALUE
If your request for a partial withdrawal would reduce the amount in any
Guarantee Period to less than $500, we may treat it as a request to withdraw the
entire amount invested in such Guarantee Period. If your request for a partial
withdrawal would reduce the Contract Value to less than $1,000, we may treat it
as a request to withdraw your entire Contract Value. Your Contract will
terminate if you withdraw all of your Contract Value. We will, however, ask you
to confirm your withdrawal request before terminating your Contract. Before
terminating any Contract value whose value has been reduced by withdrawals to
less than $1,000, we would inform you in writing of our intention to terminate
your Contact and give you at least 30 days in which to make an additional
Purchase Payment to restore your Contract's value to the contractual minimum of
$1,000. If we terminate your Contract, we will distribute to you its Contract
Value, adjusted by any applicable Market Value Adjustment, less withdrawal and
other charges, and applicable taxes.

INCOME PAYMENTS
- -------------------------------------------------------------------

- - fixed income payments;

- - variable income payments; or

- - a combination of the two.

The three Income Plans are:

INCOME PLAN 1 -- LIFE INCOME WITH GUARANTEED PAYMENTS. Under this plan, we make
periodic income payments for at least as long as the Annuitant lives. If the
Annuitant dies before we have made all of the guaranteed income payments, we
will continue to pay the remainder of the guaranteed income payments as required
by the Contract.

INCOME PLAN 2 -- JOINT AND SURVIVOR LIFE INCOME WITH GUARANTEED PAYMENTS. Under
this plan, we make periodic income payments for at least as long as either the
Annuitant or the joint Annuitant is alive. If both the Annuitant and the joint
Annuitant die before we have made all of the guaranteed income payments, we will
continue to pay the remainder of the guaranteed income payments as required by
the Contract.

INCOME PLAN 3 -- GUARANTEED PAYMENTS FOR A SPECIFIED PERIOD (5 YEARS TO 30
YEARS). Under this plan, we make periodic income payments for the period you
have chosen. These payments do not depend on the Annuitant's life. Income
payments for less than 120 months may be subject to a withdrawal charge. We will
deduct the mortality and expense risk charge from the Variable Sub-Account
assets that support variable income payments even though we may not bear any
mortality risk.

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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.

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 any applicable 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:

- - 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

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

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.

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

DEATH BENEFITS
- -------------------------------------------------------------------

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

1. any Contract owner dies or,

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

We will pay the death benefit to the new Contract owner who is 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:

- - a certified copy of a death certificate,

- - a certified copy of a decree of a court of competent jurisdiction as to the
finding of death, or

- - 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 greatest of the Contract Value 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.

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

Please see Appendix B to this prospectus, which contains examples of the
application of the withdrawal adjustment.

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

ENHANCED DEATH BENEFIT OPTION. If the oldest Contract owner and Annuitant is
less than or equal to age 80 as of the date we receive the completed
application, the Enhanced Death Benefit Option, is an optional benefit that you
may select. 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, described below. The Enhanced Death Benefit will never be greater
than the maximum death benefit allowed by any state nonforfeiture laws which
govern the Contract.

ENHANCED DEATH BENEFIT. The Enhanced Death Benefit on the Issue Date is equal to
the initial purchase

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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 oldest 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. The Contract owner may make a
single withdrawal of any amount within one year of the date of death without
incurring a withdrawal charge. Any applicable positive aggregate Market Value
Adjustment, determined as of the date of the withdrawal, will apply. We reserve
the right to waive the 180 day limit on a non-discriminatory basis. 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, whichever is earlier.

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:

- - the life of the Contract owner; or

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

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

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

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

26 PROSPECTUS
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MORE INFORMATION
- -------------------------------------------------------------------

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

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

Allstate New York is a wholly owned subsidiary of Allstate Life Insurance
Company ("ALLSTATE LIFE"), a stock life insurance company incorporated under the
laws of the State of Illinois. Allstate Life is a wholly owned subsidiary of
Allstate Insurance Company, a stock property-liability insurance company
incorporated under the laws of 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.

Independent rating agencies regularly evaluate life insurers' claims-paying
ability, quality of investments, and overall stability. A.M. Best Company
assigns an A+ (Superior) financial strength rating to Allstate Life, which
results in an A+g rating to Allstate New York due to its group affiliation with
Allstate Life. Standard & Poor's assigns an AA+ (Very Strong) and Moody's
Investors Service assigns an Aa2 (Excellent) financial strength rating to
Allstate New York, sharing the same ratings of its parent, Allstate Life. 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.

Our obligations arising under the Contracts are general corporate obligations of
Allstate New York.

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.

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.

27 PROSPECTUS
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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.

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

We will pay commissions to broker-dealers who sell the Contracts. Commissions
paid may vary, but we estimate that the total commissions paid on all Contract
sales will not exceed 8 1/2% of any purchase payments. Sometimes, we also pay
the broker-dealer a persistency bonus in addition to the standard commissions. A
persistency bonus is not expected to exceed 1.2%, on an annual basis, of the
purchase payments considered in connection with the bonus. These commissions are
intended to cover distribution expenses. Contracts may be sold by
representatives or employees of banks which may be acting as broker-dealers
without separate registration under the Exchange Act, pursuant to legal and
regulatory exceptions.

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

- - issuance of the Contracts;

- - maintenance of Contract owner records;

- - Contract owner services;

- - calculation of unit values;

- - maintenance of the Variable Account; and

- - preparation of Contract owner reports.

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

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
Bricker & Eckler LLP, Columbus, OH, has advised Allstate New York on certain
federal securities law

28 PROSPECTUS
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matters. All matters of New York law pertaining to the Contracts, including the
validity of the Contracts and Allstate New York's right to issue such Contracts
under New York insurance law, have been passed upon by Michael J. Velotta,
General Counsel of Allstate New York.

TAXES
- -------------------------------------------------------------------

THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. ALLSTATE
NEW YORK MAKES NO GUARANTEE REGARDING THE TAX TREATMENT OF ANY CONTRACT OR
TRANSACTION INVOLVING A CONTRACT.

TAXATION OF ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
Allstate 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 New York, and its operations form a part of
Allstate New York, it will not be taxed separately. 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 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 New
York does not anticipate that it will incur any federal income tax liability
attributable to the Variable Account, and therefore Allstate New York does not
intend to make provisions for any such taxes. If Allstate New York is taxed on
investment income or capital gains of the Variable Account, then Allstate New
York may impose a charge against the Variable Account in order to make provision
for such taxes.

TAXATION OF ANNUITIES IN GENERAL

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

1. the Contract Owner is a natural person,

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

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

29 PROSPECTUS
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control over the Funds or their investments, we expect the Funds to meet the
diversification requirements.

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 separate
account assets. For example, you have the choice to allocate premiums and
Contract Values among a broader selection of 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 ANNUITY PAYMENTS. Generally, the rule for income taxation of annuity
payments received from a nonqualified 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. The Federal tax treatment of annuity payments is unclear in some
respects. As a result, if the IRS should provide further guidance, it is
possible that the amount we calculate and report to the IRS as taxable could be
different. 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.

DISTRIBUTION AT DEATH RULES. In order to be considered an annuity contract for
federal income tax purposes, the Contract must provide:

30 PROSPECTUS
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owned by a non-natural person will be treated as the death of the Contract
Owner.

TAXATION OF ANNUITY DEATH BENEFITS. Death Benefit 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 Income Plan, the amounts are taxed in the same manner
as annuity payments.

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 becoming totally disabled,

3. made in substantially equal periodic payments over the Contract Owner's life
or life expectancy, or over the joint lives or joint life expectancies of the
Contract Owner and the Beneficiary,

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 how these exceptions may
apply to your situation.

SUBSTANTIALLY EQUAL PERIODIC PAYMENTS. With respect to non-Qualified Contracts
using substantially equal periodic payments or immediate annuity payments as an
exception to the penalty tax on premature distributions, any additional
withdrawal or other modification of the payment stream would violate the
requirement that payments must be substantially equal. Failure to meet this
requirement would mean that the income portion of each payment received prior to
the later of 5 years or the Contract Owner's attaining age 59 1/2 would be
subject to a 10% penalty tax unless another exception to the penalty tax
applied. The tax for the year of the modification is increased by the penalty
tax that would have been imposed without the exception, plus interest for the
years in which the exception was used. You should consult a competent tax
advisor prior to taking a withdrawal.

Election out of withholding is valid only if the customer provides a U.S.
residence address and taxpayer identification number.

31 PROSPECTUS
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may be used as investments with certain qualified plans such as:

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

- - Roth IRAs under Section 408A of the Code;

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

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

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

- - Corporate and Self Employed Pension and Profit Sharing Plans under Sections
401 and 403; and

- - State and Local Government and Tax-Exempt Organization Deferred Compensation
Plans under Section 457.

Allstate New York reserves the right to limit the availability of the Contract
for use with any of the Qualified Plans listed above or to modify the Contract
to conform with tax requirements. 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 certain
transactions such as excess contributions, premature distributions, and
distributions that do not conform to specified commencement and minimum
distribution rules.

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.

- - made on or after the date the Contract Owner attains age 59 1/2,

- - made to a beneficiary after the Contract Owner's death,

- - attributable to the Contract Owner being disabled, or

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

REQUIRED MINIMUM DISTRIBUTIONS. Generally, qualified plans require minimum
distributions upon reaching age 70 1/2. Failure to withdraw the required minimum
distribution will result in a 50% tax penalty on the shortfall not withdrawn
from the contract. Not all income plans offered under this annuity contract
satisfy the requirements for minimum distributions. Because these distributions
are required under the code and the method of calculation is complex, please see
a competent tax advisor.

THE DEATH BENEFIT AND QUALIFIED CONTRACTS. Pursuant to the Code and IRS
regulations, an IRA may not invest in life insurance contracts. However, an IRA
(e.g., traditional IRA, Roth IRA, SEP IRA and SIMPLE IRA) may provide a death
benefit that equals the greater of the purchase payments or the Contract Value.
The Contract offers a death benefit that in certain circumstances may exceed the
greater of the purchase payments or 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 satisfy the
requirements of an IRA. We believe that these regulations do not prohibit all
forms of optional death benefits; however, at this time we are not allowing the
Enhanced Earnings Death Benefit Plus Option to be sold with an IRA.

Allstate New York reserves the right to limit the availability of the Contract
for use with any of the qualified plans listed above.

PENALTY TAX ON PREMATURE DISTRIBUTIONS FROM QUALIFIED CONTRACTS. A 10% penalty
tax applies to the taxable amount of any premature distribution from a

32 PROSPECTUS
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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 total disability,

3. made in substantially equal periodic payments over the Contract Owner's life
or life expectancy, or over the joint lives or joint life expectancies of the
Contract Owner and the Contract Beneficiary,

4. made pursuant to an IRS levy,

5. made for certain medical expenses,

6. made to pay for health insurance premiums while unemployed (only applies for
IRAs),

7. made for qualified higher education expenses (only applies for IRAs), and

8. made for a first time home purchase (up to a $10,000 lifetime limit and only
applies for IRAs).

During the first 2 years of the individual's participation in a SIMPLE IRA,
distributions that are otherwise subject to the premature distribution penalty,
will be subject to a 25% penalty tax.

You should consult a competent tax advisor to determine how these exceptions may
apply to your situation.

SUBSTANTIALLY EQUAL PERIODIC PAYMENTS ON QUALIFIED CONTRACTS. With respect to
Qualified Contracts using substantially equal periodic payments as an exception
to the penalty tax on premature distributions, any additional withdrawal or
other modification of the payment stream would violate the requirement that
payments must be substantially equal. Failure to meet this requirement would
mean that the income portion of each payment received prior to the later of 5
years or the taxpayer's attaining age 59 1/2 would be subject to a 10% penalty
tax unless another exception to the penalty tax applied. The tax for the year of
the modification is increased by the penalty tax that would have been imposed
without the exception, plus interest for the years in which the exception was
used. You should consult a competent tax advisor prior to taking a withdrawal.

INCOME TAX WITHHOLDING ON QUALIFIED CONTRACTS. Generally, Allstate New York is
required to withhold federal income tax at a rate of 10% from all non-annuitized
distributions that are not considered "ELIGIBLE ROLLOVER DISTRIBUTIONS." The
customer may elect out of withholding by completing and signing a withholding
election form. If no election is made, we will automatically withhold the
required 10% from the taxable amount. In certain states, if there is federal
withholding, then state withholding is also mandatory. Allstate New York is
required to withhold federal income tax at a rate of 20% on all "ELIGIBLE
ROLLOVER DISTRIBUTIONS" unless you elect to make a "DIRECT ROLLOVER" of such
amounts to an IRA or eligible retirement plan. Eligible rollover distributions
generally include all distributions from Qualified Contracts, excluding IRAs,
with the exception of:

1. required minimum distributions, or

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

3. a series of substantially equal periodic payments made over the life (joint
lives) of the participant (and beneficiary), or,

4. hardship distributions.

Election out of withholding is valid only if the customer provides a U.S.
residence address and taxpayer identification number.

33 PROSPECTUS
<Page>
SIMPLIFIED EMPLOYEE PENSION PLANS. Section 408(k) of the Code allows eligible
employers to establish simplified employee pension plans for their employees
using individual retirement annuities. Under these plans the employer may,
within specified limits, make deductible contributions on behalf of the
employees to the individual retirement annuities. Employers intending to use the
Contract in connection with such plans should seek competent tax advice.

TO DETERMINE IF YOU ARE ELIGIBLE TO CONTRIBUTE TO ANY OF THE ABOVE LISTED IRAS
(TRADITIONAL, ROTH, SEP, OR SIMPLE), PLEASE REFER TO IRS PUBLICATION 590 AND
YOUR COMPETENT TAX ADVISOR.

- - attains age 59 1/2,

- - separates from service,

- - dies,

- - becomes disabled, or

- - incurs a hardship (earnings on salary reduction contributions may not be
distributed on account of hardship).

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

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. In eligible governmental plans, all assets and income must be
held in a trust/custodial account/annuity contract for the exclusive benefit of
the participants and their beneficiaries. To the extent the Contracts are used
in connection with a non-governmental 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. Under eligible 457 plans,
contributions made for the benefit of the employees will not be includible in
the employees' gross income until distributed from the plan.

ANNUAL REPORTS AND OTHER DOCUMENTS
- -------------------------------------------------------------------

Allstate New York's annual report on Form 10-K for the year ended December 31,
2001 is incorporated herein by reference, which means that it is legally 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

34 PROSPECTUS
<Page>
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, 300 N. Milwaukee Ave., Vernon Hills,
Illinois 60061 (telephone: 1-800-692-4682).

PERFORMANCE INFORMATION
- -------------------------------------------------------------------

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

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

EXPERTS
- -------------------------------------------------------------------

The financial statements of Allstate New York as of December 31, 2001 and 2000
and for each of the three years in the period ended December 31, 2001 and
related financial statement schedules incorporated herein by reference from the
Annual Report on Form 10-K of Allstate New York and from the STatement of
Additional Information, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon the
authority as experts in accounting and auditing.

ACCUMULATION UNIT VALUE AND NUMBER
OF ACCUMULATION UNITS OUTSTANDING FOR
EACH VARIABLE SUB-ACCOUNT SINCE
CONTRACTS WERE FIRST OFFERED*
WITHOUT THE ENHANCED DEATH BENEFIT OPTION

<Table>
<Caption>
FOR THE PERIOD BEGINING
JANUARY 1 AND ENDING
DECEMBER 31,
-----------------------
2000 2001
---------- ----------

AIM V.I. AGGRESSIVE GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $13.988 $14.15
Accumulation Unit Value, End of Period.................... $14.15 $8.049
Number of Units Outstanding, End of Period................ 53,890 238,485
AIM V.I. BALANCED SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $13.162 $12.43
Accumulation Unit Value, End of Period.................... $12.43 $8.541
Number of Units Outstanding, End of Period................ 24,499 329,610
AIM V.I. BASIC VALUE SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. -- $10.000
Accumulation Unit Value, End of Period.................... -- $11.210
Number of Units Outstanding, End of Period................ -- 38,643
AIM V.I. BLUE CHIP SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $10.000 $8.82
Accumulation Unit Value, End of Period.................... $8.82 $6.784
Number of Units Outstanding, End of Period................ 11,309 507,018
AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $21.350 $18.75
Accumulation Unit Value, End of Period.................... $18.75 $7.233
Number of Units Outstanding, End of Period................ 456,761 284,137
AIM V.I. CAPITAL DEVELOPMENT SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $11.655 $12.55
Accumulation Unit Value, End of Period.................... $12.55 $10.536
Number of Units Outstanding, End of Period................ 18,297 67,296
AIM V.I. CORE EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $24.138 $20.33
Accumulation Unit Value, End of Period.................... $20.33 $6.944
Number of Units Outstanding, End of Period................ 674,689 426,488
AIM V.I. DENT DEMOGRAPHIC TRENDS SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $10.000 $7.89
Accumulation Unit Value, End of Period.................... $7.89 $5.332
Number of Units Outstanding, End of Period................ 32,307 191,409
AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $12.002 $11.55
Accumulation Unit Value, End of Period.................... $11.55 $10.095
Number of Units Outstanding, End of Period................ 204,561 76,653
AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $20.432 $19.68
Accumulation Unit Value, End of Period.................... $19.68 $7.218
Number of Units Outstanding, End of Period................ 71,921 108,420
</Table>

A-1
<Page>

<Table>
<Caption>
FOR THE PERIOD BEGINING
JANUARY 1 AND ENDING
DECEMBER 31,
-----------------------
2000 2001
---------- ----------

AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $11.189 $12.15
Accumulation Unit Value, End of Period.................... $12.15 $11.357
Number of Units Outstanding, End of Period................ 99,531 187,943
AIM V.I. GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $25.263 $19.80
Accumulation Unit Value, End of Period.................... $19.80 $5.446
Number of Units Outstanding, End of Period................ 403,785 302,438
AIM V.I. HIGH YIELD SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $9.957 $7.95
Accumulation Unit Value, End of Period.................... $7.95 $7.547
Number of Units Outstanding, End of Period................ 834 35,116
AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $21.914 $15.90
Accumulation Unit Value, End of Period.................... $15.90 $6.136
Number of Units Outstanding, End of Period................ 245,480 141,910
AIM V.I. MID CAP CORE EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. -- $10.000
Accumulation Unit Value, End of Period.................... -- $11.367
Number of Units Outstanding, End of Period................ -- 3,984
AIM V.I. MONEY MARKET SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $11.479 $11.98
Accumulation Unit Value, End of Period.................... $11.98 $10.751
Number of Units Outstanding, End of Period................ 95,879 186,834
AIM V.I. NEW TECHNOLOGY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $10.000 $20.18
Accumulation Unit Value, End of Period.................... $20.18 $10.522
Number of Units Outstanding, End of Period................ 11,448 79,878
AIM V.I. PREMIER EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $22.589 $19.00
Accumulation Unit Value, End of Period.................... $19.00 $7.602
Number of Units Outstanding, End of Period................ 1,000,356 623,432
</Table>

* The Contracts were first offered on January 17, 2000. All Variable
Sub-Accounts were first offered under the Contracts on January 17, 2000,
except the Basic Value and Mid Cap Core Equity Sub-Accounts, which commenced
operations on October 1, 2001. The Accumulation Unit Values in this table
reflect a mortality and expense risk charge of 1.00% and an administrative
charge of 0.10%.

A-2
<Page>
ACCUMULATION UNIT VALUE AND NUMBER
OF ACCUMULATION UNITS OUTSTANDING FOR
EACH VARIABLE SUB-ACCOUNT SINCE
CONTRACTS WERE FIRST OFFERED*
WITH THE ENHANCED DEATH BENEFIT OPTION

<Table>
<Caption>
FOR THE PERIOD BEGINING
JANUARY 1 AND ENDING
DECEMBER 31,
-----------------------
2000 2001
--------- -----------

AIM V.I. AGGRESSIVE GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $10.000 $10.985
Accumulation Unit Value, End of Period.................... $10.985 $8.016
Number of Units Outstanding, End of Period................ 102,502 198,010
AIM V.I. BALANCED SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $10.000 $9.729
Accumulation Unit Value, End of Period.................... $9.729 $8.506
Number of Units Outstanding, End of Period................ 75,164 345,629
AIM V.I. BASIC VALUE SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. -- $10.000
Accumulation Unit Value, End of Period.................... -- $11.204
Number of Units Outstanding, End of Period................ -- 17,531
AIM V.I. BLUE CHIP SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $10.000 $8.837
Accumulation Unit Value, End of Period.................... $8.837 $6.757
Number of Units Outstanding, End of Period................ 177,304 474,975
AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $10.000 $9.513
Accumulation Unit Value, End of Period.................... $9.513 $7.203
Number of Units Outstanding, End of Period................ 131,409 235,836
AIM V.I. CAPITAL DEVELOPMENT SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $10.000 $11.566
Accumulation Unit Value, End of Period.................... $11.566 $10.493
Number of Units Outstanding, End of Period................ 7,338 19,877
AIM V.I. CORE EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $10.000 $9.080
Accumulation Unit Value, End of Period.................... $9.080 $6.915
Number of Units Outstanding, End of Period................ 136,401 356,510
AIM V.I. DENT DEMOGRAPHIC TRENDS SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $10.000 $7.902
Accumulation Unit Value, End of Period.................... $7.902 $5.310
Number of Units Outstanding, End of Period................ 78,274 164,204
AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $10.000 $9.833
Accumulation Unit Value, End of Period.................... $9.833 $10.054
Number of Units Outstanding, End of Period................ 6,486 40,016
AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $10.000 $10.100
Accumulation Unit Value, End of Period.................... $10.100 $7.188
Number of Units Outstanding, End of Period................ 14,485 62,862
</Table>

A-3
<Page>

<Table>
<Caption>
FOR THE PERIOD BEGINING
JANUARY 1 AND ENDING
DECEMBER 31,
-----------------------
2000 2001
--------- -----------

AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $10.000 $10.770
Accumulation Unit Value, End of Period.................... $10.770 $11.311
Number of Units Outstanding, End of Period................ 15,884 96,743
AIM V.I. GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $10.000 $8.312
Accumulation Unit Value, End of Period.................... $8.312 $5.424
Number of Units Outstanding, End of Period................ 122,705 241,384
AIM V.I. HIGH YIELD SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $10.000 $8.015
Accumulation Unit Value, End of Period.................... $8.015 $7.516
Number of Units Outstanding, End of Period................ 15,188 36,553
AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $10.000 $8.096
Accumulation Unit Value, End of Period.................... $8.096 $6.110
Number of Units Outstanding, End of Period................ 108,706 96,654
AIM V.I. MID CAP CORE EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. -- $10.000
Accumulation Unit Value, End of Period.................... -- $11.361
Number of Units Outstanding, End of Period................ -- 3,675
AIM V.I. MONEY MARKET SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $10.000 $10.468
Accumulation Unit Value, End of Period.................... $10.468 $10.707
Number of Units Outstanding, End of Period................ 15,332 121,447
AIM V.I. NEW TECHNOLOGY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $10.000 $20.212
Accumulation Unit Value, End of Period.................... $20.212 $10.479
Number of Units Outstanding, End of Period................ 33,509 65,467
AIM V.I. PREMIER EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. $10.000 $8.772
Accumulation Unit Value, End of Period.................... $8.772 $7.570
Number of Units Outstanding, End of Period................ 212,887 470,018
</Table>

A-4
<Page>
APPENDIX B
MARKET VALUE ADJUSTMENT
- -------------------------------------------------------------------

The Market Value Adjustment is based on the following:

<Table>

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 equal to the Guarantee Period for the
week preceding the receipt of the withdrawal, transfer, death benefit,
or income payment request. If a note for a maturity of length N is not
available, a weighted average will be used. If N is one year or less,
J will be the 1-year Treasury Rate.
</Table>

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

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

.9 X (I - J) X N

EXAMPLES OF MARKET VALUE ADJUSTMENT

<Table>

Purchase Payment: $10,000 (Credit Enhancement of $400 allocated to
Money Market Variable Sub-Account)
(Opiton 1: 4% up front): 10,000 allocated to a Guarantee Period
Guarantee Period: 5 years
Treasury Rate (at the time the 4.50%
Guarantee Period was
established):
Asumed Net Annual Earnings Rate in 4.50%
Money Market Variable
Sub-Account:
Full Surrender: End of Contract Year 3
</Table>

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

EXAMPLE 1 (ASSUME DECLINING INTEREST RATES)

<Table>

Step 1. Calculate Contract Value at End of Contract $10,000.00 X (1.045)3 = $11,411.66
Year 3:
Step 2. Calculate the Free Withdrawal Amount: 15% X $10,000.00 X (1.045)2 = $1,638.04
</Table>

<Table>

Step 3. Calculate the Withdrawal Charge: I = 4.50%
J = 4.20%
730 days
N = ------- = 2
365 days
Market Value Adjustment Factor: .9 X (I - J) X N
= .9 X (.045 - .042) X (730/365) = .0054
Market Value Adjustment = Market Value Adjustment Factor X Amount Subject to
Market Value Adjustment
= .0054 X ($11,411.66 - $1,638.04) = $52.78
Step 4. Calculate the Market Value
Adjustment: .05 X ($10,000.00 - $1,638.04 + $52.78) = $420.74
Step 5. Calculate the amount received by a
Contract owner as a result of full
withdrawal at the end of Contract Year 3: $11,411.66 - $420.74 + $52.78 = $11,043.70
</Table>

B-1
<Page>
<Table>

EXAMPLE 2: (ASSUMES RISING INTEREST RATES)

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

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

Step 3. Calculate the Withdrawal Charge: I = 4.5%
J = 4.8%
730 days
N = ------- = 2
365 days
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 - $1,638.04) = -$52.78

Step 4. Calculate the Market Value
Adjustment: .05 X ($10,000.00 - $1,638.04 - $52.78) = $415.46

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

B-2

ALLSTATE CUSTOM PORTFOLIO VARIABLE ANNUITY

ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
300 N. MILWAUKEE AVENUE
VERNON HILLS, IL 60061
TELEPHONE NUMBER: 1-800-692-4682 PROSPECTUS DATED MAY 1, 2002
-------------------------------------------------------------------------------
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK ("ALLSTATE NEW YORK") is offering
the Allstate Custom Portfolio Variable Annuity, a group flexible premium
deferred variable annuity contract ("CONTRACT"). This prospectus contains
information about the Contract that you should know before investing. Please
keep it for future reference.

The Contract currently offers 31 investment alternatives ("INVESTMENT
ALTERNATIVES"). The investment alternatives include 3 fixed account options
("FIXED ACCOUNT") and 28 variable sub-accounts ("VARIABLE SUB-ACCOUNTS") of the
Allstate Life of New York Separate Account A ("VARIABLE ACCOUNT"). Each Variable
Sub-Account invests exclusively in shares of one of the following mutual fund
portfolios ("PORTFOLIOS"):

AIM VARIABLE INSURANCE FUNDS: OPPENHEIMER MAIN STREET GROWTH &
AIM V.I. BALANCED FUND INCOME FUND/VA
AIM V.I. CAPITAL APPRECIATION FUND OPPENHEIMER STRATEGIC BOND FUND/VA
AIM V.I. GOVERNMENT SECURITIES FUND THE DREYFUS SOCIALLY RESPONSIBLE
AIM V.I. GROWTH FUND GROWTH FUND, INC.:
AIM V.I. HIGH YIELD FUND THE DREYFUS SOCIALLY RESPONSIBLE
AIM V.I. INTERNATIONAL GROWTH FUND* GROWTH FUND, INC.
AIM V.I. PREMIER EQUITY FUND** DREYFUS STOCK INDEX FUND:
FIDELITY VARIABLE INSURANCE PRODUCTS: DREYFUS STOCK INDEX FUND
FIDELITY VIP CONTRAFUND(R) PORTFOLIO DREYFUS VARIABLE INVESTMENT FUND:
FIDELITY VIP EQUITY-INCOME PORTFOLIO DREYFUS VIF APPRECIATION PORTFOLIO
FIDELITY VIP GROWTH PORTFOLIO WELLS FARGO VARIABLE TRUST:
FIDELITY VIP GROWTH OPPORTUNITIES WELLS FARGO VT ASSET ALLOCATION FUND
PORTFOLIO WELLS FARGO VT EQUITY INCOME FUND
FIDELITY VIP OVERSEAS PORTFOLIO WELLS FARGO VT GROWTH FUND
FRANKLIN TEMPLETON VARIABLE INSURANCE DELAWARE GROUP PREMIUM FUND, INC.:
PRODUCTS TRUST: DELAWARE VIP SMALL CAP VALUE SERIES***
TEMPLETON GLOBAL ASSET ALLOCATION FUND DELAWARE VIP TREND SERIES****
- CLASS 2***** HSBC VARIABLE INSURANCE FUNDS:
TEMPLETON FOREIGN SECURITIES FUND - HSBC VI CASH MANAGEMENT FUND
CLASS 2****** HSBC VI FIXED INCOME FUND
OPPENHEIMER VARIABLE ACCOUNT FUNDS: HSBC VI GROWTH & INCOME FUND
OPPENHEIMER AGGRESSIVE GROWTH FUND/VA

*Effective May 1, 2002, the Portfolio changed its name from AIM V.I.
International Equity Fund to AIM V.I. International Growth Fund. We have made a
corresponding change in the name of the Variable Sub-Account that invests in the
Portfolio.

**Effective May 1, 2002, the Portfolio changed its name from AIM V.I. Value Fund
to AIM V.I. Premier Equity Fund. We have made a corresponding change in the
name of the Variable Sub-Account that invests in the Portfolio.

***Effective May 1, 2002, the Portfolio changed its name from Delaware Premium
Fund Small Cap Value Series to Delaware VIP Small Cap Value Series. We have
made a corresponding changes in the name of the Variable Sub-Account that
invests in the Portfolio.

****Effective May 1, 2002, the Portfolio changed its name from Delaware Premium
Fund Trend Series to Delaware VIP Trend Series. We have made a corresponding
changes in the name of the Variable Sub-Account that invests in the Portfolio.

*****Effective May 1, 2002, the Portfolio changed its name from Templeton Asset
Strategy Fund to Templeton Global Asset Allocation Fund. We have made a
corresponding change in the name of the Variable Sub-Account that invests in the
Portfolio.

******Effective May 1, 2002, the Portfolio changed its name from Templeton
International Securities Fund toTempleton Foreign Securities Fund. We have made
a corresponding change in the name of the Variable Sub-Account that invests in
the Portfolio.

WE (ALLSTATE NEW YORK) have filed a Statement of Additional Information, dated
May 1, 2001, 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 D-1 of this prospectus. For a free copy, please write or call us
at the address or telephone number above, or go to the SEC's Web site (http://
www.sec.gov). You can find other information and documents about us, including
documents that are legally part of this prospectus, at the SEC's Web site.

THE CONTRACTS ARE NOT FDIC INSURED.

THE CONTRACTS ARE ONLY AVAILABLE IN NEW YORK.

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

PAGE

- --------------------------------------------------------------------------------
OVERVIEW
- --------------------------------------------------------------------------------
Important Terms
- --------------------------------------------------------------------------------
The Contract at a Glance
- --------------------------------------------------------------------------------
How the Contract Works
- --------------------------------------------------------------------------------
Expense Table
- --------------------------------------------------------------------------------
Financial Information
- --------------------------------------------------------------------------------
CONTRACT FEATURES
- --------------------------------------------------------------------------------
The Contract
- --------------------------------------------------------------------------------
Purchases
- --------------------------------------------------------------------------------
Contract Value
- --------------------------------------------------------------------------------
Investment Alternatives
- --------------------------------------------------------------------------------
The Variable Sub-Accounts
- --------------------------------------------------------------------------------
The Fixed Account
- --------------------------------------------------------------------------------
Transfers
- --------------------------------------------------------------------------------
Expenses
- --------------------------------------------------------------------------------
Access To Your Money
- --------------------------------------------------------------------------------
Income Payments
- --------------------------------------------------------------------------------

PAGE

- --------------------------------------------------------------------------------
Death Benefits
- --------------------------------------------------------------------------------
OTHER INFORMATION
- --------------------------------------------------------------------------------
More Information:
- --------------------------------------------------------------------------------
ALLSTATE NEW YORK
- --------------------------------------------------------------------------------
The Variable Account
- --------------------------------------------------------------------------------
The Portfolios
- --------------------------------------------------------------------------------
The Contract
- --------------------------------------------------------------------------------
Tax Qualified Plans
- --------------------------------------------------------------------------------
Legal Matters
- --------------------------------------------------------------------------------
Taxes
- --------------------------------------------------------------------------------
Annual Reports and Other Documents
- --------------------------------------------------------------------------------
Performance Information
- --------------------------------------------------------------------------------
Experts
- --------------------------------------------------------------------------------
APPENDIX A-ACCUMULATION UNIT VALUES A-1
- --------------------------------------------------------------------------------
APPENDIX B-MARKET VALUE ADJUSTMENT EXAMPLES B-1
- --------------------------------------------------------------------------------
APPENDIX C-WITHDRAWAL ADJUSTMENT EXAMPLE C-1
- --------------------------------------------------------------------------------

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

PAGE

- --------------------------------------------------------------------------------
Accumulation Phase
- --------------------------------------------------------------------------------
Accumulation Unit
- --------------------------------------------------------------------------------
Accumulation Unit Value
- --------------------------------------------------------------------------------
ALLSTATE NEW YORK ("We" or "Us")
- --------------------------------------------------------------------------------
Anniversary Values
- --------------------------------------------------------------------------------
Annuitant
- --------------------------------------------------------------------------------
Automatic Additions Program
- --------------------------------------------------------------------------------
Automatic Portfolio Rebalancing Program
- --------------------------------------------------------------------------------
Beneficiary
- --------------------------------------------------------------------------------
Cancellation Period
- --------------------------------------------------------------------------------
Contract*
- --------------------------------------------------------------------------------
Contract Anniversary
- --------------------------------------------------------------------------------
Contract Owner ("You")
- --------------------------------------------------------------------------------
Contract Value
- --------------------------------------------------------------------------------
Contract Year
- --------------------------------------------------------------------------------
Death Benefit Anniversary
- --------------------------------------------------------------------------------
Dollar Cost Averaging Program
- --------------------------------------------------------------------------------
Due Proof of Death
- --------------------------------------------------------------------------------
Fixed Account
- --------------------------------------------------------------------------------

PAGE

- --------------------------------------------------------------------------------
Guarantee Periods
- --------------------------------------------------------------------------------
Income Plan
- --------------------------------------------------------------------------------
Investment Alternatives
- --------------------------------------------------------------------------------
Issue Date
- --------------------------------------------------------------------------------
Market Value Adjustment
- --------------------------------------------------------------------------------
Payout Phase
- --------------------------------------------------------------------------------
Payout Start Date
- --------------------------------------------------------------------------------
Portfolios
- --------------------------------------------------------------------------------
Preferred Withdrawal Amount
- --------------------------------------------------------------------------------
Qualified Contracts
- --------------------------------------------------------------------------------
Right to Cancel
- --------------------------------------------------------------------------------
SEC
- --------------------------------------------------------------------------------
Settlement Value
- --------------------------------------------------------------------------------
Systematic Withdrawal Program
- --------------------------------------------------------------------------------
Treasury Rate
- --------------------------------------------------------------------------------
Valuation Date
- --------------------------------------------------------------------------------
Variable Account
- --------------------------------------------------------------------------------
Variable Sub-Account
- --------------------------------------------------------------------------------
*
The Allstate Custom Portfolio Variable Annuity is a group contract and your
ownership is represented by certificates. References to "Contract" in this
prospectus include certificates, unless the context requires otherwise.

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

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

FLEXIBLE PAYMENTS You can purchase a Contract with as little as $3,000
($2,000 for a "QUALIFIED CONTRACT" which is a Contract
issued with a qualified plan). You can add to your
Contract as often and as much as you like, but each
payment must be at least $100. You must maintain a
minimum account size of $1,000.
- -------------------------------------------------------------------------------
RIGHT TO CANCEL You may cancel your Contract within 10 days after
receipt (60 days if you are exchanging another contract
for the Contract described in this prospectus)
("CANCELLATION PERIOD"). Upon cancellation we will
return your purchase payments adjusted to the extent
federal or state law permits to reflect the investment
experience of any amounts allocated to the Variable
Account.
- -------------------------------------------------------------------------------
EXPENSES You will bear the following expenses:

.Total Variable Account annual fees equal to 1.25% of
average daily net assets

.Annual contract maintenance charge of $30 (with
certain exceptions)

.Withdrawal charges ranging from 0% to 7% of payment
withdrawn (with certain exceptions)

.Transfer fee of $10 after 12th transfer in any
CONTRACT YEAR (fee currently waived)

.
State premium tax (New York currently does not impose
one).

In addition, each Portfolio pays expenses that you will
bear indirectly if you invest in a Variable
Sub-Account.
- -------------------------------------------------------------------------------
INVESTMENT The Contract offers 31 investment alternatives
ALTERNATIVES including:

.3 Fixed Account Options (which credits interest at
rates we guarantee), and

.28 Variable Sub-Accounts investing in Portfolios
offering professional money management by:

. A I M Advisors, Inc.

. Fidelity Management & Research Company

. Templeton Investment Counsel, LLC

. OppenheimerFunds, Inc.

. The Dreyfus Corporation

. Wells Fargo Bank, N.A.

. Delaware Management Company

. HSBC Asset Management (Americas), Inc.

To find out current rates being paid on the Fixed
Account, or to find out how the Variable Sub-Accounts
have performed, please call us at 1-800-692- 4682.
- -------------------------------------------------------------------------------
SPECIAL SERVICES For your convenience, we offer these special services:

. AUTOMATIC PORTFOLIO REBALANCING PROGRAM

. AUTOMATIC ADDITIONS PROGRAM

. DOLLAR COST AVERAGING PROGRAM

. life income with guaranteed payments

.a joint and survivor life income with guaranteed
payments

.guaranteed payments for a specified period (5 to 30
years)
- -------------------------------------------------------------------------------
DEATH BENEFITS If you die before the PAYOUT START DATE, we will pay
the death benefit described in the Contract.
- -------------------------------------------------------------------------------
TRANSFERS Before the Payout Start Date, you may transfer your
Contract value ("CONTRACT VALUE") among the investment
alternatives, with certain restrictions. Transfers to
the Fixed Account must be at least $500.

We do not currently impose a fee upon transfers.
However, we reserve the right to charge $10 per
transfer after the 12th transfer in each Contract Year,
which we measure from the date we issue your Contract
or a Contract anniversary ("CONTRACT ANNIVERSARY").
- -------------------------------------------------------------------------------
WITHDRAWALS You may withdraw some or all of your Contract Value at
any time during the Accumulation Phase. Full or partial
withdrawals also are available under limited
circumstances on or after the Payout Start Date. In
general, you must withdraw at least $50 at a time
($1,000 for withdrawals made during the Payout Phase).
Withdrawals of earnings are taxed as ordinary income
and, if taken prior to age 59 1/2, may be subject to an
additional 10% federal tax penalty. A withdrawal
charge and MARKET VALUE ADJUSTMENT also may apply.
- -------------------------------------------------------------------------------

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

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

The timeline below illustrates how you might use your Contract.

Issue Payout Start
Date Accumulation Phase Date Payout Phase
- ------------------------------------------------------------------------------------------------------------>

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.

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

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

CONTRACT OWNER TRANSACTION EXPENSES
Withdrawal Charge (as a percentage of purchase payments)*

Number of Complete Years Since We Received the Purchase 0 1 2 3 4 5 6 7
Payment Being Withdrawn
- -------------------------------------------------------------------------------------------------
Applicable Charge 7% 6% 5% 4% 3% 2% 1% 0%
- -------------------------------------------------------------------------------------------------
Annual Contract Maintenance Charge $30.00**
- -------------------------------------------------------------------------------------------------
Transfer Fee $10.00***
- -------------------------------------------------------------------------------------------------

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

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

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

VARIABLE ACCOUNT ANNUAL EXPENSES
(AS A PERCENTAGE OF DAILY NET ASSET VALUE
DEDUCTED FROM EACH VARIABLE SUB-ACCOUNT)

Mortality and Expense Risk Charge 1.15%*
- -------------------------------------------------------------------------------
Administrative Expense Charge 0.10%
- -------------------------------------------------------------------------------
Total Variable Account Annual Expense 1.25%
- -------------------------------------------------------------------------------

PORTFOLIO ANNUAL EXPENSES (After contractual Reductions and Reimbursements)
(as a percentage of Portfolio average daily net assets)(1)

Total Annual
Management 12b-1 Other Fund
Portfolio Fees Fees Expenses Expenses
- ------------------------------------------------------------------------------------------------------

AIM V.I. Balanced Fund - Series I 0.75% N/A 0.37% 1.12%
- ------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund - Series I 0.61% N/A 0.24% 0.85%
- ------------------------------------------------------------------------------------------------------
AIM V.I. Government Securities Fund - Series I 0.50% N/A 0.58% 1.08%
- ------------------------------------------------------------------------------------------------------
AIM V.I. Growth Fund - Series I 0.62% N/A 0.26% 0.88%
- ------------------------------------------------------------------------------------------------------
AIM V.I. High Yield Fund - Series I 0.63% N/A 0.66% 1.29%
- ------------------------------------------------------------------------------------------------------
AIM V.I. International Growth Fund - Series I (2) 0.73% N/A 0.32% 1.05%
- ------------------------------------------------------------------------------------------------------
AIM V.I. Premier Equity Fund - Series II (2) 0.60% N/A 0.25% 0.85%
- ------------------------------------------------------------------------------------------------------
Delaware VIP Small Cap Value Series (3,4) 0.75% N/A 0.11% 0.86%
- ------------------------------------------------------------------------------------------------------
Delaware VIP Trend Series (3,4) 0.74% N/A 0.16% 0.90%
- ------------------------------------------------------------------------------------------------------
The Dreyfus Socially Responsible Growth Fund, Inc.: 0.75% N/A 0.03% 0.78%
Initial Shares
- ------------------------------------------------------------------------------------------------------
Dreyfus Stock Index Fund: Initial Shares 0.25% N/A 0.01% 0.26%
- ------------------------------------------------------------------------------------------------------
Dreyfus VIF - Appreciation Portfolio: Initial Shares 0.75% N/A 0.03% 0.78%
- ------------------------------------------------------------------------------------------------------
Fidelity VIP Contrafund(R) Portfolio - Initial Class(5) 0.58% N/A 0.10% 0.68%
- ------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio - Initial Class (5) 0.48% N/A 0.10% 0.58%
- ------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio - Initial Class (5) 0.58% N/A 0.10% 0.68%
- ------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Opportunities Portfolio - Initial 0.58% N/A 0.11% 0.69%
Class (5)
- ------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio - Initial Class (5) 0.73 N/A 0.19% 0.92%
- ------------------------------------------------------------------------------------------------------
HSBC Variable Cash Management Fund (6,7) 0.35% N/A 11.28% 11.63%
- ------------------------------------------------------------------------------------------------------
HSBC Variable Fixed Income Fund (6,7) 0.55% N/A 29.37% 29.92%
- ------------------------------------------------------------------------------------------------------
HSBC Variable Growth and Income Fund (6,7) 0.55% N/A 7.92% 8.47%
- ------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth Fund/VA 0.64% N/A 0.04% 0.68%
- ------------------------------------------------------------------------------------------------------
Oppenheimer Main Street Growth & Income Fund/VA 0.68% N/A 0.05% 0.73%
- ------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund/VA(8) 0.74% N/A 0.05% 0.79%
- ------------------------------------------------------------------------------------------------------
Templeton Global Asset Allocation Fund - Class 2 (9,10) 0.61% 0.25% 0.20% 1.06%
- ------------------------------------------------------------------------------------------------------
Templeton Foreign Securities Fund - Class 2 (9,10,11) 0.68% 0.25% 0.22% 1.15%
- ------------------------------------------------------------------------------------------------------
Wells Fargo VT Asset Allocation Fund (12,13) 0.49% 0.25% 0.26% 1.00%
- ------------------------------------------------------------------------------------------------------
Wells Fargo VT Equity Income Fund (12) 0.32% 0.25% 0.43% 1.00%
- ------------------------------------------------------------------------------------------------------
Wells Fargo VT Growth Fund (12) 0.28% 0.25% 0.47% 1.00%
- ------------------------------------------------------------------------------------------------------

(1) Figures shown in the Table are for the year ended December 31, 2001 (except
as otherwise noted).

(2) Effective May 1, 2002 the AIM V.I. International Equity Fund and AIM V.I.
Value Fund changed their names to the AIM V.I. International Growth Fund
and AIM V.I. Premier Equity Fund, respectively.

(3) Effective May 1, 2002 the Delaware Premium Fund Small Cap Value Series and
Delaware Premium Fund Trend Series changed their names to the Delaware VIP
Small Cap Value Series and Delaware VIP Trend Series, respectively.

(4) For the period May 1, 2001 through April 30, 2002, the advisor waived its
management fee and/or reimbursed the Portfolios for expenses to the extent
that "Total Portfolio Annual Expenses" would not exceed 0.85%. Without such
an arrangement, "Management Fees", "Other Expenses" and "Total Portfolio
Annual Expenses" for 2001 would have been 0.75%, 0.11% and 0.86% for Small
Cap Value Series and 0.74%, 0.16% and 0.90% for Trend Series, respectively.
Effective May 1, 2002 through April 30, 2003, Delaware Management Company
has

contractually agreed to waive its management fee and/or reimburse the
Portfolios for expenses to the extent that "Total Portfolio Annual
Expenses" will not exceed 0.95%.

(5) Actual "Total Portfolio Annual Expenses" were lower because a portion of
the brokerage commissions that the Portfolios paid was used to reduce the
Portfolios' expenses. In addition, through arrangements with the
Portfolios' custodian, credits realized as a result of uninvested cash
balances are used to reduce a portion of the Portfolios' custodian
expenses. These offsets may be discontinued at any time. Had these offsets
been taken into account, "Total Portfolio Annual Expenses" would have been
0.64% for Contrafund Portfolio, 0.57% for Equity-Income Portfolio, 0.65%
for Growth Portfolio, 0.67% for Growth Opportunities Portfolio and 0.87%
for Overseas Portfolio.

(6) "Total Portfolio Annual Expenses" listed in the table above reflect gross
ratios prior to any voluntary waivers/ reimbursements of expenses. HSBC
Asset Management (Americas) Inc. (the "Adviser") has voluntarily reduced a
portion of its fees and, to the extent necessary, reimbursed the Portfolios
for certain expenses. The Adviser may terminate this voluntary waiver at
any time at its sole discretion. With these reductions taken into
consideration, "Management Fees", "Rule 12b-1 Fees", "Other Expenses" and
"Total Portfolio Annual Expenses" were as follows:

Total Annual
Management 12b-1 Other Fund
Portfolio Fees Fees Expenses Expenses
- -------------------------------------------------------------------------------

HSBC Variable Cash Management 0.35% N/A 0.58% 0.93%
Fund
- -------------------------------------------------------------------------------
HSBC Variable Fixed Income Fund 0.55% N/A 0.60% 1.15%
- -------------------------------------------------------------------------------
HSBC Variable Growth and Income 0.55% N/A 0.60% 1.15%
Fund
- -------------------------------------------------------------------------------

(7) "Other Expenses" include a Variable Contract Owner Servicing Plan fee. The
Trust adopted a Variable Contract Owner Servicing Plan (the "Service Plan")
under which each Portfolio may pay a fee computed daily and paid monthly,
at an annual rate of up to 0.25% of average daily net assets of the
Portfolio. A servicing agent may periodically waive all or a portion of its
servicing fees. For the year ended December 31, 2001, the Portfolios did
not participate in any Service Plans.

(8) Oppenheimer Funds, Inc. (OFI) will reduce the management fee by 0.10% as
long as the Portfolio's trailing 12-month performance at the end of a
quarter is in the fifth Lipper peer-group quintile; and by 0.05% as long as
it is in the fourth quintile. If the Portfolio emerges from a "penalty box"
position for a calendar quarter but then slips back in the next quarter,
OFI will reinstate the waiver. The waiver is voluntary and may be
terminated by the Manager at any time.

(9) Effective May 1, 2002 the Templeton Asset Strategy Fund - Class 2 and
Templeton International Securities Fund - Class 2 changed their names to
the Templeton Global Asset Allocation Fund - Class 2 and Templeton Foreign
Securities Fund - Class 2, respectively.

(10) The Portfolio's Class 2 distribution plan or "rule 12b-1 plan" is described
in the Portfolio's prospectus.

(11) The manager agreed in advance to make an estimated reduction of 0.01% to
its management fee to reflect reduced services resulting from the
Portfolio's investment in a Franklin Templeton money fund. This reduction
is required by the Portfolio's Board of Trustees and an order of the
Securities and Exchange Commission. Without this reduction, "Total
Portfolio Annual Expenses" would have been 1.16%.

(12) The Advisor has contractually undertaken to waive it fee and to reimburse
the Portfolios for certain expenses. Without such an arrangement
"Management Fees", "Rule 12b-1 Fees", "Other Expenses" and "Total Portfolio
Annual Expenses" would have been 0.55%, 0.25%, 0.26% and 1.06% for Asset
Allocation Fund, 0.55%, 0.25%, 0.43% and 1.23% for Equity Income and 0.55%,
0.25%, 0.47% and 1.27% for Growth Fund, respectively.

(13) "Total Portfolio Annual Expenses" are based on estimates for 2002.

EXAMPLE 1
The example below shows the dollar amount of expenses that you would bear
directly or indirectly if you:

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

... earned a 5% annual return on your investment, and

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

THE EXAMPLE DOES NOT INCLUDE ANY TAXES YOU MAY BE REQUIRED TO PAY IF YOU
SURRENDER YOUR CONTRACT OR RECEIVE INCOME PAYMENTS. THE EXAMPLE DOES NOT INCLUDE
DEDUCTIONS FOR PREMIUM TAXES BECAUSE NEW YORK DOES NOT CHARGE PREMIUM TAXES ON
ANNUITIES.

Variable Sub-Account 1 Year 3 Years 5 Years 10 Years
- ------------------------------------------------------------------------------------------------------------------

AIM V.I. Balanced $76 $111 $148 $279
- ------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation $73 $102 $134 $251
- ------------------------------------------------------------------------------------------------------------------
AIM V.I. Government Securities $76 $109 $146 $275
- ------------------------------------------------------------------------------------------------------------------
AIM V.I. Growth $73 $103 $136 $254
- ------------------------------------------------------------------------------------------------------------------
AIM V.I. High Yield $78 $116 $157 $296
- ------------------------------------------------------------------------------------------------------------------
AIM V.I. International Growth $75 $109 $144 $272
- ------------------------------------------------------------------------------------------------------------------
AIM V.I. Premier Equity $73 $102 $134 $251
- ------------------------------------------------------------------------------------------------------------------
Delaware VIP Small Cap Value $73 $103 $135 $252
- ------------------------------------------------------------------------------------------------------------------
Delaware VIP Trend Series $73 $104 $137 $256
- ------------------------------------------------------------------------------------------------------------------
The Dreyfus Socially Responsible Growth $72 $100 $130 $244
- ------------------------------------------------------------------------------------------------------------------
Dreyfus Stock Index $67 $84 $103 $187
- ------------------------------------------------------------------------------------------------------------------
Dreyfus VIF - Appreciation $72 $100 $130 $244
- ------------------------------------------------------------------------------------------------------------------
Fidelity VIP Contrafund(R) $71 $97 $125 $233
- ------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income $70 $94 $120 $222
- ------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth $71 $97 $125 $233
- ------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Opportunities $72 $97 $126 $234
- ------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas $74 $105 $138 $258
- ------------------------------------------------------------------------------------------------------------------
HSBC Variable Cash Management $184 $400 $580 $929
- ------------------------------------------------------------------------------------------------------------------
HSBC Variable Fixed Income $371 $759 $958 $1,136
- ------------------------------------------------------------------------------------------------------------------
HSBC Variable Growth and Income $151 $320 $471 $805
- ------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth $71 $97 $125 $233
- ------------------------------------------------------------------------------------------------------------------
Oppenheimer Main Street Growth & Income $72 $99 $128 $238
- ------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond $73 $101 $131 $245
- ------------------------------------------------------------------------------------------------------------------
Templeton Foreign Securities $76 $112 $150 $282
- ------------------------------------------------------------------------------------------------------------------
Templeton Global Asset Allocation $75 $109 $145 $273
- ------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Asset Allocation $75 $107 $142 $267
- ------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Equity Income $75 $107 $142 $267
- ------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Growth $75 $107 $142 $267
- ------------------------------------------------------------------------------------------------------------------

EXAMPLE 2

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

Variable Sub-Account 1 Year 3Year 5 years 10 Years
- ---------------------------------------------------------------------------------------------------------------------

AIM V.I. Balanced $25 $77 $131 $279
- ---------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation $22 $68 $117 $251
- ---------------------------------------------------------------------------------------------------------------------
AIM V.I. Government Securities $25 $75 $129 $275
- ---------------------------------------------------------------------------------------------------------------------
AIM V.I. Growth $22 $69 $119 254
- ---------------------------------------------------------------------------------------------------------------------
AIM V.I. High Yield $27 $82 $140 $296
- ---------------------------------------------------------------------------------------------------------------------
AIM V.I. International Growth $24 $75 $127 $272
- ---------------------------------------------------------------------------------------------------------------------
AIM V.I. Premier Equity $22 $68 $117 $251
- ---------------------------------------------------------------------------------------------------------------------
Delaware VIP Small Cap Value $22 $69 $118 $252
- ---------------------------------------------------------------------------------------------------------------------
Delaware VIP Trend $23 $70 $120 $256
- ---------------------------------------------------------------------------------------------------------------------
The Dreyfus Socially Responsible Growth $21 $66 $113 $244
- ---------------------------------------------------------------------------------------------------------------------
Dreyfus Stock Index $16 $50 $86 $187
- ---------------------------------------------------------------------------------------------------------------------
Dreyfus VIF - Appreciation $21 $66 $113 $244
- ---------------------------------------------------------------------------------------------------------------------
Fidelity VIP Contrafund(R) $20 $63 $108 $233
- ---------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income $19 $60 $103 $222
- ---------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth $20 $63 $108 $233
- ---------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Opportunities $21 $63 $109 $234
- ---------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas $23 $71 $121 $258
- ---------------------------------------------------------------------------------------------------------------------
HSBC Variable Cash Management $133 $366 $563 $929
- ---------------------------------------------------------------------------------------------------------------------
HSBC Variable Fixed Income $320 $725 $941 $1,136
- ---------------------------------------------------------------------------------------------------------------------
HSBC Variable Growth and Income $100 $286 $454 $805
- ---------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth $20 $63 $108 $233
- ---------------------------------------------------------------------------------------------------------------------
Oppenheimer Main Street Growth & Income $21 $65 $111 $238
- ---------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond $22 $67 $114 $245
- ---------------------------------------------------------------------------------------------------------------------
Templeton Foreign Securities $25 $78 $133 $282
- ---------------------------------------------------------------------------------------------------------------------
Templeton Global Asset Allocation $24 $75 $128 $273
- ---------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Asset Allocation $24 $73 $125 $267
- ---------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Equity Income $24 $73 $125 $267
- ---------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Growth Fund $24 $73 $125 $267
- ---------------------------------------------------------------------------------------------------------------------

PLEASE REMEMBER THAT YOU ARE LOOKING AT EXAMPLES AND NOT A REPRESENTATION OF
PAST OR FUTURE EXPENSES. THE EXAMPLES ASSUME THAT ANY PORTFOLIO EXPENSE WAIVERS
OR REIMBURSEMENT ARRANGEMENTS DESCRIBED IN THE FOOTNOTES ON PAGES ___ ARE IN
EFFECT FOR THE TIME PERIODS PRESENTED ABOVE. YOUR ACTUAL EXPENSES MAY BE LESS OR
GREATER THAN THOSE SHOWN ABOVE. SIMILARLY, YOUR RATE OF RETURN MAY BE LESS OR
GREATER THAN 5%, WHICH IS NOT GUARANTEED. TO REFLECT THE CONTRACT MAINTENANCE
CHARGE IN THE EXAMPLES, WE ESTIMATED AN EQUIVALENT PERCENTAGE CHARGE, BASED ON
AN ASSUMED AVERAGE CONTRACT SIZE OF $44,683.

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

Attached as Appendix A to this prospectus are tables showing the Accumulation
Unit Values for each Variable Sub-Account since the date the Contracts were
first offered. To obtain a fuller picture of each Variable Sub-Account's
finances, please refer to the Variable Account's financial statements contained
in the Statement of Additional Information. The financial statements of ALLSTATE
NEW YORK also appear in the Statement of Additional Information.

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

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

... the investment alternatives during the Accumulation and Payout Phases,

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

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

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

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

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

... any other rights that the Contract provides.

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

The Contract cannot be jointly owned by both a non-natural person and a natural
person. The maximum age of the oldest Contract Owner cannot exceed 85 as of the
date we receive the completed application. Changing ownership of this Contract
may cause adverse tax consequences and may not be allowed under qualified plans.
Please consult with a competent tax advisor prior to making a request for a
change of Contract Owner.

You can use the Contract with or without a qualified plan. A qualified plan is a
retirement savings plan, such as an IRA or tax-sheltered annuity, that meets the
requirements of the Internal Revenue Code. Qualified plans may limit or modify
your rights and privileges under the Contract. We use the term "QUALIFIED
CONTRACT" to refer to a Contract issued with a qualified plan. See "Qualified
Contracts" on page 30.

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. The
maximum age of the oldest Annuitant cannot exceed 85 as of the date we receive
the completed application. If the Contract Owner is a natural person you may
change the Annuitant prior to the Payout Start Date. In our discretion, we may
permit you to designate a joint Annuitant, who is a second person on whose life
income payments depend, on the Payout Start Date.

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

... the youngest Contract Owner, if living, otherwise

... the youngest Beneficiary.

BENEFICIARY
The Beneficiary is the person who may elect to receive the death benefit or
become the new Contract Owner subject to the Death of Owner provision if the
sole surviving Contract Owner dies before the Payout Start Date. See "Death
Benefits" on pages __-__. If the sole surviving Contract Owner dies after the
Payout Start Date, the Beneficiary will receive any guaranteed income payments
scheduled to continue.

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:

... your spouse or, if he or she is no longer alive,

... your surviving children equally, or if you have no surviving children,

... your estate.

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

MODIFICATION OF THE CONTRACT

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

ASSIGNMENT

Y ou may not assign any interest in a Contract as collateral or security for a
loan. However, you may assign periodic income payments under the Contract prior
to the Payout Start Date. No Beneficiary may assign benefits under the Contract
until they are due. We will not be bound by any assignment until the assignor
signs it and files it with us. We are not responsible for the validity of any
assignment. Federal law prohibits or restricts the assignment of benefits under
many types of retirement plans and the terms of such plans may themselves
contain restrictions on assignments. An assignment may also result in taxes and
tax penalties. YOU SHOULD CONSULT WITH YOUR ATTORNEY BEFORE TRYING TO ASSIGN
YOUR CONTRACT.

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

MINIMUM PURCHASE PAYMENTS
Your initial purchase payment must be at least $3,000 ($2,000 for a Qualified
Contract). All subsequent purchase payments must be $100 ($500 for an allocation
to the Fixed Account) or more. You may make purchase payments at any time prior
to the Payout Start Date. We reserve the right to limit the maximum amount of
purchase payments we will accept. We also reserve the right to reject any
application.

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

We will credit the initial purchase payment that accompanies your completed
application to your Contract within 2 business days after we receive the payment
at our service center. If your application is incomplete, we will ask you to
complete your application within 5 business days. If you do so, we will credit
your initial purchase payment to your Contract within that 5 business day
period. If you do not, we will return your purchase payment at the end of the 5
business day period unless you expressly allow us to hold it until you complete
the application. We will credit subsequent purchase payments to the Contract at
the close of the business day on which we receive the purchase payment at our
service center located in Vernon Hills, Illinois (mailing address: 300 N.
Milwaukee Ave, Vernon Hills, Illinois 60061).

it to us. If you exercise this "RIGHT TO CANCEL," the Contract terminates and we
will pay you the full amount of your purchase payments allocated to the Fixed
Account. Upon cancellation, as permitted by federal or state law, we will return
your purchase payments allocated to the Variable Account after an adjustment to
the extent federal or state law permits to reflect investment gain or loss that
occurred from the date of allocation through the date of cancellation. If your
Contract is qualified under Section 408 of the Internal Revenue Code, we will
refund the greater of any purchase payments or the Contract Value.

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

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

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

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

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

YOU SHOULD REFER TO THE PROSPECTUSES FOR THE PORTFOLIOS THAT ACCOMPANY THIS
PROSPECTUS FOR A DESCRIPTION OF HOW THE ASSETS OF EACH PORTFOLIO ARE VALUED,
SINCE THAT DETERMINATION DIRECTLY BEARS ON THE ACCUMULATION UNIT VALUE OF THE
CORRESPONDING VARIABLE SUB-ACCOUNT AND, THEREFORE, YOUR CONTRACT VALUE.

INVESTMENT ALTERNATIVES: THE VARIABLE SUB-ACCOUNTS
- --------------------------------------------------------------------------------

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

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

PORTFOLIO: EACH PORTFOLIO SEEKS INVESTMENT ADVISER:
- -------------------------------------------------------------------------------

AIM VARIABLE INSURANCE FUNDS:
- -------------------------------------------------------------------------------
AIM V.I. Balanced Achieve as high a total
Fund* return as possible,
consistent with preservation
of capital
- -------------------------------------------------------
AIM V.I. Capital Growth of capital
Appreciation Fund*
- -------------------------------------------------------
AIM V.I. Government A high level of current AIM ADVISORS, INC.
Securities Fund* income consistent with
reasonable concern for safety
of principal
- -------------------------------------------------------
AIM V.I. Growth Fund* Growth of capital
- -------------------------------------------------------
AIM V.I. High Yield A high level of current
Fund* income
- -------------------------------------------------------
AIM V.I. International Long-term growth of capital ------------------------
Growth Fund*
- -------------------------------------------------------
AIM V.I. Premier Long-term growth of capital.
Equity Fund* Income is a secondary
objective
- -------------------------------------------------------
FIDELITY VARIABLE INSURANCE PRODUCTS FUND:
- -------------------------------------------------------------------------------
Fidelity VIP Long-term capital
Contrafund(R) appreciation
Portfolio
- -------------------------------------------------------
Fidelity VIP Reasonable income
Equity-Income FIDELITY MANAGEMENT &
Portfolio RESEARCH COMPANY
- -------------------------------------------------------
Fidelity VIP Growth Capital appreciation
Portfolio
- -------------------------------------------------------
Fidelity VIP Growth Capital growth
Opportunities
Portfolio ------------------------
- -------------------------------------------------------
Fidelity VIP Overseas Long-term growth of capital
Portfolio
- -------------------------------------------------------
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS FUND:
- -------------------------------------------------------------------------------
Templeton Global Asset High total return TEMPLETON INVESTMENT
Allocation -- Class 2 COUNSEL, LLC
- -------------------------------------------------------
Templeton Foreign Long-term capital growth Fund
Securities--Class 2 ------------------------
- -------------------------------------------------------
OPPENHEIMER VARIABLE ACCOUNT FUNDS:
- -------------------------------------------------------------------------------
Oppenheimer Aggressive Capital appreciation
Growth Fund/VA
- -------------------------------------------------------
Oppenheimer Main High total return, which OPPENHEIMER FUNDS, INC.
Street Growth & Income includes growth in the value
Fund/VA of its shares as well as
current income, from equity
and debt securities
- -------------------------------------------------------
Oppenheimer Strategic High level of current income ------------------------
Bond Fund/VA
- -------------------------------------------------------
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.; THE DREYFUS STOCK INDEX
FUND; AND THE DREYFUS VARIABLE INVESTMENT FUND (VIF):
- -------------------------------------------------------------------------------
The Dreyfus Socially Capital growth and,
Responsible Growth secondarily, current income
Fund, Inc.
- -------------------------------------------------------
Dreyfus Stock Index To match the total returns of THE DREYFUS CORPORATION
Fund the Standard & Poor's(C) 500
Composite Stock Index
- -------------------------------------------------------
Dreyfus VIF Long-term capital growth
Appreciation Portfolio consistent with the
preservation of capital;
current income is a secondary ------------------------
goal
- -------------------------------------------------------
WELLS FARGO VARIABLE TRUST:
- -------------------------------------------------------------------------------
Wells Fargo VT Asset Long-term total return,
Allocation Fund consistent with reasonable
risk
- -------------------------------------------------------WELLS FARGO BANK, N.A.
Wells Fargo VT Equity Long-term capital
Income Fund appreciation and
above-average dividend income
- -------------------------------------------------------
Wells Fargo VT Growth Long-term capital ------------------------
Fund appreciation
- -------------------------------------------------------
DELAWARE GROUP PREMIUM FUND, INC.:
- -------------------------------------------------------------------------------
Delaware VIP Small Cap Capital appreciation DELAWARE MANAGEMENT
Value Series COMPANY
- -------------------------------------------------------
Delaware VIP Trend Long-term capital
Series appreciation ------------------------
- -------------------------------------------------------
HSBC VARIABLE INSURANCE FUNDS:
- -------------------------------------------------------------------------------
HSBC Variable Cash As high a level of current
Management Fund income as is consistent with
preservation of Management
capital and liquidity HSBC ASSET MANAGEMENT
- -------------------------------------------------------(AMERICAS), INC.
HSBC Variable Fixed High current income
Income Fund consistent with appreciation
of capital
- -------------------------------------------------------
HSBC Variable Growth & Long-term growth of capital ------------------------
Income Fund and current income
- -------------------------------------------------------

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

AMOUNTS YOU ALLOCATE TO VARIABLE SUB-ACCOUNTS MAY GROW IN VALUE, DECLINE IN
VALUE, OR GROW LESS THEN YOU EXPECT, DEPENDING ON THE INVESTMENT PERFORMANCE OF
THE THE PORTFOLIOS IN WHICH THOSE VARIABLE SUB-ACCOUNTS INVEST. YOU BEAR THE
INVESTMENT RISK THAT THE PORTFOLIOS MIGHT NOT MEET THEIR INVESTMENT OBJECTIVES.
SHARES OF THE PORTFOLIOS ARE NOT DEPOSITS, OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY ANY BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.

VARIABLE INSURANCE PORTFOLIOS MIGHT NOT BE MANAGED BY THE SAME PORTFOLIO
MANAGERS WHO MANAGE RETAIL MUTUAL FUNDS WTH SIMILAR NAMES. THESE PORTFOLIOS ARE
LIKELY TO DIFFER FROM SIMILARLY NAMED RETAIL FUNDS IN ASSETS, CASH FLOW, AND TAX
MATTERS. ACCORDINGLY, THE HOLDINGS AND RESULTS OF A VARIABLE INSURANCE PORTFOLIO
CAN BE EXPECTED TO BE HIGHER OR LOWER THAN THE INVESTMENT RESULTS OF A SIMILARLY
NAMED RETAIL MUTUAL FUND.

INVESTMENT ALTERNATIVES: THE FIXED ACCOUNT OPTIONS
- --------------------------------------------------------------------------------

You may allocate all or a portion of your purchase payments to the Fixed Account
Options.

We will credit a minimum annual interest rate of 3% to money you allocate to any
of the Fixed Account Options. Please consult with your representative for
current information. The Fixed Account supports our insurance and annuity
obligations. The Fixed Account consists of our general account 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 FIXED ACCOUNT OPTIONS

SIX MONTH DOLLAR COST AVERAGING FIXED ACCOUNT OPTION. Under this Option, you
may establish a Dollar Cost Averaging Program by allocating purchase payments to
The Six Month Dollar Cost Averaging Fixed Account Option ("Six Month DCA Fixed
Account Option"). We will credit interest to purchase payments you allocate to
this Option for six months at the current rate in effect at the time of
allocation. We will credit interest daily at a rate that will compound at the
annual interest rate we guaranteed at the time of allocation.

We will follow your instructions in transferring amounts monthly from the Six
Month DCA Fixed Account Option.

You must transfer all of your money out of the Six Month DCA Fixed Account
Option to the Variable Sub-Accounts in six equal monthly installments. If you
discontinue the Dollar Cost Averaging Option before the end of the transfer
period, we will transfer the remaining balance in this Option to the HSBC
Variable Cash Management Variable Sub-Account unless you request a different
investment alternative. No transfers are permitted into the Six Month DCA Fixed
Account.

For each purchase payment allocated to this Option, your first monthly transfer
will occur at the end of the first month following such purchase payment. If we
do not receive an allocation from you within one month of the date of payment,
we will transfer the payment plus associated interest to the HSBC Variable Cash
Management Variable Sub-Account in equal monthly installments. Transferring
Account Value to the Money Market Variable Sub-Account in this manner may not be
consistent with the theory of Dollar Cost Averaging described on page __.

TWELVE MONTH DOLLAR COST AVERAGING FIXED ACCOUNT OPTION. Under this Option, you
may establish a Dollar Cost Averaging Program by allocating purchase payments to
The Twelve Month Dollar Cost Averaging Fixed Account Option ("Twelve Month DCA
Fixed Account Option"). We will credit interest to purchase payments you
allocate to this Option for twelve months at the current rate in effect at the
time of allocation. We will credit interest daily at a rate that will compound
at the annual interest rate we guaranteed at the time of allocation.

We will follow your instructions in transferring amounts monthly from the Twelve
Month DCA Fixed Account Option.

You must transfer all of your money out of the Twelve Month DCA Fixed Account
Option to the Variable Sub-Accounts in twelve equal monthly installments. If you
discontinue the Dollar Cost Averaging Option before the end of the transfer
period, we will transfer the remaining balance in this Option to the HSBC
Variable Cash Management Variable Sub-Account unless you request a different
investment alternative. No transfers are permitted into the Twelve Month DCA
Fixed Account.

At the end of the transfer period, any nominal amounts remaining in the Six
Month Dollar Cost Averaging Fixed Account or the Twelve Month Dollar Cost
Averaging Fixed Account will be allocated to the HSBC Variable Cost Management
Variable Sub-Account.

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

INVESTMENT RISK. We bear the investment risk for all amounts allocated to the
Six Month DCA Fixed Account Option and the Twelve Month DCA Fixed Account
Option. That is because we guarantee the current interest rates we credit to the
amounts you allocate to either of these Options, which will never be less than
the minimum guaranteed rate in the Contract. Currently, we determine, in our
sole discretion, the amount of interest credited in excess of the guaranteed
rate.

We may declare more than one interest rate for different monies based upon the
date of allocation to the Six Month DCA Fixed Account Option and the Twelve
Month DCA Fixed Account Option. For current interest rate information, please
contact your representative or our customer support unit at 1-800-692-4682.

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

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

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

HOW WE CREDIT INTEREST. We will credit interest daily to each amount allocated
to a Guarantee Period at a rate that compounds to the effective annual interest
rate that we declared at the beginning of the applicable Guarantee Period.

The following example illustrates how a purchase payment allocated to the Fixed
Account would grow, given an assumed Guarantee Period and effective annual
interest rate:

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

END OF CONTRACT YEAR

YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
---------- ---------- ----------- ----------- -------------

Beginning Contract $10,000.00
Value................
X (1 + Annual
Interest Rate) X 1.045
----------
$10,450.00
Contract Value at end $10,450.00
of Contract Year.....
X (1 + Annual
Interest X 1.045
----------
$10,920.25
Contract Value at end $10,920.25
of Contract Year.....
X (1 + Annual
Interest Rate) 1.045
-----------
$11,411.66
Contract Value at end $11,411.66
of Contract Year.....
X (1 + Annual
Interest Rate) 1.045
-----------
$11,925.19
Contract Value at end $11,925.19
of Contract Year.....
X (1 + Annual
Interest Rate) 1.045
------------
$12,461.82

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 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. Withdrawals of earnings are taxed as ordinary
income and, if taken prior to age 59 1/2, may be subject ot an additional 10%
federal tax penalty. 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.

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. We will pay interest from the day the Guarantee Period
expired until the date of the transfer. The interest will be the rate for the
shortest Guarantee Period then being offered; or

Under our automatic laddering program ("Automatic Laddering Program"), you may
choose, in advance, to use Guarantee Periods of the same length for all
renewals. You can select this Program at any time during the Accumulation Phase,
including on the Issue Date. We will apply renewals to Guarantee Periods of the
selected length until you direct us in writing to stop. We may stop offering
this Program at any time. For additional information on the Automatic Laddering
Program, please call our customer service center 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 Market Value Adjustment also applies when you apply amounts
currently invested in a Guarantee Period to an Income Plan (unless paid or
applied during the 30 day period after such Guarantee Period expires). A
positive Market Value Adjustment will apply to amounts currently invested in a
Guarantee Period that are paid out as death benefits. We will not apply a Market
Value Adjustment to a transfer you make as part of a Dollar Cost Averaging
Program.

We also will not apply a Market Value Adjustment to a withdrawal you make:

... within the Preferred Withdrawal Amount as described on page ___, or

... 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.

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.

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

INVESTMENT ALTERNATIVES: TRANSFERS
- --------------------------------------------------------------------------------

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

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

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

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

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

You may not make any transfers for the first 6 months after the Payout Start
Date. Thereafter, you may make

transfers among the Variable Sub-Accounts or make transfers from the Variable
Sub-Accounts to increase the proportion of your income payments consisting of
fixed income payments. Your transfers must be at least 6 months apart.

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

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

EXCESSIVE TRADING LIMITS
We reserve the right to limit transfers among the Variable Sub-Accounts in any
Contract Year, or to refuse any Variable Sub-Account transfer request, if:

... we believe, in our sole discretion, that excessive trading by such Contract
Owner or Owners, or a specific transfer request or group of transfer requests,
may have a detrimental effect on the Accumulation Unit Values of any Variable
Sub-Account or the share prices of the corresponding Portfolio or would be to
the disadvantage of other Contract Owners; or

... we are informed by one or more of the Portfolios that they intend to restrict
the purchase or redemption of Portfolio shares because of excessive trading or
because they believe that a specific transfer or groups of transfers would
have a detrimental effect on the prices of Portfolio shares.

We may apply the restrictions in any manner reasonably designed to prevent
transfers that we consider disadvantageous to other Contract Owners.

DOLLAR COST AVERAGING PROGRAM
Through the Dollar Cost Averaging Program, you may automatically transfer a set
amount every month during the Accumulation Phase from any Variable Sub-Account,
the Six Month Dollar Cost Averaging Fixed Account, or the Twelve Month Dollar
Cost Averaging Fixed Account, to any other Variable Sub-Account. You may not use
dollar cost averaging to transfer amounts to the Fixed Account.

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

Example:

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

allocations would again be 40% and 60% respectively.

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

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

You may not use the Dollar Cost Averaging and automatic Portfolio Rebalancing
programs at the same time.

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

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

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

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:

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

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

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

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

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

We determine the withdrawal charge by:

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

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

have come first from earnings in the Contract, which means you pay taxes on the
earnings portion of your withdrawal.

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

... 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);

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

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

... withdrawals made after all purchase payments have been withdrawn.

Withdrawals of earnings are taxed as ordinary income and, if taken prior to age
59 1/2, may be subject to an additional 10% federal tax penalty. Withdrawals
may also be subject to a Market Value Adjustment. You should consult your own
tax counsel or other tax advisers regarding any withdrawals.

DEDUCTION FOR VARIABLE ACCOUNT INCOME TAXES
We are not currently making a provision for such taxes. In the future, however,
we may make a provision for taxes if we determine, in our sole discretion, that
we will incur a tax as a result of the operation of the Variable Account. We
will deduct for any taxes we incur as a result of the operation of the Variable
Account, whether or not we previously made a provision for taxes and whether or
not it was sufficient. Our status under the Internal Revenue Code is briefly
described in the Taxes section.

OTHER EXPENSES
Each Portfolio deducts advisory fees and other expenses from its assets. You
indirectly bear the charges and expenses of the Portfolios whose shares are held
by the Variable Sub-Accounts. These fees and expenses are described in the
accompanying prospectus for the Portfolios. For a summary of these charges and
expenses, see pages ____. We may receive compensation from the investment
advisers or administrators of the Portfolios for administrative services we
provide to the Portfolios.

ACCESS TO YOUR MONEY
- --------------------------------------------------------------------------------

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

The amount payable upon withdrawal is the Contract Value next computed after we
receive the request for a withdrawal at our customer service center, adjusted by
any Market Value Adjustment, less any withdrawal charges, contract maintenance
charges, income tax withholding, 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.

Withdrawals of earnings are taxed as ordinary income and, if taken prior to age
59 1/2, may be subject to an additional 10% federal tax penalty.

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.

law. Any interest would be payable from the date we receive the withdrawal
request to the date we make the payment or transfer.

Depending on fluctuations in the net asset value of the Variable Sub-Accounts
and the value of the Fixed Account, systematic withdrawals may reduce or even
exhaust the Contract Value. Withdrawals of earnings are taxed as ordinary
income and, if taken prior to age 59 1/2, may be subject to an additional 10%
federal tax penalty. Please consult your tax advisor before taking any
withdrawal.

MINIMUM CONTRACT VALUE
If your request for a partial withdrawal would reduce the amount in any
Guarantee Period to less than $500, we will treat it as a request to withdraw
the entire amount invested in such Guarantee Period. If your request for a
partial withdrawal would reduce your Contract Value to less than $1,000, we may
treat it as a request to withdraw your entire Contract Value. Your Contract
will terminate if you withdraw all of your Contract Value. We will, however,
ask you to confirm your withdrawal request before terminating your Contract.
Before terminating any Contract whose value has been reduced by withdrawals to
less than $1,000, we will inform you in writing of our intention to terminate
your Contract and give you at least 30 days in which to make an additional
purchase payment to restore your Contract's value to the contractual minimum of
$1,000. If we terminate your Contract, we will distribute to you its Contract
Value, adjusted by any applicable Market Value Adjustment, less withdrawal and
other charges and applicable taxes.

INCOME PAYMENTS
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PAYOUT START DATE
The Payout Start Date is the day that we apply your money to an Income Plan.
The Payout Start Date must be no later than the day the Annuitant reaches age
90, or the 10th Contract Anniversary, if later. 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 if you have designated only one annuitant or
Income Plan 2 with guaranteed payments for 10 years if you have designated a
joint Annuitant. 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:

... fixed income payments;

... variable income payments; or

... a combination of the two.

The three Income Plans are:

INCOME PLAN 3 - GUARANTEED PAYMENT FOR A SPECIFIED PERIOD (5 YEARS TO 30 YEARS).
Under this plan, we make periodic income payments for the period you have
chosen. These payments do not depend on the Annuitant's life. Income payments
for less than 120 months may be subject to a withdrawal charge. We will deduct
the mortality and expense risk charge from the Variable Sub-Account assets that
support variable income payments even though we may not bear any mortality risk.

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.

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 all or part of the Variable Account portion of
the income payments at any time and receive a lump sum equal to the present
value of the remaining variable income payments associated with the amount
withdrawn. To determine the present value of any remaining variable income
payments being withdrawn, we use a discount rate equal to the assumed annual
investment rate that we use to compute such variable income payments. The
minimum amount you may withdraw under this feature is $1,000. A withdrawal
charge may apply. You will also have a limited ability to make transfers from
the Variable Account portion of the income payments to increase the proportion
of your income payments consisting of fixed income payments. You may not,
however, convert any portion of your right to receive fixed income payments into
variable income payments. We deduct applicable premium taxes, if any, from the
Contract Value at the Payout Start Date. New York does not currently impose a
premium tax.

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

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

... 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

... 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, if any, 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 Portfolio and (b) the Annuitant could live longer or shorter than we
expect based on the tables we use.

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

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

2. deducting any applicable premium tax; and

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

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

DEATH BENEFITS
- --------------------------------------------------------------------------------

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

1. any Contract Owner dies or,

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

We will pay the death benefit to the new Contract Owner as determined
immediately after the death. The new Contract Owner would be a surviving
Contract Owner or, if none, the Beneficiary(ies).

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

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

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

3. the Contract Value on the DEATH BENEFIT ANNIVERSARY immediately preceding the
date we determine the death benefit, adjusted by any purchase payments,
withdrawal adjustment as defined below, and charges made since that Death
Benefit Anniversary.
A "Death Benefit Anniversary" is every seventh Contract Anniversary beginning
with the Issue Date. For example, the Issue Date, 7th and 14th Contract
Anniversaries are the first three Death Benefit Anniversaries, or

4. the greatest of the ANNIVERSARY VALUES as of the date we determine the death
benefit.

An "Anniversary Value" is equal to the Contract Value on a Contract Anniversary,
increased by purchase payments made since that Anniversary and reduced by the
amount of any withdrawal adjustment, as defined below, since that anniversary.
Anniversary Values will be calculated for each Contract Anniversary prior to the
earlier of:

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

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

A positive Market Value Adjustment will apply to amounts currently invested in a
Guarantee Period that are paid out as death benefits.

The value of the death benefit will be determined at the end of the Valuation
Date on which we receive a complete request for payment of the death benefit,
which includes Due Proof of Death.

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

(a) = the withdrawal amount,

(b) = the Contract Value immediately prior to the withdrawal, and

See Appendix C for an example representative of how the withdrawal adjustment
applies.

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

... a certified copy of a death certificate; or

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

... any other proof acceptable to us.

DEATH BENEFIT PAYMENTS
A death benefit will be paid:

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

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

Otherwise, the Settlement Value will be paid. The new Contract Owner may make a
single withdrawal of any amount within one year of the date of death without
incurring a withdrawal charge. However, any applicable Market Value Adjustment,
determined as of the date of the withdrawal, will apply.

We reserve the right to waive the 180 day limit on a non-discriminatory basis.
The Settlement Value paid will be the Settlement Value next computed on or after
the requested distribution date for payment, or on the

mandatory distribution date of 5 years after the date of death.

If the Contract Owner eligible to receive the death benefit is not a natural
person, the Contract Owner may elect to receive the distribution upon death in
one or more distributions. However, the entire value of the Contract must be
distributed within five years after the date of death.

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

... the life of the Contract Owner; or

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

... 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 sole new Contract
Owner, then the spouse may elect one of the options listed above or may continue
the Contract in the Accumulation Phase as if the death had not occurred. The
Contract may only be continued once.

If the Contract is continued in the Accumulation Phase, the surviving spouse may
make a single withdrawal of any amount within one year of the date of death
without incurring a withdrawal charge. However, any applicable Market Value
Adjustment, determined as of the date of the withdrawal, will apply.
Withdrawals of earnings are taxed as ordinary income and, if taken prior to age
591/2, may be subject to an additional 10% federal tax penalty.

MORE INFORMATION
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ALLSTATE NEW YORK
Allstate New York is the issuer of the Contract. ALLSTATE

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

NEW YORK."

ALLSTATE NEW YORK is currently licensed to operate in New York. Our home office
is One Allstate Drive, Farmingville, New York 11738. Our service center is
located in Vernon Hills, Illinois.

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

Independent rating agencies regularly evaluate life insurers' claims-paying
ability, quality of investments, and overall stability. A.M. Best Company
assigns an A+ (Superior) financial strength rating to Allstate Life, which
results in an A+g rating to ALLSTATE NEW YORK due to its group affiliation with
Allstate Life. Standard & Poor's Insurance Rating Service assigns an AA+ (Very
Strong) financial strength rating and Moody's Investors Service assigns an Aa2
(Excellent) financial strength rating to ALLSTATE NEW YORK, sharing the same
ratings of its parent Allstate Life. These ratings do not reflect the
performance of the Variable Account. We may from time to time advertise these
ratings in our sales literature.

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

YORK.

Our obligations arising under the Contracts are general corporate obligations of
ALLSTATE NEW YORK.

The Variable Account consists of multiple Variable Sub-Accounts, 28 of which are
available through the Contracts. Each Variable Sub-Account invests in a
corresponding Portfolio. We may add new Variable Sub-Accounts or eliminate one
or more of them, if we believe marketing, tax, or investment conditions so
warrant. We do not guarantee the investment performance of the Variable Account,
its Sub-Accounts or the Portfolios. We may use the Variable Account to fund our
other annuity contracts. We will account separately for each type of annuity
contract funded by the Variable Account.

THE PORTFOLIOS
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS. We automatically reinvest all
dividends and capital gains distributions from the Portfolios in shares of the
distributing Portfolio at their net asset value.

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

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

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

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

CONFLICTS OF INTEREST. Certain of the Portfolios sell their shares to Variable
Accounts underlying both variable life insurance and variable annuity contracts.

It is conceivable that in the future it may be unfavorable for variable life
insurance Variable Accounts and variable annuity Variable Accounts to invest in
the same Portfolio. The boards of directors of these Portfolios monitor for
possible conflicts among Variable Accounts buying shares of the Portfolios.

Conflicts could develop for a variety of reasons. For example, differences in
treatment under tax and other laws or the failure by a Variable Account to
comply with such laws could cause a conflict. To eliminate a conflict, a
Portfolio's board of directors may require a Variable Account to withdraw its
participation in a Portfolio. A Portfolio's net asset value could decrease if it
had to sell investment securities to pay redemption proceeds to a Variable
Account withdrawing because of a conflict.

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

Contracts described in this prospectus are sold by registered representatives of
broker-dealers who are our licensed insurance agents, either individually or
through an incorporated insurance agency. Commissions paid to broker-dealers may
vary, but we estimate that the total commissions paid on all Contract sales to
broker-dealers will not exceed 8.5% of any purchase payments. These commissions
are intended to cover distribution expenses. From time to time, we may offer
additional sales incentives of up to 1% of purchase payments to broker-dealers
who maintain certain sales volume levels.

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:

... issuance of the Contracts;

... maintenance of Contract Owner records;

... Contract Owner services;

... calculation of unit values;

... maintenance of the Variable Account; and

... 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.

TAX 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
JordenBurt LLP, Washington, D.C., has advised ALLSTATE

NEW YORK on certain federal securities law matters. All matters of New York law
pertaining to the Contracts, including the validity of the Contracts and
ALLSTATE NEW

YORK's right to issue such Contracts under New York insurance law, have been
passed upon by Michael J. Velotta, General Counsel of Allstate New York.

TAXES
- --------------------------------------------------------------------------------

THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. ALLSTATE
NEW YORK MAKES NO GUARANTEE REGARDING THE TAX TREATMENT OF ANY CONTRACT OR
TRANSACTION INVOLVING A CONTRACT.

TAXATION OF ALLSTATE LIFE INSURANCE
COMPANY OF NEW YORK
ALLSTATE 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 NEW YORK, and its operations form a part of
ALLSTATE NEW YORK, it will not be taxed separately. 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 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 NEW
YORK does not anticipate that it will incur any federal income tax liability
attributable to the Variable Account, and therefore ALLSTATE NEW YORK does not
intend to make provisions for any such taxes. If ALLSTATE NEW YORK is taxed on
investment income or capital gains of the Variable Account, then ALLSTATE NEW

YORK may impose a charge against the Variable Account in order to make provision
for such taxes.

TAXATION OF ANNUITIES IN GENERAL
TAX DEFERRAL. Generally, you are not taxed on increases in the Contract Value
until a distribution occurs. This rule applies only where:

1. the Contract Owner is a natural person,

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

3. ALLSTATE NEW YORK is considered the owner of the Variable Account assets for
federal income tax purposes.

DIVERSIFICATION REQUIREMENTS. For a Contract to be treated as an annuity for
federal income tax purposes, the investments in the Variable Account must be
"ADEQUATELY DIVERSIFIED" consistent with standards under Treasury Department
regulations. If the investments in the Variable Account are not adequately
diversified, the Contract will not be treated as an annuity contract for federal
income tax purposes. As a result, the income on the Contract will be taxed as
ordinary income received or accrued by the Contract 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.

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 ANNUITY PAYMENTS. Generally, the rule for income taxation of
annuity payments received from a nonqualified 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. The Federal tax treatment of annuity payments is
unclear in some respects. As a result, if the IRS should provide further
guidance, it is possible that the amount we calculate and report to the IRS as
taxable could be different. 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.

DISTRIBUTION AT DEATH RULES. In order to be considered an annuity contract for
federal income tax purposes, the Contract must provide:

TAXATION OF ANNUITY DEATH BENEFITS. Death Benefit 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 Income Plan, the amounts are taxed in the same manner
as annuity payments.

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 591/2. However, no penalty tax is incurred on distributions:

1. made on or after the date the Contract Owner attains age 591/2,

2. made as a result of the Contract Owner's death or becoming totally disabled,

3. made in substantially equal periodic payments over the Contract Owner's life
or life expectancy, or over the joint lives or joint life expectancies of the
Contract Owner and the Beneficiary,

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 how these exceptions may
apply to your situation.

any additional withdrawal or other modification of the payment stream would
violate the requirement that payments must be substantially equal. Failure to
meet this requirement would mean that the income portion of each payment
received prior to the later of 5 years or the Contract Owner's attaining age
591/2 would be subject to a 10% penalty tax unless another exception to the
penalty tax applied. The tax for the year of the modification is increased by
the penalty tax that would have been imposed without the exception, plus
interest for the years in which the exception was used. You should consult a
competent tax advisor prior to taking a withdrawal.

TAX FREE EXCHANGES UNDER IRC SECTION 1035. A 1035 exchange is a tax-free
exchange of a non-qualified life insurance contract, endowment contract or
annuity contract for a new non-qualified annuity contract. The Contract
Owner(s) must be the same on the old and new contract. Basis from the old
contract carries over to the new contract so long as we receive that information
from the relinquishing company. If basis information is never received, we will
assume that all exchanged funds represent earnings and will allocate no cost
basis to them.

AGGREGATION OF ANNUITY CONTRACTS. The Code requires that all non-qualified
deferred annuity contracts issued by ALLSTATE NEW YORK (or its affiliates) to
the same Contract Owner during any calendar year be aggregated and treated as
one annuity contract for purposes of determining the taxable amount of a
distribution.

INCOME TAX WITHHOLDING
Generally, ALLSTATE NEW YORK is required to withhold federal income tax at a
rate of 10% from all non-annuitized distributions. The customer may elect out
of withholding by completing and signing a withholding election form. If no
election is made, we will automatically withhold the required 10% of the taxable
amount. In certain states, if there is federal withholding, then state
withholding is also mandatory.

ALLSTATE NEW YORK is required to withhold federal income tax using the wage
withholding rates for all annuitized distributions. The customer may elect out
of withholding by completing and signing a withholding election form. If no
election is made, we will automatically withhold using married with three
exemptions as the default. In certain states, if there is federal withholding,
then state withholding is also mandatory.

Election out of withholding is valid only if the customer provides a U.S.
residence address and taxpayer identification number.

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

... Roth IRAs under Section 408A of the Code;

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

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

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

... Corporate and Self Employed Pension and Profit Sharing Plans under Sections
401 and 403; and

... State and Local Government and Tax-Exempt Organization Deferred Compensation
Plans under Section 457.

ALLSTATE NEW YORK reserves the right to limit the availability of the Contract
for use with any of the Qualified Plans listed above or to modify the Contract
to conform with tax requirements. 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 certain
transactions such as excess contributions, premature distributions, and
distributions that do not conform to specified commencement and minimum
distribution rules.

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.

"QUALIFIED DISTRIBUTIONS" from Roth IRAs are not included in gross income.
"Qualified distributions" are

any distributions made more than five taxable years after the taxable year of
the first contribution to any Roth IRA and which are:

... made on or after the date the Contract Owner attains age 591/2,

... made to a beneficiary after the Contract Owner's death,

... attributable to the Contract Owner being disabled, or

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

REQUIRED MINIMUM DISTRIBUTIONS. Generally, qualified plans require minimum
distributions upon reaching age 701/2. Failure to withdraw the required minimum
distribution will result in a 50% tax penalty on the shortfall not withdrawn
from the contract. Not all income plans offered under this annuity contract
satisfy the requirements for minimum distributions. Because these distributions
are required under the code and the method of calculation is complex, please see
a competent tax advisor.

THE DEATH BENEFIT AND QUALIFIED CONTRACTS. Pursuant to the Code and IRS
regulations, an IRA may not invest in life insurance contracts. However, an IRA
(e.g., traditional IRA, Roth IRA, SEP IRA and SIMPLE IRA) may provide a death
benefit that equals the greater of the purchase payments or the Contract Value.
The Contract offers a death benefit that in certain circumstances may exceed
the greater of the purchase payments or 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 satisfy
the requirements of an IRA. We believe that these regulations do not prohibit
all forms of optional death benefits; however, at this time we are not allowing
the Enhanced Earnings Death Benefit Plus Option to be sold with an IRA.

ALLSTATE NEW YORK reserves the right to limit the availability of the Contract
for use with any of the qualified plans listed above.

1. made on or after the date the Contract Owner attains age 591/2,

2. made as a result of the Contract Owner's death or total disability,

4. made pursuant to an IRS levy,

5. made for certain medical expenses,

6. made to pay for health insurance premiums while unemployed (only applies for
IRAs),

7. made for qualified higher education expenses (only applies for IRAs), and

8. made for a first time home purchase (up to a $10,000 lifetime limit and only
applies for IRAs).

During the first 2 years of the individual's participation in a SIMPLE IRA,
distributions that are otherwise subject to the premature distribution penalty,
will be subject to a 25% penalty tax.

You should consult a competent tax advisor to determine how these exceptions may
apply to your situation.

INCOME TAX WITHHOLDING ON QUALIFIED CONTRACTS. Generally, ALLSTATE NEW YORK is
required to withhold federal income tax at a rate of 10% from all non-annuitized
distributions that are not considered "ELIGIBLE ROLLOVER DISTRIBUTIONS." The
customer may elect out of withholding by completing and signing a withholding
election form. If no election is made, we will automatically withhold the
required 10% from the taxable amount. In certain states, if there is federal
withholding, then state withholding is also mandatory. ALLSTATE NEW YORK is
required to withhold federal income

tax at a rate of 20% on all "ELIGIBLE ROLLOVER DISTRIBUTIONS" unless you elect
to make a "DIRECT ROLLOVER" of such amounts to an IRA or eligible retirement
plan. Eligible rollover distributions generally include all distributions from
Qualified Contracts, excluding IRAs, with the exception of:

1. required minimum distributions, or

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

3. a series of substantially equal periodic payments made over the life (joint
lives) of the participant (and beneficiary), or,

4. hardship distributions.

For all annuitized distributions that are not subject to the 20% withholding
requirement, ALLSTATE NEW YORK is required to withhold federal income tax using
the wage withholding rates from all annuitized distributions. The customer may
elect out of withholding by completing and signing a withholding election form.
If no election is made, we will automatically withhold using married with three
exemptions as the default. In certain states, if there is federal withholding,
then state withholding is also mandatory.

Election out of withholding is valid only if the customer provides a U.S.
residence address and taxpayer identification number.

TO DETERMINE IF YOU ARE ELIGIBLE TO CONTRIBUTE TO ANY OF THE ABOVE LISTED IRAS
(TRADITIONAL, ROTH, SEP, OR SIMPLE), PLEASE REFER TO IRS PUBLICATION 590 AND
YOUR COMPETENT TAX ADVISOR.

... attains age 591/2,

... separates from service,

... dies,

... becomes disabled, or

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

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

benefit of the participants and their beneficiaries. To the extent the
Contracts are used in connection with a non-governmental 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. Under
eligible 457 plans, contributions made for the benefit of the employees will not
be includible in the employees' gross income until distributed from the plan.

ANNUAL REPORTS AND OTHER DOCUMENTS
- --------------------------------------------------------------------------------

ALLSTATE NEW YORK's annual report on Form 10-K for the year ended December 31,
2001 is incorporated herein by reference, which means that it is legally 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).

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

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

EXPERTS

ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED*
- --------------------------------------------------------------------------------

For the period beginning January 1 and ending December 31, 2000 2001

AIM V.I. BALANCED SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $10.154
Accumulation Unit Value, End of Period $10.154 $ 8.881
Number of Units Outstanding, End of Period 26,413 122,945
AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $ 9.242
Accumulation Unit Value, End of Period $ 9.242 $ 7.001
Number of Units Outstanding, End of Period 10,595 65,809
AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $10.807
Accumulation Unit Value, End of Period $10.807 $11.356
Number of Units Outstanding, End of Period 12.496 51,574
AIM V.I. GROWTH SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $ 8.338
Accumulation Unit Value, End of Period $ 8.338 $ 5.443
Number of Units Outstanding, End of Period 14,487 66,340
AIM V.I. HIGH YIELD SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $ 8.362
Accumulation Unit Value, End of Period $ 8.362 $ 7.845
Number of Units Outstanding, End of Period 7,031 27,476
AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $ 8.989
Accumulation Unit Value, End of Period $ 8.989 $ 6.787
Number of Units Outstanding, End of Period 6,197 51,835
AIM V.I. PREMIER EQUITY SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $ 8.980
Accumulation Unit Value, End of Period $ 8.980 $ 7.754
Number of Units Outstanding, End of Period 29,890 132,390
FIDELITY VIP CONTRAFUND(R) SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $ 9.950
Accumulation Unit Value, End of Period $ 9.950 $ 8.621
Number of Units Outstanding, End of Period 16,726 54,431
FIDELITY VIP EQUITY INCOME SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $10.810
Accumulation Unit Value, End of Period $10.810 $10.145
Number of Units Outstanding, End of Period 1,655 98,345
FIDELITY VIP HIGH GROWTH SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $ 9.389
Accumulation Unit Value, End of Period $ 9.389 $ 7.634
Number of Units Outstanding, End of Period 12,984 111,676
FIDELITY VIP GROWTH OPPORTUNITIES SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $ 9.350
Accumulation Unit Value, End of Period $ 9.350 $ 7.901
Number of Units Outstanding, End of Period 4,746 23,416
FIDELITY VIP OVERSEAS SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $ 9.314
Accumulation Unit Value, End of Period $ 9.314 $ 7.251
Number of Units Outstanding, End of Period 4,880 29,515
TEMPLETON ASSET STRATEGY- CLASS 2 SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $10.443
Accumulation Unit Value, End of Period $10.443 $ 9.286
Number of Units Outstanding, End of Period 632 13,934
TEMPLETON INTERNATIONAL SECURITIES- CLASS 2 SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $10.522
Accumulation Unit Value, End of Period $10.522 $ 8.728
Number of Units Outstanding, End of Period 7,881 44,999
OPPENHEIMER AGGRESSIVE GROWTH/VA SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $ 9.162
Accumulation Unit Value, End of Period $ 9.162 $ 6.218
Number of Units Outstanding, End of Period 10,578 137,154
OPPENHEIMER MAIN STREET GROWTH & INCOME/VA SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $ 9.274
Accumulation Unit Value, End of Period $ 9.274 $ 8.227
Number of Units Outstanding, End of Period 35,354 173,074
OPPENHEIMER STRATEGIC BOND/VA SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $10.320
Accumulation Unit Value, End of Period $10.320 $10.685
Number of Units Outstanding, End of Period 8,730 96,313
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH, INC. SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $ 9.249
Accumulation Unit Value, End of Period $ 9.249 $ 7.071
Number of Units Outstanding, End of Period 11.070 32,951
DREYFUS STOCK INDEX SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $ 9.409
Accumulation Unit Value, End of Period $ 9.409 $ 8.159
Number of Units Outstanding, End of Period 28,181 185,335
DREYFUS VIF APPRECIATION SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $ 9.931
Accumulation Unit Value, End of Period $ 9.931 $ 8.894
Number of Units Outstanding, End of Period 1,285 27,925
WELLS FARGO VT ASSET ALLOCATION SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $10.012
Accumulation Unit Value, End of Period $10.012 $ 9.198
Number of Units Outstanding, End of Period 667 13,021
WELLS FARGO VT EQUITY INCOME SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $10.429
Accumulation Unit Value, End of Period $10.429 $ 9.741
Number of Units Outstanding, End of Period 264 8,467
WELLS FARGO VT GROWTH SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $ 9.048
Accumulation Unit Value, End of Period $ 9.048 $ 7.218
Number of Units Outstanding, End of Period 390 4,893
DELAWARE GP SMALL CAP VALUE SERIES SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $11.593
Accumulation Unit Value, End of Period $11.593 $12.802
Number of Units Outstanding, End of Period 7,204 45,515
DELAWARE GP TREND SERIES SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $ 9.265
Accumulation Unit Value, End of Period $ 9.265 $ 7.745
Number of Units Outstanding, End of Period 5,514 24,184
HSBC VARIABLE CASH MANAGEMENT SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $10.188
Accumulation Unit Value, End of Period $10.188 $10.320
Number of Units Outstanding, End of Period 15,211 $105,129
HSBC VARIABLE FIXED INCOME SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $10.210
Accumulation Unit Value, End of Period $10.210 $10.525
Number of Units Outstanding, End of Period 2,487 51,238
HSBC VARIABLE GROWTH & INCOME SUB-ACCOUNT

Accumulation Unit Value, Beginning of Period $10.000 $10.175
Accumulation Unit Value, End of Period $10.175 $ 8.327
Number of Units Outstanding, End of Period 36,688 182,882

* The Contracts were first offered on June 1, 2000. The Accumulation Unit
Values in this table reflect a mortality and expense risk charge of 1.15% and
an administrative charge of 0.10%. All of the Variable Sub-accounts were
first offered under the Contracts on June 1, 2000.

APPENDIX B MARKET VALUE ADJUSTMENT
- --------------------------------------------------------------------------------

The Market Value Adjustment is based on the following:

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

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

"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

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 (ASSUME DECLINING INTEREST RATES)

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

Step 2. Calculate the
Preferred Withdrawal
Amount: .15 X 10,000.00 = $1,500.00
Step 3. Calculate the I = 4.5%
Market Value J = 4.2%
Adjustment: N =
730 days
= 2
365 days

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) = $53.32

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 a
Contract Owner as a
result of full 11,411.66 - 427.68 + 53.52 = $11,037.50
withdrawal at the end
of Contract Year 3:

EXAMPLE 2: (ASSUMES RISING INTEREST RATES)

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

Step 2. Calculate the
Preferred Withdrawal
Amount: .15 X 10,000.00 = $1,500.00
Step 3. Calculate the I = 4.5%
Market Value J = 4.8%
Adjustment: N =
730 days
= 2
365 days

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 - $1,500.00) = -$53.52

Step 4. Calculate the
Withdrawal Charge: = .05 X (10,000.00 - 1,500.00 - 53.52) = $422.32
Step 5. Calculate the
amount received by a
Contract owner as a
result of full 11,411.66 - 422.32 - $53.52 = $10,935.82
withdrawal at the end
of Contract Year 3:

APPENDIX C WITHDRAWAL
ADJUSTMENT EXAMPLE
- --------------------------------------------------------------------------------

Issue Date: January 1, 2002

Initial Purchase Payment: $50,000

Death Benefit Amount

Contract Value Contract Death Benefit Greatest
Date Type of Occurence Before Occurrence Transaction Value After Anniversary Value Anniversary Value
Amount Occurence
- ---------------------------------------------------------------------------------------------------------------------
1/1/01 Issue Date -- $50,000 $50,000 $50,000 $50,000
- ---------------------------------------------------------------------------------------------------------------------
1/1/02 Contract $55,000 -- $55,000 $50,000 $55,000
Anniversary
- ---------------------------------------------------------------------------------------------------------------------
7/1/02 Partial Withdrawal $60,000 $15,000 $45,000 $37,500 $41,250
- ---------------------------------------------------------------------------------------------------------------------

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

DEATH BENEFIT ANNIVERSARY VALUE DEATH BENEFIT
- -------------------------------------------------------------------------------
PARTIAL WITHDRAWAL AMOUNT (w) $15,000
- -------------------------------------------------------------------------------

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

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

GREATEST ANNIVERSARY VALUE DEATH BENEFIT
- -------------------------------------------------------------------------------
PARTIAL WITHDRAWAL AMOUNT (w) $15,000
- -------------------------------------------------------------------------------
Contract Value Immediately Prior to Partial (a) $60,000
Withdrawal
- -------------------------------------------------------------------------------
Value of Applicable Death Benefit Amount (d) $55,000
Immediately Prior to Partial Withdrawal
- -------------------------------------------------------------------------------
Withdrawal Adjustment [(w)/(a)]x(d) $13,750
- -------------------------------------------------------------------------------
Adjusted Death Benefit $41,250

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

Please remember that you are looking at a hypothetical example, and that your
investment performance may be greater or less than the figures shown.

ALLSTATE PROVIDER VARIABLE ANNUITY

ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
300 N. MILWAUKEE AVE.
VERNON HILLS, IL 60061
TELEPHONE NUMBER: 1-800-692-4682 PROSPECTUS DATED MAY 1, 2002
-------------------------------------------------------------------------------
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK ("ALLSTATE NEW YORK") is offering
the Allstate Provider 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 42 investment alternatives ("INVESTMENT
ALTERNATIVES"). The investment alternatives including 3 fixed account options
("FIXED ACCOUNT") and 39 variable sub-accounts ("VARIABLE SUB-ACCOUNTS") of the
Allstate Life of New York Separate Account A ("VARIABLE ACCOUNT"). Each Variable
Sub-Account invests exclusively in shares of one of the following mutual fund
portfolios ("Portfolios"):

AIM VARIABLE INSURANCE FUND: GOLDMAN SACHS VARIABLE INSURANCE TRUST
AIM V.I. BALANCED FUND (VIT):
AIM V.I. CORE EQUITY FUND/1/ GOLDMAN SACHS VIT CAPITAL GROWTH FUND
AIM V.I. DIVERSIFIED INCOME FUND GOLDMAN SACHS VIT CORE/SM/ SMALL CAP
AIM V.I. GOVERNMENT SECURITIES FUND EQUITY FUND
AIM V.I. GROWTH FUND GOLDMAN SACHS VIT CORE/SM/ U.S. EQUITY
AIM V.I. INTERNATIONAL GROWTH FUND
FUND/2/ GOLDMAN SACHS VIT INTERNATIONAL EQUITY
AIM V.I. PREMIER EQUITY FUND/3/ FUND

THE DREYFUS SOCIALLY RESPONSIBLE MFS(R) VARIABLE INSURANCE TRUST/SM/:
GROWTH PRODUCTS TRUST FUND, INC.: MFS EMERGING GROWTH SERIES
THE DREYFUS SOCIALLY RESPONSIBLE MFS INVESTORS TRUST SERIES
GROWTH PRODUCTS TRUST FUND MFS NEW DISCOVERY SERIES
MFS RESEARCH SERIES
DREYFUS STOCK INDEX FUND:
DREYFUS STOCK INDEX FUND OPPENHEIMER VARIABLE ACCOUNT FUNDS:
OPPENHEIMER AGGRESSIVE GROWTH FUND/VA
DREYFUS VARIABLE INVESTMENT FUND OPPENHEIMER CAPITAL APPRECIATION FUND/VA
(VIF): OPPENHEIMER GLOBAL SECURITIES FUND/VA
DREYFUS VIF GROWTH & INCOME OPPENHEIMER MAIN STREET GROWTH & INCOME
PORTFOLIO FUND/VA
DREYFUS VIF MONEY MARKET PORTFOLIO
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.:
FIDELITY VARIABLE INSURANCE PRODUCTS VAN KAMPEN UIF EQUITY GROWTH
FUND (VIP) : VAN KAMPEN UIF CORE PLUS FIXED INCOME
FIDELITY VIP EQUITY-INCOME PORTFOLIO VAN KAMPEN UIF GLOBAL EQUITY
FIDELITY VIP GROWTH PORTFOLIO VAN KAMPEN UIF MID CAP VALUE
FIDELITY VIP HIGH INCOME PORTFOLIO VAN KAMPEN UIF VALUE
FIDELITY VIP CONTRAFUND(R)

FRANKLIN TEMPLETON VARIABLE
INSURANCE PRODUCTS TRUST (VIP):
FRANKLIN SMALL CAP FUND
MUTUAL SHARES SECURITIES FUND
TEMPLETON DEVELOPING MARKETS
SECURITIES FUND
TEMPLETON GROWTH SECURITIES FUND
TEMPLETON INTERNATIONAL SECURITIES
FUND

/1/ Effective May 1, 2002, the Portfolio changed its name from AIM V.I. Growth
and Income Fund to AIM V.I. Core Equity Fund. We have made a corresponding
change in the name of the Variable Sub-Account that invests in that Portfolio.

/2/ Effective May 1, 2002, the Portfolio changed its name from AIM V.I.
International Equity Fund to AIM V.I.

International Growth Fund. We have made a corresponding change in the name of
the Variable Sub-Account that invests in that Portfolio.

/3/ Effective May 1, 2002, the Portfolio changed its name from AIM V.I. Value
Fund to AIM V.I. Premier Equity Fund. We have made a corresponding change in
the name of the Variable Sub-Account that invests in that Portfolio.

WE (ALLSTATE NEW YORK) have filed a Statement of Additional Information, May 1,
2002, 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 D-1 of this prospectus. For a free copy, please write or call us at the
address or telephone number above, or go to the SEC's Web site (http://
www.sec.gov). You can find other information and documents about us, including
documents that are legally part of this prospectus, at the SEC's Web site.

THE CONTRACTS ARE NOT FDIC INSURED.

THE CONTRACTS ARE ONLY AVAILABLE IN NEW YORK.

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

PAGE

- --------------------------------------------------------------------------------
OVERVIEW
- --------------------------------------------------------------------------------
Important Terms
- --------------------------------------------------------------------------------
The Contract at a Glance
- --------------------------------------------------------------------------------
How the Contract Works
- --------------------------------------------------------------------------------
Expense Table
- --------------------------------------------------------------------------------
Financial Information
- --------------------------------------------------------------------------------
CONTRACT FEATURES
- --------------------------------------------------------------------------------
The Contract
- --------------------------------------------------------------------------------
Purchases
- --------------------------------------------------------------------------------
Contract Value
- --------------------------------------------------------------------------------
Investment Alternatives
- --------------------------------------------------------------------------------
The Variable Sub-Accounts
- --------------------------------------------------------------------------------
The Fixed Account
- --------------------------------------------------------------------------------
Transfers
- --------------------------------------------------------------------------------
Expenses
- --------------------------------------------------------------------------------
Access To Your Money
- --------------------------------------------------------------------------------
Income Payments
- --------------------------------------------------------------------------------
Death Benefits
- --------------------------------------------------------------------------------

PAGE
- --------------------------------------------------------------------------------
OTHER INFORMATION
- --------------------------------------------------------------------------------
More Information:
- --------------------------------------------------------------------------------
ALLSTATE NEW YORK
- --------------------------------------------------------------------------------
The Variable Account
- --------------------------------------------------------------------------------
The Contract
- --------------------------------------------------------------------------------
Tax Qualified Plans
- --------------------------------------------------------------------------------
The Portfolios
- --------------------------------------------------------------------------------
Legal Matters
- --------------------------------------------------------------------------------
Taxes
- --------------------------------------------------------------------------------
Annual Reports and Other Documents
- --------------------------------------------------------------------------------
Performance Information
- --------------------------------------------------------------------------------
Experts
- --------------------------------------------------------------------------------
APPENDIX A - MARKET VALUE ADJUSTMENT A-1
- -------------------------------------------------------------------------------
APPENDIX B - WITHDRAWAL ADJUSTMENT EXAMPLES B-1
- --------------------------------------------------------------------------------

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

PAGE

- --------------------------------------------------------------------------------
Accumulation Phase
- --------------------------------------------------------------------------------
Accumulation Unit
- --------------------------------------------------------------------------------
Accumulation Unit Value
- --------------------------------------------------------------------------------
ALLSTATE NEW YORK ("We" or "Us")
- --------------------------------------------------------------------------------
Anniversary Values
- --------------------------------------------------------------------------------
Annuitant
- --------------------------------------------------------------------------------
Automatic Additions Program
- --------------------------------------------------------------------------------
Automatic Portfolio Rebalancing Program
- --------------------------------------------------------------------------------
Beneficiary
- --------------------------------------------------------------------------------
Cancellation Period
- --------------------------------------------------------------------------------
Contract*
- --------------------------------------------------------------------------------
Contract Anniversary
- --------------------------------------------------------------------------------
Contract Owner ("You")
- --------------------------------------------------------------------------------
Contract Value
- --------------------------------------------------------------------------------
Contract Year
- --------------------------------------------------------------------------------
Death Benefit Anniversary
- --------------------------------------------------------------------------------
Dollar Cost Averaging Program
- --------------------------------------------------------------------------------
Due Proof of Death
- --------------------------------------------------------------------------------
Fixed Accounts
- --------------------------------------------------------------------------------

PAGE
- --------------------------------------------------------------------------------
Guarantee Periods
- --------------------------------------------------------------------------------
Income Plan
- --------------------------------------------------------------------------------
Investment Alternatives
- --------------------------------------------------------------------------------
Issue Date
- --------------------------------------------------------------------------------
Market Value Adjustment
- --------------------------------------------------------------------------------
Payout Phase
- --------------------------------------------------------------------------------
Payout Start Date
- --------------------------------------------------------------------------------
Portfolios
- --------------------------------------------------------------------------------
Preferred Withdrawal Amount
- --------------------------------------------------------------------------------
Qualified Contracts
- --------------------------------------------------------------------------------
Right to Cancel
- --------------------------------------------------------------------------------
SEC
- --------------------------------------------------------------------------------
Settlement Value
- --------------------------------------------------------------------------------
Systematic Withdrawal Program
- --------------------------------------------------------------------------------
Treasury Rate
- --------------------------------------------------------------------------------
Valuation Date
- --------------------------------------------------------------------------------
Variable Account
- --------------------------------------------------------------------------------
Variable Sub-Account
- --------------------------------------------------------------------------------
*
The Allstate Provider 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.

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

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

FLEXIBLE PAYMENTS You can purchase a Contract with as little as $3,000
($2,000 for a "QUALIFIED CONTRACT," which is a Contract
issued with a qualified plan). You can add to your
Contract as often and as much as you like, but each
payment must be at least $100, $500 for allocations to
the Fixed Account. You must maintain a minimum account
size of $1,000.
- -------------------------------------------------------------------------------
RIGHT TO CANCEL You may cancel your Contract within 10 days after
receipt (60 days if you are exchanging another contract
for the Contract described in this prospectus)
("CANCELLATION PERIOD"). Upon cancellation we will
return your purchase payments adjusted to the extent
federal or state law permits to reflect the investment
experience of any amounts allocated to the Variable
Account.
- -------------------------------------------------------------------------------
EXPENSES You will bear the following expenses:

.Total Variable Account annual fees equal to 1.25% of
average daily net assets

.Annual contract maintenance charge of $30 (with
certain exceptions)

.Withdrawal charges ranging from 0% to 7% of payment
withdrawn (with certain exceptions)

.Transfer fee of $10 after 12th transfer in any
CONTRACT YEAR (fee currently waived)

.
State premium tax (New York currently does not impose
one).

.3 Fixed Account Options (which credit interest at
rates we guarantee), and

.39 Variable Sub-Accounts investing in portfolios
("Portfolios") offering professional money management
by:

. A I M Advisors, Inc.

. The Dreyfus Corporation

. Fidelity Management & Research Company

. Franklin Advisers, Inc.

. Franklin Mutual Advisers, LLC

. Goldman Sachs Asset Management

. Goldman Sachs Asset Management International

. MFS Investment Management/(R)/

. Miller Anderson & Sherrerd, LLP

. Morgan Stanley Asset Management

. Oppenheimer Funds, Inc.

. Templeton Global Advisors Limited

. Templeton Investment Counsel, LLC

. Templeton Asset Management LTD.

. AUTOMATIC PORTFOLIO REBALANCING PROGRAM

. AUTOMATIC ADDITIONS PROGRAM

. DOLLAR COST AVERAGING PROGRAM

. life income with guaranteed payments

.a joint and survivor life income with guaranteed
payments

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
any time during the Accumulation Phase. Full or partial
withdrawals also are available under limited
circumstances on or after the Payout Start Date.

In general, you must withdraw at least $50 at a time
($1,000 for withdrawals made during the Payout Phase).
Withdrawals of earnings are taxed as ordinary income
and, if taken prior to age 59 1/2, may be subject to an
additional 10% federal tax penalty. A withdrawal charge
and MARKET VALUE ADJUSTMENT also may apply.
- -------------------------------------------------------------------------------

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 40 investment alternatives and
generally 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 Accounts. If you invest in the Fixed Accounts, you
will earn a fixed rate of interest that we declare periodically. If you invest
in any of the Variable Sub-Accounts, your investment return will vary up or down
depending on the performance of the corresponding Portfolios.

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

The timeline below illustrates how you might use your Contract.

Issue Payout Start
Date Accumulation Phase Date Payout Phase
- ------------------------------------------------------------------------------------------------------------>

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

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

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

CONTRACT OWNER TRANSACTION EXPENSES
Withdrawal Charge (as a percentage of purchase payments)*

Number of Complete Years Since We Received the Purchase 0 1 2 3 4 5 6 7+
Payment Being Withdrawn
- -------------------------------------------------------------------------------------------------
Applicable Charge 7% 6% 5% 4% 3% 2% 1% 0%
- -------------------------------------------------------------------------------------------------
Annual Contract Maintenance Charge $30.00**
- -------------------------------------------------------------------------------------------------
Transfer Fee $10.00***
- -------------------------------------------------------------------------------------------------

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

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

VARIABLE ACCOUNT ANNUAL EXPENSES
(AS A PERCENTAGE OF DAILY NET ASSET VALUE
DEDUCTED FROM EACH VARIABLE SUB-ACCOUNT)

PORTFOLIO ANNUAL EXPENSES (as a percentage of Portfolio average daily net
assets)/1/
(After contractual Reductions and Reimbursements)

Total
Management 12b-1 Other Portfolio
Portfolio Fees Fees Expenses Annual Expenses
- -------------------------------------------------------------------------------

AIM V.I. Balanced Fund - 0.75% N/A 0.37% 1.12%
Series I
- -------------------------------------------------------------------------------
AIM V.I. Core Equity Fund - 0.61% N/A 0.21% .82%
Series I (2)
- -------------------------------------------------------------------------------
AIM V.I. Diversified Income 0.60% N/A 0.33% 0.93%
Fund - Series I
- -------------------------------------------------------------------------------
AIM V.I. Government Securities 0.50% N/A 0.58% 1.08%
Fund - Series I
- -------------------------------------------------------------------------------
AIM V.I. Growth Fund - Series 0.62% N/A 0.26% 0.88%
I
- -------------------------------------------------------------------------------
AIM V.I. International Growth 0.73% N/A 0.32% 1.05%
Fund - Sereis I (2)
- -------------------------------------------------------------------------------
AIM V.I. Premier Equity Fund - 0.60% N/A 0.25% 0.85%
Series I (2)
- -------------------------------------------------------------------------------
The Dreyfus Socially
Responsible Growth Fund, Inc.: 0.75% N/A 0.03% 0.78%
Initial Shares
- -------------------------------------------------------------------------------
Dreyfus Stock Index Fund: 0.25% N/A 0.01% 0.26%
Initial Shares
- -------------------------------------------------------------------------------
Dreyfus VIF - Growth & Income 0.75% N/A 0.05% 0.80%
Portfolio: Initial Shares
- -------------------------------------------------------------------------------
Dreyfus VIF - Money Market 0.50% N/A 0.08% 0.58%
Portfolio
- -------------------------------------------------------------------------------
Fidelity VIP Contrafund 0.58% N/A 0.10% 0.68%
Portfolio - Initial Class (3)
- -------------------------------------------------------------------------------
Fidelity VIP Equity-Income 0.48% N/A 0.10% 0.58%
Portfolio - Initial Class (3)
- -------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio 0.58% N/A 0.10% 0.68%
- - Initial Class (3)
- -------------------------------------------------------------------------------
Fidelity VIP High Income 0.58% N/A 0.13% 0.71%
Portfolio - Initial Class (3)
- -------------------------------------------------------------------------------
Franklin Small Cap Fund-Class 0.45% 0.25% 0.31% 1.01%
2 (4,5)
- -------------------------------------------------------------------------------
Mutual Shares Securities Fund 0.60% 0.25% 0.19% 1.04%
- - Class 2 (4)
- -------------------------------------------------------------------------------
Templeton Developing Markets 1.25% 0.25% 0.32% 1.82%
Securities Fund - Class 2 (4)
- -------------------------------------------------------------------------------
Templeton Foreign Securities 0.68% 0.25% 0.22% 1.15%
Fund - Class 2 (4,6,7)
- -------------------------------------------------------------------------------
Templeton Growth Securities 0.80% 0.25% 0.05% 1.10%
Fund - Class 2 (4,8)
- -------------------------------------------------------------------------------
Goldman Sachs VIT Capital 0.75% N/A 0.94% 1.69%
Growth Fund (9)
- -------------------------------------------------------------------------------
Goldman Sachs VIT CORE/SM/ 0.75% N/A 0.47% 1.22%
Small Cap Equity Fund (9)
- -------------------------------------------------------------------------------
Goldman Sachs VIT CORE/SM/ 0.70% N/A 0.12% 0.82%
U.S. Equity Fund (9)
- -------------------------------------------------------------------------------
Goldman Sachs VIT 1.00% N/A 1.05% 2.05%
International Equity Fund (9)
- -------------------------------------------------------------------------------
MFS Emerging Growth Series - 0.75% N/A 0.12% 0.87%
Initial Class (10)
- -------------------------------------------------------------------------------
MFS Investors Trust Series - 0.75% N/A 0.15% 0.90%
Initial Class (10)
- -------------------------------------------------------------------------------
MFS New Discovery Series 0.90% N/A 0.16% 1.06%
(10,11)
- -------------------------------------------------------------------------------
MFS Research Series - Initial 0.75% N/A 0.15% 0.90%
Class (10)
- -------------------------------------------------------------------------------
Oppenheimer Aggressive Growth 0.64% N/A 0.04% 0.68%
Fund/VA
- -------------------------------------------------------------------------------
Oppenheimer Capital 0.64% N/A 0.04% 0.68%
Appreciation Fund/VA
- -------------------------------------------------------------------------------
Oppenheimer Global Securities 0.64% N/A 0.06% 0.70%
Fund/VA
- -------------------------------------------------------------------------------
Oppenheimer Main Street Growth 0.68% N/A 0.05% 0.73%
& Income Fund/VA
- -------------------------------------------------------------------------------
Oppenheimer Strategic Bond 0.74% N/A 0.05% 0.79%
Fund/VA(12)
- -------------------------------------------------------------------------------
Van Kampen UIF Core Plus Fixed 0.40% N/A 0.31% 0.71%
Income Portfolio (13,14)
- -------------------------------------------------------------------------------
Van Kampen UIF Equity Growth 0.55% N/A 0.36% 0.91%
Portfolio (13,14)
- -------------------------------------------------------------------------------
Van Kampen UIF Global Equity 0.80% N/A 0.48% 1.28%
Portfolio (13,14)
- -------------------------------------------------------------------------------
Van Kampen UIF Mid Cap Value 0.75% N/A 0.35% 1.10%
Portfolio (13,14)
- -------------------------------------------------------------------------------
Van Kampen UIF Value Portfolio 0.55% N/A 0.38% 0.93%
(13,14)
- -------------------------------------------------------------------------------

(1) Figures shown in the Table are for the year ended December 31, 2001(except
as otherwise noted).

(2) Effective May 1, 2002 the AIM V.I. Growth and Income Fund, AIM V.I.
International Equity Fund and AIM V.I. Value Fund changed their names to
the AIM V.I. Core Equity Fund, AIM V.I. International Growth Fund and AIM
V.I. Premier Equity Fund, respectively.

(3) Actual "Total Portfolio Annual Expenses" were lower because a portion of
the brokerage commissions that the Portfolios paid was used to reduce the
Portfolios' expenses. In addition, through arrangements with the
Portfolios' custodian, credits realized as a result of uninvested cash
balances are used to reduce a portion of the Portfolios' custodian
expenses. These offsets may be discontinued at any time. Had these offsets
been taken into account, "Total Portfolio Annual Expenses" would have been
0.64% for Contrafund Portfolio, 0.57% for Equity-Income Portfolio, 0.65%
for Growth Portfolio and 0.70% for High Income Portfolio.

(4) The Portfolio's Class 2 distribution plan or "rule 12b-1 plan" is described
in the Portfolio's prospectus.

(5) The manager had agreed in advance to make an estimated reduction of 0.08%
to its management fee to reflect reduced services resulting from the
Portfolio's investment in a Franklin Templeton money fund. This reduction
is required by the Portfolio's Board of Trustees and an order of the
Securities and Exchange Commission. Without this reduction, "Total
Portfolio Annual Expenses" would have been 1.09%.

(6) Effective May 1, 2002 the Templeton International Securities Fund - Class 2
changed its name to the Templeton Foreign Securities Fund - Class 2.

(7) The manager had agreed in advance to make an estimated reduction of 0.01%
to its management fee to reflect reduced services resulting from the
Portfolio's investment in a Franklin Templeton money fund. This reduction
is required by the Portfolio's Board of Trustees and an order of the
Securities and Exchange Commission. Without this reduction, "Total
Portfolio Annual Expenses" would have been 1.16%.

(8) The Portfolio administration fee is paid indirectly through the management
fee.

(9) "Total Portfolio Annual Expenses" listed in the table above reflect gross
ratios prior to any voluntary waivers/ reimbursements of expenses. Goldman
Sachs Asset Management and Goldman Sachs Asset Management International,
the investment advisers, have voluntarily agreed to reduce or limit certain
other expenses (excluding management fees, taxes, interest, brokerage fees,
litigation, indemnification and other extraordinary expenses) to the extent
"Total Portfolio Annual Expenses" exceed 1.00% for Capital Growth Fund,
1.00% for CORESM Small Cap Equity Fund, 0.90% for CORESM U.S. Equity Fund
and 1.35% for International Equity Fund. With these limitations taken into
consideration, "Management Fees", "Rule 12b-1 Fees", "Other Expenses" and
"Total Portfolio Annual Expenses" were as follows:

Total
Management 12b-1 Other Portfolio
Portfolio Fees Fees Expenses Annual Expenses
- -------------------------------------------------------------------------------

Goldman Sachs VIT Capital 0.75% N/A 0.25% 1.00%
Growth Fund
- -------------------------------------------------------------------------------
Goldman Sachs VIT CORE/SM/ 0.75% N/A 0.25% 1.00%
Small Cap Equity Fund
- -------------------------------------------------------------------------------
Goldman Sachs VIT CORE/SM 0.70% N/A 0.11% 0.81%
/U.S. Equity Fund
- -------------------------------------------------------------------------------
Goldman Sachs VIT 1.00% N/A 0.35% 1.35%
International Equity Fund
- -------------------------------------------------------------------------------

(10) Each Portfolio has an expense offset arrangement which reduces the
Portfolios' custodian fee based upon the amount of cash maintained by the
Portfolio with its custodian and dividend disbursing agent. Each Portfolio
may enter into other such arrangements and directed brokerage arrangements,
which would also have the effect of reducing the Portfolios' expenses.
"Other Expenses" do not take these expense reductions into account, and are
therefore higher than the actual expenses of the Portfolios. Had these fee
reductions been taken into account, "Total Portfolio Annual Expenses" would
have been lower and would equal 0.86% for Emerging Growth Series, 0.89% for
Investors Trust Series, 1.05% for New Discovery Series and 0.89 for
Research Series.

(11) MFS has contractually agreed, subject to reimbursement, to bear expenses
for the Portfolio such that "Other Expenses" (after taking into account the
expense offset arrangement described in note 10 above), do not exceed 0.15%
of the average daily net assets of the Portfolios during the current fiscal
year. Without these fee arrangements "Total Portfolio Annual Expenses"
would have been 1.09%. These contractual fee arrangements will continue at
least until May 1, 2003, unless changed with the consent of the board of
trustees which oversee the Portfolios.

(12) Oppenheimer Funds, Inc. (OFI) will reduce the management fee by 0.10% as
long as the fund's trailing 12-month performance at the end of the quarter
is in the fifth Lipper peer-group quintile; and by 0.05% as long as it is
in the fourth quintile. If the fund emerges from a "penalty box" position
for a quarter but then slips back in the next quarter, OFI will reinstate
the waiver. The waiver is voluntary and may be terminated by the Manager at
any time.

(13) "Total Portfolio Annual Expenses" listed in the table above reflect gross
ratios prior to any voluntary waivers/ reimbursements of expenses by the
adviser. For the year ended December 31, 2001, the management fee was
reduced to reflect the voluntary waiver of a portion or all of the
management fee and the reimbursement by the Portfolios' adviser to the
extent "Total Portfolio Annual Expenses" exceed the following percentages:
Van Kampen UIF Core Plus Fixed Income Portfolio 0.70%; Van Kampen UIF
Equity Growth Portfolio 0.85%; Van Kampen UIF Global Value Equity Portfolio
1.15%; Van Kampen UIF Mid Cap Value Portfolio 1.05%; Van Kampen UIF Value
Portfolio 0.85%. The adviser may terminate this voluntary waiver at any
time at its sole discretion. After such reductions, the "Management Fees",
"Rule 12b-1 Fees", "Other Expenses" and "Total Portfolio Annual Expenses"
were as follows:

Total
Management 12b-1 Other Portfolio
Portfolio Fees Fees Expenses Annual Expenses
- -------------------------------------------------------------------------------

Van Kampen UIF Core Plus Fixed 0.39% N/A 0.31% 0.70%
Income Portfolio
- -------------------------------------------------------------------------------
Van Kampen UIF Equity Growth 0.49% N/A 0.36% 0.85%
Portfolio
- -------------------------------------------------------------------------------
Van Kampen UIF Global Equity 0.67% N/A 0.48% 1.15%
Portfolio
- -------------------------------------------------------------------------------
Van Kampen UIF Mid Cap Value 0.70% N/A 0.35% 1.05%
Portfolio
- -------------------------------------------------------------------------------
Van Kampen UIF Value Portfolio 0.47% N/A 0.38% 0.85%
- -------------------------------------------------------------------------------

(14) Effective May 1, 2002 the Portfolios have been re-branded and have changed
names from Morgan Stanley UIF Fixed Income Portfolio to Van Kampen UIF Core
Plus Fixed Income Portfolio, Morgan Stanley UIF Equity Growth Portfolio to
Van Kampen UIF Equity Growth Portfolio, Morgan Stanley UIF Global Value
Equity Portfolio to Van Kampen UIF Global Value Equity Portfolio, Morgan
Stanley UIF Mid Cap Value Portfolio to Van Kampen UIF Mid Cap Value
Portfolio and Morgan Stanley UIF Value Portfolio to Van Kampen UIF Value
Portfolio.

EXAMPLE 1
The example below shows the dollar amount of expenses that you would bear
directly or indirectly if you:

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

... earned a 5% annual return on your investment, and

... earned a 5% annual return on your investment, surrendered your Contract, or
began receiving income payments for a specified period of less than 120
months, at the end of each time period.

Variable Sub-Account 1 Year 3 Years 5 Years 10 Years
- ------------------------------------------------------------------------------------------------------------------

AIM V.I. Balanced $76 $111 $148 $279
- ------------------------------------------------------------------------------------------------------------------
AIM V.I. Core Equity $73 $101 $133 $248
- ------------------------------------------------------------------------------------------------------------------
AIM V.I. Diversified Income $74 $105 $138 $259
- ------------------------------------------------------------------------------------------------------------------
AIM V.I. Government Securities $76 $109 $146 $275
- ------------------------------------------------------------------------------------------------------------------
AIM V.I. Growth $73 $103 $136 $254
- ------------------------------------------------------------------------------------------------------------------
AIM V.I. International Growth $75 $109 $144 $272
- ------------------------------------------------------------------------------------------------------------------
AIM V.I. Premier Equity $73 $102 $134 $251
- ------------------------------------------------------------------------------------------------------------------
The Dreyfus Socially Responsible Growth, Inc. $72 $100 $130 $244
- ------------------------------------------------------------------------------------------------------------------
Dreyfus Stock Index $67 $84 $103 $187
- ------------------------------------------------------------------------------------------------------------------
Dreyfus VIF - Growth & Income $73 $101 $131 $246
- ------------------------------------------------------------------------------------------------------------------
Dreyfus VIF - Money Market $70 $94 $120 $222
- ------------------------------------------------------------------------------------------------------------------
Fidelity VIP Contrafund $71 $97 $125 $233
- ------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income $70 $94 $120 $222
- ------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth $71 $97 $125 $233
- ------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income $72 $98 $127 $236
- ------------------------------------------------------------------------------------------------------------------
Franklin Small Cap $75 $107 $142 $268
- ------------------------------------------------------------------------------------------------------------------
Mutual Shares Securities $75 $108 $144 $271
- ------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets $75 $108 $144 $271
- ------------------------------------------------------------------------------------------------------------------
Templeton Foreign Securities $76 $112 $150 $282
- ------------------------------------------------------------------------------------------------------------------
Templeton Growthl Securitie $76 $110 $147 $277
- ------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Capital Growth $82 $128 $177 $335
- ------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT CORE/SM/ Small Cap Equity $77 $114 $153 $289
- ------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT CORE/SM/ U.S. Equity $73 $101 $133 $248
- ------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT International Equity $85 $139 $195 $369
- ------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth $73 $103 $135 $253
- ------------------------------------------------------------------------------------------------------------------
MFS Investors Trust $74 $104 $137 $256
- ------------------------------------------------------------------------------------------------------------------
MFS New Discovery $75 $109 $145 $273
- ------------------------------------------------------------------------------------------------------------------
MFS Research $74 $104 $137 $256
- ------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth/VA $71 $97 $125 $233
- ------------------------------------------------------------------------------------------------------------------
Oppenheimer Capital AppreciationVA $71 $97 $125 $233
- ------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities/VA $64 $76 $89 $158
- ------------------------------------------------------------------------------------------------------------------
Oppenheimer Main Street Growth & Income/VA $72 $99 $128 $238
- ------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond/VA $73 $101 $131 $245
- ------------------------------------------------------------------------------------------------------------------
Van Kampen UIF Core Plus Fixed Income $72 $98 $127 $236
- ------------------------------------------------------------------------------------------------------------------
Van Kampen UIF Equity Growth $74 $104 $137 $257
- ------------------------------------------------------------------------------------------------------------------
Van Kampen UIF Global Equity $74 $105 $138 $259
- ------------------------------------------------------------------------------------------------------------------
Van Kampen UIF Mid Cap Value $78 $110 $156 $277
- ------------------------------------------------------------------------------------------------------------------
Van Kampen UIF Value $78 $116 $156 $295
- ------------------------------------------------------------------------------------------------------------------

Variable Sub-Account 1 Year 3 Years 5 Years 10 Years
- ----------------------------------------------------------------------------------------------------------------

AIM V.I. Balanced $25 $77 $131 $279
- ----------------------------------------------------------------------------------------------------------------
AIM V.I. Core Equity $22 $67 $116 $248
- ----------------------------------------------------------------------------------------------------------------
AIM V.I. Diversified Income $23 $71 $121 $259
- ----------------------------------------------------------------------------------------------------------------
AIM V.I. Government Securities $25 $75 $129 $275
- ----------------------------------------------------------------------------------------------------------------
AIM V.I. Growth $22 $69 $119 $254
- ----------------------------------------------------------------------------------------------------------------
AIM V.I. International Growth $24 $75 $127 $272
- ----------------------------------------------------------------------------------------------------------------
AIM V.I. Premier Equity $22 $68 $117 $251
- ----------------------------------------------------------------------------------------------------------------
The Dreyfus Socially Responsible Growth, Inc. $21 $66 $113 $244
- ----------------------------------------------------------------------------------------------------------------
Dreyfus Stock Index $16 $50 $86 $187
- ----------------------------------------------------------------------------------------------------------------
Dreyfus VIF - Growth & Income $22 $67 $114 $246
- ----------------------------------------------------------------------------------------------------------------
Dreyfus VIF - Money Market $19 $60 $103 $222
- ----------------------------------------------------------------------------------------------------------------
Fidelity VIP Contrafund $20 $63 $108 $233
- ----------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income $19 $60 $103 $222
- ----------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth $20 $63 $108 $233
- ----------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income $24 $64 $110 $236
- ----------------------------------------------------------------------------------------------------------------
Franklin Small Cap $24 $73 $125 $268
- ----------------------------------------------------------------------------------------------------------------
Mutual Shares Securities $24 $74 $127 $271
- ----------------------------------------------------------------------------------------------------------------
Templeton Developing Markets $25 $74 $127 $271
- ----------------------------------------------------------------------------------------------------------------
Templeton Foreign Securities $25 $78 $133 $282
- ----------------------------------------------------------------------------------------------------------------
Templeton Growthl Securitie $25 $76 $130 $277
- ----------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Capital Growth $31 $94 $160 $335
- ----------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT CORE/SM/ Small Cap Equity $26 $80 $136 $289
- ----------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT CORE/SM/ U.S. Equity $22 $67 $116 $248
- ----------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT International Equity $34 $105 $178 $369
- ----------------------------------------------------------------------------------------------------------------
MFS Emerging Growth $22 $69 $118 $253
- ----------------------------------------------------------------------------------------------------------------
MFS Investors Trust $23 $70 $120 $256
- ----------------------------------------------------------------------------------------------------------------
MFS New Discovery $24 $75 $128 $273
- ----------------------------------------------------------------------------------------------------------------
MFS Research $23 $70 $120 $256
- ----------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth/VA $20 $63 $108 $233
- ----------------------------------------------------------------------------------------------------------------
Oppenheimer Capital AppreciationVA $20 $63 $108 $233
- ----------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities/VA $13 $42 $72 $158
- ----------------------------------------------------------------------------------------------------------------
Oppenheimer Main Street Growth & Income/VA $21 $65 $111 $238
- ----------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond/VA $22 $67 $114 $245
- ----------------------------------------------------------------------------------------------------------------
Van Kampen UIF Core Plus Fixed Income $21 $64 $110 $236
- ----------------------------------------------------------------------------------------------------------------
Van Kampen UIF Equity Growth $23 $70 $120 $257
- ----------------------------------------------------------------------------------------------------------------
Van Kampen UIF Global Equity $23 $71 $121 $259
- ----------------------------------------------------------------------------------------------------------------
Van Kampen UIF Mid Cap Value $25 $76 $130 $277
- ----------------------------------------------------------------------------------------------------------------
Van Kampen UIF Value $27 $82 $139 $295
- ----------------------------------------------------------------------------------------------------------------

PLEASE REMEMBER THAT YOU ARE LOOKING AT EXAMPLES AND NOT A REPRESENTATION OF
PAST OR FUTURE EXPENSES. THE EXAMPLES ASSUME THAT ANY PORTFOLIO EXPENSE WAIVERS
OR REIMBURSEMENT ARRANGEMENTS DESCRIBED IN THE FOOTNOTES ON PAGE 8-9 ARE IN
EFFECT FOR THE TIME PERIODS PRESENTED ABOVE. YOUR ACTUAL EXPENSES MAY BE LESSER
OR GREATER THAN THOSE SHOWN ABOVE. SIMILARLY, YOUR RATE OF RETURN MAY BE LESSER
OR GREATER THAN 5%, WHICH IS NOT GUARANTEED. TO REFLECT THE CONTRACT MAINTENANCE
CHARGE IN THE EXAMPLES, WE ESTIMATED AN EQUIVALENT PERCENTAGE CHARGE, BASED ON
AN ASSUMED AVERAGE CONTRACT SIZE OF $45,000.

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

No Accumulation Unit Values are reported because as of the date of this
prospectus, no sales of the Contract had occurred.

To obtain more information on each Variable Sub-Account's finances, please refer
to the Variable Account's financial statements contained in the Statement of
Additional Information. The financial statements of ALLSTATE NEW YORK also
appear in the Statement of Additional Information. The Variable Account
Financial Statements do not reflect any assets attributed to the Contracts
offered by this prospectus because no sales of the Contract have occurred as of
the date of this prospectus.

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

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

... the investment alternatives during the Accumulation and Payout Phases,

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

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

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

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

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

... 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.

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. The
maximum age of the oldest Annuitant cannot exceed 85 as of the date we receive
the completed application. If the Contract Owner is a natural person you may
change the Annuitant prior to the Payout Start Date. In our discretion, we may
permit you to designate a joint Annuitant, who is a second person on whose life
income payments depend, on the Payout Start Date.

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

... the youngest Contract Owner, if living, otherwise

... the youngest Beneficiary.

BENEFICIARY
The Beneficiary is the person who may elect to receive the death benefit or
become the new Contract Owner subject to the Death of Owner provision if the
sole surviving Contract Owner dies before the Payout Start Date. See "Death
Benefits" on pages __- __. If the sole surviving Contract Owner dies after the
Payout Start Date, the Beneficiary will receive any guaranteed income payments
scheduled to continue.

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:

... your spouse or, if he or she is no longer alive,

... your surviving children equally, or if you have no surviving children,

... your estate.

ASSIGNMENT
You may not assign any interest in a Contract as collateral or security for a
loan. However, you may assign periodic income payments under the Contract prior
to the Payout Start Date. No Beneficiary may assign benefits under the Contract
until they are due. We will not be bound by any assignment until the assignor
signs it and files it with us. We are not responsible for the validity of any
assignment.

Federal law prohibits or restricts the assignment of benefits under many types
of retirement plans and the terms of such plans may themselves contain
restrictions on assignments. An assignment may also result in taxes and tax
penalties. YOU SHOULD CONSULT WITH YOUR ATTORNEY BEFORE TRYING TO ASSIGN YOUR
CONTRACT.

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

MINIMUM PURCHASE PAYMENTS
Your initial purchase payment must be at least $3,000 ($2,000 for a Qualified
Contract). All subsequent purchase payments must be $100 ($500 for allocations
to the Fixed Account) or more. You may make purchase payments at any time prior
to the Payout Start Date. We reserve the right to limit the maximum amount of
purchase payments, or reduce the minimum purchase payment we will accept. We
reserve the right to reject any application.

We will credit the initial purchase payment that accompanies your completed
application to your Contract within 2 business days after we receive the payment
at our service center. If your application is incomplete, we will ask you to
complete your application within 5 business days. If you do so, we will credit
your initial purchase payment to your Contract within that 5 business day
period. If you do not, we will return your purchase payment at the end of the 5
business day period unless you expressly allow us to hold it until you complete
the application. We will credit subsequent purchase payments to the Contract at
the close of the business day on which we receive the purchase payment at our
service center located in Vernon Hills, Illinois (mailing address: 300 N.
Milwaukee Ave., Vernon Hills, IL 60061.

RIGHT TO CANCEL
You may cancel the Contract by returning it to us within the Cancellation
Period, which is the 10 day period after

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

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

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

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

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

INVESTMENT ALTERNATIVES: THE VARIABLE SUB-ACCOUNTS
- --------------------------------------------------------------------------------

You may allocate your purchase payments to up to 39 Variable Sub-Accounts. Each
Variable Sub-Account invests in the shares of a corresponding Portfolio. Each
Portfolio has its own investment objective(s) and policies. We briefly describe
the Portfolios below.

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

PORTFOLIO: EACH PORTFOLIO SEEKS:
- -------------------------------------------------------------------------------

AIM VARIABLE INSURANCE FUNDS
- -------------------------------------------------------------------------------
AIM V.I. Balanced Achieve as high a total
Fund* return as possible,
consistent with preservation
of capital.
- -------------------------------------------------------
AIM V.I. Core Equity Growth of capital with a
Fund*** secondary objective of
current income
- -------------------------------------------------------AIM ADVISORS, INC.
AIM V.I. Diversified A high level of current
Income Fund* income
- -------------------------------------------------------
AIM V.I. Government A high level of current
Securities Fund* income consistent with a
reasonable concern for safety
of principal
- -------------------------------------------------------
AIM V.I. Growth Fund* Growth of capital
- -------------------------------------------------------
AIM V.I. International Long-term growth of capital ------------------------
Growth Fund****
- -------------------------------------------------------
AIM V.I. Premier Long-term growth of capital.
Equity Fund***** Income is a secondary
objective.
- -------------------------------------------------------
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.; THE DREYFUS STOCK INDEX
FUND; AND THE DREYFUS VARIABLE INVESTMENT FUND (VIF) (COLLECTIVELY, THE
DREYFUS FUNDS)
- -------------------------------------------------------------------------------
The Dreyfus Socially Capital growth and,
Responsible Growth secondarily, current income
Fund, Inc.
- -------------------------------------------------------
Dreyfus Stock Index To match the total return
Fund Stock Price Index of the
Standard & Poor's(C) 500
Composite THE DREYFUS CORPORATION
- -------------------------------------------------------
Dreyfus VIF Growth & Long-term capital growth,
Income Portfolio income current and growth of
income, consistent with
reasonable investment risk
- -------------------------------------------------------
Dreyfus VIF Money A high level of current
Market Portfolio income as is consistent with
the preservation of capital ------------------------
and the maintenance of
liquidity
- -------------------------------------------------------
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
- -------------------------------------------------------------------------------
Fidelity VIP Reasonable income
Equity-Income
Portfolio
- -------------------------------------------------------FIDELITY MANAGEMENT &
Fidelity VIP Growth Capital appreciation RESEARCH COMPANY
Portfolio
- -------------------------------------------------------
Fidelity VIP High High level of current income
Income Portfolio while also considering growth
of capital
- -------------------------------------------------------------------------------
Fidelity VIP Portfolio Long-term capital
Contrafund(R) appreciation
- -------------------------------------------------------
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST (VIP) -- CLASS 2
- -------------------------------------------------------------------------------
Franklin Small Cap Long-term capital growth FRANKLIN ADVISERS, INC.
Fund
- -------------------------------------------------------------------------------
Mutual Shares Capital appreciation. FRANKLIN MUTUAL
Securities Fund Secondary goal is income. ADVISORS, LLC.
- -------------------------------------------------------------------------------
Templeton Developing Long-term capital TEMPLETON ASSET
Markets Securities Appreciation MANAGEMENT LTD.
Fund
- -------------------------------------------------------------------------------
Templeton Growth Long-term capital growth TEMPLETON GLOBAL
Securities Fund ADVISORS LIMITED
- -------------------------------------------------------------------------------
Templeton Long-term capital growth TEMPLETON INVESTMENT
International COUNSEL, LLC.
Securities Fund
- -------------------------------------------------------------------------------
GOLDMAN SACHS VARIABLE INSURANCE TRUST (VIT)
- -------------------------------------------------------------------------------
Goldman Sachs VIT Long-term growth of capital
Capital Growth Fund
- -------------------------------------------------------GOLDMAN SACHS ASSET
Goldman Sachs VIT Long-term growth of capital MANAGEMENT
Core/SM/Small Cap
Equity Fund
- -------------------------------------------------------
Goldman Sachs VIT Long-term growth of capital
Core/SM/U.S. Equity and dividend income ------------------------
Fund
- -------------------------------------------------------
Goldman Sachs VIT Long-term capital GOLDMAN SACHS ASSET
International Equity appreciation MANAGEMENT INTERNATIONAL
Fund
- -------------------------------------------------------------------------------
MFS(R) VARIABLE INSURANCE TRUST/SM/
- -------------------------------------------------------------------------------
MFS Emerging Growth Long-term growth of capital
Series
- -------------------------------------------------------
MFS Investors Trust Long-term growth of capital MFS INVESTMENT
Series** with a secondary objective to MANAGEMENT(R)
seek reasonable current
income
- -------------------------------------------------------
MFS New Discovery Capital appreciation
Series
- -------------------------------------------------------------------------------
MFS Research Series Long-term growth of capital
and future income
- -------------------------------------------------------
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
- -------------------------------------------------------------------------------
Van Kampen UIF Equity Long-term capital
Growth****** appreciation
- -------------------------------------------------------
Van Kampen UIF Core Above-average total return MORGAN STANLEY ASSET
Plus Fixed over a market cycle of three MANAGEMENT
Income****** to five years
- -------------------------------------------------------
Van Kampen UIF Global Long-term capital
Equity****** appreciation
- -------------------------------------------------------
Van Kampen UIF Mid Cap Above-average total return ------------------------
Value****** over a market cycle of three
to five years
- -------------------------------------------------------
Van Kampen UIF Above-average total return MILLER ANDERSON &
Value****** over a market cycle of three SHERRERD, LLP
to five years
- -------------------------------------------------------------------------------
OPPENHEIMER VARIABLE ACCOUNT FUNDS
- -------------------------------------------------------------------------------
Oppenheimer Aggressive Capital appreciation
Growth Fund/VA
- -------------------------------------------------------
Oppenheimer Capital Capital appreciation
Appreciation Fund/VA
- -------------------------------------------------------OPPENHEIMER FUNDS, INC.
Oppenheimer Global Long-term capital
Securities Fund/VA appreciation
- -------------------------------------------------------
Oppenheimer Main High total return, which
Street Growth & Income includes growth in the value
Fund/VA of its shares as well as
current income, from equity
and debt securities ------------------------
- -------------------------------------------------------
Oppenheimer Strategic High level of current income
Bond Fund/VA
- -------------------------------------------------------

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

** Effective May 1, 2001, the MFS Growth with Income Series changed its name to
MFS Investors Trust Series, and changed its investment policies.

*** Effective May 1, 2002, the Portfolio changed its name from AIM V.I. Growth
and Income Fund to AIM V.I. Core Equity Fund. We have made a corresponding
change in the name of the Variable Sub-Account that invests in that Portfolio.

**** Effective May 1, 2002, the Portfolio changed its name from AIM V.I.
International Equity Fund to AIM V.I. International Growth Fund. We have made a
corresponding change in the name of the Variable Sub-Account that invests in
that Portfolio.

***** Effective May 1, 2002, the Portfolio changed its name from AIM V.I. Value
Fund to AIM V.I. Premier Equity Fund. We have made a corresponding change in the
name of the Variable Sub-Account that invests in that Portfolio.

******Effective May 1, 2002, the Portfolio changed its name from Morgan Stanley
to Van Kampen. We have made a corresponding change in the name of the Variable
Sub-Account that invests in that Portfolio.

AMOUNTS YOU ALLOCATE TO VARIABLE SUB-ACCOUNTS MAY GROW IN VALUE, DECLINE IN
VALUE, OR GROW LESS THAN YOU EXPECT, DEPENDING ON THE INVESTMENT PERFORMANCE OF
THE PORTFOLIOS IN WHICH THOSE VARIABLE SUB-ACCOUNTS INVEST. YOU BEAR THE
INVESTMENT RISK THAT THE PORTFOLIOS MIGHT NOT MEET THEIR INVESTMENT OBJECTIVES.
SHARES OF THE PORTFOLIOS ARE NOT DEPOSITS, OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY ANY BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.

FLOW, AND TAX MATTERS. ACCORDINGLY, THE HOLDINGS ARE RESULT OF VARIABLE
INSURANCE PORTFOLIO CAN BE EXPECTED TO BE HIGHER AS LEVELS THAN THE INVESTMENT
RESULTS OF A SIMILARLY NAMED RETAIL MUTUAL FUND.

INVESTMENT ALTERNATIVES: THE FIXED ACCOUNT OPTIONS
- --------------------------------------------------------------------------------

You may allocate all or a portion of your purchase payments to the Fixed Account
Options. We will credit a minimum annual interest rate of 3% to money you
allocate to any of the Fixed Account Options. Please consult with your
representative for current information. The Fixed Account consists of our
general account assets other than those in segregated asset accounts. We have
sole discretion to invest the assets of the Fixed Account, subject to applicable
law. Any money you allocate to the Fixed Account Option does not entitle you to
share in the investment experience of the Fixed Account.

DOLLAR COST AVERAGING FIXED ACCOUNT OPTIONS
SIX MONTH DOLLAR COST AVERAGING FIXED ACCOUNT OPTION. Under this Option, you
may establish a Dollar Cost Averaging Program by allocating purchase payments to
The Six Month Dollar Cost Averaging Fixed Account Option ("Six Month DCA Fixed
Account Option"). We will credit interest to purchase payments you allocate to
this Option for six months at the current rate in effect at the time of
allocation. We will credit interest daily at a rate that will compound at the
annual interest rate we guaranteed at the time of allocation.

We will follow your instructions in transferring amounts monthly from the Six
Month DCA Fixed Account Option. You must transfer all of your money out of the
Six Month DCA Fixed Account Option to the Variable Sub-Accounts in six equal
monthly installments. If you discontinue the Six Month Dollar Cost Averaging
Option before the end of the transfer period, we will transfer the remaining
balance in this Option to the Dreyfus VIF Money Market Variable Sub-Account
unless you request a different investment alternative. No transfers are
permitted into the Six Month DCA Fixed Account.

For each purchase payment allocated to this Option, your first monthly transfer
will occur at the end of the first month following such purchase payment. If we
do not receive an allocation from you within one month of the date of payment,
we will transfer the payment plus associated interest to the Dreyfus VIF Money
Market Variable Sub-Account in equal monthly installments. Transfering Account
Value to the Money Market Variable Sub-Account in this manner may not be
consistent with the theory of Dollar Cost Averaging described on page __.

We will follow your instructions in transferring amounts monthly from the Twelve
Month DCA Fixed Account Option. You must transfer all of your money out of the
Twelve Month DCA Fixed Account Option to the Variable Sub-Accounts in twelve
equal monthly installments. If you discontinue the Twelve Month Dollar Cost
Averaging Option before the end of the transfer period, we will transfer the
remaining balance in this Option to the Dreyfus VIF Money Market Variable
Sub-Account unless you request a different investment alternative. No transfers
are permitted into the Twelve Month DCA Fixed Account.

For each purchase payment allocated to this Option, your first monthly transfer
will occur at the end of the first month following such purchase payment. If we
do not receive an allocation from you within one month of the date of payment,
we will transfer the payment plus associated interest to the Dreyfus VIF Money
Market Variable Sub-Account in equal monthly installments. Transferring Account
Value to the Money Market Variable Sub-Account in this manner may not be
consistent with the theory of dollar cost averaging described on page __.

Transfers out of the Dollar Cost Averaging Fixed Account Options 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 Six Month DCA Fixed Account Option and the Twelve

Month DCA Fixed Account Option. For current interest rate information, please
contact your representative or our customer support unit at 1-800-692-4682.

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

HOW WE CREDIT INTEREST. We will credit interest daily to each amount allocated
to a Guarantee Period at a rate that compounds to the effective annual interest
rate that we declared at the beginning of the applicable Guarantee Period.

The following example illustrates how a purchase payment allocated to the Fixed
Account would grow, given an assumed Guarantee Period and effective annual
interest rate:

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

END OF CONTRACT YEAR

YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
-------------- ------------- -------------- ------------- ----------------

Beginning Contract $ 10,000.00
Value................
X (1 + Annual
Interest Rate) x 1.045
--------------
$ 10,450.00
Contract Value at end $ 10,450.00
of Contract Year.....
X (1 + Annual
Interest x 1.045
-------------
$ 10,920.25
Contract Value at end $ 10,920.25
of Contract Year.....
X (1 + Annual
Interest Rate) 1.045
--------------
$ 11,411.66
Contract Value at end $ 11,411.66
of Contract Year.....
X (1 + Annual
Interest Rate) x 1.045
-------------
$ 11,925.19
Contract Value at end $ 11,925.19
of Contract Year.....
X (1 + Annual
Interest Rate) 1.045
---------------
$ 12,461.82

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 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. Withdrawals of earnings are taxed as ordinary
income and, if taken prior to age 59 1/2, may be subject to an additional 10%
federal tax penalty. 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.

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

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

... within the Preferred Withdrawal Amount as described on page ___, or

... 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.

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.

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.

INVESTMENT ALTERNATIVES: TRANSFERS
- --------------------------------------------------------------------------------

We reserve the right to waive any transfer fees and 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.

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

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

EXCESSIVE TRADING LIMITS
We reserve the right to limit transfers among the Variable Sub-Accounts in any
Contract year, or to refuse any Variable Sub-Account transfer request, if:

We may apply the restrictions in any manner reasonably designed to prevent
transfers that we consider disadvantageous to other Contract Owners.

DOLLAR COST AVERAGING PROGRAM

Through the Dollar Cost Averaging Program, you may automatically transfer a set
amount every month during the Accumulation Phase from any Variable Sub-Account,
or the the Six Month DCA Fixed Account, or the Twelve Month DCA Fixed Account
Option, to any other Variable Sub-Account. You may not use dollar cost averaging
to transfer amounts to the Fixed Account.

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.

Example:

You may not use the Dollar Cost Averaging and Automatic Portfolio Rebalancing
programs at the same time.

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

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

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:

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

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

MORTALITY AND EXPENSE RISK CHARGE
We deduct a mortality and expense risk charge daily at an

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

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

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

We determine the withdrawal charge by:

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

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

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

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

... 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);

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

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

... withdrawals made after all purchase payments have been withdrawn.

OTHER EXPENSES
Each Portfolio deducts advisory fees and other expenses from its assets. You
indirectly bear the charges and expenses of the Portfolios whose shares are held
by the

Variable Sub-Accounts. These fees and expenses are described in the accompanying
prospectuses for the Portfolios. For a summary of these charges and expenses,
see pages 8-9. We may receive compensation from the investment advisers or
administrators of the Portfolios for administrative services we provide to the
Portfolios.

ACCESS TO YOUR MONEY
- --------------------------------------------------------------------------------

Withdrawals of earnings are taxed as ordinary income and, if taken prior to age
59 1/2, may be subject to an additional 10% federal tax penalty.

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

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

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

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

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

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

3. The SEC permits delay for your protection.

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

Depending on fluctuations in the net asset value of the Variable Sub-Accounts
and the value of the Fixed Account, systematic withdrawals may reduce or even
exhaust the Contract Value. Withdrawals of earnings are taxed as ordinary income
and, if taken prior to age 59 1/2, may be subject to an additional 10% federal
tax penalty. Please consult your tax advisor before taking any withdrawal.

MINIMUM CONTRACT VALUE
If your request for a partial withdrawal would reduce the amount in any
Guarantee Period to less than $500, we will treat it as a request to withdraw
the entire amount invested in such Guarantee Period. If your request for a
partial withdrawal would reduce your Contract Value to less than $1,000, we may
treat it as a request to withdraw your entire Contract Value. Your Contract
will terminate if you withdraw all of your Contract Value. We will, however,
ask you to confirm your withdrawal request before terminating your Contract.
Before terminating any Contract whose value has been reduced by withdrawals to
less than $1,000, we will inform you in writing of our intention to terminate
your Contract and give you ast least 30 days in which to make an additional
purchase payment to restore your Contract's value to the contractual minimum of
$1,000. If we terminate your Contract, we will distribute to you its Contract
Value, adjusted by any applicable Market Value Adjustment, less withdrawal and
other charges and applicable taxes.

INCOME PAYMENTS
- --------------------------------------------------------------------------------

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 if you have designated only one Annuitant or
Income Plan 2 with guaranteed payments for 10 years if you have desginated joint
Annuitants. 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:

... fixed income payments;

... variable income payments; or

... a combination of the two.

The three Income Plans are:

INCOME PLAN 3 - GUARANTEED PAYMENTS FOR A SPECIFIED PERIOD (5 YEARS TO 30
YEARS). Under this plan, we make periodic income payments for the period you
have chosen. These payments do not depend on the Annuitant's life. Income
payments for less than 120 months may be subject to a withdrawal charge. We will
deduct the mortality and expense risk charge from the Variable Sub-Account
assets that support variable income payments even though we may not bear any
mortality risk.

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

You must apply at least the Contract Value in the Fixed Account on the Payout
Start Date to fixed income payments. If you wish to apply any portion of your
Fixed

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

... 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

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

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

Please refer to the Statement of Additional Information for more detailed
information as to how we determine variable income payments.

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

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

2. deducting any applicable premium tax; and

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

DEATH BENEFITS
- --------------------------------------------------------------------------------

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

1. any Contract owner dies or,

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

We will pay the death benefit to the new Contract Owner who is determined
immediately after the death. The new Contract Owner would be a surviving
Contract Owner or, if none, the Beneficiary(ies).

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

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

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

3. the Contract Value on the DEATH BENEFIT

ANNIVERSARY immediately preceding the date we determine the death benefit,
adjusted by any purchase payments, withdrawal adjustment as defined below, and
charges made since that Death Benefit Anniversary. A "Death Benefit Anniversary"
is every seventh Contract Anniversary beginning with the Issue Date. For
example, the Issue Date, 7th and 14th Contract Anniversaries are the first three
Death Benefit Anniversaries, or

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

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

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

A positive Market Value Adjustment will apply to amounts currently invested in a
Guarantee Period that are paid out as death benefits.

The value of the death benefit will be determined at the end of the Valuation
Date on which we receive a complete request for payment of the death benefit,
which includes Due Proof of Death.

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

(a) = the withdrawal amount,

(b) = the Contract Value immediately prior to the withdrawal, and

See Appendix C for an example representative of how the withdrawal adjustment
applies.

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

... a certified copy of a death certificate; or

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

... any other proof acceptable to us.

DEATH BENEFIT PAYMENTS
A death benefit will be paid:

1. if the new 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.

... the life of the Contract Owner; or

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

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

If the Contract is continued in the Accumulation Phase, the surviving spouse may
make a single withdrawal of any amount within one year of the date of death
without incurring a withdrawal charge. However, any applicable Market Value
Adjustment, determined as of the date of the withdrawal, will apply. Withdrawals
of earnings are taxed as ordinary income and, if taken prior to age 59 1/2, may
be subject to an additional 10% federal tax penalty.

MORE INFORMATION
- --------------------------------------------------------------------------------

ALLSTATE NEW YORK
Allstate New York is the issuer of the Contract. Allstate New York is a stock
life insurance company organized under the laws of the State of New York.

Allstate New York was incorporated in 1967 and was known as "Financial Life
Insurance Company" from 1967 to 1978. From 1978 to 1984, Allstate New York was
known as "PM Life Insurance Company." Since 1984 the company has been known as
"Allstate Life Insurance

Company of New York."

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

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

Independent rating agencies regularly evaluate life insurers' claims-paying
ability, quality of investments, and overall stability. A.M. Best Company
assigns an A+ (Superior) financial strength rating to Allstate Life, which
results in A+g rating to Allstate New York due to its group affiliation with
Allstate Life. Standard & Poor's Insurance Rating Service assigns an AA+ (Very
Strong) financial strength rating and Moody's Investors Service assigns an Aa2
(Excellent) financial strength rating to Allstate New

York, sharing the same ratings of its parents, Allstate Life. These ratings do
not reflect the performance of the Variable Account.We may from time to time
advertise these ratings in our sales literature.

Our obligations arising under the Contracts are general corporate obligations of
Allstate New York.

The Variable Account consists of multiple Variable Sub-Accounts, 39 of which are
available through the Contracts. Each Variable Sub-Account invests in a
corresponding Portfolio. We may add new Variable Sub-Accounts or eliminate one
or more of them, if we believe marketing, tax, or investment conditions so
warrant. We do not guarantee the investment performance of the Variable Account,
its Sub-Accounts or the Portfolios. We may use the Variable Account to fund our
other annuity contracts. We will account separately for each type of annuity
contract funded by the Variable Account.

The Contracts described in this prospectus are sold by registered
representatives of broker-dealers who are our licensed insurance agents, either
individually or through an incorporated insurance agency. Commission paid to
broker-dealers may vary, but we estimate that the total commissions paid on all
Contract sales to broker-dealers will not exceed 6.25% of any purchase payments.
These commissions are intended to cover distribution expenses. From time to
time, we may offer additional sales incentives of up to 1% of purchase payments
to broker-dealers who maintain certain sales volume levels.

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:

... issuance of the Contracts;

... maintenance of Contract Owner records;

... Contract Owner services;

... calculation of unit values;

... maintenance of the Variable Account; and

... 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.

CONFLICTS OF INTEREST. Certain of the Portfolios sell their shares to Variable
Accounts underlying both variable life insurance and variable annuity contracts.

LEGAL MATTERS

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