AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON April 16, 2003
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FILE NO. 333-102319

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ALLSTATE LIFE INSURANCE COMPANY
(Exact Name of Registrant)

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

3100 SANDERS ROAD, NORTHBROOK, ILLINOIS 60062
847-402-2400

(Address and Phone Number of Principal Executive Office)

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

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

COPIES TO:

BRUCE A. TEICHNER, ESQ. DANIEL J. FITZPATRICK, ESQ.
ALLSTATE LIFE INSURANCE COMPANY MORGAN STANLEY DW INC.
3100 SANDERS ROAD, SUITE J5B 1585 BROADWAY
NORTHBROOK, ILLINOIS 60062 NEW YORK, NEW YORK 10036

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

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

THE SCHEDULED ANNUITY MANAGER

ALLSTATE LIFE INSURANCE COMPANY
300 N. MILWAUKEE AVENUE
VERNON HILLS, IL 60061
TELEPHONE NUMBER: 1-800-654-2397 PROSPECTUS DATED MAY 1, 2003
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Allstate Life Insurance Company ("ALLSTATE LIFE") is offering The Scheduled
Annuity Manager, a group and individual flexible premium deferred annuity
contract ("CONTRACT"). This prospectus contains information about the Contract
that you should know before investing. Please keep it for future reference.

The Contracts are available exclusively through Morgan Stanley DW Inc., the
principal underwriter for the Contracts.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
IMPORTANT PASSED ON THE ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS.
NOTICES ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A FEDERAL CRIME.

INVESTMENT IN THE CONTRACTS INVOLVES INVESTMENT RISKS,
INCLUDING POSSIBLE LOSS OF PRINCIPAL.

1 PROSPECTUS

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 5
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CONTRACT FEATURES
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The Contract 6
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Purchases and Contract Value 7
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Guarantee Periods 7
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Expenses 9
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Access To Your Money 9
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Income Payments 10
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PAGE
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Death Benefit 11
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OTHER INFORMATION
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More Information About:
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Allstate Life 12
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The Contract 13
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Qualified Plans 13
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Legal Matters 13
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Taxes 14
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Experts 19
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Annual Reports and Other Documents 19
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APPENDIX A -- MARKET VALUE ADJUSTMENT 20
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2 PROSPECTUS

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

PAGE

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Accumulation Phase 5
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Allstate Life ("We") 12
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Annuitant 6
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Automatic Additions Program 7
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Beneficiary 6
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Cancellation Period 7
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Cash Surrender Value 11
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Contract* 6
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Contract Owner ("You") 6
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Contract Value 4
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Due Proof of Death 11
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PAGE

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Guarantee Periods 7
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Income Plan 10
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Issue Date 5
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Market Value Adjustment 8
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Payout Phase 5
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Payout Start Date 10
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Preferred Withdrawal Amount 9
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Qualified Contracts 16
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SEC 19
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Systematic Withdrawal Program 10
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*In certain states, the Contract is only available as a group Contract. In
these states, we will issue you a certificate that represents your ownership
and summarizes the provisions of the group Contract. References to "Contract"
in this prospectus include certificates, unless the context requires
otherwise.

3 PROSPECTUS

THE CONTRACT AT A GLANCE
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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 $1,000
($2,000 for a Qualified Contract) (we may increase the
minimum to $4,000 in the future, other than 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 $1,000. You must maintain a minimum account size
of $1,000.
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RIGHT TO CANCEL You may cancel your Contract within 20 days of receipt
or any longer period your state may require
("CANCELLATION PERIOD") and receive a full refund of
your purchase payments.
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EXPENSES You will bear the following expenses:

. withdrawal charge of 6% on amounts withdrawn (with
exceptions);

. state premium tax (if your state imposes one).
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GUARANTEED INTEREST The Contract offers fixed interest rates that we
guarantee for specified periods we call "GUARANTEE
PERIODS." To find out what the current rates are on the
Guarantee Periods, please call us at 1-800-654-2397.
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SPECIAL SERVICES For your convenience, we offer these special services:

. AUTOMATIC ADDITIONS PROGRAM;

. SYSTEMATIC WITHDRAWAL PROGRAM.
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INCOME PAYMENTS The Contract offers three income payment plans:

. life income with or without guaranteed payments (5 to
30 years);

. a joint and survivor life income with or without
guaranteed payments (5 to 30 years); or

. guaranteed payments for a specified period (5 to 30
years).
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DEATH BENEFITS If you or the ANNUITANT dies before the PAYOUT START
DATE, we will pay benefits as described in the
Contract.
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WITHDRAWALS You may withdraw some or all of your Contract value
("CONTRACT VALUE") at any time prior to the Payout
Start Date. If you withdraw Contract Value from a
Guarantee Period before its maturity, a withdrawal
charge, Market Value Adjustment, and taxes may apply.
Withdrawals taken prior to annuitization (referred to
in this prospectus as the Payout Phase) are generally
considered to come from the earnings in the Contract
first. If the Contract is tax-qualified, generally all
withdrawals are treated as distributions of earnings.
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.
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4 PROSPECTUS

HOW THE CONTRACT WORKS
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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 the Contract 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 our Fixed Account for one or more Guarantee Periods. During
each Guarantee Period, your money will earn a fixed rate of interest that we
declare periodically.

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 10. 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 income payment provided by the Income Plan you
select. During the Payout Phase, we guarantee the amount of your payments, which
will remain fixed. 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
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You buy You save for retirement You elect to receive You can receive 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 there is none, to
your Beneficiary. See "Death Benefits."

Please call us at 1-800-654-2397 if you have any question about how the Contract
works.

5 PROSPECTUS

THE CONTRACT
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CONTRACT OWNER
The Scheduled Annuity Manager is a contract between you, the Contract Owner, and
Allstate Life, 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 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 and Annuitant cannot exceed
age 90 as of the date we receive the signed 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
Plans" on page 13.

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). The Contract requires that there be an Annuitant at all times
during the Accumulation Phase and on the Payout Start Date. The Annuitant must
be a natural person. The maximum age of the oldest Annuitant cannot exceed age
90 as of the date we receive the signed application.

You initially designate an Annuitant in your application. If the Contract owner
is a natural person, you may change the Annuitant at any time prior to the
Payout Start Date. Once we receive your change request, any change will be
effective at the time you sign the written notice. We are not liable for any
payment we make or other action we take before receiving any written request
from you. You may designate a joint Annuitant, who is a second person on whose
life income payments depend. If the Annuitant dies prior to the Payout Start
Date, the new Annuitant will be the youngest Contract owner, unless the Contract
owner names a different annuitant.

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. If the sole
surviving Contract Owner dies after the Payout Start Date, the Beneficiaries
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, 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. 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 the Contract Owner is a natural
person, we will determine the Beneficiary from the most recent request of the
Contract Owner.

You may restrict income payments to Beneficiaries by providing us with a written
request. Once we accept the written request, the restriction will take effect as
of the date you signed the request. Any restriction is subject to any payment
made by us or any other action we take before we accept the request.

If the Contract Owner is a grantor trust, then the Beneficiary will be that same
trust. If the Contract Owner is a non-natural person other than a grantor trust,
the Contract Owner is also the Beneficiary, unless a different Beneficiary is
named.

If you did not name a Beneficiary or if the named Beneficiary is no longer
living, the 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, we will divide the death benefit
among your Beneficiaries according to your most recent written instructions. If
you have not

6 PROSPECTUS

given us written instructions, we will pay the death benefit in equal amounts to
the surviving Beneficiaries.

MODIFICATION OF THE CONTRACT
Only an Allstate Life 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
You may assign an interest in your Contract. No Beneficiary may assign benefits
under the Contract until they are due. We will not be bound by any assignment
until you sign it and file 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 assigning your
Contract.

PURCHASES AND CONTRACT VALUE
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MINIMUM PURCHASE PAYMENTS
Your initial purchase payment must be at least $1,000 ($1,000 for a Qualified
Contract). We may increase the minimum purchase payment to $4,000 at our sole
discretion. (The higher minimum would not apply to Qualified Contracts that are
issued under plans that qualify for special federal income tax treatment.) Each
subsequent purchase payment must be at least $1,000. You may make purchase
payments at any time prior to the Payout Start Date. We reserve the right to
limit the maximum amount and number of purchase payments we will accept. We also
reserve the right to reject any application in our sole discretion.

AUTOMATIC ADDITIONS PROGRAM
You may make subsequent purchases payments by automatically transferring money
from your bank account or your Morgan Stanley Active Assets/TM/ Account. Please
call or write us for an enrollment form.

ALLOCATION OF PURCHASE PAYMENTS
For each purchase payment, you must select a Guarantee Period. A Guarantee
Period is a period of years during which you will earn a guaranteed interest
rate on your money. You must allocate at least $1,000 to any one Guarantee
Period at the time you make your purchase payment or select a renewal Guarantee
Period.

We will apply your purchase payment to the Guarantee Period you select within 7
days of the receipt of the payment and required information.

RIGHT TO CANCEL
You may cancel your Contract within the Cancellation Period, which is 20 days
following receipt of your Contract or any longer period your state may require.
You may return it by delivering 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 or any greater amount that your state may require.

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
purchase payments you have invested in the Guarantee Periods, plus earnings
thereon, and less any amounts previously withdrawn.

GUARANTEE PERIODS
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Each payment allocated to a Guarantee Period earns interest at a specified rate
that we guarantee. We are currently offering Guarantee Periods of 1, 5, 7 and 10
years in length. In the future we may offer Guarantee Periods of different
lengths ranging from 1 to 10 years or stop offering some Guarantee Periods.

Amounts allocated to Guarantee Periods become part of our general account, which
supports our insurance and annuity obligations. The general account consists of
our general assets other than those in segregated asset accounts. We have sole
discretion to invest the assets of the general account, subject to applicable
law. Any money you allocate to a Guarantee Period does not entitle you to share
in the investment experience of the general account.

You must allocate at least $1,000 to a Guarantee Period at the time you make a
purchase payment or select a renewal Guarantee Period.

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

7 PROSPECTUS

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, sales commissions 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 Morgan Stanley Financial Advisor or Allstate
Life at 1-800-654-2397.

HOW WE CREDIT INTEREST
We will credit interest to your initial purchase payment from the Issue Date. We
will credit interest to your additional purchase payments from the date we
receive them. We will credit interest daily to each amount allocated to a
Guarantee Period at a rate that compounds to the annual interest rate that we
declared at the beginning of the applicable Guarantee Period.

The following example illustrates how a purchase payment would grow, given an
assumed Guarantee Period and annual interest rate:

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

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

Beginning Contract
Value............... $10,000.00
^ (1 ^ Annual
Interest Rate) 1.045
----------
$10,450.00
Contract Value at end
of Contract Year.... $10,450.00
^ (1 ^ Annual
Interest 1.045
----------
$10,920.25
Contract Value at end
of Contract Year.... $10,920.25
^ (1 ^ Annual
Interest Rate) 1.045
----------
$11,411.66
Contract Value at end
of Contract Year..... $11,411.66
^ (1 ^ Annual
Interest Rate) 1.045
----------
$11,925.19
Contract Value at end
of Contract Year..... $11,925.19
^ (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 partial withdrawal, you may be required to pay a
withdrawal charge. In addition, the amount withdrawn may be increased or
decreased by a Market Value Adjustment that reflects changes in interest rates
since the time you invested the amount withdrawn. THE HYPOTHETICAL INTEREST RATE
IS FOR ILLUSTRATIVE PURPOSES ONLY AND IS NOT INTENDED TO PREDICT CURRENT OR
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.

RENEWALS. Prior to the end of each Guarantee Period, we will mail you a notice
that lists your renewal and withdrawal options. 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 same length as the expired Guarantee Period. 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 that may
be available. The new Guarantee Period(s) will begin on the day the previous
Guarantee Period ends. The new interest rate will be our then current declared
rate for those Guarantee Periods; or

3) Withdraw all or a portion of your money without incurring a withdrawal charge
or a Market Value Adjustment. In this case, the amount withdrawn will be
deemed to have been renewed at the shortest Guarantee Period then being
offered with current interest credited from the date the Guarantee Period
expired. Amounts not withdrawn will be applied to a new Guarantee Period of
the same length as the previous Guarantee Period. The new Guarantee Period
will begin on the day the previous Guarantee Period ends.

MARKET VALUE ADJUSTMENT. All withdrawals from a Guarantee Period, other than
those taken within the first

8 PROSPECTUS

30 days of a renewal Guarantee Period, are subject to a Market Value Adjustment.
A Market Value Adjustment also applies upon payment of a death benefit under
Contracts and when you apply amounts currently invested in a Guarantee Period to
an Income Plan (other than during the 30-day period described above).

We will not apply the Market Value Adjustment to withdrawals you make:

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

.. within the "PREFERRED WITHDRAWAL AMOUNT," described under "Expenses" below.

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 you remove
it 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. If interest rates increase significantly from the time you make
a purchase payment, the Market Value Adjustment, 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 payments plus interest earned under your Contract.

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

For example, assume that you purchase a Contract and select an initial Guarantee
Period of 5 years and the 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 Treasury Rate for a 2 year period is 4.00%, then the Market Value
Adjustment will be positive, which will result in an increase in the amount
payable to you. Conversely, if the current Treasury Rate for the 2 year period
is 5.00%, 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.

EXPENSES
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As a Contract Owner, you will bear the charges and expenses described below.

WITHDRAWAL CHARGE
We may assess a withdrawal charge equal to 6% of the amounts you withdraw.
However, each year you may withdraw up to 10% of the funds initially allocated
to the Guarantee Period from which you are making the withdrawal without paying
a withdrawal charge. We measure each year from the commencement of the relevant
Guarantee Period. Unused portions of this 10% "Preferred Withdrawal Amount" are
not carried forward to future years or other Guarantee Periods. We will deduct
withdrawal charges, if applicable, from the amount paid unless you instruct
otherwise.

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

.. on the Payout Start Date;withdrawals taken to satisfy IRS minimum distribution
rules for the Contract; or

.. withdrawals made within 30 days of their renewal Guarantee Periods.

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

PREMIUM TAXES
Some states and other governmental entities (e.g., municipalities) charge
premium taxes or similar taxes. We are responsible for paying these taxes and
will deduct them from your Contract Value. Some of these taxes are due when the
Contract is issued, others are due when income payments begin or upon surrender.
Our current practice is not to charge anyone for these taxes until income
payments begin or when a total withdrawal occurs, including payment upon death.
We may discontinue this practice some time in the future, and deduct premium
taxes from the purchase payments. Premium taxes generally range from 0% to 4%,
depending on the state.

At the Payout Start Date, we deduct the charge for premium taxes from the total
Contract Value before applying the Contract Value to an Income Plan.

ACCESS TO YOUR MONEY
You can withdraw some or all of your money at any time prior to the Payout Start
Date. You may not make any

9 PROSPECTUS

withdrawals or surrender your Contract once the Payout Phase has begun.

You must specify the Guarantee Period from which you would like to withdraw your
money. If the amount you withdraw reduces the amount invested in any Guarantee
Period to less than $1,000, we will treat the withdrawal request as a request to
withdraw the entire amount in that Guarantee Period.

The amount you receive may be reduced by a withdrawal charge and any applicable
premium taxes. The amount you receive may be increased or reduced by a Market
Value Adjustment.

Withdrawals taken prior to annuitization (referred to in this prospectus as the
Payout Phase) are generally considered to come from the earnings in the Contract
first. If the Contract is tax-qualified, generally all withdrawals are treated
as distributions of earnings.

If you request a total withdrawal, we may require you to return your Contract to
us.

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 $100. We will deposit
systematic withdrawal payments into the Contract Owner's bank account or Morgan
Stanley Active Assets/TM/ Account. Please consult with your Morgan Stanley
Financial Advisor for details.

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.

POSTPONEMENT OF PAYMENTS
We may defer payment of withdrawals for up to six months from the date we
receive your withdrawal request.

MINIMUM CONTRACT VALUE
If the amount you withdraw reduces 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 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.
If we terminate your Contract, we will distribute to you its Contract Value,
adjusted by any Market Value Adjustment, less withdrawal and other charges and
applicable taxes.

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

PAYOUT START DATE
The Payout Start Date is the day that we apply your Contract Value, adjusted by
the Market Value Adjustment, less any applicable taxes, to an Income Plan. The
Payout Start Date must be:

.. at least one month after the Issue Date; and

.. no later than the Annuitant's 90th birthday, 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 as stated in your Contract.

INCOME PLANS
An Income Plan is a series of scheduled payments to you or someone you
designate. 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 or change your
choice of Income Plan.

A portion of each payment will be considered taxable and the remaining portion
will be a non-taxable return of your investment in the Contract, which is also
called the "basis". Once the basis in the Contract is depleted, all remaining
payments will be fully taxable. If the Contract is tax-qualified, generally all
payments will be fully taxable. Taxable payments taken prior to age 59 1/2 may
be subject to an additional 10% federal tax penalty.

The three Income Plans available under the Contract are:

INCOME PLAN 1 - LIFE INCOME WITH OR WITHOUT GUARANTEED PAYMENTS. Under this
plan, we make periodic income payments for as long as the Annuitant lives. In
addition, for plans with guaranteed income payments, if the Annuitant dies
before we have made all of the guaranteed income payments, we will continue to
pay the remainder of such payments as required by the Contract.

INCOME PLAN 2 - JOINT AND SURVIVOR LIFE INCOME WITH OR WITHOUT 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. In addition, for plans
with guaranteed income payments, 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 such payments as required by the Contract.

10 PROSPECTUS

INCOME PLAN 3 - GUARANTEED PAYMENTS FOR A SPECIFIED PERIOD. Under this plan, we
make periodic income payments for the period you have chosen. These payments do
not depend on the Annuitant's life.

You may elect to receive guaranteed payments under each of the above Income
Plans for periods ranging from 5 to 30 years.

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. Income plans may vary from state to state.

We may make other Income Plans available, including ones that you and we agree
upon. You may obtain information about them by writing or calling us.

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 still 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 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 amount
available to apply under an Income Plan is 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

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

We guarantee income payment amounts for the duration of the Income Plan. We
calculate income payments by:

1. adjusting the value of your Contract 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 state law may require. If we defer payments for 30 days or more, we
will pay interest as required by law from the date we receive the withdrawal
request to the date we make payment.

CERTAIN EMPLOYEE BENEFIT PLANS
The Contracts offered by this prospectus contain income payment tables that
provide for different payments to men and women of the same age, except in
states that require unisex tables. We reserve the right to use income payment
tables that do not distinguish on the basis of sex to the extent permitted by
applicable 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 and we do not offer unisex annuity tables in your state, you
should consult with legal counsel as to whether the purchase of a Contract is
appropriate.

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

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

1. the Contract Owner dies; or

2. the Annuitant dies.

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.

DEATH BENEFIT AMOUNT
Prior to the Payout Start Date, the death benefit is equal to the greater of:
(1) the Contract Value, and (2) the "Cash Surrender Value," which is the
Contract Value, adjusted by any Market Value Adjustment, less withdrawal charges
and premium taxes. We will calculate the death benefit as of the date we receive
a complete request for payment of the death benefit.

A claim for a distribution on death must include "DUE PROOF OF DEATH." We will
accept the following documentation as Due Proof of Death:

.. a certified original copy of the 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.

11 PROSPECTUS

DEATH BENEFIT PAYMENTS
Upon death of the Contract Owner, the new Contract Owner generally has the
following 3 options:

1. receive the Cash Surrender Value within 5 years of the date of death;

2. receive the Death Benefit in a lump sum. The "Death Benefit" is equal to the
greater of the Contract Value and the Cash Surrender Value computed as of the
date we receive a complete request for payment of Death Benefit; or

3. apply the Death Benefit to an Income Plan, with income payments beginning
within one year of the date of death. Income payments must be made over the life
of the new Contract Owner, or a period not to exceed the life expectancy of the
new Contract Owner.

Options 2 and 3 above are not available if we do not receive notice of death
within 180 days of the date of death. We are currently waiving the 180 day
limitation but may enforce it in the future. Please refer to your Contract for
more details on the above options, including terms that apply to grantor trusts.

If the new Contract Owner is a non-natural person (other than a grantor trust),
the new Contract Owner must elect to receive the Death Benefit in a lump sum.

If the surviving spouse of the deceased Contract Owner is the new Contract
Owner, then the spouse may elect Options 2 or 3 listed above or may continue the
Contract in the Accumulation Phase as if the death had not occurred. If the
Contract is continued in the Accumulation Phase, the surviving spouse may make a
single withdrawal of any amount within 1 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. The single withdrawal amount is in addition to the
annual Preferred Withdrawal Amount.

If the Contract Owner is not the Annuitant and the Annuitant dies, then the
Contract Owner has the following 3 options:

1. continue the Contract as if the death had not occurred;

2. receive the Death Benefit in a lump sum; or

3. apply the Death Benefit to an Income Plan, which must begin within 1 year of
the date of death and must be for a period equal to or less than the life
expectancy of the Contract Owner.

For Options 1 and 3, the new Annuitant will be the youngest Contract Owner
unless the Contract Owner names a different Annuitant. Options 1 and 3 are not
available if the Contract Owner is a non-natural person (other than a grantor
trust).

Options 2 and 3 above are not available if we do not receive notice of death
within 180 days of the date of death. We reserve the right to waive the 180 day
limit on a non-discriminatory basis. Please refer to your Contract for more
details on the above options, including terms that apply to grantor trusts.

If the Contract Owner is not the Annuitant and the Annuitant dies, the Contract
Owner has 60 days from the date Allstate Life receives due proof of death to
select an income plan without incurring a tax on the entire gain in the
Contract. If the Contract Owner elects to continue the Contract they will be
taxed on the entire gain in the Contract computed on the date of continuance. We
are required to report such gain to the IRS as income to the Contract Owner. An
additional 10% federal tax penalty may apply if the Contract Owner is under age
59 1/2. Any amount included in the Contract Owner's gross income as a result of
a Contract continuance will increase the investment in the Contract for future
distributions.

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

ALLSTATE LIFE
Allstate Life is the issuer of the Contract. Prior to January 1, 2003,
Northbrook Life Insurance Company ("Northbrook") issued the Contract. Effective
January 1, 2003, Northbrook merged with its parent company Allstate Life
("Merger"). On the date of the Merger, Allstate Life acquired from Northbrook
all of Northbrook's assets and became directly liable for Northbrook's
liabilities and obligations with respect to all contracts issued by Northbrook.
Allstate Life was organized in 1957 as a stock life insurance company under the
laws of the state of Illinois. It conducts substantially all of its operations
directly or through wholly owned U.S. subsidiaries.Allstate Life is a wholly
owned subsidiary of Allstate Insurance Company, a stock property-liability
insurance company organized under the laws of the state of Illinois. All of the
outstanding stock of Allstate Insurance Company is owned by The Allstate
Corporation, a Delaware company which has several different classes of
securities, including common stock, registered with the Securities and Exchange
Commission.

Allstate Life is licensed to operate in the District of Columbia, Puerto Rico,
and all jurisdictions except the state of New York. We intend to offer the
Contract in those jurisdictions in which we are licensed. Our home office is
located at 3100 Sanders Road, Northbrook, Illinois 60062.

Independent rating agencies regularly evaluate life insurer claims paying
ability, quality of investment portfolio and overall stability. A.M. Best
Company assigns an A+ (superior) financial strength rating to Allstate Life,
Standard & Poor's assigns an AA+ (very strong) financial strength rating to
Allstate Life, and Moody's Investors

12 PROSPECTUS

Service assigns an Aa2 (excellent) financial strength rating to Allstate Life.
We may from time to time advertise these ratings in our sales literature.

THE CONTRACT
Morgan Stanley DW Inc., located at 1585 Broadway, New York, NY 10036, serves as
principal underwriter of the Contracts. Morgan Stanley DW Inc. is a wholly owned
subsidiary of Morgan Stanley Dean Witter & Co. Morgan Stanley DW Inc. is a
registered broker-dealer under the Securities Exchange Act of 1934, as amended
("Exchange Act"), and is a member of the National Association of Securities
Dealers, Inc. Morgan Stanley DW Inc. is also registered with the Securities and
Exchange Commission ("SEC") as an investment adviser.

We may pay broker-dealers up to a maximum sales commission of 8% both upon sale
of the Contract and upon renewal of a Guarantee Period. In addition, sale of the
Contract may count towards incentive program awards for broker-dealers.

The underwriting agreement with Morgan Stanley DW Inc. provides that we will
reimburse Morgan Stanley DW Inc. for any liability to Contract Owners arising
out of services rendered or Contracts issued.

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

13 PROSPECTUS

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

THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. ALLSTATE
LIFE 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
Allstate Life is taxed as a life insurance company under Part I of Subchapter L
of the Internal Revenue Code ("Tax Code" or "Code").

TAXATION OF FIXED 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 the Owner is a natural
person.

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.

GRANTOR TRUST OWNED ANNUITY. Contracts owned by a grantor trust are considered
owned by a non-natural owner. Grantor trust owned contracts receive tax
deferral as described in the Exceptions To The Non-Natural Owner Rule section.
In accordance with the Code, upon the death of the annuitant, the death benefit
must be paid. According to your Contract, the Death Benefit is paid to the
surviving Contract Owner. Since the trust will be the surviving Contract Owner
in all cases, the Death Benefit will be payable to the trust notwithstanding any
beneficiary designation on the annuity contract. A trust, including a grantor
trust, has two options for receiving any death benefits: 1) a lump sum payment;
or 2) payment deferred up to five years from date of death.

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.

You should contact a competent tax advisor about the potential tax consequences
of a Market Value Adjustment, as no definitive guidance exists on the proper tax
treatment of Market Value Adjustments. If you make a full withdrawal under a
non-Qualified Contract or a Qualified Contract, the amount received will be
taxable only to the extent it exceeds the investment in the Contract.

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. 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

14 PROSPECTUS

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:

.. 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 Owner's death;

.. 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
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 Owner's death. If the Contract
Owner's designated Beneficiary is the surviving spouse of the Owner, the
Contract may be continued with the surviving spouse as the new Contract Owner;

.. 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:

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

.. 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:

.. made on or after the date the Contract Owner attains age 59 1/2;

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

.. 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;

.. made under an immediate annuity; or

.. 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.

TAX FREE EXCHANGES UNDER INTERNAL REVENUE CODE 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 Life (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 Life 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

15 PROSPECTUS

required 10% of the taxable amount. In certain states, if there is federal
withholding, then state withholding is also mandatory.

Allstate Life 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.

Generally, Section 1441 of the Code provides that a withholding agent must
withhold 30% of the taxable amounts paid to a non-resident alien. A non-resident
alien is someone other than a U.S. citizen or resident alien. Withholding may
be reduced or eliminated by an income tax treaty between the U.S. and the
non-resident alien's country of residence if the payee provides a U.S. taxpayer
identification number on Form W-8BEN. A U.S. taxpayer identification number is a
social security number or an individual taxpayer identification number ("ITIN").
ITINs are issued by the IRS to non-resident alien individuals who are not
eligible to obtain a social security number.

TAX QUALIFIED CONTRACTS
The income on qualified plan and IRA investments is tax deferred, and the income
on 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 an 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.

The Contract may be used with several types of qualified plans. Allstate Life
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. Allstate Life can issue an
individual retirement annuity on a rollover or transfer of proceeds from a
decedent's IRA or qualified plan under which the decedent's surviving spouse is
the beneficiary. Allstate Life does not offer an individual retirement annuity
that can accept a transfer of funds for any other, non-spousal, beneficiary of a
decedent's IRA or qualified plan.

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 AN INDIVIDUALLY OWNED 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 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).

"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 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

16 PROSPECTUS

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. We believe that the
Death Benefits offered by your Contract do not constitute life insurance under
these regulations.

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.

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 59 1/2. However, no penalty tax is incurred on
distributions:

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

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

.. 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,

.. made pursuant to an IRS levy,

.. made for certain medical expenses,

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

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

.. 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 Life 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 Life 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:

.. required minimum distributions, or,

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

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

.. hardship distributions.

For all annuitized distributions that are not subject to the 20% withholding
requirement, Allstate Life is required to withhold federal income tax using the
wage withholding rates. 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.

17 PROSPECTUS

U.S. taxpayer identification number is a social security number or an individual
taxpayer identification number ("ITIN"). ITINs are issued by the IRS to
non-resident alien individuals who are not eligible to obtain a social security
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.

ANNUITIES HELD BY INDIVIDUAL RETIREMENT ACCOUNTS (COMMONLY KNOWN AS CUSTODIAL
IRAS)

Internal Revenue Code Section 408 permits a custodian or trustee of an
Individual Retirement Account to purchase an annuity as an investment of the
Individual Retirement Account. If an annuity is purchased inside of an
Individual Retirement Account, then the Annuitant must be the same as the
beneficial owner of the Individual Retirement Account.

Generally, the death benefit of an annuity held in an Individual Retirement
Account must be paid upon the death of the Annuitant. However, in most states,
the Contract permits the custodian or trustee of the Individual Retirement
Account to continue the Contract in the accumulation phase, with the Annuitant's
surviving spouse as the new Annuitant, if the following conditions are met:

1) The custodian or trustee of the Individual Retirement Account is the owner of
the annuity and has the right to the death proceeds otherwise payable under
the annuity contract;

2) The deceased Annuitant was the beneficial owner of the Individual Retirement
Account;

3) We receive a complete request for settlement for the death of the Annuitant;
and

4) The custodian or trustee of the Individual Retirement Account provides us
with a signed certification of the following:

(a) The Annuitant's surviving spouse is the sole beneficiary of the Individual
Retirement Account;

(b) The Annuitant's surviving spouse has elected to continue the Individual
Retirement Account as his or her own Individual Retirement Account; and

(c) The custodian or trustee of the Individual Retirement Account has
continued the Individual Retirement Account pursuant to the surviving spouse's
election.

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 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 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 Life is directed to
transfer some or all of the Contract Value to another 403(b) plan. Generally,
we do

18 PROSPECTUS

not accept Employee Retirement Income Security Act of 1974 (ERISA) funds in
403(b) contracts.

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.

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.

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

The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from Allstate Life's Annual Report
on Form 10-K for the year ended December 31, 2002 have been audited by Deloitte
& Touche LLP, independent auditors, as stated in their report, which is
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.

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

ALLSTATE LIFE'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2002
("FORM 10-K ANNUAL REPORT") 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. 0001078402. 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 the 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 us at 300 N. Milwaukee Avenue, Vernon Hills, Illinois, 60061 or call us at
800-654-2397.

ANNUAL STATEMENTS
- --------------------------------------------------------------------------------

At least once a year prior to the Payout Start Date, we will send you a
statement containing information about your Contract Value. For more
information, please contact your Morgan Stanley Financial Advisor or call our
customer support unit at 1-800-654-2397.

19 PROSPECTUS

APPENDIX A
MARKET VALUE ADJUSTMENT
- --------------------------------------------------------------------------------

The Market Value Adjustment is based on the following:

I = the Treasury Rate for a maturity equal to the Guarantee Period for
the week preceding the establishment of the Guarantee Period.
N = the number of complete days from the date we receive the withdrawal
request to the end of the Guarantee Period; and
J = the Treasury Rate for a maturity of N days for the week preceding the
receipt of the withdrawal request on the date we determine the Market
Value Adjustment.
If a Treasury Rate for a maturity of N days is not available, e will
use a weighted average. If N is less than or equal to 365 days, J
will be the 1-year Treasury Rate.

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

.9 X (I-J) X (N/365)

To determine the Market Value Adjustment, we will multiply the Market Value
Adjustment factor by the amount withdrawn (in excess of the Preferred Withdrawal
Amount) or applied to an Income Plan, from a Guarantee Period other than amounts
withdrawn or applied from a renewal Guarantee Period during the first 30 day

EXAMPLES OF MARKET VALUE ADJUSTMENT

Purchase Payment: $10,000
Guarantee Period: 5 years
Interest Rate: 4.50%
Full Surrender: End of Contract Year 3

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

EXAMPLE 1: (ASSUMES DECLINING INTEREST RATES)

Step 1. Calculate Contract Value $10,000.00 X (1.0450)3 = $11,411.66
at End of Contract Year 3:
Step 2. Calculate the Amount in Preferred Withdrawal Amount (.10 X 10,000) =
excess of the Preferred $1,000
Withdrawal Amount: Amount in Excess: $11,411.66 - $1,000 =
$10,411.66
Step 3. Calculate the Withdrawal .06 X $10,411.66 = $624.70
Charge:
Step 4. Calculate the Market I = 4.5%
Value Adjustment: J = 4.2%
N = 730 days
Market Value Adjustment Factor:
.9 X (I-J) X N/365
= .9 X (.045 - .042) X (730/365) = .0054
Market Value Adjustment = Market Value
Adjustment Factor X Amount Subject to Market
Value Adjustment:
= .0054 X $10,411.66 = $56.22
Step 5. Calculate the amount $11,411.66 - $624.70 + $56.22 = $10,843.18
received by a Contract Owner as
a result of full withdrawal at
the end of Contract Year 3:

20 PROSPECTUS

EXAMPLE 2: (ASSUMES RISING INTEREST RATES)

Step 1. Calculate Contract $10,000.00 X (1.045)3 = $11,411.66
Value at End of Contract Year
3:
Step 2. Calculate the Amount in Free Withdrawal Amount (.10 X 10,000) = $1,000
excess of the Preferred Amount in Excess: $11,411.66 - $1,000 =
Withdrawal Amount: $10,411.66
Step 3. Calculate the .06 X $10,411.66 = $624.70
Withdrawal Charge:
Step 4. Calculate the Market I = 4.5%
Value Adjustment: J = 4.8%
N = 730 days
Market Value Adjustment Factor:
.9 X(I-J) X N/365
= .9 X (.045 - .048) X (730/365) = - .0054
Market Value Adjustment = Market Value
Adjustment Factor X Amount Subject to Market
Value Adjustment:
= - .0054 X $10,411.66 = - $56.22
Step 5. Calculate the amount $11,411.66 - $624.70 - $56.22 = $10,730.74
received by Contract Owners as
a result of full withdrawal at
the end of Contract Year 3:

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. WE DO NOT AUTHORIZE ANYONE TO PROVIDE
ANY INFORMATION OR REPRESENTATIONS REGARDING THE OFFERING DESCRIBED IN THIS
PROSPECTUS OTHER THAN AS CONTAINED IN THIS PROSPECTUS.

21 PROSPECTUS

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The By-laws of Allstate Life Insurance Company ("Registrant") provide that
Registrant will indemnify its officers and directors for certain damages and
expenses that may be incurred in the performance of their duty to Registrant. No
indemnification is provided, however, when such person is adjudged to be liable
for negligence or misconduct in the performance of his or her duty, unless
indemnification is deemed appropriate by the court upon application.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit No. Description

(1) Form of Underwriting Agreement. (Incorporated herein by reference to
Post-Effective Amendment No. 13 to the Form N-4 Registration Statement of
Northbrook Variable Annuity Account II of Northbrook Life Insurance Company
(File No. 033-35412)dated December 31, 1996).

(2) None

(4)(a) Form of Flexible Premium Deferred Annuity Certificate and Application.
(Incorporated herein by reference to Post-Effective Amendment No. 4 to
Registration Statement (File No. 033-90272)dated April 29, 1999).

(b) Form of Contract Endorsement to Flexible Premium Deferred Annuity
Certificate. (Previously filed in the initial Form S-3 to the Registration
Statement (File No. 333-102319) dated January 2, 2003).

(5) Opinion and Consent of General Counsel re Legality. (Previously filed in the
initial Form S-3 to the Registration Statement (File No. 333-102319) dated
January 2, 2003).

(8) None

(11) None

(12) None

(15) Independent Auditor's awareness letter. (Previously filed in the initial
Form S-3 to the Registration Statement (File No. 333-102319) dated January 2,
2003)

(23) Independent Auditors' consent filed herewith.

(24)(a)Powers of Attorney for Michael J. Velotta, David A. Bird, Margaret G.
Dyer, Marla G. Friedman, Edward M. Liddy, John C.Lounds, J. Kevin McCarthy,
Robert W. Pike, Samuel H. Pilch, Steven E. Shebik, Eric A. Simonson, Kevin R.
Slawin and Thomas J.Wilson II. (Incorporated herein by reference to Registrant's
initial Form S-3 Registration Statement (File No. 333-100068) on
September 25, 2002).

(24)(b) Power of Attorney for Danny L. Hale and Casey J. Sylla filed herewith.

(25) None

(26) None

(27) Not applicable

(99) Merger Agreement and Articles of Merger between Northbrook Life
Insurance Company and Registrant. (Previously filed in the initial Form S-3 to
the Registration Statement (File No. 333-102319) dated January 2, 2003).

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof)which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;

(iii)to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

(2) that, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bonafide offering thereof;

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

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the
Township of Northfield, State of Illinois on the 1st day of April, 2003.

ALLSTATE LIFE INSURANCE COMPANY
(REGISTRANT)

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

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
1st day of April, 2003.

**/CASEY J. SYLLA Chairman of the Board,
- ---------------------- President and Director
Casey J. Sylla (Principal Executive Officer)

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

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

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

*/MARGARET G. DYER Senior Vice President and Director
- -----------------
Margaret G. Dyer

*/MARLA G. FRIEDMAN Senior Vice President and Director
- -------------------
Marla G. Friedman

*/EDWARD M. LIDDY Director
- -----------------
Edward M. Liddy

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

*/J. KEVIN MCCARTHY Senior Vice President and Director
- -----------------
J. Kevin McCarthy

*/ROBERT W. PIKE Director
- ------------------
Robert W. Pike

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

*/STEVEN E. SHEBIK Senior Vice President, Chief Financial
- ------------------ Officer and Director
Steven E. Shebik (Principal Financial Officer)

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

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

*/THOMAS J. WILSON Director
- ------------------
Thomas J. Wilson

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

EXHIBIT LIST

Exhibit No. Description

(23) Independent Auditors' Consent

(24)(b) Power of Attorney for Danny L. Hale and Casey J. Sylla