April 13, 2004 BY EDGAR Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Allstate Life Insurance Company ("Registrant") Form S-3 Registration Statement ("Registration Statement") Post-Effective Amendment No. 1 File no. 333-105331 CIK No. 0000352736 - -------------------------------------------------------------------------------- On behalf of the above-named Registrant, filed herewith is one electronically formatted copy of Post-Effective amendment no. 1 ("Amendment") to the above-referenced registration statement ("Registration Statement") under the Securities Act. To facilitate the Commission staff's review of the Amendment, we submit the information below. 1. Procedural Matters The purpose of the Amendment is to generally update the disclosure contained in the Registration Statement. The Amendment does not amend or delete any part of the Registration Statement, except as specifically noted therein. 2. Timetable for Effectiveness We would appreciate the Commission staff's efforts in processing the Registration Statement so that the Registration Statement, as amended, may be declared effective by May 1, 2004. Accordingly, Registrant and the principal underwriter hereby request, pursuant to Rule 461 under the 1933 Act, that the Commission declare the enclosed Post-Effective Amendment to the Registration Statement effective on or before May 1, 2004, or as soon as practicable. To our knowledge, no distribution of copies of the Post-Effective Amendment or the prospectus has been made to prospective investors. Distributions thereof have been made only for purposes of internal use by Registrant and for regulatory filings. Registrant and the principal underwriter represent that they are aware of their obligations under the Act and that their request is consistent with the public interest and the protection of investors. ----------------------- Please direct any question or comment to me at the number set forth above or to Chip Lunde, Esq. (202-295-4016) at Foley & Lardner. Very truly yours, /s/ Charles M. Smith, Jr. Charles M. Smith, Jr., Esq. Assistant Counsel cc: Alison White, Esq. Securities and Exchange Commission