As Filed with the Securities and Exchange Commission on December 28, 2004
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File No. 333- _________

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ALLSTATE LIFE INSURANCE COMPANY
(Exact Name of Registrant)

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

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

(Address and Phone Number of Principal Executive Office)

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

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

COPY TO:

BRUCE A. TEICHNER, ESQ.
ALSTATE LIFE INSURANCE COMPANY
3100 SANDERS ROAD, SUITE J5B
NORTHBROOK, ILLINOIS 60062

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

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

CALCULATION OF REGISTRATION FEE

- -------------------------------- --------------------- -------------------------- ------------------------------- ------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per unit aggregate offering price(1) registration fee(2)
- -------------------------------- ---------------------- -------------------------- ------------------------------ ------------------
Deferred annuity contracts N/A (1) N/A N/A
and participating interests
therein
- -------------------------------- ---------------------- -------------------------- ------------------------------ ------------------

(1) The Contract does not provide for a predetermined amount or number of units.

(2) Units of interest under deferred variable annuity contracts were previously
registered under Registration Statement No. 333-07275, and all unsold units are
being carried forward pursuant to Rule 429 under the Securities Act.

Registrant is filing this registration statement for the purpose of giving
effect to certain disclosures and related changes resulting from the merger of
Glenbrook Life and Annuity Company ("Glenbrook") into its parent company,
Allstate Life Insurance Company ("Allstate"), scheduled to occur on January 1,
2005. Following the merger, Allstate will replace Glenbrook as the issuer of the
Contracts described herein. This registration statement includes, among other
things, a prospectus supplement, dated January 3, 2005, to the May 1, 2004
prospectus describing the Contracts, which prospectus, along with any other
supplements to such prospectus, are incorporated herein by reference to SEC File
No. 333-07275.

Allstate Life Insurance Company

Supplement
dated January 3, 2005 to the
The Allstate Value Reserve Prospectus
dated May 1, 2004

This supplement amends certain information contained in the above-referenced
prospectus for the Allstate Value Reserve Annuity Contracts ("Contracts"),
formerly issued by Glenbrook Life and Annuity Company ("Glenbrook" or "Glenbrook
Life"). Please read this supplement carefully and retain it for future reference
together with your prospectus. All capitalized terms have the same meaning as
those included in the prospectus.

Merger of Glenbrook with Allstate Life

Effective January 1, 2005, Glenbrook merged with and into its parent company,
Allstate Life Insurance Company ("Allstate Life"). The merger of Glenbrook and
Allstate Life (the "Merger") was approved by the boards of directors of Allstate
Life and Glenbrook. The Merger also received regulatory approval from the
Departments of Insurance of the States of Arizona and Illinois, the states of
domicile of Glenbrook and Allstate Life, respectively.

On the date of the Merger, Allstate Life acquired from Glenbrook all of
Glenbrook's assets and became directly liable for Glenbrook's liabilities and
obligations with respect to all Contracts issued by Glenbrook.

The Merger did not affect the terms of, or the rights and obligations under your
Contract, other than to reflect the change to the company that guarantees your
Contract benefits from Glenbrook to Allstate Life. You will receive certificate
endorsements from Allstate Life that reflect the change from Glenbrook to
Allstate Life. The Merger also did not result in any adverse tax consequences
for any Contract Owners.

As a result of the Merger, your prospectus is amended as follows:

Replace all references to "Glenbrook" or "Glenbrook Life" with "Allstate Life."
All references to "we," "us," or "our" shall mean "Allstate Life."

Pages 13: Under the heading "More Information," replace the section entitled
"Glenbrook Life" with the following:

Allstate Life

Allstate Life is the issuer of the Contract. Allstate Life was organized in 1957
as a stock life insurance company under the laws of the state of Illinois. Prior
to January 1, 2005, Glenbrook Life and Annuity Company ("Glenbrook") issued the
Contract. Effective January 1, 2005, Glenbrook merged with Allstate Life
("Merger"). On the date of the Merger, Allstate Life acquired from Glenbrook all
of Glenbrook's assets and became directly liable for Glenbrook's liabilities and
obligations with respect to all contracts issued by Glenbrook.

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 capital stock issued and outstanding of Allstate
Insurance Company is owned by The Allstate Corporation.

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.

Page 20: Replace the first paragraph under the section entitled "Annual and
Quarterly Reports and Other Documents" with the following:

Allstate Life's annual report on Form 10-K for the year ended December 31, 2003
and its Form 10-Q report for the quarters ended March 31, 2004, June 30, 2004,
and September 30, 2004 are incorporated herein by reference which means that
they are legally a part of this prospectus.

In the fourth paragraph under "Annual and Quarterly Reports and Other
Documents," change the Depositor's SEC "EDGAR" identifying number to "CIK No.
0000352736."

THE ALLSTATE/(R)/ VALUE RESERVE (formerly referred to as "The Glenbrook Value
Reserve")

ALLSTATE LIFE INSURANCE COMPANY
STREET ADDRESS: 2940 S. 84TH STREET, LINCOLN, NE 68506-4142
MAILING ADDRESS: P.O. BOX 80469, LINCOLN, NE 68501-0469
TELEPHONE NUMBER: 1-800-776-6978
PROSPECTUS DATED JANUARY 3, 2005
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Allstate Life Insurance Company ("ALLSTATE LIFE") is offering The Allstate/(R)/
Value Reserve, a group and individual deferred annuity contract ("CONTRACT").
The Contract can either be a "FLEXIBLE PAYMENT CONTRACT," which permits you to
add additional payments after the initial payment, or it can be a "SINGLE
PAYMENT CONTRACT," which does not offer that flexibility. This prospectus
contains information about the Contract that you should know before investing.
Please keep it for future reference.

The Contracts are available through ALFS, Inc. ("ALFS"), the principal
underwriter for the Contracts.

CONTRACTS ARE NO LONGER BEING OFFERED FOR SALE. IF YOU HAVE ALREADY PURCHASED A
FLEXIBLE PAYMENT CONTRACT, YOU MAY CONTINUE TO ADD TO IT. PLEASE CONSULT THE
"PURCHASES AND CONTRACT VALUE" SECTION OF THE PROSPECTUS FOR ADDITIONAL
INFORMATION.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED THE SECURITIES DESCRIBED IN THIS PROSPECTUS, NOR HAS
IT PASSED ON THE ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS.
ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A FEDERAL CRIME.

IMPORTANT THE CONTRACTS MAY BE DISTRIBUTED THROUGH BROKER-DEALERS THAT
HAVE RELATIONSHIPS WITH BANKS OR OTHER FINANCIAL INSTITUTIONS
NOTICES OR BY EMPLOYEES OF SUCH BANKS. HOWEVER, THE CONTRACTS ARE NOT
DEPOSITS, OR OBLIGATIONS OF, OR GUARANTEED BY SUCH INSTITUTIONS
OR ANY FEDERAL REGULATORY AGENCY. INVESTMENT IN THE CONTRACTS
INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF
PRINCIPAL.

THE CONTRACTS ARE NOT FDIC INSURED.

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 8
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Expenses 10
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Access To Your Money 11
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Income Payments 11
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Death Benefits 13
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PAGE
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OTHER INFORMATION
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More Information: 13
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Allstate Life 13
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The Contract 14
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Non-Qualified Annuities/Qualified Plans 14
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Legal Matters 14
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Taxes 15
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Annual Reports and Other Documents 20
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Annual Statements 20
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Appendix A -- Market Value Adjustment 21
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2 PROSPECTUS

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

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

PAGE

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Accumulation Phase 5
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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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*Contract 6
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Contract Value 7
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Contract Owner ("You") 5
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Death Benefit 13
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Due Proof of Death 13
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Flexible Payment Contract 1
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Free Withdrawal Amount 10
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Allstate Life ("We or Us") 1
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PAGE

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Guarantee Periods 8
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Income Plan 11
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Issue Date 5
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Market Value Adjustment 9
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Payout Phase 5
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Payout Start Date 11
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Qualified Plan 14
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Qualified Contracts 4
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SEC 20
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Settlement Value 13
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Single Payment Contract 1
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Systematic Withdrawal Program 11
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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 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
- --------------------------------------------------------------------------------

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

FLEXIBLE PAYMENTS You can purchase a Contract with as little as
$5,000 or ($2,000 for "QUALIFIED CONTRACTS," which are
Single Payment Contracts issued within Qualified Plans).
You can add to a Flexible Payment Contract as often and
as much as you like. You must maintain a minimum account
size of $2,000.
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
EXPENSES You will bear the following expenses:

.Withdrawal charge of up to 7% on amounts withdrawn
(with exceptions, and decreasing in later years).

. State premium tax (if your state imposes one).
- -------------------------------------------------------------------------------
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, call us at 1-800-776-6978.
- -------------------------------------------------------------------------------
SPECIAL SERVICES For your convenience, we offer these special services:

.AUTOMATIC ADDITIONS PROGRAM (FLEXIBLE PAYMENT
CONTRACTS ONLY)

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

. LIFE INCOME WITH GUARANTEED PAYMENTS

.A JOINT AND SURVIVOR LIFE INCOME WITH GUARANTEED
PAYMENTS

.GUARANTEED PAYMENTS FOR A SPECIFIED PERIOD (5 TO 30
YEARS)
- -------------------------------------------------------------------------------
DEATH BENEFITS If you die or if the Contract Owner is not a
living person and the Annuitant dies before the PAYOUT
START DATE, we will pay benefits as described in the
Contract.
- -------------------------------------------------------------------------------
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.

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

4 PROSPECTUS

HOW THE CONTRACT WORKS
- --------------------------------------------------------------------------------

The Contract basically works in two ways.

First, the Contract can help you (we assume you are the "CONTRACT OWNER") save
for retirement because you can invest in 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 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 11. 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 required 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
- ------------------------------------------------------------------------------------------------------------>

You buy You save for retirement You elect to receive You can receive Or you can receive
a Contract income payments income payments income payments
for a set period for life

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.
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 1-800-776-6978 if you have any question about how the Contract
works.

5 PROSPECTUS

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

CONTRACT OWNER
The Allstate Value Reserve 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):

.. for Flexible Payment Contracts, the amount and timing of your purchase
payments,

.. the amount and timing of your 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.

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.

The Contract cannot be jointly owned by both a non-living person and a living
person. The age of the oldest Contract Owner cannot exceed 90 as of the date we
receive the completed application.

The Contract can also be purchased as an IRA or TSA (also known as a 403(b)).
The endorsements required to qualify these annuities under the Internal Revenue
Code of 1986, as amended, ("Code") may limit or modify your rights and
privileges underthe Contract.

ANNUITANT
The Annuitant is the individual whose life determines the amount and duration of
income payments (other than under Income Plans with guaranteed payments for
specified period). The Contract requires that there be an Annuitant at all times
during the Accumulation Phase and on the Payout Start Date. If the Contract
Owner is a non-living person, the Annuitant may not be older than 90 as of the
date we receive the completed application. If the Contract Owner is a living
person, there is not a maximum age limit for the Annuitant.You initially
designate an Annuitant in your application. If the Contract Owner is a living
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 accepting any written request from you. Prior to thePayout
Start Date you may designate a joint Annuitant, who is a second person on whose
life income payments depend. Joint Annuitants are permitted only on or after the
Payout Start Date. If the Annuitant dies prior to the Payout Start Date, the new
Annuitant will be:

(i) the youngest Contract Owner if living, otherwise

(ii) the youngest Beneficiary.

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

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

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 accept 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 accepting the
written notice. Accordingly, if you wish to change your Beneficiary, you should
deliver your written notice to us promptly.

If you did not name a Beneficiary or if the named Beneficiary is no longer
living, 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 given us written instructions, we will pay the death benefit in
equal amounts to the surviving Beneficiaries.

MODIFICATION OF THE CONTRACT
Only a 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,

6 PROSPECTUS

except to conform the Contract to applicable law or changes in the law. If a
provision of the Contract is inconsistent with state law, we will follow state
law.

ASSIGNMENT
No Owner has the right to assign any interest in a Contract as collateral or
security for a loan. However, you may assign periodic income payments under the
Contract prior to the Payout Start Date. No Beneficiary may assign benefits
under the Contract until the Beneficiary becomes the Contract Owner. 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 TRYING TO ASSIGN YOUR CONTRACT.

PURCHASES AND CONTRACT VALUE
- --------------------------------------------------------------------------------

MINIMUM PURCHASE PAYMENTS
Your initial purchase payment must be at least $5,000 ($2,000 for Qualified
Contracts). You may make additional purchase payments to a Flexible Payment
Contract at any time prior to the earlier of the Payout Start Date and the end
of the Contract year ("Contract Year") in which the oldest Contract Owner
attains age 91. For Flexible Payment Contracts, we reserve the right to limit
the maximum amount of purchase payments we will accept as well as the number of
additional purchase payments we will accept. Qualified Contracts may only be
purchased as Single Payment Contracts issued within Qualified Plan(s). We
reserve the right to reject any application in our sole discretion.

AUTOMATIC ADDITIONS PROGRAM
You may make additional purchase payments by automatically transferring money
from your bank account to your Flexible Payment Contract. Please call or write
us for an enrollment form.

ALLOCATION OF PURCHASE PAYMENTS
For each purchase payment, you must select one or more Guarantee Periods. A
Guarantee Period is a period of years during which you will earn a guaranteed
interest rate on your money. We will credit interest to your purchase payment
from the Issue Date and, under the Flexible Payment Contract, from the date of
receipt for additional purchase payments.

RIGHT TO CANCEL
You may cancel your Contract within the Cancellation Period, which is the 20-day
period following receipt of your Contract, or such longer period that your state
may require. You may return it by delivering it or mailing it to us. If you
exercise this right to cancel, the Contract terminates and we will pay you the
full amount of your purchase payments or any greater amount your state may
require.

If your Contract is qualified under Code Section 408(b), we will refund the
greater of any purchase payment 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, less any amounts previously withdrawn.

7 PROSPECTUS

GUARANTEE PERIODS
- --------------------------------------------------------------------------------

Each payment allocated to a Guarantee Period earns interest at a specified rate
that we guarantee. We currently offer Guarantee Periods of 1, 2, 3, 4, 5, 6, 7,
8, 9 and 10 years in length for the Flexible Payment Contract, and a limited
number of Guarantee Periods for the single payment Contract. In the future we
may offer Guarantee Periods of different lengths ranging from 1 to 15 years, or
stop offering some Guarantee Periods.

You must select a Guarantee Period for each purchase payment. If you do not
select a Guarantee Period for a purchase payment, we will assign the same period
used for the most recent purchase payment. You may allocate the purchase
payment(s) to one Guarantee Period or many 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.

INTEREST RATES
We will tell you what interest rates and Guarantee Periods we are offering at
that particular time. We will not change the interest rate that we credit to a
particular allocation 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.

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 sales representative, or Allstate Life at
1-800-776-6978.

The interest rate will never be less than the minimum guaranteed rate stated in
the Contract.

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 (under a Flexible
Payment Contract) 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 effective annual interest rate:

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

CONTRACT YEAR
YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5

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

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

8 PROSPECTUS

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 an adjustment that reflects changes in interest rates since the
time you invested the amount withdrawn. We call this adjustment a "Market Value
Adjustment," and we describe it below. THE HYPOTHETICAL INTEREST RATE IS FOR
ILLUSTRATIVE PURPOSES ONLY AND IS NOT INTENDED TO PREDICT EITHER 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 BUT
WILL NEVER BE LESS THAN THE GUARANTEED MINIMUM RATE STATED IN THE CONTRACT.

RENEWALS
Prior to the end of each Guarantee Period, we will mail you a notice 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 Period(s); or

3) withdraw all or a portion of your money from the expired Guarantee Period
without incurring a Market Value Adjustment (a withdrawal charge may apply).
During the first 30 days of a renewal Guarantee Period, any amount withdrawn
will not reflect any interest earned during the 30-day period. The amount
withdrawn will be deemed to have been withdrawn on the day the previous
Guarantee Period ended. Amounts not withdrawn or applied to Guarantee Periods
as described above 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 ended.

MARKET VALUE ADJUSTMENT
All withdrawals from a Guarantee Period, other than those taken during the first
30 days of a renewal Guarantee Period, are subject to a Market Value Adjustment.
A Market Value Adjustment also may apply when you apply your Contract Value to
an Income Plan (other than during the 30-day period described above). A positive
Market Value Adjustment may apply to the payment of the death benefit.

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

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

.. within the Free Withdrawal Amount described under "Expenses" on page 10,

.. that qualify for the confinement and terminal illness waivers, described under
"Expenses" below.

We apply the Market Value Adjustment to reflect changes in interest rates from
the time the amount being withdrawn was allocated to a Guarantee Period to the
time you withdraw 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 Guarantee
Period when you remove your money. "Treasury Rate" means the U.S. Treasury Note
Constant Maturity Yield as reported in Federal Reserve Board Statistical Release
H.15.The Market Value Adjustment may be positive or negative, depending on
changes in interest rates. As such, you bear the investment risk associated with
changes in interest rates. If interest rates increase significantly 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.

Generally, if the Treasury Rate at the time you allocated money to a Guarantee
Period is lower than the applicable current Treasury Rate, then the Market Value
Adjustment will result in a lower amount payable to you. Conversely, if the
Treasury Rate at the time you allocated 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 the same duration 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 5 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.

9 PROSPECTUS

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

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

WITHDRAWAL CHARGE
We may assess a withdrawal charge of up to 7% of the Contract Value 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% "FREE 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.

The withdrawal charge percentage declines to 0% over a seven-year period
according to the following schedule

Number of Complete Years Since We Received the Purchase

0 1 2 3 4 5 6 7+
- -----------------------------------------------------------------------------------------------

Withdrawal Charge: 7% 7% 6% 5% 4% 3% 2% 0%
- -----------------------------------------------------------------------------------------------

Payment

We determine the withdrawal charge by multiplying the percentage corresponding
to the purchase payment year times the amount withdrawn in excess of the Free
Withdrawal Amount.

We treat the oldest purchase payments as being withdrawn first. We will deduct
withdrawal charges, if applicable, from the amount paid. For federal income tax
purposes, earnings under your Contract are considered to be withdrawn first,
regardless of which Guarantee Period(s) you choose to withdraw your money from.
This means you pay taxes on your withdrawal to the extent of any earnings in the
Contract.

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;

.. at the expiration of 5-year and 6-year Guarantee Periods, withdrawals made
within the first 30 days of their renewal Guarantee Periods; or

.. withdrawals that qualify for a waiver as described below.

We use the amounts obtained from the withdrawal charge to pay sales commissions
and other promotional or distribution expenses associated with marketing the
Contracts.

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

CONFINEMENT WAIVER. For Flexible Payment Contracts only, we will waive the
withdrawal charge and any Market Value Adjustment on all withdrawals taken prior
to the Payout Start Date under your Contract if the following conditions are
satisfied:

1. you, or the Annuitant if the Contract is not a living person, are first
confined to a long term care facility or a hospital for at least 90 consecutive
days. You or the Annuitant must enter the long term care facility or hospital at
least 30 days after the Issue Date;

2. you must request the withdrawal and provide written proof of the stay to us
no later than 90 days following the end of your or the Annuitant's stay at the
long term care facility or hospital; and

3. a physician must have prescribed the stay and the stay must be medically
necessary (as defined in the Contract).

You may not claim this benefit if you, or the Annuitant, or a member of your or
the Annuitant's immediate family, is the physician prescribing the stay in a
long term care facility.

TERMINAL ILLNESS WAIVER. For Flexible Payment Contracts only, we will waive the
withdrawal charge and any Market Value Adjustment on all withdrawals taken prior
to the Payout Start Date under your Contract if:

1. you (or the Annuitant if the Contract Owner is not a living person) are first
diagnosed by a physician as having a terminal illness (as defined in the
Contract) at least 30 days after the Issue Date; and

2. you claim this benefit and deliver adequate proof of diagnosis to us.

Please refer to your Contract for more detailed information about the terms and
conditions of these waivers.

The laws of your state may limit the availability of these waivers and may also
change certain terms and/or benefits available under the waiver. You should
consult your Contract for further details on these variations. Also, even if you
do not need to pay our withdrawal charge because of these waivers, you still may
be required to pay taxes or tax penalties on the amount withdrawn. You should
consult your tax adviser to determine the effect of a withdrawal on your taxes.

10 PROSPECTUS

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 your total
Contract Value, prior to applying your money 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 withdrawals or surrender your Contract once the
Payout Phase has begun.

You must specify the Guarantee Period(s) from which you would like to withdraw
your money. If none is named, then the withdrawal request is incomplete and
cannot be honored. The amount you receive may be reduced by a withdrawal charge,
income tax withholding and any premium taxes. The amount you receive may be
increased or reduced by a Market Value Adjustment.

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

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.

SYSTEMATIC WITHDRAWAL PROGRAM
You may make partial withdrawals automatically. We call these "systematic
withdrawals." Please consult with your sales representative, or call our
customer support unit at 1-800-776-6978, for details.

Income taxes may apply to systematic withdrawals. Please consult your tax
advisor before taking any withdrawal.

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

MINIMUM CONTRACT VALUE
If the amount you withdraw reduces the Contract Value to less than $2,000, we
will treat the withdrawal as a request for total withdrawal of the Contract
Value. A total withdrawal of the Contract Value will terminate the Contract. 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 $2,000, 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 $2,000. If you surrender your Contract, we will pay you its Contract
Value adjusted by any applicable Market Value Adjustment, less any applicable
withdrawal charges and taxes.

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

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 no later than the Annuitant's 90th birthday, or the
10th Contract anniversary, if later.

You may change the Payout Start Date 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 described 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:

11 PROSPECTUS

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

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

INCOME PLAN 3 - GUARANTEED PAYMENTS FOR A SPECIFIED PERIOD. 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
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 will be greater than the income payments made
under the same Income Plan with a minimum specified period for guaranteed
payments.

We may make other Income Plans available. 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

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

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

1. adjusting your Contract Value 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 six 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.

12 PROSPECTUS

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

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

1. any Contract Owner dies or,

2. the Annuitant dies and the Contract is owned by a corporation, trust or other
non-living person.

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

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 copy of a death certificate;

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

.. any other proof acceptable to us.

DEATH BENEFIT AMOUNT
Prior to the Payout Start Date, the death benefit is equal to the greater of:
(1) the Contract Value, and (2) the "SETTLEMENT VALUE," which is the Contract
Value, adjusted by any Market Value Adjustment, less withdrawal charges and
taxes. We will calculate the value of the death benefit as of the date we
receive a complete request for payment of the death benefit. If we receive Due
Proof of Death within 180 days of the date of death, we will pay a death
benefit. Otherwise, we will pay a Settlement Value.

DEATH BENEFIT PAYMENTS
Upon death of the Contract Owner prior to the payout start date, if the new
Contract Owner is a living person, the new Contract Owner may:

(a) elect to receive the death benefit in a lump sum; or

(b) elect to 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.

If the new Contract Owner does not elect one of the options above, the entire
value of the Contract must be distributed within 5 years after the date of
death.

The options above are available only if the new Contract Owner elects one of
these options and we receive Due Proof 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. If the surviving spouse of the deceased Contract Owner is the new
Contract Owner, then the spouse may elect one of the options listed above or may
continue the Contract in the Accumulation Phase as if the death had not
occurred. If the Contract is continued in the Accumulation Phase, the surviving
spouse may make a single withdrawal of any amount within one year of the date of
death without incurring a withdrawal charge. However, any applicable Market
Value Adjustment, determined as of the date of the withdrawal, will apply. The
single withdrawal amount is in addition to the annual Free Withdrawal Amount. If
the Contract is continued and there is no Annuitant, the new Annuitant will be
the surviving spouse.

If the Contract Owner dies and the new Contract Owner is a corporation, trust,
or other non-living person, the new Contract Owner:

(a) must elect to receive the death benefit in a lump sum; or

(b) if the new Contract Owner does not elect the option above, then the new
Contract Owner must receive the death benefit within 5 years after the date of
death.

DEATH OF ANNUITANT
If the Annuitant, who is not also the Contract Owner, dies prior to the Payout
Start Date and the Contract Owner is a living person, then the Contract will
continue with a new Annuitant as designated by the Contract Owner.

If the Annuitant, who is not also the Contract Owner, dies before the Payout
Start Date and the Contract Owner is a corporation, trust, or other non-living
person, the Contract Owner:

(a) must elect to receive the death benefit in a lump sum; or

(b) if the Contract Owner does not elect the option above, then the Contract
Owner must receive the death benefit within 5 years after the Annuitant's death.

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

ALLSTATE LIFE
Allstate Life is the issuer of the Contract. Allstate Life was organized in 1957
as a stock life insurance company under the laws of the state of Illinois. Prior
to January 1, 2005, Glenbrook Life and Annuity Company ("Glenbrook") issued the
Contract. Effective January 1, 2005, Glenbrook merged with Allstate Life
("Merger"). On the date of the Merger, Allstate Life acquired from Glenbrook all
of Glenbrook's assets and became directly liable for Glenbrook's liabilities and
obligations with respect to all contracts issued by Glenbrook.

13 PROSPECTUS

THE CONTRACT
DISTRIBUTION. Allstate Distributors, L.L.C. ("Allstate Distributors"), a wholly
owned subsidiary of Allstate Life, will serve as principal underwriter of the
Contracts. Allstate Distributors is a registered broker dealer under the
Securities and Exchange Act of 1934, as amended, ("Exchange Act") and a member
of NASD. Contracts are sold by registered representatives of unaffiliated
broker-dealers or bank employees who are licensed insurance agents appointed by
Allstate Life, either individually or through an incorporated insurance agency
and have entered into a selling agreement with Allstate Distributors to sell the
Contract.

We will pay commissions to broker-dealers who sell the contracts. Commissions
paid may vary, but we estimate that the total commissions paid on all Contract
sales will not exceed 8% of all purchase payments. These commissions are
intended to cover distribution expenses. Sometimes, we also pay the
broker-dealer a persistency bonus in addition to the standard commissions. A
persistency bonus is not expected to exceed 1.00%, on an annual basis, of the
Contract Values considered in connection with the bonus. In some states,
Contracts may be sold by representatives or employees of banks which may be
acting as broker-dealers without separate registration under the Exchange Act,
pursuant to legal and regulatory exceptions.

Allstate Life may pay Allstate Distributors a commission for distribution of the
Contracts. The underwriting agreement with Allstate Distributors provides that
we will reimburse Allstate Distributors for any liability to Contract Owners
arising out of services rendered or Contracts issued.

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.

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

.. issuance of the Contracts;

.. maintenance of Contract Owner records;

.. Contract Owner services; and

.. preparation of Contract Owner reports.

You should notify us promptly in writing of any address change. You should read
your statements and confirmations carefully and verify their accuracy. You
should contact us promptly if you have a question about a periodic statement. We
will investigate all complaints and make any necessary adjustments
retroactively, but you must notify us of a potential error within a reasonable
time after the date of the questioned statement. If you wait too long, we
reserve the right to make the adjustment as of the date that we receive notice
of the potential error.

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

NON-QUALIFIED ANNUITIES HELD WITHIN A QUALIFIED PLAN
If you use the Contract within an employer sponsored qualified retirement 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. Allstate Life no longer issues deferred annuities to employer
sponsored qualified retirement plans.

LEGAL MATTERS
All matters of applicable 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.

14 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 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. Non-natural owners are also referred to as Non Living Owners
in this prospectus. 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 non-natural 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 Tax 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 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:

15 PROSPECTUS

.. 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 material 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. A material modification does not include
permitted changes described in published IRS rulings. You should consult a
competent tax advisor prior to creating or modifying a substantially equal
periodic payment stream.

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 into a 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.

PARTIAL EXCHANGES. The IRS has issued a ruling that permits partial exchanges of
annuity contracts. Under this ruling, if you take a withdrawal from a receiving
or relinquishing annuity contract within 24 months of the partial exchange, then
special aggregation rules apply for purposes of determining the taxable amount
of a distribution. The IRS has issued limited guidance on how to aggregate and
report these distributions. The IRS is expected to provide further guidance, as
a result, it is possible that the amount we calculate and report to the IRS as
taxable could be different.

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. 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.

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

16 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. If no U.S. taxpayer identification number is
provided, we will automatically withhold using single with zero 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 Allstate Life as 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 if covered 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 a completed 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. The U.S. does not have a tax treaty with all countries nor do all tax
treaties provide an exclusion or lower withholding rate for annuities.

TAX QUALIFIED CONTRACTS
The income on tax sheltered annuity (TSA) 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 as a TSA or IRA. Tax Qualified
Contracts are contracts purchased as investments as:

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

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

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

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

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

Allstate Life reserves the right to limit the availability of the Contract for
use with any of the retirement plans listed above or to modify the Contract to
conform with tax requirements.

The tax rules applicable to participants with tax qualified annuities vary
according to the type of contract and the terms and conditions of the
endorsement. 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, TSA, or employer sponsored retirement 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, TSA, or employer sponsored
retirement 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 TAX QUALIFIED CONTRACT. If
you make a partial withdrawal under a Tax 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)
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 Tax
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, IRAs (excluding Roth IRAs) and TSAs
require minimum distributions upon reaching age 70 1/2. Failure to withdraw the
required minimum distribution will result in a 50% tax penalty on the shortfall
not withdrawn from the Contract. Not all income plans offered under this annuity
contract satisfy the requirements for minimum distributions. Because these
distributions are required under the Code and the method of calculation is
complex, please see a competent tax advisor.

THE DEATH BENEFIT AND TAX 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

17 PROSPECTUS

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 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 TAX QUALIFIED CONTRACTS. A 10%
penalty tax applies to the taxable amount of any premature distribution from a
Tax 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 after separation from service after age 55 (applies only for IRAs),

.. made pursuant to an IRS levy,

.. made for certain medical expenses,

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

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

.. made for a first time home purchase (up to a $10,000 lifetime limit and
applies only 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 TAX QUALIFIED CONTRACTS. With respect
to Tax Qualified Contracts using substantially equal periodic payments as an
exception to the penalty tax on premature distributions, any additional
withdrawal or other material 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. A material modification does not include permitted changes
described in published IRS rulings. You should consult a competent tax advisor
prior to creating or modifying a substantially equal periodic payment stream.

INCOME TAX WITHHOLDING ON TAX 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 employer sponsored retirement plans, including
TSAs but 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. If no
U.S. taxpayer identification number is provided, we will automatically withhold
using single with zero 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.

18 PROSPECTUS

with all countries nor do all tax treaties provide an exclusion or lower
withholding rate for annuities.

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 person 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 IRA. Section 408(k) of the Code allows eligible
employers to establish simplified employee pension plans for their employees
using individual retirement annuities. These employers 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 IRA). Section 408(p) of the
Code allow eligible employers with 100 or fewer employees to establish SIMPLE
retirement plans for their employees using individual retirement annuities. In
general, a SIMPLE IRA consists of a salary deferral program for eligible
employees and matching or nonelective contributions made by employers. Employers
intending to purchase the Contract as a SIMPLE IRA 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,

.. severs employment,

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

19 PROSPECTUS

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

Allstate Life's annual report on Form 10-K for the year ended December 31, 2003
and its Form 10-Q reports for the quarters ended March 31, 2004, June 30, 2004,
and September 30, 2004 are incorporated herein by reference which means that
they are legally a part of this prospectus.

After the date of this prospectus and before we terminate the offering of the
securities under this prospectus, all documents or reports we file with the
Securities and Exchange Commission ("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 such information
electronically with the SEC. The address of the site is http://www.sec.gov. You
also can view these materials at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. For more information on the operations of
SEC's Public Reference Room, call 1-800-SEC-0330.

If you have received a copy of this prospectus, and would like a free copy of
any document incorporated herein by reference (other than exhibits not
specifically incorporated by reference into the text of such documents), please
write or call us at Customer Service, P.O. Box 80469, Lincoln, NE 68501-0469
(telephone: 1-800-776-6978).

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 sales representative or call our customer
support unit at 1-800-776-6978.

20 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 whole
and partial years
from the date we
receive the
withdrawal or death
benefit request, or
from the Payout Start
Date to the end of
the Guarantee Period;
and
J = the Treasury Rate for a maturity equal to the Guarantee Period for
the week preceding the receipt of the withdrawal request, death
benefit request, or income payment request. If a note with a maturity
of the original Guarantee Period is not available, we will use a
weighted average.
"Treasury Rate" means
the U.S. Treasury
Note Constant
Maturity weekly yield
as reported in
Federal Reserve
Bulletin Release
H.15.

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

.9 X (I - J) X N

To determine the Market Value Adjustment, we will multiply the Market Value
Adjustment factor by the amount withdrawn (in excess of the Free Withdrawal
Amount), paid as a death benefit, 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 days thereof.

EXAMPLES OF MARKET VALUE ADJUSTMENT

Purchase Payment: $10,000 allocated to a Guarantee Period
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 at $10,000.00 X (1.0450)/3/ = $11,411.66
End of Contract Year 3:
Step 2. Calculate the Amount in excess PREFERRED WITHDRAWAL AMOUNT (.10 X of
Free Withdrawal Amount: $10,000) = $1,000
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 Value I = 4.5%
Adjustment: J = 4.2%
N = 2 years
Market Value Adjustment Factor: .9 X
(I-J) X N = .9 X (.045 - .042) X (2) =
.0054 Market Value Adjustment = Market
Value Adjustment Factor X/ /Amount
Subject to Market Value Adjustment: =
.0054 X $10,411.66 = $56.22
Step 5. Calculate the amount received $11,411.66 - $624.70 + $56.22 =
by Contract Owners as a result of $10,843.18
full withdrawal at the end of
Contract Year 3:

EXAMPLE 2: (ASSUMES RISING INTEREST RATES)

Step 1. Calculate Contract Value $10,000.00 X (1.0450)/3/ = $11,411.66 at End of
Contract Year 3:
THE FREE WITHDRAWAL AMOUNT (.10 X $10,000) =
Step 2. Calculate the Amount in $1,000
excess of Free Withdrawal AMOUNT IN EXCESS: $11,411.66 - $1,000 =
Amount: $10,411.66
Step 3. Calculate the Withdrawal
Charge: .06 X $10,411.66 = $624.70
I = 4.5%
J = 4.8%
N = 2 years
Market Value Adjustment Factor: .9 X (I-J) X
N = .9 X (.045 - .048) X (2) = - .0054 Market
Value Adjustment = Market Value Adjustment
Factor X Amount Subject to Market
Step 4. Calculate the Market Value Adjustment:
Value Adjustment: = - .0054 X $10,411.66 = - $56.22
Step 5. Calculate the amount
received by Contract Owners as
a result of full withdrawal at
the end of Contract Year 3: $11,411.66 - $624.70 - $56.22 = $10,730.74

21 PROSPECTUS

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

22 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 initial
Form S-1 Registration Statement (File No. 333-07275) dated June 28, 1996).

(2) None

(4) (a) Form of Flexible Premium Deferred Variable Annuity Contract
(Incorporated herein by reference to initial Form S-1 Registration
Statement (File No. 333-07275) dated June 28, 1996).

(b) Form of Single Payment Deferred Variable Annuity Contract (Incorporated
herein by reference to Post-Effective Amendment No. 4 to Registration
Statement (File No. 333-07275) dated April 9, 2001).

(5) (a) Opinion of General Counsel re: Legality (Incorporated herein by
reference to Initial Form S-1 Registration Statement (File No. 333-07275)
dated June 28, 1996).

(b) Opinion and Consent of General Counsel re: Legality (Incorporated
herein by reference to Post Effective Amendment No. 3 to Registration
Statement (File No. 333-07275) dated April 29, 1999).

(8) None

(11) None

(12) None

(15) Letter re unaudited interim financial information from Registered Public
Accounting Firm filed herewith

(23) Consent of Independent Registered Public Accounting Firm 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, Robert W. Pike, Samuel
H. Pilch, Steven E. Shebik, Eric A. Simonson, Thomas J. Wilson, II and and Kevin
R. Slawin (Incorporated herein by reference to Registrant's initial Form S-3
Registration Statement (File No. 333-100068) filed September 25, 2002).

(24)(b) Powers of Attorney for Casey J. Sylla and Danny L. Hale. (Incorporated
herein by reference to Registrant's initial Form S-3 Registration Statement
(File No. 333-105208) dated May 13, 2003).

(25) None

(26) None

(27) Not applicable

(99) (a) Merger Agreement and Articles of Merger Between Glenbrook Life and
Annuity Company and Allstate Life Insurance Company

(99) (b) Experts filed herewith

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;
and

(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
bona fide offering thereof;

(3) (a) 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.

(3) (b) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement 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 bona fide offering
thereof.

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 28th day of December, 2004.

ALLSTATE LIFE INSURANCE COMPANY
(REGISTRANT)

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

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
and on the 28th day of December, 2004.

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

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

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

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

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

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

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

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

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

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

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

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

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

EXHIBIT LIST

The following exhibits are filed herewith:

Exhibit No. Description

(4)(c) Form of Contract Endorsement to Flexible Premium Deferred Annuity
Certificate

(5)(c) Opinion and Consent of General Counsel

(15) Letter re unaudited interim financial information from Registered Public
Accounting Firm

(23) Consent of Independent Registered Public Accounting Firm

(99)(a) Merger Agreement and Articles of Merger Between Glenbrook Life and
Annuity Company and Allstate Life Insurance Company

(99)(b) Experts