ALLSTATE LIFE INSURANCE COMPANY
                          LAW AND REGULATION DEPARTMENT
                          3100 Sanders Road , Suite J5B
                         Northbrook, Illinois 60062-7154



CHARLES M. SMITH, JR.                          Writer's Direct Dial 847 402-1790
Assistant Counsel                              Facsimile: 847 402-3781

January 7, 2005

By EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:      Allstate Life Insurance Company (the successor to Glenbrook
         Life and Annuity Company) ("Registrant")
         Initial Registration Statement on Form S-3
         File No. 333-121682

Commissioners:

On behalf of the  Registrant  and  pursuant  to Rule 477  promulgated  under the
Securities  Act of 1933, as amended,  I hereby  request  withdrawal of the above
captioned registration statement ("Registration Statement") on Form S-3 as filed
with the Securities and Exchange Commission ("Commission") on December 28, 2004.
I am requesting  withdrawal  because the Registration  Statement was erroneously
filed  under the wrong  registrant,  Glenbrook  Life and  Annuity  Company.  The
correct registrant for the contracts described in the Registration  Statement is
Allstate Life Insurance  Company  ("Allstate").  On December 29, 2004,  Allstate
filed a corrected registration statement for the contacts (file no. 333-121739).

For  the  foregoing  reasons,  I  submit  that  withdrawal  of the  Registration
Statement  would be consistent  with the public  interest and the  protection of
investors,  and respectfully  request that the Commission grant this request for
withdrawal.  The cooperation of the Commission's staff is greatly appreciated in
this matter.

Please direct any question or comment to me at 847-402-1790.

Sincerely,


/s/ CHARLES M. SMITH
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Charles M. Smith