ALLSTATE LIFE INSURANCE COMPANY
LAW AND REGULATION DEPARTMENT
3100 Sanders Road , Suite J5B
Northbrook, Illinois 60062-7154
Email: lwi2m@allstate.com
LISETTE WILLEMSEN Writer's Direct Dial 847 402-7366
Assistant Counsel Facsimile: 847 402-3781
April 5, 2006
BY EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Allstate Life Insurance Company ("Registrant")
Form S-3 Registration Statement
Post-Effective Amendment No. 1
File no. 333-123847
CIK No. 0000352736
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On behalf of the above-named Registrant, filed herewith is one
electronically formatted copy of Post-Effective amendment No. 1 ("Amendment") to
the above-referenced registration statement ("Registration Statement") under the
Securities Act.
To facilitate the Commission staff's review of the Amendment, we submit
the information below.
1. Procedural Matters
The purpose of the Amendment is to generally update the disclosure
contained in the Registration Statement. The Amendment does not amend or delete
any part of the Registration Statement, except as specifically noted therein.
2. Timetable for Effectiveness
We would appreciate the Commission staff's efforts in processing the
Amendment so that the Registration Statement, as amended, may be declared
effective on May 1, 2006.
Accordingly, Registrant and the principal underwriter hereby request,
pursuant to Rule 461 under the 1933 Act, that the Commission declare the amended
Registration Statement effective on May 1, 2006. To our knowledge, no
distribution of copies of the Post-Effective Amendment or the prospectus has
been made to prospective investors. Distributions thereof have been made only
for purposes of internal use by Registrant and for regulatory filings.
Registrant and the principal underwriter represent that they are aware of their
obligations under the Act and that their request is consistent with the public
interest and the protection of investors.
3. Registrant's Acknowledgment
In making its request for acceleration of this Registration Statement,
Registrant hereby acknowledges that should the Commission or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing; the
action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the filing;
and Registrant may not assert this action as defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
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Please direct any question or comment to me at the number set forth
above.
Very truly yours,
/s/ LISETTE WILLEMSEN
Lisette Willemsen
Assistant Counsel
cc: Alison White, Esq.
Securities and Exchange Commission