Allstate Life Insurance Company
Law & Regulation Department
3100 Sanders Road, Suite J5B
Northbrook, Illinois 60062
Direct Dial Number 847.402.1790
Facsimile 847.402.3781
E-Mail csmith5@allstate.com
Charles Smith
Associate Counsel
April 20, 2006
BY EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Allstate Life Insurance Company ("Registrant")
Post-Effective Amendment No. 5 to Form S-3 Registration Statement
File No. 333-102319; CIK No. 0000352736
Commissioners:
On behalf of the above-named Registrant, we are filing herewith one
electronically formatted copy of Post-Effective Amendment No. 5 ("Amendment") to
the above-referenced registration statement ("Registration Statement") under the
Securities Act. To facilitate the Commission staff's review of the Amendment,
Registrant has requested that we submit the information below.
1. Amendment
The purpose of the Amendment is, in response to comments from the Commission
staff, to: (1) add Item 14 "Other Expenses of Issuance and Distribution"; (2)
update Item 17 "Undertakings" to reflect the changes in Securities and Exchange
Commission Release No. 33-8591; and (3) update the Powers of Attorney to include
only Powers of Attorney filed with this amendment or incorporated by reference
to previous filings for this Registrations 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 by Post-Effective Amendment No. 4
and this Amendment, may be declared effective no later than May 1, 2006.
At the appropriate time, Registrant, or its counsel, will orally request
acceleration of the effectiveness of the Registration Statement pursuant to Rule
461 under the Securities Act. Registrant and its principal underwriter each has
authorized me to state on its behalf that it is aware of its obligations under
the Securities Act.
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 a 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 above.
Sincerely,
/s/ CHARLES M. SMITH
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Charles M. Smith
Enclosure