Exhibit 2

                                             [LOGO]

April 12, 1999                               LYNDA GODKIN
                                             Senior Vice President, General
                                             Counsel Corporate Secretary
Board of Directors
Alpine Life Insurance Company 
200 Hopmeadow Street
Simsbury, CT  06089

RE:  SEPARATE ACCOUNT TWO ("Separate Account")
     ALPINE LIFE INSURANCE COMPANY ("Company")

Dear Sir/Madam:

In my capacity as General Counsel of the Company, I have supervised the 
establishment of the Separate Account by the Board of Directors of the 
Company as a separate account for assets applicable to Policies offered by 
the Company pursuant to Connecticut Law.  I have participated in the 
preparation of the registration statement for the Separate Account on Form 
S-6 under the Securities Act of 1933 with respect to the Policies.

I am of the following opinion:

1.   The Separate Account is a duly authorized and existing separate account
     established pursuant to the provisions of Section 38a-433 of the
     Connecticut Statutes.


2.   To the extent so provided under the Policies, that portion of the assets of
     the Separate Account equal to the reserves and other contract liabilities
     with respect to the Separate Account will not be chargeable with
     liabilities arising out of any other business that the Company may conduct.


3.   The Policies, when issued as contemplated by the Form S-6 Registration
     Statement, will constitute legal, validly issued and binding obligations of
     the Company.
                                             
I hereby consent to the filing of this opinion as an exhibit to the Form S-6 
registration statement for the Policies and the Separate Account.

Sincerely,

/s/ Lynda Godkin

Lynda Godkin