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Allstate Life Insurance Co of New York – ‘S-3/A’ on 2/14/00

On: Monday, 2/14/00 · Accession #: 945094-0-27 · File #: 333-95703

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/14/00  Allstate Life Ins Co of New York  S-3/A                  4:139K                                   Glenbrook Life & Ann… Co

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Alny Hsbc                                             53±   244K 
 2: EX-5        Opinion and Consent of General Counsel                 1      8K 
 3: EX-23       Independent Auditors' Consent                          2      8K 
 4: EX-24       Power of Attorney                                      1      6K

S-3/A — Alny Hsbc
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Access To Your Money Accumulation Unit Value Allstate Life Insurance Company of New York Allstate New York Annual Reports and Other Documents Annuitant Appendix A Automatic Additions Program Automatic Portfolio Rebalancing Program Beneficiary Contract, The Contract Value Death Benefits Dollar Cost Averaging Program Exhibits Expenses Expense Table Financial Information Guarantee Periods How the Contract Works Important Terms Income Payments Income Plans Indemnification of Directors and Officers Issue Date Legal Matters Market Value Adjustment Payout Start Date Performance Information Portfolios, The Premium Taxes Purchases Qualified Plans Right to Cancel Statement of Additional Information Table of Contents Systematic Withdrawal Program Table of Contents Taxes The Contract The Portfolios The Variable Account Undertakings Variable Account, The Year 2000
1	1st Page - Filing Submission
"	Allstate Life Insurance Company of New York
4	Table of Contents
5	Important Terms
8	How the Contract Works
9	Expense Table
13	Financial Information
14	The Contract
"	Annuitant
"	Beneficiary
15	Purchases
"	Automatic Additions Program
"	Right to Cancel
16	Contract Value
"	Accumulation Unit Value
17	Guarantee Periods
"	Market Value Adjustment
18	Dollar Cost Averaging Program
"	Automatic Portfolio Rebalancing Program
19	Expenses
"	Premium Taxes
20	Access To Your Money
"	Systematic Withdrawal Program
21	Income Payments
"	Payout Start Date
"	Income Plans
22	Death Benefits
23	Allstate New York
"	The Variable Account
"	The Portfolios
"	Qualified Plans
"	Legal Matters
"	Year 2000
24	Taxes
25	Annual Reports and Other Documents
26	Performance Information
27	Appendix A
30	Issue Date
31	Statement of Additional Information Table of Contents
32	Item 15. Indemnification of Directors and Officers
"	Item 16. Exhibits
"	Item 17. Undertakings

S-3/A 1st “Page” of 34 TOC ↑Top Previous Next ↓Bottom Just 1st
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 2000
------------------------------------------------------------------------------- 

                                                          FILE NO. 333-95703

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO 

FORM S-3  

       REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
(Exact Name of Registrant)

 NEW YORK 36-2608394
 (State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)

 P.O. Box 9095
 Farmingville, New York 11738-9095
516/451-5300
(Address and Phone Number of Principal Executive Office)

MICHAEL J. VELOTTA
 VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
 ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
 3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
847/402-2400
(Name, Complete Address and Telephone Number of Agent for Service)

COPIES TO:
RICHARD T. CHOI, ESQUIRE                   TERRY R. YOUNG, ESQUIRE        
FREEDMAN, LEVY, KROLL & SIMONDS       ALLSTATE LIFE FINANCIAL SERVICES, INC.    
1050 CONNECTICUT AVENUE, N.W.                 3100 SANDERS ROAD               
SUITE 825                          NORTHBROOK, IL 60062   
WASHINGTON, D.C. 20036-5366                                                 

Approximate  date of  commencement  of proposed sale to the Public:  The annuity
contract  covered by this  registration  statement is 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/                                

S-3/A 2nd “Page” of 34 TOC 1st Previous Next ↓Bottom Just 2nd
EXPLANATORY NOTE

This amendment  relates to certain  market value  adjustment  ("MVA")  interests
available under a new form of deferred variable annuity contract to be issued by
Registrant.  The MVA interests are identical to those described in the currently
effective  prospectuses contained in the Registration  Statement.  No additional
MVA interests are being  registered at this time.  The Amendment is not intended
to  amend  or  delete  any  part  of  the  registration  statement,   except  as
specifically noted herein.                                                      

S-3/A 3rd “Page” of 34 TOC 1st Previous Next ↓Bottom Just 3rd
ALLSTATE CUSTOM PORTFOLIO VARIABLE ANNUITY

Allstate Life Insurance Company             Prospectus dated February __, 2000  
of New York                                                                     
P.O. Box 94038, Palatine, IL 60094-4038                                         
Telephone Number:  1-800-692-4682                                               

Allstate Life  Insurance  Company of New York  ("Allstate New York") is offering
the  Allstate  Custom  Portfolio  Variable  Annuity,  a group  flexible  premium
deferred  variable  annuity  contract  "Contract").   This  prospectus  contains
information  about the Contract  that you should know before  investing.  Please
keep it for future reference.                                                   

The  Contract   currently   offers  29  investment   alternatives   ("investment
alternatives").  The investment  alternatives  include the fixed account ("Fixed
Account") and 28 variable sub-accounts ("Variable Sub-Accounts") of the Allstate
Life  of New  York  Separate  Account  A  ("Variable  Account").  Each  Variable
Sub-Account  invests  exclusively in shares of one of the following  mutual fund
portfolios ("Portfolios"):                                                      

                                                        [Enlarge/Download Table]


                                                                                                            
AIM Variable Insurance Funds, Inc.:                      Oppenheimer Variable Account Funds:                
  AIM V.I. Capital Appreciation Fund                       Oppenheimer VA Main Street Growth & Income Fund  
  AIM V.I. Balanced Fund                                   Oppenheimer VA Aggressive Growth Fund            
  AIM V.I. Growth Fund                                     Oppenheimer VA Strategic Bond Fund               
  AIM V.I. International Equity Fund                     The Dreyfus Socially Responsible Growth Fund, Inc.:
  AIM V.I. Value Fund                                      Dreyfus Socially Responsible Growth Fund         
  AIM V.I. Government Securities Fund                    Dreyfus Stock Index Fund:                          
  AIM V.I. High Yield Fund                                 Dreyfus Stock Index Fund                         
Fidelity Variable Insurance Products Fund (VIP):         Dreyfus Variable Investment Fund:                  
  Fidelity VIP Equity Income Portfolio                     Dreyfus VI Capital Appreciation Portfolio        
  Fidelity VIP Overseas Portfolio                        Wells Fargo Variable Trust:                        
  Fidelity VIP Growth Portfolio                            Wells Fargo VT Equity Income Fund                
Fidelity Variable Insurance Products Fund II (VIP II):     Wells Fargo VT Asset Allocation Fund             
  Fidelity  VIP II  Contrafund  Portfolio                  Wells Fargo VT Growth  Fund                      
Fidelity Variable Insurance Products Fund III (VIP III): Delaware Group Premium Fund, Inc.:                 
  Fidelity VIP III Growth Opportunities Portfolio          Delaware GP Small Cap Value Series               
Templeton Variable Products Series Fund:                   Delaware GP Trend Series                         
  Templeton Asset Allocation Fund - Class 2              HSBC Variable Insurance Funds:                     
  Templeton International Fund - Class 2                   HSBC VI Fixed Income Fund                        
                                                           HSBC VI Growth & Income Fund                     
                                                           HSBC VI Cash Management Fund                     


We (Allstate New York) have filed a Statement of Additional  Information,  dated
February __, 2000,  with the  Securities  and Exchange  Commission  ("SEC").  It
contains  more  information  about the  Contract and is  incorporated  herein by
reference,  which  means it is legally a part of this  prospectus.  Its table of
contents appears on page __ of this prospectus. For a free copy, please write or
call us at the address or telephone  number  above,  or go to the SEC's Web site
(http://www.sec.gov).  You can find other  information  and documents  about us,
including  documents that are legally part of this prospectus,  at the SEC's Web
site.                                                                           

                         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.

                         The Contracts may be distributed through broker-dealers
                      that  have   relationships   with  banks   or  other
      IMPORTANT        financial institutions or by employees of such banks.
        NOTICES          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.

               The Contracts are only available in New York.

S-3/A 4th “Page” of 34 TOC 1st Previous Next ↓Bottom Just 4th
TABLE OF CONTENTS                                                               

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                                                                [Download Table]


                                                                           Page
                                                                               
                   Important Terms........................................     
    Overview       The Contract at a Glance...............................     
                   How the Contract Works.................................     
                   Expense Table..........................................     
                   Financial Information..................................     

                   The Contract...........................................     

                   Purchases..............................................     
Contract Features  Contract Value.........................................     
                   Investment Alternatives................................     
                            The Variable Sub-Accounts.....................     
                            The Fixed Account ............................     
                            Transfers.....................................     
                   Expenses..............................................      
                   Access To Your Money...................................     
                   Income Payments........................................     
                   Death Benefits.........................................     

                   More Information:                                           
                            Allstate New York.............................     
                            The Variable Account..........................     
                            The Portfolios................................     
Other Information           The Contract .................................     
                            Qualified Plans ..............................     
                            Legal Matters.................................     
                            Year 2000.....................................     
                   Taxes..................................................     
                   Annual Reports and Other Documents.....................     
                   Performance Information................................     
                   Appendix A - Illustration of a Market Value Adjustment      
                   Appendix B - Withdrawal Adjustment Example ............     
                   Statement of Additional Information Table of Contents..     


S-3/A 5th “Page” of 34 TOC 1st Previous Next ↓Bottom Just 5th
IMPORTANT TERMS                                                                 

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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

Accumulation Phase....................................... 
Accumulation Unit ....................................... 
Accumulation Unit Value ................................. 
Allstate New York ("We")................................. 
Anniversary Values....................................... 
Annuitant................................................ 
Automatic Additions Program ............................. 
Automatic Portfolio Rebalancing Program.................. 
Beneficiary ............................................. 
Cancellation Period ..................................... 
*Contract ................................................  
Contract Anniversary..................................... 
Contract Owner ("You") .................................. 
Contract Value .......................................... 
Contract  Year........................................... 
Death Benefit Anniversary ............................... 
Dollar Cost Averaging Program............................ 
Due Proof of Death....................................... 
Fixed Account............................................ 
Guarantee  Periods ...................................... 
Income Plan ............................................. 
Investment Alternatives ................................. 
Issue Date .............................................. 
Market Value Adjustment ................................. 
Payout Phase............................................. 
Payout Start Date ....................................... 
Portfolios .............................................. 
Preferred Withdrawal Amount.............................. 
Qualified Contracts ..................................... 
Right to Cancel ......................................... 
SEC...................................................... 
Settlement  Value ....................................... 
Systematic Withdrawal Program ........................... 
Treasury Rate ........................................... 
Valuation Date........................................... 
Variable Account ........................................ 
Variable Sub-Account .................................... 

         * The Allstate Custom  Portfolio  Variable  Annuity is a group contract
         and your  ownership  is  represented  by  certificates.  References  to
         "Contract" in this prospectus include certificates,  unless the context
requires otherwise.                                           

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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   $3,000   ($2,000   for  a   "Qualified
                                     Contract,"  which is a Contract issued with
                                     a  qualified  plan).  You  can  add to your
                                     Contract  as often and as much as you like,
                                     but each payment must be at least $100. You
                                     must  maintain  a minimum  account  size of
 $1,000.

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

Right to  Cancel               You may  cancel  your  Contract      
                                     within 10 days after receipt ("Cancellation
                                     Period").  Upon cancellation we will return
                                     your  purchase  payments  adjusted  to  the
                                     extent  federal  or state  law  permits  to
                                     reflect the  investment  experience  of any
                                    amounts allocated to the Variable Account.

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

Expenses                       You will bear the following expenses:

                                     o  Total Variable Account annual fees equal
                                    to 1.25% of average daily net Assets
                                  o  Annual contract maintenance charge of
                                $30 (with  certain   exceptions)
                                     o  Withdrawal charges ranging from 0% to 7%
                                        of  payment   withdrawn   (with  certain
           exceptions)
                                    o  Transfer fee of $10 after 12th transfer
                                   in any Contract Year (fee currently
       waived)
                                     o  State  premium  tax (New York  currently
                     does not impose one).

                                     In addition,  each  Portfolio pays expenses
                                     that you will bear indirectly if you invest
                    in a Variable Sub-Account.

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

Investment                                                          
      Alternatives                   The   Contract    offers   29    investment
                 alternatives including:

                             o  the Fixed Account (which credits
                                    interest at rates we guarantee), and
                                     o  28 Variable  Sub-Accounts  investing  in
                                        Portfolios  offering  professional money
              management by:

                        A I M Advisors, Inc.
                                          Fidelity Management & Research Company
                                      Templeton Investment Counsel, Inc.
                          OppenheimerFunds, Inc.
                           The Dreyfus Corporation
                          Wells Fargo Bank, N.A.
                               Delaware Management Company
                                       HSBC Asset Management Americas Inc.

                                     To find out current rates being paid on the
                                     Fixed  Account,  or to  find  out  how  the
                                     Variable   Sub-Accounts   have   performed,
                           please call us at 1-800-692-4682.

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

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

Special Services                For your  convenience,  we offer    
                   these special services:

                               o   Automatic Portfolio Rebalancing
           Program
                           o   Automatic Additions Program
                             o   Dollar Cost Averaging Program
                             o   Systematic Withdrawal Program

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

Income Payments                 You  can  choose  fixed  income     
                                      payments,  variable income payments,  or a
                                      combination  of the two.  You can  receive
                                      your   income   payments  in  one  of  the
           following ways:

                                   o  life income with guaranteed payments
                                    o  a joint and survivor life income with
                     guaranteed payments
                                  o  guaranteed payments for a specified
                         period  (5 to 30 years)

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

Death Benefits                  If you  die  before  the  Payout    
                                      Start Date,  we will pay the death benefit
                      described in the Contract.

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

      Transfers                       Before  the  Payout  Start  Date,  you may
                                      transfer  your Contract  value  ("Contract
                                      Value") among the investment alternatives,
                                      with  certain  restrictions.  Transfers to
                                    the Fixed Account must be at least $500.

                                      We do  not  currently  impose  a fee  upon
                                      transfers.  However,  we reserve the right
                                      to charge $10 per transfer  after the 12th
                                      transfer in each "Contract Year," which we
                                      measure   from  the  date  we  issue  your
                                      contract   or   a   Contract   anniversary
                     ("Contract Anniversary").

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

      Withdrawals                     You  may  withdraw  some  or all  of  your
                                      Contract   Value  at  anytime  during  the
               Accumulation Phase.

                                      In general, you must withdraw at least $50
                                      at a time.  A 10%  federal tax penalty may
                                      apply if you  withdraw  before  you are 59
                                      1/2 years  old.  A  withdrawal  charge and
                                   Market Value Adjustment also may apply.

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

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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 up to 29 investment  alternatives
and 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 any  combination  of the Variable
Sub-Accounts and/or Fixed Account. If you invest in the Fixed Account,  you will
earn a fixed rate of interest that we declare periodically. If you invest in any
of the  Variable  Sub-Accounts,  your  investment  return  will  vary up or down
depending on the performance of the corresponding Portfolios.                   

     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 __.  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 payment required by the Income Plan you select.
During the  Payout  Phase,  if you  select a fixed  income  payment  option,  we
guarantee the amount of your payments,  which will remain fixed. If you select a
variable  income  payment  option,   based  on  one  or  more  of  the  Variable
Sub-Accounts,  the amount of your payments will vary up or down depending on the
performance of the corresponding Portfolios.  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.       

                                                        [Enlarge/Download Table]


                                                                                                                            
   Issue                                              Payout Start                                                          
   Date            Accumulation Phase                        Date         Payout Phase                                      
----------------------------------------------------------------------------------------------------------------------------
                   You save for retirement                                                                                  

You buy           You elect to receive income           You can receive       Or you can                                    
a Contract        payments or receive a lump            income payments       receive income                                
                  sum payment                           for a set period      payments 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.  See "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 none,
to your Beneficiary. See "Death Benefits."                                      

     Please call us at  1-800-692-4682  if you have any  question  about how the
Contract works.                                                                 

S-3/A 9th “Page” of 34 TOC 1st Previous Next ↓Bottom Just 9th
EXPENSE TABLE                                                                   

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

The table below lists the  expenses  that you will bear  directly or  indirectly
when you buy a Contract.  The table and the examples  that follow do not reflect
premium  taxes  because  New York  currently  does not impose  premium  taxes on
annuities. For more information about Variable Account expenses, see "Expenses,"
below.  For more  information  about  Portfolio  expenses,  please  refer to the
accompanying prospectuses for the Portfolios.                                   

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

CONTRACT OWNER TRANSACTION EXPENSES                                 

Withdrawal Charge (as a percentage of purchase payments)*           

Number of Complete Years                                            
Since We Received the Purchase                                      
    Payment Being Withdrawn:       0    1     2     3    4     5     6    7+

    Applicable Charge:             7%   6%    5%    4%   3%    2%    1%   0%

  Annual Contract Maintenance Charge............................$30.00**
   Transfer Fee..................................................$10.00***

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

      * Each  Contract  Year,  you may  withdraw up to 15% of purchase  payments
without incurring a withdrawal charge or a Market Value Adjustment. 

** We will waive this charge in certain cases.  See "Expenses."     

      ***Applies  solely to the  thirteenth and  subsequent  transfers  within a
      Contract  Year  excluding  transfers  due  to  dollar  cost  averaging  or
      automatic  portfolio  rebalancing.  We are currently  waiving the transfer
fee.                                                                

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

VARIABLE ACCOUNT ANNUAL EXPENSES                                    
    (as a percentage of average daily net assets deducted from each Variable
Sub-Account)                                                      
   Mortality and Expense Risk Charge.................................1.15%
   Administrative Expense Charge.....................................0.10%
                        Total Variable Account Annual Expenses.......1.25%

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

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

PORTFOLIO ANNUAL EXPENSES                                                   
(as a percentage of Portfolio average daily net assets)(1)                

                                                        [Enlarge/Download Table]


                                                                                                      Total Annual    
                                                 Management           12b-1Fee      Other Expenses  Portfolio Expenses
                                                    Fee             (after any fee  (after any fee   (after any fee   
                                           (after any fee waivers    waivers or      waivers or        waivers or     
  Portfolio                                    or reductions)         reductions)     reductions)       reductions)   
                                                                                                                      
AIM Variable Insurance Funds, Inc.:                                                                                   
  AIM V.I. Capital Appreciation Fund                0.62%                             0.05%             0.67%         
  AIM V.I. Balanced Fund(2)                         0.00%                             1.18%             1.18%         
  AIM V.I. Growth Fund                              0.64%                             0.08%             0.72%         
  AIM V.I. International Equity Fund                0.75%                             0.16%             0.91%         
  AIM V.I. Value Fund                               0.61%                             0.05%             0.66%         
  AIM V.I. Government Securities Fund               0.50%                             0.26%             0.76%         
  AIM V.I. High Yield Fund(2)                       0.00%                             1.13%             1.13%         
Fidelity Variable Insurance Products Fund (VIP):                                                                      
  Fidelity VIP Equity Income Portfolio(3)           0.49%                             0.08%             0.57%         
  Fidelity VIP Overseas Portfolio(3)                0.74%                             0.15%             0.89%         
  Fidelity VIP Growth Portfolio(3)                  0.59%                             0.07%             0.66%         
Fidelity Variable Insurance Products Fund II (VIP II):                                                                
 Fidelity VIP II Contrafund Portfolio(3)            0.59%                             0.07%             0.66%         
Fidelity Variable Insurance Products Fund III (VIP III):                                                              
 Fidelity VIP III Growth Opportunities Portfolio    0.59%                             0.11%             0.70%         
Templeton Variable Products Series Fund:                                                                              
  Templeton Asset Allocation Fund - Class 2         0.70%          0.25%              0.08%             1.03%         
  Templeton International Fund - Class 2            0.79%          0.25%              0.07%             1.11%         
Oppenheimer Variable Account Funds:                                                                                   
  Oppenheimer VA Main Street Growth & Income Fund   0.74%                             0.05%             0.79%         
  Oppenheimer VA Aggressive Growth Fund             0.69%                             0.02%             0.71%         
  Oppenheimer VA Strategic Bond Fund                0.74%                             0.06%             0.80%         
The Dreyfus Socially Responsible Growth Fund, Inc.:                                                                   
  Dreyfus Socially Responsible Growth Fund          0.75%                             0.05%             0.80%         
Dreyfus Stock Index Fund, Inc.:                                                                                       
  Dreyfus Stock Index Fund                          0.25%                             0.01%             0.26%         
Dreyfus Variable Investment Fund:                                                                                     
  Dreyfus VI Capital Appreciation Portfolio         0.75%                             0.06%             0.81%         
Wells Fargo Variable Trust:                                                                                           
  Wells Fargo VT Equity Income Fund(4)              0.38%                             0.62%             1.00%         
  Wells Fargo VT Asset Allocation Fund(4)           0.42%                             0.58%             1.00%         
  Wells Fargo VT Growth Fund(4)                     0.32%                             0.68%             1.00%         
Delaware Group Premium Fund, Inc.:                                                                                    
  Delaware GP Small Cap Value Series                0.75%                             0.10%             0.85%         
  Delaware GP Trend Series                          0.75%                             0.10%             0.85%         
HSBC Variable Insurance Funds:                                                                                        
  HSBC VI Fixed Income Fund(5)                      0.00%                             1.15%             1.15%         
  HSBC VI Growth & Income Fund(5)                   0.33%                             0.82%             1.15%         
  HSBC VI Cash Management Fund(5)                   0.00%                             0.93%             0.93%         


Footnotes                                                                       

(1)  Figures shown in the table are for the year ended December 31, 1998.       

(2)  Absent  voluntary  reductions and  reimbursements  for certain  Portfolios,
     management  fees,  other  expenses,  and total  Portfolio  annual  expenses
     expressed as a  percentage  of average net assets of the  Portfolios  would
have been as follows:                                                 

                                                        [Enlarge/Download Table]


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

                                                            Management                                  Total Annual       
  Portfolio                                                    Fees             Other Expenses       Portfolio Expenses    

---------------------------------------------------  ------------------------  -------------------  ---------------------- 
                                                                                                                           
  AIM V.I. Balanced Fund                                   0.75%                 2.08%                 2.83%               
   -------------------------------------------------  ------------------------  -------------------  ----------------------
  AIM V.I. High Yield Fund                                 0.63%                 1.87%                 2.50%               
  -------------------------------------------------  ------------------------  -------------------  ---------------------- 

(3)  A portion of the brokerage  commissions that these Portfolios paid was used                                           
     to reduce the Portfolios'  expenses.  In addition,  certain Portfolios,  or                                           
     Fidelity  Management  & Research  Company on behalf of certain  Portfolios,                                           
     have  entered  into  arrangements  with  their  custodian  whereby  credits                                           
     realized  as a result  of  uninvested  cash  balances  were  used to reduce                                           
     custodian  expenses.  Including these reductions,  total operating expenses                                           
     would have been 0.58% for VIP Equity Income, 0.91% for VIP Overseas,  0.68%                                           
     for VIP Growth, and 0.70% for VIP II Contrafund.                                                                      

(4)  Absent  voluntary  reductions and  reimbursements  for certain  Portfolios,                                           
     management  fees,  other  expenses,  and total  Portfolio  annual  expenses                                           
     expressed as a  percentage  of average net assets of the  Portfolios  would                                           
     have been as follows:                                                                                                 

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

                                                             Management                                  Total Annual      
  Portfolio                                                    Fees             Other Expenses       Portfolio Expenses    

------------------------------------------------------------------------------------------------------------------------   
  Wells Fargo VT Equity Income Fund                            0.55%                0.62%                 1.17%            
  --------------------------------------------------    ---------------------   -------------------- -------------------   
  Wells Fargo VT Asset Allocation Fund                         0.55%                0.58%                 1.13%            
  --------------------------------------------------    ---------------------   -------------------- -------------------   
  Wells Fargo VT Growth Fund                                   0.55%                0.68%                 1.23%            
  --------------------------------------------------    ---------------------   -------------------- -------------------   

(5)  Investors will be notified of any material  revision or  cancellation  of a                                           
     waiver or expense reimbursement, which may be terminated at any time at the                                           
     option of HSBC Asset Management  Americas Inc. Absent voluntary  reductions                                           
     and reimbursements for certain Portfolios, management fees, other expenses,                                           
     and total Portfolio  annual  expenses  expressed as a percentage of average                                           
     net assets of the Portfolios would have been as follows:                                                              

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

                                                             Management                                  Total Annual      
  Portfolio                                                    Fees             Other Expenses       Portfolio Expenses    

------------------------------------------------------------------------------------------------------------------------   
  HSBC VI Fixed Income Fund                                    0.55%                  2.16%                 2.71%          
 --------------------------------------------------   ---------------------   --------------------  --------------------   
  HSBC VI Growth & Income Fund                                 0.55%                  0.93%                 1.48%          
 --------------------------------------------------   ---------------------   --------------------  --------------------   
  HSBC VI Cash Management Fund                                 0.35%                  1.51%                 1.86%          
 --------------------------------------------------   ---------------------   --------------------  --------------------   

S-3/A 11th “Page” of 34 TOC 1st Previous Next ↓Bottom Just 11th
EXAMPLE 1                                                                       

The  example  below  shows the  dollar  amount of  expenses  that you would bear
directly or indirectly if you:                                                  

o    invested $1,000 in a Variable Sub-Account,                                 
o    earned a 5% annual return on your investment, and                          
o    surrendered  your  Contract,  or  began  receiving  income  payments  for a
   specified period of less than 120 months, at the end of each time period.

The  example  does not  include  any  taxes  you may be  required  to pay if you
surrender  your  Contract.  The example does not include  deductions for premium
taxes because New York does not charge premium taxes on annuities.              

                                                        [Enlarge/Download Table]


SUB-ACCOUNT                                               1 YEAR  3 YEARS  5 YEARS  10 YEARS
-----------                                               ------  -------  -------  --------

                                                                                            
AIM Variable Insurance Funds, Inc.:                                                         
  AIM V.I. Capital Appreciation                           $ 80    $105     $134     $233    
  AIM V.I. Balanced                                       $ 85    $121     $160     $286    
  AIM V.I. Growth                                         $ 80    $107     $136     $238    
  AIM V.I. International Equity                           $ 82    $113     $146     $258    
  AIM V.I. Value                                          $ 80    $105     $133     $231    
  AIM V.I. Government Securities                          $ 81    $108     $138     $242    
  AIM V.I. High Yield                                     $ 85    $120     $157     $280    
Fidelity Variable Insurance Products Fund (VIP):                                            
  Fidelity VIP Equity Income                              $ 79    $102     $128     $222    
  Fidelity VIP Overseas                                   $ 82    $112     $145     $256    
  Fidelity VIP Growth                                     $ 80    $105     $133     $231    
Fidelity Variable Insurance Products Fund II (VIP II):                                      
  Fidelity VIP II Contrafund                              $ 80    $105     $133     $231    
Fidelity Variable Insurance Products Fund III (VIP III):                                    
  Fidelity VIP III Growth Opportunities                   $ 80    $106     $135     $236    
Templeton Variable Products Series Fund:                                                    
  Templeton Asset Allocation - Class 2                    $ 84    $117     $152     $270    
  Templeton International - Class 2                       $ 84    $119     $156     $278    
Oppenheimer Variable Account Funds:                                                         
  Oppenheimer VA Main Street Growth & Income              $ 81    $109     $140     $245    
  Oppenheimer VA Aggressive Growth                        $ 80    $107     $136     $237    
  Oppenheimer VA Strategic Bond                           $ 81    $110     $140     $246    
The Dreyfus Socially Responsible Growth Fund, Inc.:                                         
  Dreyfus Socially Responsible Growth                     $ 81    $110     $140     $246    
Dreyfus Stock Index Fund:                                                                   
  Dreyfus Stock Index                                     $ 76    $ 93     $112     $188    
Dreyfus Variable Investment Fund:                                                           
  Dreyfus VI Capital Appreciation                         $ 81    $110     $141     $247    
Wells Fargo Variable Trust:                                                                 
  Wells Fargo VT Equity Income                            $ 83    $116     $151     $267    
  Wells Fargo VT Asset Allocation                         $ 83    $116     $151     $267    
  Wells Fargo VT Growth                                   $ 83    $116     $151     $267    
Delaware Group Premium Fund, Inc.:                                                          
  Delaware GP Small Cap Value Series                      $ 82    $111     $143     $252    
  Delaware GP Trend Series                                $ 82    $111     $143     $252    
HSBC Variable Insurance Funds:                                                              
  HSBC VI Fixed Income                                    $101    $168     $236     $429    
  HSBC VI Growth & Income                                 $ 88    $130     $175     $316    
  HSBC VI Cash Management                                 $ 92    $142     $194     $352    


S-3/A 12th “Page” of 34 TOC 1st Previous Next ↓Bottom Just 12th
EXAMPLE 2                                                                       

Same  assumptions  as Example 1 above,  except that you decided not to surrender
your Contract,  or you began receiving  income payments (for at least 120 months
if under an Income Plan with a specified period), at the end of each period.    

                                                        [Enlarge/Download Table]


SUB-ACCOUNT                                               1 YEAR  3 YEARS  5 YEARS  10 YEARS
------------                                              ------  -------  -------  --------
                                                                                            
                                                                                            
AIM Variable Insurance Funds, Inc.:                                                         
  AIM V.I. Capital Appreciation                            $ 20    $ 63     $108     $233   
  AIM V.I. Balanced                                        $ 26    $ 79     $134     $286   
  AIM V.I. Growth                                          $ 21    $ 65     $111     $238   
  AIM V.I. International Equity                            $ 23    $ 70     $121     $258   
  AIM V.I. Value                                           $ 20    $ 63     $108     $231   
  AIM V.I. Government Securities                           $ 21    $ 66     $113     $242   
  AIM V.I. High Yield                                      $ 25    $ 77     $132     $280   
Fidelity Variable Insurance Products Fund (VIP):                                            
  Fidelity VIP Equity Income                               $ 19    $ 60     $103     $222   
  Fidelity VIP Overseas                                    $ 23    $ 70     $119     $256   
  Fidelity VIP Growth                                      $ 20    $ 63     $108     $231   
Fidelity Variable Insurance Products Fund II (VIP II):                                      
  Fidelity VIP II Contrafund                               $ 20    $ 63     $108     $231   
Fidelity Variable Insurance Products Fund III (VIP III):                                    
  Fidelity VIP III Growth Opportunities                    $ 21    $ 64     $110     $236   
Templeton Variable Products Series Fund:                                                    
  Templeton Asset Allocation - Class 2                     $ 24    $ 74     $127     $270   
  Templeton International - Class 2                        $ 25    $ 77     $131     $278   
Oppenheimer Variable Account Funds:                                                         
  Oppenheimer VA Main Street Growth & Income               $ 22    $ 67     $114     $245   
  Oppenheimer VA Aggressive Growth                         $ 21    $ 64     $110     $237   
  Oppenheimer VA Strategic Bond                            $ 22    $ 67     $115     $246   
The Dreyfus Socially Responsible Growth Fund, Inc.:                                         
  Dreyfus Socially Responsible Growth                      $ 22    $ 67     $115     $246   
Dreyfus Stock Index Fund:                                                                   
  Dreyfus Stock Index                                      $ 16    $ 50     $ 86     $188   
Dreyfus Variable Investment Fund:                                                           
  Dreyfus VI Capital Appreciation                          $ 22    $ 67     $115     $247   
Wells Fargo Variable Trust:                                                                 
  Wells Fargo VT Equity Income                             $ 24    $ 73     $125     $267   
 Wells Fargo VT Asset Allocation                           $ 24    $ 73     $125     $267   
 Wells Fargo VT Growth                                     $ 24    $ 73     $125     $267   
Delaware Group Premium Fund, Inc.:                                                          
  Delaware GP Small Cap Value Series                       $ 22    $ 69     $117     $252   
  Delaware GP Trend Series                                 $ 22    $ 69     $117     $252   
HSBC Variable Insurance Funds:                                                              
  HSBC VI Fixed Income                                     $ 41    $125     $210     $429   
  HSBC VI Growth & Income                                  $ 29    $ 88     $150     $316   
  HSBC VI Cash Management                                  $ 33    $ 99     $169     $352   

Please  remember  that you are looking at examples and not a  representation  of
past or future  expenses.  Your actual  expenses  may be lesser or greater  than
those shown above. Similarly,  your rate of return may be lesser or greater than
5%, which is not guaranteed.  To reflect the contract  maintenance charge in the
examples,  we estimated an  equivalent  percentage  charge,  based on an assumed
average Contract size of $40,000.                                               

S-3/A 13th “Page” of 34 TOC 1st Previous Next ↓Bottom Just 13th
FINANCIAL INFORMATION                                                           

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

To measure the value of your investment in the Variable  Sub-Accounts during the
Accumulation  Phase, we use a unit of measure we call the  "Accumulation  Unit."
Each Variable  Sub-Account  has a separate value for its  Accumulation  Units we
call "Accumulation Unit Value." Accumulation Unit Value is analogous to, but not
the same as, the share price of a mutual fund.                                  

There are no accumulation unit values to report because the Contracts were first
offered as of the date of this Prospectus.  The financial statements of Allstate
New York and the  Variable  Account as of December 31, 1998 and 1997 and for the
two years  ended  December  31,  1998,  appear in the  Statement  of  Additional
Information. Unaudited financial statements of the Variable Account and Allstate
New York as of an for the period  ended  September  30,  1999 also appear in the
Statement of Additional Information.                                            

S-3/A 14th “Page” of 34 TOC 1st Previous Next ↓Bottom Just 14th
THE CONTRACT                                                                    

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

CONTRACT OWNER                                                                  

The Allstate Custom  Portfolio  Variable  Annuity is a contract between you, the
Contract owner, and Allstate New York, 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):                                                                     

o    the investment alternatives during the Accumulation and Payout Phases,     

o    the amount and timing of your purchase payments and withdrawals,           

o    the programs you want to use to invest or withdraw money,                  

o    the income payment plan you want to use to receive retirement income,      

o    the  Annuitant  (either  yourself or someone else) on whose life the income
payments will be based,                                               

o    the  Beneficiary  or  Beneficiaries  who will receive the benefits that the
     Contract provides when the last surviving Contract owner or Annuitant dies,
and                                                                   

o    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.            

The Contract cannot be jointly owned by both a non-natural  person and a natural
person.                                                                         

You can use the Contract with or without a qualified plan. A qualified plan is a
retirement savings plan, such as an IRA or tax-sheltered annuity, that meets the
requirements of the Internal  Revenue Code.  Qualified plans may limit or modify
your  rights  and  privileges  under the  Contract.  We use the term  "Qualified
Contract" to refer to a Contract  issued with a qualified  plan.  See "Qualified
Plans" on page __.                                                              

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 a
specified period). You initially designate an Annuitant in your application.  If
the Contract owner is a natural person you may change the Annuitant prior to the
Payout  Start Date.  In our  discretion,  we may permit you to designate a joint
Annuitant,  who is a second person on whose life income payments  depend,  on or
after the Payout Start Date.                                                    

If the Annuitant dies prior to the Payout Start Date, the new Annuitant will be:

o    the youngest Contract owner, otherwise                                     

o    the youngest Beneficiary.                                                  

BENEFICIARY                                                                     

The  Beneficiary  is the person who may elect to  receive  the death  benefit or
become the new Contract owner if the sole  surviving  Contract 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 name one or more  Beneficiaries  when you apply for a Contract.  You may
change  or add  Beneficiaries  at any time by  writing  to us,  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,  whether or not the  Annuitant  is living when we
receive  the  notice.   Until  we  receive  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  receiving  the  written  notice.  Accordingly,  if you wish to  change  your
Beneficiary, you should deliver your written notice to us promptly.             

If you do not name a  Beneficiary  or,  if the  named  Beneficiary  is no longer
living and there are no other surviving Beneficiaries,  the new Beneficiary will
be:                                                                             

o    your spouse or, if he or she is no longer alive,                           

o    your surviving children equally,  or if you have no surviving  children,   

o    your estate.                                                               

If more than one  Beneficiary  survives  you (or the  Annuitant  if the Contract
owner is not a natural  person),  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 an Allstate New York 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,  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                                                                      

We will not honor an  assignment  of an 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 they are due. We will not be bound by any  assignment
until the assignor signs it and files 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.                                                           

S-3/A 15th “Page” of 34 TOC 1st Previous Next ↓Bottom Just 15th
PURCHASES                                                                       

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

MINIMUM PURCHASE PAYMENTS                                                       

Your initial  purchase  payment must be at least $3,000  ($2,000 for a Qualified
Contract).  All subsequent  purchase payments must be $100 or more. You may make
purchase  payments at any time prior to the Payout  Start  Date.  We reserve the
right to limit the maximum  amount of purchase  payments,  or reduce the minimum
purchase payment we will accept. We reserve the right to reject any application.

AUTOMATIC ADDITIONS PROGRAM                                                     

You may make subsequent  purchase  payments of at least $25 ($500 for allocation
to the Fixed  Account)  by  automatically  transferring  amounts  from your bank
account. Please consult with your sales representative for detailed information.

ALLOCATION OF PURCHASE PAYMENTS                                                 

At the time you apply for a  Contract,  you must  decide  how to  allocate  your
purchase payments among the investment alternatives.  The allocation you specify
on your  application will be effective  immediately.  All allocations must be in
whole  percents  that  total  100% or in  whole  dollars.  You can  change  your
allocations  by  notifying  us in  writing.  We  reserve  the right to limit the
availability of the investment alternatives.                                    

We will allocate your purchase payments to the investment alternatives according
to your most  recent  instructions  on file  with us.  Unless  you  notify us in
writing otherwise,  we will allocate  subsequent  purchase payments according to
the allocation for the previous purchase  payment.  We will effect any change in
allocation  instructions  at the time we receive written notice of the change in
good order.                                                                     

We will credit the initial  purchase  payment that  accompanies  your  completed
application to your Contract within 2 business days after we receive the payment
at our servicing center.  If your application is incomplete,  we will ask you to
complete your  application  within 5 business days. If you do so, we will credit
your  initial  purchase  payment to your  Contract  within  that 5 business  day
period.  If you do not, we will return your purchase payment at the end of the 5
business day period unless you expressly  allow us to hold it until you complete
the application.  We will credit subsequent purchase payments to the Contract at
the close of the business  day on which we receive the  purchase  payment at our
service center located at P.O. Box 94038, Palatine, Illinois, 60094.            

We are open for business each day Monday  through Friday that the New York Stock
Exchange is open for business. We also refer to these days as "Valuation Dates."
Our business day closes when the New York Stock Exchange closes,  usually 4 p.m.
Eastern Time (3 p.m.  Central Time). If we receive your purchase payment after 3
p.m.  Central Time on any Valuation  Date, we will credit your purchase  payment
using the Accumulation Unit Values computed on the next Valuation Date.         

RIGHT TO CANCEL                                                                 

You may cancel  the  Contract  by  returning  it to us within  the  Cancellation
Period,  which is the 10 day period  after you  receive  the  Contract.  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  allocated to the Fixed Account.  We will return your purchase
payments  allocated to the Variable  Account  after an  adjustment to the extent
federal or state law permits to reflect  investment  gain or loss that  occurred
from the date of allocation  through the date of cancellation.  If your Contract
is qualified under Section 408 of the Internal  Revenue Code, we will refund the
greater of any purchase payments or the Contract Value.                         

S-3/A 16th “Page” of 34 TOC 1st Previous Next ↓Bottom Just 16th
CONTRACT VALUE                                                                  

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

On the Issue Date, the Contract Value is equal to the initial purchase  payment.
Your Contract Value at any other time during the Accumulation  Phase is equal to
the sum of the value as of the most recent  Valuation Date of your  Accumulation
Units in the Variable  Sub-Accounts  you have  selected,  plus the value of your
interest in the Fixed Account.                                                  

ACCUMULATION UNITS                                                              

To determine the number of  Accumulation  Units of each Variable  Sub-Account to
credit to your  Contract,  we divide (i) the amount of the  purchase  payment or
transfer you have allocated to a Variable  Sub-Account by (ii) the  Accumulation
Unit Value of that  Variable  Sub-Account  next  computed  after we receive your
payment or  transfer.  For  example,  if we receive a $10,000  purchase  payment
allocated to a Variable  Sub-Account  when the  Accumulation  Unit Value for the
Sub-Account  is $10, we would credit 1,000  Accumulation  Units of that Variable
Sub-Account  to  your  Contract.  Withdrawals  and  transfers  from  a  Variable
Sub-Account  would, of course,  reduce the number of Accumulation  Units of that
Sub-Account allocated to your Contract.                                         

ACCUMULATION UNIT VALUE                                                         

As a general matter,  the Accumulation Unit Value for each Variable  Sub-Account
will rise or fall to reflect:                                                   

o    changes  in the  share  price  of  the  Portfolio  in  which  the  Variable
Sub-Account invests, and                                              

o    the deduction of amounts  reflecting the mortality and expense risk charge,
     administrative  expense  charge,  and any  provision  for  taxes  that have
accrued since we last calculated the Accumulation Unit Value.         

We determine contract maintenance charges, withdrawal charges, and transfer fees
(currently waived) separately for each Contract. They do not affect Accumulation
Unit Value.  Instead,  we obtain  payment of those charges and fees by redeeming
Accumulation  Units.  For details on how we calculate  Accumulation  Unit Value,
please refer to the Statement of Additional Information.                        

We determine a separate Accumulation Unit Value for each Variable Sub-Account on
each Valuation Date.                                                            

You should refer to the  prospectus  for the Portfolios  that  accompanies  this
prospectus  for a  description  of how the assets of each  Portfolio are valued,
since that  determination  directly bears on the Accumulation  Unit Value of the
corresponding Variable Sub-Account and, therefore, your Contract Value.         

S-3/A 17th “Page” of 34 TOC 1st Previous Next ↓Bottom Just 17th
INVESTMENT ALTERNATIVES:  The Variable Sub-Accounts                             

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

You may allocate your purchase payments to up to 28 Variable Sub-Accounts.  Each
Variable  Sub-Account invests in the shares of a corresponding  Portfolio.  Each
Portfolio has its own investment  objective(s) and policies. We briefly describe
the Portfolios below.                                                           

For more complete information about each Portfolio, including expenses and risks
associated with the Portfolio,  please refer to the accompanying  prospectus for
the Portfolio.  You should  carefully review the Portfolio  prospectuses  before
allocating amounts to the Variable Sub-Accounts.                                

                                                        [Enlarge/Download Table]


------------------------------------------------------------------------------------------------------- -----------------------  
                                                                                                                                 
Portfolio:                                          Each Portfolio Seeks                                Investment Adviser:      
------------------------------------------------------------------------------------------------------- -----------------------  
AIM V.I. Capital Appreciation Fund                  Growth of capital                                                            

                                                                                                         A I M Advisors, Inc.    
------------------------------------------------------------------------------------------------------- -----------------------  
AIM V.I. Balanced Fund                              As high a total return as possible,                                          
                                                    consistent with preservation of capital                                      
-------------------------------------------------------------------------------------------------------                          
AIM V.I. Growth Fund                                Growth of capital                                                            
------------------------------------------------------------------------------------------------------- -----------------------  
AIM V.I. International Equity Fund                  Long-term growth of capital                                                  
------------------------------------------------------------------------------------------------------- -----------------------  
AIM V.I. Value Fund                                 Long-term growth of capital                                                  
------------------------------------------------------------------------------------------------------- -----------------------  
AIM V.I. Government Securities Fund                 A high level of current income consistent with                               
                                                    reasonable concern for safety of principal                                   
------------------------------------------------------------------------------------------------------- -----------------------  
AIM V.I. High Yield Fund                            A high level of current income                                               
------------------------------------------------------------------------------------------------------- -----------------------  
Fidelity VIP Equity Income Portfolio                Reasonable income                                                            

                                                                                                         Fidelity Management     
                                                                                                         & Research Company      
------------------------------------------------------------------------------------------------------- -----------------------  
Fidelity VIP Overseas Portfolio                     Long-term growth of capital                                                  
------------------------------------------------------------------------------------------------------- -----------------------  
Fidelity VIP Growth Portfolio                       Capital appreciation                                                         
------------------------------------------------------------------------------------------------------- -----------------------  
Fidelity VIP II Contrafund Portfolio                Long-term capital appreciation                                               
------------------------------------------------------------------------------------------------------- -----------------------  
Fidelity VIP III Growth Opportunities Portfolio     Capital growth                                                               
------------------------------------------------------------------------------------------------------- -----------------------  
Templeton Asset Allocation Fund - Class 2           High total return                                   Templeton Investment     
                                                                                                        Counsel, Inc.            
------------------------------------------------------------------------------------------------------- -----------------------  
Templeton International Fund - Class 2              Long-term capital growth                                                     
------------------------------------------------------------------------------------------------------- -----------------------  
Oppenheimer VA Main Street Growth & Income          High total return, which includes growth in the                              
  Fund                                              value of its shares as well as current income       OppenheimerFunds, Inc.   
------------------------------------------------------------------------------------------------------- -----------------------  
Oppenheimer VA Aggressive Growth Fund               Capital appreciation                                                         
------------------------------------------------------------------------------------------------------- -----------------------  
Oppenheimer VA Strategic Bond Fund                  A high level of current income                                               
------------------------------------------------------------------------------------------------------- -----------------------  
Dreyfus Socially Responsible Growth Fund            Capital growth and, secondarily, current income                              

                                                                                                        The Dreyfus Corporation  
------------------------------------------------------------------------------------------------------- -----------------------  
Dreyfus Stock  Index  Fund                          To  match the  total  returns of the Standard                                
                                                    & Poor's 500 Composite Stock Index                                           
------------------------------------------------------------------------------------------------------- -----------------------  
Dreyfus VI Capital Appreciation Portfolio           Long-term capital growth consistent with the                                 
                                                    preservation of capital; current income is a                                 
                                                    secondary goal.                                                              
------------------------------------------------------------------------------------------------------- -----------------------  
Wells Fargo VT Equity Income Fund                   Long-term capital appreciation and above-average                             
                                                    dividend income.                                      Wells Fargo Bank, N.A. 
------------------------------------------------------------------------------------------------------- -----------------------  
Wells Fargo VT Asset Allocation Fund                Long-term total return, consistent  with                                     
                                                    reasonable risk.                                                             
------------------------------------------------------------------------------------------------------- -----------------------  
Wells Fargo VT Growth Fund                          Long-term capital appreciation                                               
------------------------------------------------------------------------------------------------------- -----------------------  
Delaware GP Small Cap Value Series                  Capital appreciation                                 Delaware Management     
                                                                                                         Company                 
------------------------------------------------------------------------------------------------------- -----------------------  
Delaware GP Trend Series                            Long-term capital appreciation                                               
------------------------------------------------------------------------------------------------------- -----------------------  
HSBC VI Fixed Income Fund                           High current income consistent with                                          
                                                    appreciation of capital                              HSBC Asset              
                                                                                                         Management Americas Inc.
------------------------------------------------------------------------------------------------------ -----------------------   
HSBC VI Growth & Income Fund                        Long-term growth of capital and current income                               
------------------------------------------------------------------------------------------------------- -----------------------  
HSBC VI Cash Management Fund                        As high a level of current income as is consistent                           
                                                    with preservation of capital and liquidity                                   
------------------------------------------------------------------------------------------------------- -----------------------  

Amounts  you  allocate to Variable  Sub-Accounts  may grow in value,  decline in
value, or grow less than you expect,  depending on the investment performance of
the  Portfolios  in  which  those  Variable  Sub-Accounts  invest.  You bear the
investment risk that the Portfolios might not meet their investment  objectives.
Shares of the Portfolios are not deposits,  or obligations  of, or guaranteed or
endorsed  by any bank  and are not  insured  by the  Federal  Deposit  Insurance
Corporation, the Federal Reserve Board or any other agency.                     

INVESTMENT ALTERNATIVES : The Fixed Account                                     

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

You may  allocate  all or a  portion  of your  purchase  payments  to the  Fixed
Account. The Fixed Account supports our insurance and annuity  obligations.  The
Fixed  Account  consists of our general  assets  other than those in  segregated
asset  accounts.  We have  sole  discretion  to invest  the  assets of the Fixed
Account,  subject to applicable law. Any money you allocate to the Fixed Account
does not entitle you to share in the investment experience of the Fixed Account.

GUARANTEE PERIODS                                                               

Each payment or transfer  allocated  to the Fixed  Account  earns  interest at a
specified  rate  that we  guarantee  for a period  of years we call a  Guarantee
Period.  Guarantee  Periods  may  range  from 1 to 10  years.  We are  currently
offering  Guarantee Periods of 1, 3, 5, 7, and 10 years in length. In the future
we may offer  Guarantee  Periods  of  different  lengths or stop  offering  some
Guarantee  Periods.  You select one or more Guarantee  Periods for each purchase
payment or transfer.  If you do not select the  Guarantee  Period for a purchase
payment or transfer,  we will assign the  shortest  Guarantee  Period  available
under the Contract for such payment or transfer.                                

Each payment or transfer  allocated to a Guarantee Period must be at least $500.
We reserve the right to limit the number of  additional  purchase  payments that
you  may  allocate  to  the  Fixed  Account.  Please  consult  with  your  sales
representative for more information.                                            

INTEREST RATES                                                                  

We will tell you what interest rates and Guarantee  Periods we are offering at a
particular time. We may declare  different  interest rates for Guarantee Periods
of the same  length  that  begin at  different  times.  We will not  change  the
interest  rate that we credit to a  particular  allocation  until the end of the
relevant Guarantee Period.                                                      

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,  our  sales  commission  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 New York at
1-800-692-4682. The interest rate will never be less than the minimum guaranteed
amount stated in the Contract.                                                  

HOW WE CREDIT INTEREST                                                          

We will credit interest daily to each amount  allocated to a Guarantee Period at
a rate that compounds to the effective  annual interest rate that we declared at
the  beginning  of  the  applicable  Guarantee  Period.  The  following  example
illustrates  how a purchase  payment  allocated to the Fixed Account 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%                           

                                                        [Enlarge/Download Table]


                              END OF CONTRACT YEAR                                                       

                                                                                                         
                                             YEAR 1       YEAR 2        YEAR 3    YEAR 4      YEAR 5     

Beginning Contract Value                   $10,000.00                                                    
X (1 + Annual Interest Rate)                 X  1.045                                                    
                                           $10,450.00                                                    
Contract Value at end of Contract Year                  $10,450.00                                       
X (1 + Annual Interest Rate)                              X  1.045                                       
                                                        $10,920.25                                       

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

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

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 a Market Value  Adjustment that reflects  changes in interest rates
since the time you invested the amount withdrawn. The hypothetical interest rate
is for illustrative purposes only and is not intended to predict 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                                                                        

At least 15 but not more than 45 days prior to the end of each Guarantee Period,
we will mail you a notice  asking you what to do with your money,  including the
accrued  interest.  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 shortest  duration  available.  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 of
     your choice. 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 Periods; or                         

3)   instruct  us to  transfer  all or a  portion  of your  money to one or more
     Variable  Sub-Accounts.  We will effect the  transfer on the day we receive
     your  instructions.  We will not adjust the amount transferred to include a
Market Value Adjustment; or                                           

4)   withdraw  all or a portion  of your  money.  You may be  required  to pay a
     withdrawal charge, but we will not adjust the amount withdrawn to include a
     Market Value Adjustment.  You may also be required to pay premium taxes and
     withholding (if  applicable).  The amount  withdrawn will be deemed to have
     been withdrawn on the day the previous  Guarantee  Period ends.  Unless you
     specify otherwise, amounts not withdrawn will be applied to a new Guarantee
     Period of the shortest  duration  available.  The new Guarantee Period will
begin on the day the previous Guarantee Period ends.                  

Under our automatic laddering program ("Automatic  Laddering Program"),  you may
choose,  in  advance,  to use  Guarantee  Periods  of the  same  length  for all
renewals. You can select this Program at any time during the Accumulation Phase,
including on the Issue Date. We will apply renewals to Guarantee  Periods of the
selected  length  until you direct us in writing to stop.  We may stop  offering
this Program at any time. For additional  information on the Automatic Laddering
Program, please call our Customer Service unit at 1-800-692-4682.               

MARKET VALUE ADJUSTMENT                                                         

All withdrawals in excess of the Preferred Withdrawal Amount, and transfers from
a Guarantee  Period,  other than those taken during the 30 day period after such
Guarantee  Period expires,  are subject to a Market Value  Adjustment.  A Market
Value  Adjustment  also applies when you apply amounts  currently  invested in a
Guarantee  Period to an Income Plan  (unless  paid or applied  during the 30 day
period after such Guarantee  Period  expires).  We will not apply a Market Value
Adjustment to a transfer you make as part of a Dollar Cost Averaging Program. We
also will not apply a Market Value Adjustment to a withdrawal you make:         

o    within the Preferred Withdrawal Amount as described on page __, or         

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

We apply the Market Value  Adjustment to reflect  changes in interest rates from
the time  you  first  allocate  money to a  Guarantee  Period  to the time it is
removed 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 time  remaining in the
Guarantee  Period  when you remove your  money.  "Treasury  Rate" means the U.S.
Treasury Note Constant  Maturity Yield as reported in Federal  Reserve  Bulletin
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,  the Market Value
Adjustment and any 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 payment plus interest
at the minimum guaranteed interest rate under the Contract.                     

Generally,  if the Treasury  Rate at the time you allocate  money to a Guarantee
Period is higher than the applicable current Treasury Rate for a period equal to
the time  remaining in the Guarantee  Period,  then the Market Value  Adjustment
will result in a higher amount payable to you or transferred. Conversely, if the
Treasury Rate at the time you allocate money to a Guarantee Period is lower than
the  applicable  Treasury  Rate for a period equal to the time  remaining in the
Guarantee Period, then the Market Value Adjustment will result in a lower amount
payable to you or transferred.                                                  

For  example,  assume  that you  purchase a  Contract  and you select an initial
Guarantee  Period of 5 years and the 5 year  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 2 year  Treasury  Rate is 4.20%,  then the Market
Value  Adjustment  will be  positive,  which will  result in an  increase in the
amount payable to you. Conversely, if the current 2 year Treasury Rate is 4.80%,
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.                                                 

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INVESTMENT ALTERNATIVES:  Transfers                                             

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TRANSFERS DURING THE ACCUMULATION PHASE                                         

During  the  Accumulation  Phase,  you may  transfer  Contract  Value  among the
investment  alternatives  at any time.  The minimum amount that you may transfer
into a Guarantee Period is $500. You may request  transfers in writing on a form
that we provided or by telephone  according to the procedure described below. We
currently do not assess,  but reserve the right to assess,  a $10 charge on each
transfer in excess of 12 per Contract  Year. We treat  transfers to or from more
than one Portfolio on the same day as one  transfer.  Transfers you make as part
of a Dollar Cost Averaging Program or Automatic Fund Rebalancing  Program do not
count against the 12 free transfers per Contract Year.                          

We will process transfer  requests that we receive before 4:00 p.m. Eastern Time
on any Valuation Date using the Accumulation  Unit Values for that Date. We will
process  requests  completed  after 4:00 p.m.  on any  Valuation  Date using the
Accumulation Unit Values for the next Valuation Date. The Contract permits us to
defer  transfers  from the  Fixed  Account  for up to 6 months  from the date we
receive your request.  If we decide to postpone transfers from the Fixed Account
for 10 days or more,  we will pay  interest as required by  applicable  law. Any
interest  would be payable from the date we receive the transfer  request to the
date we make the transfer.                                                      

If you  transfer an amount from a Guarantee  Period other than during the 30 day
period after such  Guarantee  Period  expires,  we will increase or decrease the
amount by a Market Value Adjustment.  If any transfer reduces your value in such
Guarantee  Period to less than $500,  we will treat the request as a transfer of
the entire value in such Guarantee Period.                                      

We reserve the right to waive any transfer fees and restrictions.               

TRANSFERS DURING THE PAYOUT PHASE                                               

During the Payout Phase, you may make transfers among the Variable  Sub-Accounts
to change the  relative  weighting of the  Variable  Sub-Accounts  on which your
variable  income  payments will be based.  In addition,  you will have a limited
ability  to make  transfers  from the  Variable  Sub-Accounts  to  increase  the
proportion of your income payments consisting of fixed income payments.  You may
not, however, convert any portion of your right to receive fixed income payments
into variable income payments.                                                  

You may not make any  transfers  for the first 6 months  after the Payout  Start
Date. Thereafter, you may make transfers among the Variable Sub-Accounts or make
transfers  from the Variable  Sub-Accounts  to increase the  proportion  of your
income payments  consisting of fixed income payments.  Your transfers must be at
least 6 months apart.                                                           

TELEPHONE TRANSFERS                                                             

You may make transfers by telephone by calling 1-800-692-4682, if you first send
us a  completed  authorization  form.  The cut off time for  telephone  transfer
requests  is 4:00  p.m.  Eastern  Time.  In the  event  that the New York  Stock
Exchange closes early, i.e., before 4:00 p.m. Eastern Time, or in the event that
the  Exchange  closes early for a period of time but then reopens for trading on
the same day, we will process telephone transfer requests as of the close of the
Exchange on that particular day. We will not accept telephone  requests received
at any telephone  number other than the number that appears in this paragraph or
received after the close of trading on the Exchange.                            

We may suspend, modify or terminate the telephone transfer privilege at any time
without notice.                                                                 

We use  procedures  that  we  believe  provide  reasonable  assurance  that  the
telephone transfers are genuine.  For example,  we tape telephone  conversations
with  persons  purporting  to  authorize   transfers  and  request   identifying
information.  Accordingly,  we disclaim any liability for losses  resulting from
allegedly  unauthorized  telephone  transfers.   However,  if  we  do  not  take
reasonable steps to help ensure that a telephone  authorization is valid, we may
be liable for such losses.                                                      

DOLLAR COST AVERAGING PROGRAM                                                   

Through the Dollar Cost Averaging Program, you may automatically  transfer a set
amount every month during the Accumulation Phase from any Variable  Sub-Account,
or the 1 year  Guarantee  Period of the  Fixed  Account,  to any other  Variable
Sub-Account.  You may not use dollar cost  averaging to transfer  amounts to the
Fixed Account.                                                                  

We will not charge a transfer fee for  transfers  made under this  Program,  nor
will such  transfers  count  against the 12 transfers you can make each Contract
Year without  paying a transfer  fee. In addition,  we will not apply the Market
Value Adjustment to these transfers.                                            

The theory of dollar cost averaging is that if purchases of equal dollar amounts
are made at fluctuating prices, the aggregate average cost per unit will be less
than  the  average  of the unit  prices  on the same  purchase  dates.  However,
participation  in this program does not assure you of a greater profit from your
purchases under the Program nor will it prevent or necessarily  reduce losses in
a declining market.                                                             

Call or write us for instructions on how to enroll.                             

AUTOMATIC PORTFOLIO REBALANCING PROGRAM                                         

Once  you have  allocated  your  money  among  the  Variable  Sub-Accounts,  the
performance  of  each  Sub-Account  may  cause  a shift  in the  percentage  you
allocated to each Sub-Account. If you select our Automatic Portfolio Rebalancing
Program,  we will  automatically  rebalance the Contract  Value in each Variable
Sub-Account and return it to the desired percentage allocations.                

We will rebalance your account each quarter according to your  instructions.  We
will transfer amounts among the Variable  Sub-Accounts to achieve the percentage
allocations  you  specify.  You  can  change  your  allocations  at any  time by
contacting us in writing or by telephone.  The new allocation  will be effective
with the first rebalancing that occurs after we receive your request. We are not
responsible for rebalancing that occurs prior to receipt of your request.       

Example:                                                                        

         Assume  that you want  your  initial  purchase  payment  split  among 2
         Variable  Sub-Accounts.  You want  40% to be in the AIM  V.I.  Balanced
         Variable  Sub-Account and 60% to be in the Fidelity VIP Growth Variable
         Sub-Account.  Over the next 2 months  the bond  market  does  very well
         while  the  stock  market  performs  poorly.  At the  end of the  first
         quarter,  the AIM V.I. Balanced Variable Sub-Account now represents 50%
         of your  holdings  because of its  increase in value.  If you choose to
         have your holdings rebalanced  quarterly,  on the first day of the next
         quarter  we would  sell  some of your  units  in the AIM V.I.  Balanced
         Variable  Sub-Account  and use  the  money  to buy  more  units  in the
         Fidelity  VIP  Growth  Variable  Sub-Account  so  that  the  percentage
allocations would again be 40% and 60% respectively.          

The  Automatic  Portfolio  Rebalancing  Program  is  available  only  during the
Accumulation  Phase.  The transfers  made under the Program do not count towards
the 12 transfers you can make without paying a transfer fee, and are not subject
to a transfer fee.                                                              

Portfolio   rebalancing  is  consistent  with  maintaining  your  allocation  of
investments among market segments,  although it is accomplished by reducing your
Contract Value allocated to the better performing segments.                     

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EXPENSES                                                                        

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As a Contract  owner,  you will bear,  directly or  indirectly,  the charges and
expenses described below.                                                       

CONTRACT MAINTENANCE CHARGE                                                     

During the Accumulation  Phase, on each Contract  Anniversary,  we will deduct a
$30  contract  maintenance  charge  from your  Contract  Value  invested in each
Variable Sub-Account in proportion to the amount invested. We also will deduct a
full contract  maintenance  charge if you withdraw your entire  Contract  Value,
unless your Contract qualifies for a waiver,  described below. During the Payout
Phase, we will deduct the charge proportionately from each income payment.      

The  charge  is for the  cost of  maintaining  each  Contract  and the  Variable
Account.  Maintenance  costs include expenses we incur in billing and collecting
purchase payments;  keeping records;  processing death claims, cash withdrawals,
and policy changes; proxy statements;  calculating  Accumulation Unit Values and
income payments; and issuing reports to Contract owners and regulatory agencies.
We cannot increase the charge. We will waive this charge if:                    

o    total purchase payments equal $50,000 or more, or                          

o    all  of  your  money  is  allocated  to the  Fixed  Account  on a  Contract
Anniversary.                                                          

MORTALITY AND EXPENSE RISK CHARGE                                               

We deduct a mortality  and expense  risk charge daily at an annual rate of 1.15%
of the daily net assets you have  invested  in the  Variable  Sub-Accounts.  The
mortality  and expense risk charge is for all the insurance  benefits  available
with your  Contract  (including  our  guarantee  of annuity  rates and the death
benefits),  for certain  expenses of the  Contract,  and for  assuming  the risk
(expense  risk) that the current  charges  will be  sufficient  in the future to
cover the cost of administering the Contract.  If the charges under the Contract
are not sufficient, then we will bear the loss.                                 

We guarantee the mortality and expense risk charge and we cannot increase it. We
assess the mortality and expense risk charge during both the Accumulation  Phase
and the Payout Phase.                                                           

ADMINISTRATIVE EXPENSE CHARGE                                                   

We deduct an  administrative  expense charge daily at an annual rate of 0.10% of
the average daily net assets you have invested in the Variable Sub-Accounts.  We
intend  this  charge to cover  actual  administrative  expenses  that exceed the
revenues  from  the  contract   maintenance   charge.   There  is  no  necessary
relationship  between  the amount of  administrative  charge  imposed on a given
Contract and the amount of expenses that may be attributed to that Contract.  We
assess this charge each day during the Accumulation  Phase and the Payout Phase.
We guarantee that we will not raise this charge.                                

TRANSFER FEE                                                                    

We  do  not  currently   impose  a  fee  upon  transfers  among  the  investment
alternatives. However, we reserve the right to charge $10 per transfer after the
12th  transfer  in each  Contract  Year.  We will not charge a  transfer  fee on
transfers  that are part of a  Dollar  Cost  Averaging  or  Automatic  Portfolio
Rebalancing Program.                                                            

WITHDRAWAL CHARGE                                                               

We may assess a  withdrawal  charge of up to 7% of the purchase  payment(s)  you
withdraw  in excess of the  Preferred  Withdrawal  Amount,  adjusted by a Market
Value  Adjustment.  The charge  declines  by 1%  annually to 0% after 7 complete
years from the day we receive the purchase payment being  withdrawn.  A schedule
showing how the charge  declines  appears on page __. During each Contract Year,
you can  withdraw  up to 15% of  purchase  payments  without  paying the charge.
Unused  portions  of this 15%  "Preferred  Withdrawal  Amount"  are not  carried
forward to future Contract Years.                                               

We determine the withdrawal charge by:                                          

o    multiplying  the percentage  corresponding  to the number of complete years
since we received the purchase payment being withdrawn, times         

o    the part of each  purchase  payment  withdrawal  that is in  excess  of the
Preferred Withdrawal Amount, adjusted by a Market Value Adjustment.   

We will deduct  withdrawal  charges,  if  applicable,  from the amount paid. For
purposes of the withdrawal  charge, we will treat withdrawals as coming from the
oldest purchase payments first. However, for federal income tax purposes, please
note that  withdrawals  are  considered  to have come first from earnings in the
Contract.  Thus,  for tax purposes,  earnings are  considered to come out first,
which means you pay taxes on the earnings portion of your withdrawal.           

We do not apply a withdrawal charge in the following situations:                

o    on the  Payout  Start Date (a  withdrawal  charge may apply if you elect to
  receive income payments for a specified period of less than 120 months);

o    the death of the  Contract  owner  (Annuitant  if  Contract  owner is not a
natural person);                                                      

o    withdrawals  taken  to  satisfy  IRS  minimum  distribution  rules  for the
Contract; and                                                         

o    withdrawals made after all purchase payments have been withdrawn.          

We use the amounts obtained from the withdrawal  charge to pay sales commissions
and other  promotional or  distribution  expenses  associated with marketing the
Contracts.  To the extent  that the  withdrawal  charge does not cover all sales
commissions and other  promotional or distribution  expenses,  we may use any of
our  corporate  assets,  including  potential  profit  which may arise  from the
mortality and expense risk charge or any other  charges or fee described  above,
to make up any difference. 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 regarding any withdrawals.                                   

PREMIUM TAXES                                                                   

Currently,  we do not make  deductions  for  premium  taxes  under the  Contract
because New York does not charge premium taxes on annuities. We may deduct taxes
that may be imposed in the future from purchase  payments or the Contract  Value
when the tax is incurred or at a later time.                                    

DEDUCTION FOR VARIABLE ACCOUNT INCOME TAXES                                     

We are not currently  making a provision for taxes. In the future,  however,  we
may make a provision for taxes if we determine, in our sole discretion,  that we
will incur a tax as a result of the operation of the Variable  Account.  We will
deduct  for any  taxes we incur as a result  of the  operation  of the  Variable
Account,  whether or not we previously made a provision for taxes and whether or
not it was  sufficient.  Our status under the  Internal  Revenue Code is briefly
described in the Statement of Additional Information.                           

OTHER EXPENSES                                                                  

Each Portfolio  deducts  advisory fees and other  expenses from its assets.  You
indirectly bear the charges and expenses of the Portfolios whose shares are held
by the  Variable  Sub-Accounts.  These fees and  expenses  are  described in the
accompanying  prospectus for the Portfolios.  For a summary of these charges and
expenses,  see pages ___ above. We may receive  compensation from the investment
advisers or  administrators  of the  Portfolios for  administrative  services we
provide to the Portfolios.                                                      

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ACCESS TO YOUR MONEY                                                            

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You can  withdraw  some or all of your  Contract  Value at any time prior to the
Payout Start Date. Withdrawals also are available under limited circumstances on
or after the Payout Start Date. See "Income Plans" on page __.                  

The amount payable upon  withdrawal is the Contract Value next computed after we
receive the  request for a  withdrawal  at our service  center,  adjusted by any
Market Value  Adjustment,  less any  withdrawal  charges,  contract  maintenance
charges, income tax withholding, penalty tax, and any premium taxes. We will pay
withdrawals  from the Variable  Account within 7 days of receipt of the request,
subject to postponement in certain circumstances.                               

You can  withdraw  money  from the  Variable  Account or the Fixed  Account.  To
complete  a  partial  withdrawal  from  the  Variable  Account,  we will  cancel
Accumulation  Units in an  amount  equal to the  withdrawal  and any  applicable
withdrawal charge and premium taxes.                                            

You  must  name  the  investment  alternative  from  which  you are  taking  the
withdrawal.  If none is named,  then the  withdrawal  request is incomplete  and
cannot be honored.                                                              

In general,  you must  withdraw at least $50 at a time.  You also may withdraw a
lesser  amount  if you  are  withdrawing  your  entire  interest  in a  Variable
Sub-Account.                                                                    

If you request a total withdrawal, you must return your Contract to us.         

POSTPONEMENT OF PAYMENTS                                                        

We may postpone the payment of any amounts due from the Variable  Account  under
the Contract if:                                                                

1)   The New York Stock  Exchange  is closed for other  than usual  weekends  or
holidays, or trading on the Exchange is otherwise restricted;         

2)   An emergency exists as defined by the SEC; or                              

3)   The SEC permits delay for your protection.                                 

In addition, we may delay payments or transfers from the Fixed Account for up to
6 months or a shorter period if required by law. If we delay payment or transfer
for 10 business  days or more,  we will pay  interest  as  required by law.  Any
interest would be payable from the date we receive the withdrawal request to the
date we make the payment or transfer.                                           

SYSTEMATIC WITHDRAWAL PROGRAM                                                   

You  may  choose  to  receive  systematic  withdrawal  payments  on  a  monthly,
quarterly,  semi-annual,  or annual  basis at any time prior to the Payout Start
Date.  The  minimum  amount  of  each  systematic  withdrawal  is  $50.  At  our
discretion,  systematic  withdrawals may not be offered in conjunction  with the
Dollar Cost Averaging Program or the Automatic Portfolio Rebalancing Program.   

Depending on  fluctuations  in the net asset value of the Variable  Sub-Accounts
and the value of the Fixed Account,  systematic  withdrawals  may reduce or even
exhaust the Contract  Value.  Income taxes may apply to systematic  withdrawals.
Please consult your tax advisor before taking any withdrawal.                   

We will make systematic  withdrawal payments to you or your designated payee. 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 your  request  for a  partial  withdrawal  would  reduce  the  amount  in any
Guarantee  Period to less than $500,  we will treat it as a request to  withdraw
the entire  amount  invested in such  Guarantee  Period.  In  addition,  if your
request for a partial  withdrawal  would reduce the Contract  Value to less than
$1,000,  we may treat it as a request to withdraw  your entire  Contract  Value.
Your Contract  will  terminate if you withdraw all of your  Contract  Value.  We
will,  however,  ask you to confirm your withdrawal  request before  terminating
your  Contract.  If we terminate your  Contract,  we will  distribute to you its
Contract  Value,  adjusted  by any  applicable  Market  Value  Adjustment,  less
withdrawal and other charges, income tax withholding, and premium taxes.        

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INCOME PAYMENTS                                                                 

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PAYOUT START DATE                                                               

The Payout Start Date is the day that we apply your money to an Income Plan. The
Payout Start Date must be no later than the Annuitant's 90th birthday.          

You may change the Payout  Start Date at any time 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 stated in your Contract.              

INCOME PLANS                                                                    

An  "Income  Plan" is a series of  payments  on a  scheduled  basis to you or to
another  person  designated  by you.  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 (except as described below) or change your choice of Income Plan.   

Three  Income  Plans are  available  under the  Contract.  Each is  available to
provide:                                                                        

o        fixed income payments;                                                 
o        variable income payments; or                                           
o        a combination of the two.                                              

The three Income Plans are:                                                     

         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 (5 Years to
         30 Years).  Under this plan, we make periodic  income  payments for the
         period you have chosen. These payments do not depend on the Annuitant's
         life.  Income  payments  for less than 120  months  may be subject to a
         withdrawal charge. We will deduct the mortality and expense risk charge
         from variable income payments even though we may not bear any mortality
risk.                                                         

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 generally will be greater than the income payments
made under the same Income Plan with a minimum  specified  period for guaranteed
payments.                                                                       

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 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.                                                

Generally,  you may not make  withdrawals  after  the  Payout  Start  Date.  One
exception to this rule applies if you are  receiving  variable  income  payments
that do not depend on the life of the  Annuitant  (such as under Income Plan 3).
In that case you may  terminate  the  Variable  Account  portion  of the  income
payments at any time and  receive a lump sum equal to the  present  value of the
remaining  variable  payments  due. A  withdrawal  charge  may apply.  We deduct
applicable premium taxes from the Contract Value at the Payout Start Date.      

We may make other Income Plans available.  You may obtain information about them
by writing or calling us.                                                       

You must apply at least the  Contract  Value in the Fixed  Account on the Payout
Start Date to fixed  income  payments.  If you wish to apply any portion of your
Fixed Account balance to provide variable income payments, you should plan ahead
and transfer that amount to the Variable  Sub-Accounts prior to the Payout Start
Date. If you do not tell us how to allocate your Contract  Value among fixed and
variable  income  payments,  we will apply your  Contract  Value in the Variable
Account to variable income payments and your Contract Value in the Fixed Account
to fixed income payments.                                                       

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 Contract
Value is less than  $2,000 or not enough to  provide  an  initial  payment of at
least $20, and state law permits, we may:                                       

o    terminate  the  Contract and 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                  

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

VARIABLE INCOME PAYMENTS                                                        

The amount of your variable income payments depends upon the investment  results
of the Variable  Sub-Accounts you select, the premium taxes you pay, the age and
sex of the  Annuitant,  and the Income Plan you choose.  We  guarantee  that the
payments  will not be affected by (a) actual  mortality  experience  and (b) the
amount of our administration expenses.                                          

We cannot  predict  the total  amount of your  variable  income  payments.  Your
variable income  payments may be more or less than your total purchase  payments
because (a) variable  income  payments vary with the  investment  results of the
underlying  Portfolio and (b) the Annuitant could live longer or shorter than we
expect based on the tables we use.                                              

In calculating the amount of the periodic  payments in the annuity tables in the
Contract,  we  assumed  an  annual  investment  rate of 3%.  If the  actual  net
investment  return of the  Variable  Sub-Accounts  you  choose is less than this
assumed investment rate, then the dollar amount of your variable income payments
will decrease. The dollar amount of your variable income payments will increase,
however,  if the actual net  investment  return  exceeds the assumed  investment
rate. The dollar amount of the variable  income  payments stays level if the net
investment  return  equals the  assumed  investment  rate.  Please  refer to the
Statement of Additional  Information for more detailed  information as to how we
determine variable income payments.                                             

FIXED INCOME PAYMENTS                                                           

We guarantee  income  payment  amounts  derived  from the Fixed  Account for the
duration of the Income Plan. We calculate the fixed income payments by:         

1)   adjusting  the portion of the  Contract  Value in the Fixed  Account 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 6 months or such
shorter time as state law may require. If we defer payments for 10 business 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.  However,  we
reserve the right to use income  payment  tables that do not  distinguish on the
basis of sex to the  extent  permitted  by 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, you should consult with legal
counsel as to whether the purchase of a Contract is  appropriate.  For qualified
plans,  where it is  appropriate,  we may use income  payment tables that do not
distinguish on the basis of sex.                                                

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DEATH BENEFITS                                                                  

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

1)   any Contract owner dies or,                                                
2)   the Annuitant dies, if the Contract owner is not a natural 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(ies).                               

Death Benefit Amount                                                            

Prior to the Payout Start Date, the death benefit is equal to the greatest of:  

   1)   the Contract Value as of the date we determine the death benefit, or

     2)   the Settlement Value (that is, the amount payable on a full withdrawal
     of Contract Value) on the date we determine the death benefit, or

     3)   the  Contract  Value  on the  Death  Benefit  Anniversary  immediately
          preceding  the date we determine  the death  benefit,  adjusted by any
          purchase payments, withdrawal adjustment as defined below, and charges
          made  since  that  Death  Benefit   Anniversary.   A  "Death   Benefit
          Anniversary" is every seventh Contract Anniversary  beginning with the
          Issue  Date.  For  example,  the  Issue  Date,  7th and 14th  Contract
     Anniversaries are the first three Death Benefit Anniversaries, or

     4)   the greatest of the Anniversary Values as of the date we determine the
          death benefit.  An "Anniversary  Value" is equal to the Contract Value
          on a Contract  Anniversary,  increased by purchase payments made since
          that   anniversary  and  reduced  by  the  amount  of  any  withdrawal
          adjustment,  as defined  below,  since that  anniversary.  Anniversary
          Values will be calculated for each Contract  Anniversary  prior to the
earlier of:                                                 

(i)  the date we determine the death benefit, or            

          (ii) the deceased's  75th birthday or 5 years after the Issue Date, if
later.                                            

          The value of the death  benefit will be  determined  at the end of the
          Valuation  Date on which we receive a complete  request for payment of
the death benefit, which includes Due Proof of Death.       

The  withdrawal  adjustment  is equal to (a)  divided  by (b),  with the  result
multiplied by (c), where:                                                       

(a)  = the withdrawal amount,                                                   

(b)  = the Contract Value immediately prior to the withdrawal, and              

(c)  = the value of the applicable death benefit  alternative  immediately prior
to the withdrawal.                                                    

See Appendix B for an example  representative  of how the withdrawal  adjustment
applies.                                                                        

We will not settle any death claim until we receive Due Proof of Death.  We will
accept the following documentation as Due Proof of Death:                       

o    a certified copy of a death certificate; or                                

o    a certified copy of a decree of a court of competent  jurisdiction  as to a
finding of death; or                                                  

o    any other proof acceptable to us.                                          

Death Benefit Payments                                                          

A death benefit will be paid:                                                   

1)   if the Contract owner elects to receive the death benefit  distributed in a
single payment within 180 days of the date of death, and              

2)   if the death  benefit is paid as of the day the value of the death  benefit
is determined.                                                        

Otherwise,  the Settlement Value will be paid. The new Contract owner may make a
single  withdrawal  of any amount  within one year of the date of death  without
incurring a withdrawal  charge.  We are currently waiving the 180 day limit, but
we reserve the right to enforce the  limitation  in the future.  The  Settlement
Value paid will be the Settlement  Value next computed on or after the requested
distribution date for payment, or on the mandatory  distribution date of 5 years
after the date of death.                                                        

In any event,  the entire value of the  Contract  must be  distributed  within 5
years  after the date of death  unless an Income  Plan is elected or a surviving
spouse continues the Contract in accordance with the provisions described below.

If the  Contract  owner  eligible to receive the death  benefit is not a natural
person,  the Contract owner may elect to receive the distribution  upon death in
one or more distributions.                                                      

If the  Contract  owner is a natural  person,  the  Contract  owner may elect to
receive the death benefit  either in one or more  distributions,  or by periodic
payments through an Income Plan. Payments from the Income Plan must begin within
one year of the date of death and must be payable throughout:                   

o    the life of the Contract owner; or                                         

o    a period not to exceed the life expectancy of the Contract owner; or       

o    the life of the Contract owner with payments guaranteed for a period not to
exceed the life expectancy of the Contract owner.                     

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.  The
Contract  may only be  continued  once.  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.                                             

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MORE INFORMATION                                                                

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ALLSTATE NEW YORK                                                               

Allstate  New York is the issuer of the  Contract.  Allstate New York is a stock
life  insurance  company  organized  under  the laws of the  State of New  York.
Allstate  New York was  incorporated  in 1967 and was known as  "Financial  Life
Insurance  Company" from 1967 to 1978. From 1978 to 1984,  Allstate New York was
known as "PM Life Insurance  Company."  Since 1984 the company has been known as
"Allstate Life Insurance Company of New York."                                  

Allstate New York is currently  licensed to operate in New York. Our home office
is One Allstate Drive,  Farmingville,  New York 11738.  Our servicing  center is
located in Northbrook, Illinois.                                                

Allstate  New York is a wholly  owned  subsidiary  of  Allstate  Life  Insurance
Company ("Allstate Life"), a stock life insurance company incorporated under the
laws of the State of Illinois.  Allstate  Life is a wholly owned  subsidiary  of
Allstate  Insurance  Company,  a  stock  property-liability   insurance  company
incorporated under the laws of the State of Illinois.  With the exception of the
directors  qualifying shares,  all of the outstanding  capital stock of Allstate
Insurance Company is owned by The Allstate Corporation.                         

Several   independent   rating  agencies   regularly   evaluate  life  insurers'
claims-paying ability, quality of investments,  and overall stability. A.M. Best
Company  assigns  Allstate New York the financial  performance  rating of A+(g).
Standard  & Poor's  Insurance  Rating  Services  assigns  an AA+  (Very  Strong)
financial  strength  rating and  Moody's  assigns an Aa2  (Excellent)  financial
strength  rating  to  Allstate  New  York.  These  ratings  do not  reflect  the
investment  performance  of the  Variable  Account.  We may  from  time  to time
advertise these ratings in our sales literature.                                

THE VARIABLE ACCOUNT                                                            

Allstate New York  established the Allstate Life of New York Separate  Account A
on December 15, 1995. We have registered the Variable  Account with the SEC as a
unit investment trust. The SEC does not supervise the management of the Variable
Account or Allstate New York.                                                   

We own the assets of the Variable Account.  The Variable Account is a segregated
asset  account  under New York  law.  That  means we  account  for the  Variable
Account's  income,  gains and losses  separately  from the  results of our other
operations.  It also means that only the assets of the Variable Account that are
in excess of the reserves  and other  Contract  liabilities  with respect to the
Variable  Account are subject to liabilities  relating to our other  operations.
Our obligations arising under the Contracts are general corporate obligations of
Allstate New York.                                                              

The Variable Account consists of multiple Variable Sub-Accounts, 28 of which are
available  through  the  Contracts.  Each  Variable  Sub-Account  invests  in  a
corresponding  Portfolio.  We may add new Variable Sub-Accounts or eliminate one
or more of them,  if we believe  marketing,  tax, or  investment  conditions  so
warrant. We do not guarantee the investment performance of the Variable Account,
its Sub-Accounts or the Portfolios.  We may use the Variable Account to fund our
other annuity  contracts.  We will account  separately  for each type of annuity
contract funded by the Variable Account.                                        

THE PORTFOLIOS                                                                  

Dividends  and  Capital  Gain  Distributions.   We  automatically  reinvest  all
dividends and capital gains  distributions  from the Portfolios in shares of the
distributing Portfolio at their net asset value.                                

Voting  Privileges.  As a general matter, you do not have a direct right to vote
the shares of the Portfolios held by the Variable Sub-Accounts to which you have
allocated your Contract Value.  Under current law, however,  you are entitled to
give us  instructions on how to vote those shares on certain  matters.  Based on
our present view of the law, we will vote the shares of the  Portfolios  that we
hold directly or  indirectly  through the Variable  Account in  accordance  with
instructions  that we  receive  from  Contract  owners  entitled  to  give  such
instructions.                                                                   

As a general rule,  before the Payout Start Date,  the Contract  owner or anyone
with a voting interest is the person entitled to give voting  instructions.  The
number of shares that a person has a right to  instruct  will be  determined  by
dividing the Contract Value allocated to the applicable Variable  Sub-Account by
the net asset value per share of the  corresponding  Portfolio  as of the record
date of the meeting.  After the Payout Start Date, the person  receiving  income
payments has the voting interest. The payee's number of votes will be determined
by dividing the reserve for such Contract  allocated to the applicable  Variable
Sub-account by the net asset value per share of the corresponding Portfolio. The
votes decrease as income  payments are made and as the reserves for the Contract
decrease.                                                                       

We will vote shares  attributable  to  Contracts  for which we have not received
instructions, as well as shares attributable to us, in the same proportion as we
vote shares for which we have received instructions, unless we determine that we
may vote such shares in our own discretion. We will apply voting instructions to
abstain on any item to be voted on a pro-rata basis to reduce the votes eligible
to be cast.                                                                     

We reserve the right to vote  Portfolio  shares as we see fit without  regard to
voting  instructions  to the extent  permitted  by law. If we  disregard  voting
instructions,  we will include a summary of that action and our reasons for that
action in the next semi-annual financial report we send to you.                 

Changes  in  Portfolios.  If the shares of any of the  Portfolios  are no longer
available for investment by the Variable Account or if, in our judgment, further
investment in such shares is no longer  desirable in view of the purposes of the
Contract,  we may  eliminate  that  Portfolio and  substitute  shares of another
eligible investment  portfolio.  Any substitution of securities will comply with
the requirements of the 1940 Act. We also may add new Variable Sub-Accounts that
invest in additional mutual funds. We will notify you in advance of any changes.

Conflicts of Interest.  Certain of the Portfolios  sell their shares to Variable
Accounts underlying both variable life insurance and variable annuity contracts.
It is  conceivable  that in the future it may be  unfavorable  for variable life
insurance  Variable Accounts and variable annuity Variable Accounts to invest in
the same  Portfolio.  The boards of  directors of these  Portfolios  monitor for
possible  conflicts  among Variable  Accounts  buying shares of the  Portfolios.
Conflicts  could develop for a variety of reasons.  For example,  differences in
treatment  under tax and other  laws or the  failure  by a  Variable  Account to
comply  with such laws could  cause a  conflict.  To  eliminate  a  conflict,  a
Portfolio's  board of directors  may require a Variable  Account to withdraw its
participation in a Portfolio. A Portfolio's net asset value could decrease if it
had to sell  investment  securities  to pay  redemption  proceeds  to a Variable
Account withdrawing because of a conflict.                                      

THE CONTRACT                                                                    

Distribution.  Allstate Life Financial Services, Inc. ("ALFS"),  located at 3100
Sanders Road,  Northbrook,  Illinois  60062-7154,  serves as  distributor of the
Contracts. ALFS is a wholly owned subsidiary of Allstate Life Insurance Company.
ALFS is a  registered  broker  dealer under the  Securities  and Exchange Act of
1934, as amended  ("Exchange Act"), and is a member of the National  Association
of Securities Dealers, Inc.                                                     

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  6.25% of any purchase  payments.  These  commissions  are
intended to cover distribution  expenses. 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  New York  does  not pay  ALFS a  commission  for  distribution  of the
Contracts.  The underwriting agreement with ALFS provides that we will reimburse
ALFS for any liability to Contract  owners  arising out of services  rendered or
Contracts issued.                                                               

Administration.  We have primary  responsibility  for all  administration of the
Contracts  and the Variable  Account.  We provide the  following  administrative
services, among others:                                                         

o issuance of the Contracts; o maintenance of Contract owner records; o Contract
owner  services;  o calculation  of unit values;  o maintenance  of the Variable
Account; and o preparation of Contract owner reports.                           

We will send you Contract  statements  and  transaction  confirmations  at least
annually.  The annual  statement  details values and specific  Contract data for
each  particular  Contract.  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 will 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.                 

QUALIFIED PLANS                                                                 

If you use the Contract with a qualified 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.                              

LEGAL MATTERS                                                                   

Freedman, Levy, Kroll & Simonds, Washington, D.C., has advised Allstate New York
on  certain  federal  securities  law  matters.  All  matters  of New  York  law
pertaining  to the  Contracts,  including  the  validity  of the  Contracts  and
Allstate New York's right to issue such Contracts  under New York insurance law,
have been passed upon by Michael J.  Velotta,  General  Counsel of Allstate  New
York.                                                                           

YEAR 2000                                                                       

Allstate New York is heavily  dependent  upon complex  computer  systems for all
phases of its operations,  including  customer  service,  risk  management,  and
policy and  contract  administration.  Since many of Allstate  New York's  older
computer software programs recognize only the last two digits of the year in any
date,  some software may fail to operate  properly in or after the year 1999, if
the software is not reprogrammed or replaced,  ("Year 2000 Issue"). Allstate New
York believes that many of its  counterparties and suppliers also have Year 2000
Issues which could affect Allstate New York. In 1995, Allstate Insurance Company
commenced a plan intended to mitigate and/or prevent the adverse effects of Year
2000 Issues.  These strategies include normal development and enhancement of new
and  existing  systems,   upgrades  to  operating  systems  already  covered  by
maintenance  agreements and  modifications to existing systems to make them Year
2000 compliant.  The plan also includes  Allstate New York actively working with
its major  external  counterparties  and  suppliers to assess  their  compliance
efforts and Allstate New York's  exposure to them.  Allstate New York  presently
believes  that it will resolve the Year 2000 Issue in a timely  manner,  and the
financial impact will not materially affect its results of operations, liquidity
or financial position. Year 2000 costs are and will be expensed as incurred.    

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TAXES                                                                           

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The following discussion is general and is not intended as tax advice.  Allstate
New York 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 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:                      

1)   the Contract owner is a natural person,                          

     2)   the investments of the Variable  Account are "adequately  diversified"
according to Treasury Department regulations, and           

     3)   Allstate  New York is  considered  the owner of the  Variable  Account
assets for federal income tax purposes.                     

Non-natural  Owners.  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
is taxed as ordinary  income received or accrued by the owner during the taxable
year.  Please see the  Statement of Additional  Information  for a discussion of
several  exceptions  to the  general  rule for  Contracts  owned by  non-natural
persons.                                                                        

Diversification  Requirements.  For a Contract  to be treated as an annuity  for
federal income tax purposes,  the  investments  in the Variable  Account must be
"adequately  diversified"  consistent with standards  under Treasury  Department
regulations.  If the  investments  in the  Variable  Account are not  adequately
diversified, the contract will not be treated as an annuity contract for federal
income tax  purposes.  As a result,  the income on the Contract will be taxed as
ordinary  income  received  or accrued by the owner  during  the  taxable  year.
Although  Allstate New York does not have control over the  Portfolios  or their
investments, we expect the Portfolios to meet the diversification requirements. 

Ownership Treatment. The IRS has stated that you will be considered the owner of
Variable  Account assets if you possess  incidents of ownership in those assets,
such as the ability to exercise  investment control over the assets. At the time
the diversification  regulations were issued, the Treasury Department  announced
that the regulations do not provide guidance  concerning  circumstances in which
investor control of the Variable Account investments may cause an investor to be
treated as the owner of the  Variable  Account.  The  Treasury  Department  also
stated that future  guidance  would be issued  regarding  the extent that owners
could direct  sub-account  investments  without  being  treated as owners of the
underlying assets of the Variable Account.                                      

Your rights under the Contract are different than those  described by the IRS in
rulings  in which it found that  contract  owners  were not  owners of  Variable
Account  assets.  For  example,  you have the choice to  allocate  premiums  and
Contract  Values among more  investment  alternatives.  Also, you may be able to
transfer among  investment  alternatives  more  frequently than in such rulings.
These differences could result in you being treated as the owner of the Variable
Account. If this occurs,  income and gain from the Variable Account assets would
be  includible  in your  gross  income.  Allstate  New York  does not know  what
standards  will be set forth in any  regulations  or rulings  which the Treasury
Department  may issue.  It is possible  that future  standards  announced by the
Treasury  Department  could adversely affect the tax treatment of your Contract.
We reserve the right to modify the  Contract as  necessary to attempt to prevent
you from being  considered  the federal tax owner of the assets of the  Variable
Account.  However,  we make no guarantee that such  modification to the Contract
will be successful.                                                             

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 partial  withdrawal
under a Qualified Contract, 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,  after tax  contributions  to qualified  plans) bears to the
contract  value,  is excluded  from your income.  If you make a full  withdrawal
under a non-Qualified Contract or a Qualified Contract, the amount received will
be taxable only to the extent it exceeds the investment in the contract.        

"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. "Qualified distributions" from Roth IRAs are
not included in gross income.  "Qualified  distributions"  are any distributions
made more than 5 taxable years after the taxable year of the first  contribution
to any Roth IRA and which are:                                                  

o    made on or after the date the individual attains age 59 1/2,               

o    made to a beneficiary after the Contract owner's death,                    

o    attributable to the Contract owner being disabled, or                      

o    for a first time home purchase  (first time home purchases are subject to a
lifetime limit of $10,000).                                           

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. Except for certain Qualified
Contracts, any amount you receive as a loan under a Contract, and any assignment
or pledge (or agreement to assign or pledge) of the Contract Value is treated as
a withdrawal of such amount or portion.                                         

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.  If you elect variable annuity payments,  the amount excluded from
taxable  income is determined by dividing the  investment in the Contract by the
total number of expected  payments.  The annuity  payments will be fully taxable
after the total amount of the investment in the Contract is excluded using these
ratios.  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.                                      

Taxation of Annuity Death  Benefits.  Death of a Contract owner, or death of the
Annuitant  if the  Contract  is  owned by a  non-natural  person,  will  cause a
distribution  of death  benefits  from a Contract.  Generally,  such amounts are
included in income as follows:                                                  

     1)   if distributed in a lump sum, the amounts are taxed in the same manner
as a full withdrawal, or                                    

     2)   if distributed  under an annuity option,  the amounts are taxed in the
          same  manner  as an  annuity  payment.  Please  see the  Statement  of
          Additional  Information  for  more  detail  on  distribution  at death
requirements.                                               

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:                   

1)   made on or after the date the Contract owner attains age 59 1/2; 

2)   made as a result of the Contract owner's death or disability;    

     3)   made in substantially equal periodic payments over the owner's life or
life expectancy,                                            

4)   made under an immediate annuity; or                              

 5)   attributable to investment in the contract before August 14, 1982.

You should consult a competent tax advisor to determine if any other  exceptions
to the  penalty  apply  to your  situation.  Similar  exceptions  may  apply  to
distributions from Qualified Contracts.                                         

Aggregation of Annuity Contracts.  All non-qualified  deferred annuity contracts
issued by  Allstate  New York (or its  affiliates)  to the same  Contract  owner
during any calendar year will be aggregated and treated as one annuity  contract
for purposes of determining the taxable amount of a distribution.               

TAX QUALIFIED CONTRACTS                                                         

The income on qualified  plan and IRA  investments  is tax deferred and variable
annuities  held by such plans do not receive any  additional  tax deferral.  You
should review the annuity features,  including all benefits and expenses,  prior
to purchasing a variable annuity in a qualified plan or IRA.                    

Contracts may be used as investments with certain qualified plans such as:      

o    Individual Retirement Annuities or Accounts (IRAs) under Section 408 of the
Code;                                                                 

o    Roth IRAs under Section 408A of the Code;                                  

o    Simplified Employee Pension Plans under Section 408(k) of the Code;        

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

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

o    Corporate and Self Employed Pension and Profit Sharing Plans; and          

o    State  and  Local   Government   and   Tax-Exempt   Organization   Deferred
Compensation Plans.                                                   

Allstate New York reserves the right to limit the  availability  of the Contract
for use with any of the  qualified  plans listed  above.  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.                                        

Restrictions Under Section 403(b) Plans. Section 403(b) of the Tax 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 December 31, 1988, and all earnings on salary reduction
contributions, may be made only:                                                

1)   on or after the date the employee                                

o    attains age 59 1/2,                                    

o    separates from service,                                

o    dies,                                                  

o    becomes disabled, or                                   

     2)   on account of hardship (earnings on salary reduction contributions may
not be distributed on account of hardship).                 

These  limitations  do not  apply  to  withdrawals  where  Allstate  New York is
directed to transfer some or all of the Contract Value to another 403(b) plan.  

INCOME TAX WITHHOLDING                                                          

Allstate New York 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  Qualified
Contracts, excluding IRAs, with the exception of:                               

1)   required minimum distributions, or                               

     2)   a series of substantially  equal periodic  payments made over a period
of at least 10 years, or,                                   

3)   over the life (joint lives) of the participant (and beneficiary).

Allstate New York may be required to withhold  federal and state income taxes on
any distributions from non-Qualified  Contracts or Qualified  Contracts that are
not eligible  rollover  distributions,  unless you notify us of your election to
not have taxes withheld.                                                        

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ANNUAL REPORTS AND OTHER DOCUMENTS                                              

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

Allstate New York's annual  report on Form 10-K for the year ended  December 31,
1998 and its Form 10-Q reports for the quarters  ended March 31, 1999,  June 30,
1999 and September 30, 1999 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 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. 0000948255.  The SEC maintains a Web
site  that  contains  reports,   proxy  and  information  statements  and  other
information  regarding  registrants that file  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  94038,  Palatine,  Illinois
60094-4038 (telephone:                                                          
1-800-692-4682).                                                                

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PERFORMANCE INFORMATION                                                         

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

We may advertise the performance of the Variable  Sub-Accounts,  including yield
and total  return  information.  Yield  refers  to the  income  generated  by an
investment  in a Variable  Sub-Account  over a specified  period.  Total  return
represents  the  change,  over a  specified  period of time,  in the value of an
investment in a Variable Sub-Account after reinvesting all income distributions.

All performance  advertisements will include, as applicable,  standardized yield
and total return  figures that reflect the deduction of insurance  charges,  the
contract maintenance charge, and withdrawal charge.  Performance  advertisements
also may include  total return  figures that reflect the  deduction of insurance
charges,  but not the contract  maintenance or withdrawal charges. The deduction
of such charges would reduce the  performance  shown.  In addition,  performance
advertisements may include aggregate,  average,  year-by-year, or other types of
total return figures.                                                           

Performance  information for periods prior to the inception date of the Variable
Sub-Accounts  will be based on the historical  performance of the  corresponding
Portfolios for the periods  beginning with the inception dates of the Portfolios
and adjusted to reflect  current  Contract  expenses.  You should not  interpret
these figures to reflect actual historical performance of the Variable Account. 

We may include in  advertising  and sales  materials  tax  deferred  compounding
charts and other  hypothetical  illustrations that compare currently taxable and
tax  deferred   investment   programs  based  on  selected  tax  brackets.   Our
advertisements  also may compare the  performance  of our Variable  Sub-Accounts
with: (a) certain unmanaged market indices, including but not limited to the Dow
Jones  Industrial  Average,  the Standard & Poor's 500, and the Shearson  Lehman
Bond Index;  and/or (b) other  management  investment  companies with investment
objectives  similar to the underlying  funds being  compared.  In addition,  our
advertisements   may  include  the  performance   ranking  assigned  by  various
publications,  including  the  Wall  Street  Journal,  Forbes,  Fortune,  Money,
Barron's,  Business Week, USA Today, and statistical services,  including Lipper
Analytical  Services  Mutual Fund Survey,  Lipper Annuity and Closed End Survey,
the Variable Annuity Research Data Survey, and SEI.                             

S-3/A 27th “Page” of 34 TOC 1st Previous Next ↓Bottom Just 27th
        APPENDIX A

         MARKET VALUE ADJUSTMENT

The Market Value Adjustment is based on the following:                          

       I = the Treasury Rate for a maturity  equal to the  applicable  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,  transfer or death benefit request,  or from the Payout Start
Date to the end of the Guarantee Period.                          

       J = the Treasury  Rate for a maturity of length N for the week  preceding
       the receipt of the withdrawal, transfer, death benefit, or income payment
       request.  If a note  with a  maturity  of  length N is not  available,  a
       weighted  average  will be used.  If N is one year or less, J will be the
1-year Treasury Rate.                                             

       Treasury Rate means the U.S.  Treasury Note  Constant  Maturity  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  transferred,  withdrawn  (in  excess  of the
Preferred  Withdrawal Amount),  paid as a death benefit, or applied to an Income
Plan,  from a  Guarantee  Period at any time other than during the 30 day period
after such Guarantee Period expires.                                            

S-3/A 28th “Page” of 34 TOC 1st Previous Next ↓Bottom Just 28th
         EXAMPLES OF MARKET VALUE ADJUSTMENT

                                                        [Enlarge/Download Table]


                                                                                                                
Purchase Payment:                                 $10,000 allocated to a Guarantee                              
Period                                                                                                          
Guarantee Period:                                 5 years                                                       
Guaranteed Interest Rate:                         4.50%                                                         
5 Year Treasury Rate at the time the                                                                            
Guarantee Period is established:                  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 End of Contract Year 3:       10,000.00 X (1.045)3 = $11,411.66             

Step 2. Calculate the Preferred Withdrawal Amount:                .15 X 10,000.00 = $1,500.00                   

Step 3. Calculate the Market Value Adjustment:                    I     =           4.5%                        
                                                                  J     =           4.2%                        
                                                                                    730 Days                    
                                                                                 --------                       
                                                                  N     =           365 days       = 2          

                                                                  Market Value Adjustment Factor: .9 X (I-J) X N

                                                                  = .9 X (.045 - .042)                          
X (730/365) = .0054                                                                                             

                                                                  Market   Value Adjustment   =                 
                                                                  Market   Value Adjustment                     
                                                                  Factor   X Amount Subject                     
                                                                  to  Market Value Adjustment:                  

                                                                   = .0054 X (11,411.66-1,500.00) = $53.52      

Step 4. Calculate the Withdrawal Charge:                          .05 X (10,000.00 - 1,500.00 + 53.52)=$427.68  

Step 5. Calculate the amount received by Customers as a                                                         
result of full withdrawal at the end of Contract Year 3:          11,411.66 - 427.68 + 53.52 = $11,037.50       

S-3/A 29th “Page” of 34 TOC 1st Previous Next ↓Bottom Just 29th
        EXAMPLE 2: (Assumes rising interest rates)

                                                        [Enlarge/Download Table]


                                                                                                                   
Step 1. Calculate Contract Value at End of Contract Year 3:  10,000.00 X (1.045)3 = $11,411.66                     

Step 2. Calculate the Preferred Withdrawal Amount:           .15 X (10,000.00)= $1,500.00                          

Step 3. Calculate the Market Value Adjustment:               I     = 4.5%                                          
                                                             J     = 4.8%                                          

                                                                     730 days                                      
                                                                     --------                                      
                                                             N     = 365 days       = 2                            

                                                             Market Value Adjustment Factor: .9 X (I-J) X N        

                                                             = .9 X (.045 -                                        
 .048) X (730/365) = -.0054                                                                                        

                                                             Market  Value Adjustment  =  Market  Value  Adjustment
                                                             Factor X Amount Subject to Market Value Adjustment    

                                                              = -.0054 X (11,411.66 - 1,500) = - $53.52            

Step 4. Calculate the Withdrawal Charge:                     .05 X (10,000.00 - 1,500 - 53.52) = $422.32           

Step 5. Calculate the amount received by customers as a                                                            
result of full withdrawal at the end of Contract Year 3:     11,411.66 - 422.32 - 53.52 = $10,935.82               


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        APPENDIX B
         WITHDRAWAL ADJUSTMENT EXAMPLE

Issue Date:  January 1, 1999                                                    

Initial Purchase Payment:  $50,000                                              

                                                        [Enlarge/Download Table]


                                                                  Death Benefit Amount             

                            Contract                   Contract           Death                    
                            Value Before  Transaction   Value            Benefit          Greatest 
                            Occurrence      Amount      After          Anniversary      Anniversary
Date    Type of Occurrence                             Occurrence         Value           Value    

                                                                                                   
1/1/99  Issue Date               -           $50,000        $50,000     $50,000          $50,000   
1/1/00  Contract Anniversary   $55,000           -          $55,000     $50,000          $55,000   
7/1/00  Partial Withdrawal     $60,000       $15,000        $45,000     $37,500          $41,250   


Withdrawal  adjustment  equals  the  partial  withdrawal  amount  divided by the
Contract Value  immediately  prior to the partial  withdrawal  multiplied by the
value of the applicable death benefit amount  alternative  immediately  prior to
the partial withdrawal.                                                         

                                                        [Enlarge/Download Table]


                                                                                                        
Death Benefit Anniversary Value Death Benefit                                                           
Partial Withdrawal Amount                                                                   (w)  $15,000
Contract Value Immediately Prior to Partial Withdrawal                                      (a)  $60,000
Value of Applicable Death Benefit Amount Immediately Prior to Partial Withdrawal            (d)  $50,000
Withdrawal Adjustment                                                             [(w)/(a)]*(d)  $12,500
Adjusted Death Benefit                                                                           $37,500

Greatest Anniversary Value Death Benefit Partial Withdrawal Amount                          (w)  $15,000
Contract Value Immediately Prior to Partial Withdrawal                                      (a)  $60,000
Value of Applicable Death Benefit Amount Immediately Prior to Partial Withdrawal            (d)  $55,000
Withdrawal Adjustment                                                              [(w)/a)]*(d)  $13,750
Adjusted Death Benefit                                                                           $41,250

This example represents the proportional reduction applicable in all contracts.                         


S-3/A 31st “Page” of 34 TOC 1st Previous Next ↓Bottom Just 31st
STATEMENT OF ADDITIONAL INFORMATION                           
TABLE OF CONTENTS                     

Description                                                               Page  

Additions, Deletions or Substitutions of Investments......................      
The Contract..............................................................      
   Purchases........................................................
   Tax-free Exchanges (1035 Exchanges, Rollovers and Transfers).....
Performance Information...................................................      
Calculation of Accumulation Unit Values...................................      
Calculation of Variable Income Payments...................................      
General Matters...........................................................      
   Incontestability.................................................
   Settlements......................................................
   Safekeeping of the Variable Account's Assets.....................
   Premium Taxes....................................................
   Tax Reserves.....................................................
Federal Tax Matters.......................................................      
Qualified Plans...........................................................      
Experts...................................................................      
Financial Statements......................................................      

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

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.                          

[back cover]

S-3/A 32nd “Page” of 34 TOC 1st Previous Next ↓Bottom Just 32nd
PART II 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.                            

         The  By-laws  of   Allstate   Life   Insurance   Company  of  New  York
("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.                                                             

Exhibit No.       Description                                                   

(1)  Form  of  Underwriting  Agreement  (Incorporated  herein  by  reference  to
Pre-Effective  Amendment  No.  1 to  Registrant's  Form  N-4  Registration      
Statement (File No. 033-65381) dated September 20, 1996.)                       

(2)  None                                                                       

(4) (a) Form of AIM Lifetime  Plus(SM)  Variable Annuity Contract  (Incorporated
herein by reference to  Pre-Effective  Amendment No. 1 to Form N-4  Registration
Statement of Allstate Life of New York Separate  Account A (File No.  033-65381)
dated September 20, 1996.)                                                      

(4) (b)Form of AIM Lifetime Plus(SM) II Variable Annuity Contract  (Incorporated
herein by reference to  Post-Effective  Amendment No. 4 to Form N-4 Registration
Statement of Allstate Life of New York Separate  Account A (File No.  033-65381)
dated November 12, 1999.)                                                       

(4)(c) Form of Allstate Custom Portfolio Variable Annuity Contract (Incorporated
herein by reference to Form N-4  Registration  Statement of Allstate Life of New
York Separate Account A (File No. 333-94785) dated January 14, 2000.)           

(5)(a) Opinion and Consent of General Counsel re: Legality  (Incorporated herein
by reference to Pre-Effective Amendment No. 1 to Form S-3 Registration Statement
of  Allstate  Life  Insuance  Company  of New York  (File No.  033-65355)  dated
September 20, 1996.)                                                            

(5)(b) Opinion and Consent of General Counsel re: Legality  (Incorporated herein
by  reference  to  Post-Effective  Amendment  No.  4 to  Form  S-3  Registration
Statement of Allstate Life  Insurance  Company of New York (File No.  033-65355)
dated November 23, 1999.)                                                       

(5)(c) Opinion and Consent of General Counsel re: Legality                      

(8) None                                                                        

(11) None                                                                       

(12) None                                                                       

(15) None                                                                       

(23)(a) Independent Auditors' Consent                                           

(23)(b) Consent of Attorneys                                                    

(24)(a)Powers of Attorney for Marcia D. Alazraki,  Cleveland Johnson,  Jr., John
R. Raben,  Jr., Sally A. Slacke,  Samuel H. Pilch,  Kevin R. Slawin,  Michael J.
Velotta  and  Thomas  J.  Wilson,  II,  (Incorporated  herein  by  reference  to
Registrant's  Form S-3 Registration  Statement (File No. 333-86007) dated August
27, 1999.)                                                                      

(24)(b) Power of Attorney for Vincent A. Fusco, filed herewith.                 

(25) None                                                                       

(26) None                                                                       

(27) Not applicable                                                             

(99) Form of Resolution of Board of Directors  (Incorporated herein by reference
to  Post-Effective  Amendment No. 5 to Registrant's  Form S-1  Registration   
Statement (File No. 033-47245) dated April 1, 1997.)                          

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;                              

     (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;
and                                                         

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) 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.                                                                       

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  of New  York,  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.    

S-3/A 33rd “Page” of 34 TOC 1st Previous Next ↓Bottom Just 33rd
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Registrant certifies
that  it has  reasonable  grounds  to  believe  that  it  will  meet  all of the
requirements   for  filing  on  Form  S-3  and  has  duly  caused  this  amended
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  and its seal to be  hereunto  affixed  and  attested,  in the
Township of Northfield, State of Illinois on the 14th day of February, 2000.    

 ALLSTATE LIFE INSURANCE COMPANY
 OF NEW YORK
(REGISTRANT)

(SEAL)                                                                          

                           By: /s/MICHAEL J. VELOTTA
                               ---------------------
                            Michael J. Velotta
                                       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 and on the
14th day of February, 2000.                                                     

*/THOMAS J. WILSON, II                 President and Director                   
-----------------------                 (Principal Executive Officer)           
Thomas J. Wilson, II                                                      

**/VINCENT A. FUSCO                    Director and Chief Operations Officer    
-----------------------------                                                   
Vincent A. Fusco                                                          

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

*/KEVIN R. SLAWIN                      Vice President and Director              
-------------------                     (Principal Financial Officer)           
Kevin R. Slawin                                                           

*/SAMUEL J. PILCH                      Controller                               
-----------------------                 (Principal Accounting Officer)          
Samuel H. Pilch                                                           

*/MARCIA D. ALAZRAKI                   Director                                 
---------------------                                                           
Marcia D. Alazraki                                                        

*/CLEVELAND JOHNSON, JR.               Director                                 
-------------------------                                                       
Cleveland Johnson, Jr.                                                    

*/JOHN R. RABEN, JR.                   Director                                 
----------------------                                                          
John R. Raben, Jr.                                                        

*/SALLY A. SLACKE                      Director                                 
----------------------                                                          
Sally A. Slacke                                                           

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

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EXHIBIT LIST

The following exhibits are filed herewith:                                      

Exhibit No.       Description                                                   

(5)               Opinion and Consent of General Counsel                        
(23)(a)           Independent Auditors' Consent                                 
(23)(b)           Consent of Attorneys                                          
(24)(b)           Power of Attorney for Vincent A. Fusco

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-3/A’ Filing	Date	First	Last	Other Filings

Filed on:	2/14/00	1
	1/14/00	32
	11/23/99	32		POS AM
	11/12/99	32		10-Q
	9/30/99	13	25	10-Q
	8/27/99	32		S-3, S-3/A
	6/30/99	25		10-Q
	3/31/99	25		10-Q
	1/1/99	30
	12/31/98	10	25	10-K
	12/31/97	13		10-K
	4/1/97	32		POS AM, POS AMI
	9/20/96	32
	12/15/95	23
				List all Filings

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/27/21  Allstate Life Ins Co. of New York S-1/A       4/26/21  110:22M                                    Workiva Inc Wde… FA01/FA
 4/21/21  Allstate Life Ins Co. of New York CORRESP¶    4/01/24    1:2.7M                                   Workiva Inc Wde… FA01/FA
 3/30/21  Allstate Life Ins Co. of New York S-1                  112:22M                                    Workiva Inc Wde… FA01/FA

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Filing Submission 0000945094-00-000027 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Allstate Life Insurance Co of New York – ‘S-3/A’ on 2/14/00

On: Monday, 2/14/00 · Accession #: 945094-0-27 · File #: 333-95703

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3Filing Table of Contents

S-3/A — Alny HsbcDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

3 Subsequent Filings that Reference this Filing

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

S-3/A — Alny Hsbc
Document Table of Contents