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Mail Stop 3561
December 23, 2005
Douglas K. Johnson
President of AMACAR Pacific Corp.,
Administrator of Allstate Life Global Funding
and Allstate Life Global Funding Trusts
6525 Morrison Boulevard, Suite 318
Charlotte, NC 28211
Michael J. Velotta
Senior Vice President,
General Counsel and Secretary
of Allstate Life Insurance Company
3100 Sanders Road
Northbrook, IL 60062
Re: Allstate Life Global Funding
Allstate Life Insurance Company
Amendment No. 1 to Registration Statement on Form S-3
Filed November 29, 2005
File No. 333-129157
Dear Sirs:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. We note your response to our prior comment no. 1. We are
discussing this comment and your response with the Office of Chief
Counsel and may have additional comments in the next round.
2. We reissue previous comment no. 2. We note your response but
are
unable to see how your situation is different from other
registrants
using Regulation AB.
3. We note your clarification provided in response to our prior
comment no. 8. However, consistent with Item 1103(a)(1) please
revise the Summary section of the prospectus supplement to also
clarify that JP Morgan Trust Company, National Association will
perform the functions of the servicer.
Prospectus Supplement - Secured Medium Term Notes
Floating Rate Notes, page S-51
4. We note your response to previous comment no. 15 and are not
persuaded by it. It appears that the embedded put, which would
not
convert to cash by its own terms but would permit the election to
do
so by the ultimate holder of the securities, is an impermissible
asset. Please revise to eliminate this asset or provide a legal
analysis.
Base Prospectus
Signatures, page II-7
5. We note your response to prior comment no. 21. In the next
amendment please revise to have your signature page signed in
accordance with instructions 1 and 2 under Signatures for Form S-
3.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact John Stickel at (202) 551-3324 or me at (202)
551-3755 if you have any questions.
Sincerely,
Max A. Webb
Assistant Director
cc: Via Facsimile (212) 649-9495
John M. Schwolsky
LeBoeuf, Lamb, Greene & MacRae LLP
125 West 55th Street
New York, NY 10019
Allstate Life Global Funding
Allstate Life Insurance Company
December 23, 2005
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