Allstate Life Insurance Company Supplement, dated September ...

Allstate Life Insurance Company Supplement, dated September 24, 2009, to the Allstate? ChoiceRate Annuity Prospectus; the Allstate? MarketSmart Annuity Prospectus; and the Allstate? Treasury-Linked Annuity Plus Prospectus

This supplement amends certain disclosure contained in the above-referenced prospectus for certain annuity contracts issued by Allstate Life Insurance Company. The following section is added to the prospectus: WRITTEN REQUESTS AND FORMS IN GOOD ORDER. Written requests must include sufficient information and/or documentation, and be sufficiently clear, to enable us to complete your request without the need to exercise discretion on our part to carry it out. You may contact our Customer Service Center to learn what information we require for your particular request to be in "good order." Additionally, we may require that you submit your request on our form. We reserve the right to determine whether any particular request is in good order, and to change or waive any good order requirements at any time. If you have any questions, please contact your financial representative or call our Customer Service Center at 1-800-755-5275. For future reference, please keep this supplement together with your prospectus.

Prod Sup 8

Allstate? MarketSmart Annuity

Allstate Life Insurance Company Street Address: 2940 S. 84th Street, Lincoln, NE 68506-4142 Mailing Address: P.O. Box 80469, Lincoln, NE 68501-0469 Telephone Number: 1-800-203-0068 Fax Number: 1-866-628-1006

Prospectus dated May 1, 2008

Allstate Life Insurance Company ("Allstate Life") is offering the Allstate? MarketSmart Annuity, a group and individual single premium deferred annuity contract ("Contract"). This prospectus contains information about the Contract that you should know before investing. Please keep it for future reference.

The Contracts are available through Allstate Distributors, L.L.C., the principal underwriter for the Contracts.

IMPORTANT NOTICES

The Securities and Exchange Commission ("SEC") 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 financial institutions or by employees of such banks. 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.

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.

The Contracts are not FDIC insured.

The Contracts may not be available in all states.

1 PROSPECTUS

Ta b l e o f C o n t e n t s

Overview Important Terms The Contract at a Glance How the Contract Works

Contract Features The Contract Contract Owner Annuitant Beneficiary Modification of the Contract Assignment Purchases and Contract Value Purchase Payment Contract Value Trial Examination Period Interest Rates Index How We Credit Interest Bail Out Option Expenses Withdrawal Charge Premium Taxes

Page

3 4 5

6 6 6 6 7 7 7 7 7 7 7 8 8 10 11 11 12

Access to Your Money Systematic Withdrawal Program Postponement of Payments Minimum Contract Value

Income Payments Payout Start Date Income Plans Income Payments Certain Employee Benefit Plans

Death Proceeds Death Proceeds Payments

Other Information More Information: Allstate Life The Contract Annuities held within a Qualified Plan Legal Matters Taxes Taxation of Allstate Life Insurance Company Taxation of Fixed Annuities in General Income Tax Withholding Tax Qualified Contracts Annual Reports and Other Documents Annual Statements Appendix A - Market Value Adjustment

Page

13 13 13 13 13 13 13 14 14 15 15

16 16 16 17 17 18 18 18 20 20 25 25 26

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Important Terms

This prospectus uses a number of important terms with which you may not be familiar. The index below identifies the page that describes each term. The first use of each term in this prospectus appears in bolded text.

Accumulation Phase Allstate Life ("We") Annuitant Beneficiary Bail Out Option Crediting Options *Contract Contract Owner ("You") Contract Value Death Proceeds Due Proof of Death Free Withdrawal Amount Income Plans

Page

5 16

6 6 10 5 6 5 4 5 15 11 5

Index Issue Date Market Value Adjustment Market Value Adjustment Period Maximum Interest Rate Minimum Interest Rate Payout Phase Payout Start Date Tax Qualified Contracts Right to Cancel SEC Systematic Withdrawal Program Trial Examination Period

Page

8 5 9 9 8 8 5 5 20 4 1 13 4

* In certain states a Contract is available only as a group Contract. In these states we issued you a certificate that represents your ownership and summarizes the provisions of the group Contract. 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.

Purchase Payment Right to Cancel Expenses

Market-Linked Interest

Systematic Withdrawal Program Income Payments Death Proceeds Withdrawals

You can purchase a Contract with as little as $10,000. This Contract allows for only one purchase payment.

You may cancel your Contract within 20 days of receipt or any longer period your state may require ("Trial Examination Period") and receive a full refund of your purchase payment less any withdrawals.

You will bear the following expenses:

? During the first seven Contract Years, a withdrawal charge ranging from 5%-7% will apply to withdrawals in excess of the Free Withdrawal Amount.

? A Market Value Adjustment (which can be positive or negative) may apply to withdrawals in excess of the Free Withdrawal Amount.

? State premium tax (if your state imposes one).

The Contract offers fixed annual interest rates that we guarantee -- the specific rate applied at the end of each Contract Year is contingent upon whether the Index at the end of the Contract Year is higher or lower than it was at the beginning of that Contract Year (See "How We Credit Interest," on page 8). To find out current rates and crediting options, please call us at 1-800-203-0068.

You may choose to receive systematic withdrawal payments on a monthly, quarterly, semi-annual, or annual basis.

The Contract offers three income payment plans:

? life income with or without guaranteed payments;

? a joint and survivor life income with or without guaranteed payments; or

? guaranteed payments for a specified period (5 to 50 years)

If you, or the Annuitant (if the Contract Owner is a non-living person), dies before the Payout Start Date, we will pay the Death Proceeds as described in the Contract.

You may withdraw some or all of your Contract value ("Contract Value") at any time prior to the Payout Start Date. A withdrawal charge and/or a Market Value Adjustment may apply. For federal income tax purposes, withdrawals taken prior to the Payout Start Date are generally considered to come from the earnings in the Contract first. If the Contract is tax-qualified, generally all withdrawals are treated as distributions of earnings. Withdrawals of earnings are taxed as ordinary income and, if taken prior to age 59 ?, may be subject to an additional 10% federal tax penalty.

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