**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-K/A**

**AMENDMENT NO. 1**

| **[ X ]** | **Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934** |
|-----------|------------------------------------------------------------------------------------------|

**For the fiscal year ended December 31, 2008**

| **[** | **]** | **Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934** |
|-------|-------|----------------------------------------------------------------------------------------------|

**For the Transition period from to**

**Commission File Number 001-32192**

 

**ALLSTATE LIFE GLOBAL FUNDING TRUST 2008-5**(the “Trust”)

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

**ALLSTATE LIFE GLOBAL FUNDING**(the “Depositor”)

(EXACT NAME OF DEPOSITOR AS SPECIFIED IN ITS CHARTER)

**ALLSTATE LIFE INSURANCE COMPANY**(the “Sponsor”)

(EXACT NAME OF SPONSOR AS SPECIFIED IN ITS CHARTER)

| **Delaware**                            | **Not Applicable**                   |
|-----------------------------------------|--------------------------------------|
| (State or Other Jurisdiction of         | (I.R.S. Employer Identification No.) |
| Incorporation or Organization)          |                                 |
| **c/o AMACAR Pacific Corp.**            |                                 |
| **6525 Morrison Boulevard, Suite 318**  |                                 |
| **Charlotte, North Carolina**           | **28211**                            |
| (Address of Principal Executive Office) | (Zip Code)                           |

 

**Registrant’s telephone number, including area code: (704) 365-0569**

**Securities Registered Pursuant to Section 12(b) of the Act:**

| **Title of Each Class** | **Name of Each Exchange on Which Registered** |
|-------------------------|-----------------------------------------------|
| **None**                | **None**                                      |

 

**Securities Registered Pursuant to Section 12(g) of the Act:**

**Floating Rate Secured Medium Term Notes due 2010 of the Trust** (the “Notes”)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [ X ]

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]

 

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer [ ]           Accelerated filer [ ]Non-accelerated filer [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes [ ] No [ X ]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal            quarter.

Not applicable.

 

**EXPLANATORY NOTE**

This Amendment No. 1 on Form 10-K/A is being filed for the purpose of amending Item 1122 of Regulation AB and the Servicer Compliance Statement (filed as Exhibit 35) of Item 1123 of Regulation AB. All other Items of the original filing on Form 10-K made on March 31, 2009 are unaffected by the changes to Item 1122 and Exhibit 35 and such Items have not been included in this Amendment.            Information in this Form 10-K/A is generally stated as of December 31, 2008 and does not reflect any subsequent information or events other than the revised Item 1122 and Exhibit 35. 

 

**PART III**

 

**The following substitute information is included in accordance with General Instruction J(2) to Form 10-K:**

 

**Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.**

 

The Bank of New York Mellon Trust Company, N.A., as trustee (the “Servicing Participant”), has been identified by the Registrant as a party participating in the servicing function during the reporting period with respect to the pool assets held by the Trust. The Servicing Participant has completed a report on an assessment of compliance with the servicing criteria (the            “Report on Assessment”) during the Trust’s fiscal year ending December 31, 2008, which Report on Assessment is attached as Exhibit 33 to this Annual Report Form 10-K. In addition, the Servicing Participant has provided an attestation report (the “Attestation Report”) by a registered independent public accounting firm regarding its Report on Assessment. The Attestation Report is attached as Exhibit 34 to this Annual Report Form 10-K. The material            instances of non-compliance identified on Schedule A of the Report on Assessment do not apply to the Servicing Participant’s performance under the Indenture.

 

**Item 1123 of Regulation AB. Servicer Compliance Statement.**

 

The Bank of New York Mellon Trust Company, N.A., as trustee (the “Servicer”), has been identified by the registrant as a servicer during the reporting period with respect to the pool assets held by the Trust. The Servicer has provided a compliance statement (the “Servicer Compliance Statement”), signed by an authorized officer, which is attached as Exhibit            35 to this Annual Report Form 10-K. 

 

 

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**PART IV**

| **Item 15.** | **Exhibits, Financial Statement Schedules and Reports on Form 8-K.** |
|--------------|----------------------------------------------------------------------|

 

|   | (a) | List of Documents Filed as a Part of This Report |
|--------|-----|--------------------------------------------------|

|   | (1) | Not Applicable. |
|--------|-----|-----------------|

|   | (2) | Not Applicable. |
|--------|-----|-----------------|

|   | (3) | See Item 15(b) below. |
|--------|-----|-----------------------|

|   | (b) | Exhibits Required by Item 601 of Regulation S-K |
|--------|-----|-------------------------------------------------|

| **Exhibit Number** | **Description of Document**                                                                                                                                                                                                                                                                            |
|--------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 31

          | Certification dated August 27, 2009 pursuant to Rules 13a-14(d) and 15d-14(d) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008. |
| 35                 | Servicer Compliance Statement of The Bank of New York Mellon Trust Company, N.A., as trustee, for the year ended December 31, 2008.                                                                                                                                                                    |

 

|   | (c) | Not applicable. |
|--------|-----|-----------------|

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

 

|                  |   | **ALLSTATELIFEGLOBALFUNDING**

as depositor of

**ALLSTATELIFEGLOBALFUNDINGTRUST2008-5**

(Registrant) |
|-----------------------|--------|--------------------------------------------------------------------------------------------------------|
|                  |   | By:                                                                                                    | AMACAR Pacific Corp., not in its individual capacity,

but solely as administrator* |
|                       |   | By:                                                                                               | /s/ Evelyn Echevarria |  

  |
|                  |   | Name:

Title:                                                                                          | Evelyn Echevarria 

Vice President |
| Date: August 28, 2009 |   |                                                                                                   |   |

 

 

 

*Allstate Life Global Funding and Allstate Life Global Funding Trust 2008-5 are statutory trusts organized under the laws of the State of Delaware and have no officers. AMACAR Pacific Corp., as administrator, is the sole provider of administrative services to Allstate Life Global Funding and Allstate Life Global Funding Trust 2008-5.

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**EXHIBIT INDEX**

 

| **Exhibit Number** | **Description of Document**                                                                                                                                                                                                                                                                            |
|--------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 31

          | Certification dated August 27, 2009 pursuant to Rules 13a-14(d) and 15d-14(d) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008. |
| 35                 | Servicer Compliance Statement of The Bank of New York Mellon Trust Company, N.A., as trustee, for the year ended December 31, 2008.                                                                                                                                                                    |

 

 

 

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