CERTIFICATE OF AMENDMENT

                      OF THE RESTATED CERTIFICATE OF INCORPORATION

                   ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK

                    UNDER SECTION 1206 OF THE BUSINESS INSURANCE LAW
                     AND SECTION 805 OF THE BUSINESS CORPORATION LAW


     The  undersigned,  being the Chairman of the Board and  President  and Vice
President,  Secretary and General Counsel of Allstate Life Insurance  Company of
New York, do hereby certify and set forth:

(1)  The name of the corporation is Allstate Life Insurance Company of New York.
     The Corporation was previously  named PM Life Insurance  Company.  The name
     under which the Corporation was originally  incorporated was Financial Life
     Insurance Company.

(2)  The  Certificate of  Incorporation  of the  Corporation  was filed with the
     State of New York Insurance Department on January 25, 1967. The Certificate
     of  Incorporation  was restated  (pursuant to Section 1206 of the Insurance
     Law and Section 807 of the Business Corporation Law) on May 16, 1978.

(3)  The  Restated  Certificate  of  Incorporation  of Allstate  Life  Insurance
     Company of New York is hereby  amended,  pursuant to Section  801(b)(14) of
     the  Business  Corporation  Law,  to  provide  for a change in  gender  and
     Director requirements to read as follows:

          "Article   'FIFTH',   designating  the  number  of  Directors  of  the
     Corporation, is amended to read as follows:

          "FIFTH:  The number of Directors of this Corporation shall not be less
     than  thirteen nor more than fifteen in number,  and shall be determined by
     or under the  By-Laws.  As used in this  paragraph,  `number of  Directors'
     means the total number of  Directors  which the  Corporation  would have if
     there were no vacancies.  Directors shall be elected at each annual meeting
     of  shareholders  and each  Director so elected shall hold office until the
     next  annual  meeting of  shareholders  and until his or her  successor  is
     elected and  qualified or until his or her earlier  death,  resignation  or
     removal. In the event that the number of Directors duly elected and serving
     shall be less than thirteen,  the Corporation  shall not for that reason be
     dissolved,  but the  vacancy or  vacancies  shall be filled as  provided in
     Article SEVENTH hereof. Each Director shall be at least twenty-one years of
     age.  At all  times a  majority  of the  Directors  shall be  citizens  and
     residents  of the United  States  and not less than three of the  Directors
     shall be residents of New York. The Directors need not be  shareholders  of
     the  Corporation.   Not  less  than  one-third  of  the  Directors  of  the
     Corporation  shall be persons  who are not  officers  of  employees  of the
     Corporation  or of any entity  controlling,  controlled by, or under common
     control  with  such  Corporation  and who are not  beneficial  owners  of a
     controlling interest in the voting stock of such Corporation."

4.   The  manner  in  which  this  change  to  the   Restated   Certificate   of
     Incorporation was authorized was, pursuant tot he Business  Corporation Law
     Section  614, by the holder of all  outstanding  shares of the  Corporation
     entitled  to vote  thereon.  This  Special  Shareholders  meeting  was held
     September 7, 1995.

     IN WITNESS WHEREOF the undersigned has executed and signed this Certificate
and affirmed it as true this 3rd day of November, 1995.


                                        /s/ LOUIS G. LOWER, II
                                        -----------------------
                                        Louis G. Lower, II
                                        Chairman of the Board
                                          and President


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


Sworn to before me this 3rd day of November, 1995.

/s/ CHRISTA ROSE FRONCZAK
--------------------------------------------
Christa Rose Fronczak
Notary Public, State of Illinois 
My Commission Expires: 6/23/96

<PAGE>
                            CERTIFICATE OF AMENDMENT

                  OF THE RESTATED CERTIFICATE OF INCORPORATION

                            PM LIFE INSURANCE COMPANY


                    Under Section 53 of the Insurance Law and
                  Section 805 of the Business Corporation Law.


The undersigned hereby certify:

1.   The name of the Corporation is Allstate Life Insurance Company of New York.
     The Corporation was previously  named PM Life Insurance  Company.  The name
     under which the Corporation was originally  incorporated was Financial Life
     Insurance Company.

2.   The  Certificate of  Incorporation  of the  Corporation  was filed with the
     State of new York Insurance Department on January 25, 1967. The Certificate
     of Incorporation was restated  (pursuant to Section 53 of the Insurance Law
     and Section 807 of the Business Corporation Law on May 16, 1978.

3.   The amendments effected by this Certificate of Amendment are as follows:

     A.   Article "FIRST", specifying the name of the Corporation, is amended to
          read as follows:

          FIRST: The name of this corporation  shall be: Allstate Life Insurance
          Company of New York.

     B.   Article "SECOND", designating the principal office of the Corporation,
          is amended to read as follows:

          SECOND:  The principal  office of the Corporation  shall be located in
          Huntington Station, County of Suffolk, State of New York.

     C.   Article "FIFTH",  providing requirements for Directors,  is amended to
          read as follows:

          FIFTH: The number of Directors of this  corporation  shall not be less
          than thirteen nor more than fifteen in number, and shall be determined
          by or  under  the  By-Laws.  As  used in this  paragraph,  "number  of
          Directors"  means the total number of Directors  which the corporation
          would have if there were no vacancies.  Directors  shall be elected at
          each annual meeting of shareholders and each Director so elected shall
          hold office until the next annual  meeting of  shareholders  and until
          his  successor is elected and  qualified  or until his earlier  death,
          resignation or removal. In the event that the number of Directors duly
          elected and serving shall be less than thirteen, the corporation shall
          not for that reason be dissolved,  but the vacancy or vacancies  shall
          be filled as provided in Article SEVENTH  hereof.  Each Director shall
          be at least  twenty-one  years of age.  At all times a majority of the
          Directors shall be citizens and residents of the United States and not
          less than three of the  Directors  of the  United  States and not less
          than  three of the  Directors  shall be  residents  of New  York.  The
          Directors need not be shareholders of the  corporation.  The Directors
          who are officers and salaried  employees of the  corporation  shall at
          all times be less than a majority of the Board of Directors.

4.   The  foregoing   amendments  to  the  Certificate  of  Incorporation   were
     authorized by the holder of all the  outstanding  shares of the Corporation
     at a meeting of Shareholders held on the 19th day of December, 1983.


     IN WITNESS  WHEREOF,  the  undersigned  has  signed  this  Certificate  and
affirmed in as true this 27th day of January, 1984.


                   /s/ ROBERT S. SEILER
                   --------------------------------
                   Robert S. Seiler
                   Senior Vice President


Attest:   /s/ JAMES D. CLEMENTS
           ------------------------------------
           James D. Clements
           Assistant Secretary


Subscribed and sworn to before me this 27th day of January, 1984.

/s/ MARY KAY CAMERON
------------------------------------
Notary Public

(My commission expires 9/26/87)
<PAGE>


                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            PM LIFE INSURANCE COMPANY


                    Under Section 53 of the Insurance Law and
                   Section 807 of the Business Corporation Law



     The  undersigned,  being  President  and  Secretary  of PM  Life  Insurance
Company, hereby certify:

     1. The name of the corporation is PM LIFE INSURANCE COMPANY. The name under
which the corporation was originally  incorporated  was FINANCIAL LIFE INSURANCE
COMPANY.

     2. The Certificate of Incorporation of the corporation was filed by the New
York State Insurance Department on January 25, 1967.

     3. The  Certificate  of  Incorporation  of the  corporation,  as heretofore
amended and now in effect, is hereby amended, as authorized by Section 53 of the
Insurance  Law and Section 801 of the  Business  Corporation  Law, (a) to delete
detailed definitions relating to the kinds of insurance business the corporation
is authorized to transact, (b) to increase the total number of Shares, par value
$25.00 per share,  which the  corporation  is authorized to issue from 60,000 to
80,000,  (c) to change  references  in the  Certificate  of  Incorporation  from
"stock" to "shares" and from  "stockholders"  to  "shareholders",  (d) to delete
provisions  of  the  Certificate  of  Incorporation   relating  to  the  initial
Directors,  (e) to delete the  provisions of the  Certificate  of  Incorporation
relating to the quorum and notice requirements for shareholders' meetings and to
the  removal  of  Directors,  which  shall be  governed  by the  By-Laws  of the
corporation, (f) to revise the provision relating to the filling of vacancies on
the Board of Directors and (g) to make other changes generally  reorganizing and
simplifying the Certificate of Incorporation.

     4. The text of the Certificate of Incorporation, as heretofore amended, and
as further amended by the filing of this Restated  Certificate of Incorporation,
is hereby restated to read in full as follows:

          FIRST: The name of the corporation is PM LIFE INSURANCE COMPANY.

          SECOND:  The principal  office of the corporation  shall be located in
     the Village of Armonk, County of Westchester, State of New York.

          THIRD: The business to be transacted by the corporation  shall be: the
     kinds of  insurance  specified in paragraph 1, 2 and 3 of Section 46 of the
     Insurance  Law of the  State  of New  York,  and  any  amendments  to  such
     paragraphs or provisions in  substitution  therefore which may be hereafter
     adopted, and such other kind or kinds of business to the extent necessarily
     or properly incidental to the kind or kinds of insurance business which the
     corporation is authorized to do.

          FOURTH: The corporate owners of this corporation shall be exercised by
     a  Board  of  Directors,  by  committees  thereof,  and by  such  officers,
     employees and agents as such Board shall empower.

          FIFTH: The number of Directors of this  corporation  shall not be less
     than  thirteen nor more than fifteen in number,  and shall be determined by
     or under the  By-Laws.  As used in this  paragraph,  "number of  Directors"
     means the total number of  Directors  which the  corporation  would have if
     there were no vacancies.  Directors shall be elected at each annual meeting
     or  shareholders  and each  Director so elected shall hold office until the
     next annual meeting of shareholders  and until his successor is elected and
     qualified or until his earlier death,  resignation or removal. In the event
     that the number of Directors  duly  elected and serving  shall be less than
     thirteen,  the corporation shall not for that reason be dissolved,  but the
     vacancy or vacancies shall be filled as provided in Article SEVENTH hereof.
     Each  Director  shall be at least  twenty-one  years of age. At all times a
     majority of the Directors shall be citizens and residents of New York or of
     adjoining  states  and not  less  than  three  of the  Directors  shall  be
     residents  of New  York.  The  Directors  need not be  shareholders  of the
     corporation.  The Directors who are officers and salaried  employees of the
     corporation  shall at all  times be less  than a  majority  of the Board of
     Directors.

          SIXTH: Annual meetings and special meetings of the shareholders of the
     corporation shall be held at such place, within or without the State of New
     York, as may be fixed by or under the By-Laws,  and at such times as may be
     fixed by or under the By-Laws. Notice of the time and place of such meeting
     shall  be  given as  prescribed  in the  By-laws  and as  required  by law,
     including  notice to the  Superintendent  of  Insurance of the State of New
     York to the extent required by law. At the annual meeting of  shareholders,
     the  shareholders  shall elect a Board of Directors and shall transact such
     other business as may legally come before the meeting.

          SEVENTH:  Any  vacancies  occurring in the Board of  Directors  may be
     filled by the  Board of  Directors  or by the  shareholders  in the  manner
     specified in the By-Laws.  Notice of any election of a Director pursuant to
     the  By-Laws  to fill a  vacancy  shall be given to the  Superintendent  of
     Insurance of the State of New York in the manner and to the extent required
     by law. Any or all of the Directors may be removed at any time,  either for
     or without cause, by vote of the  shareholders  or, for cause, by vote of a
     majority of the Directors  then in office.  If the removal of a Director is
     requested by the  Superintendent of Insurance of the State of New York, the
     Chairman of the Board of Directors shall immediately call a special meeting
     of the Board of Directors to respond to such request.

          EIGHTH:  The duration of the  corporate  existence of the  corporation
     shall be perpetual.

          NINTH:  The amount of capital of the corporation  shall be Two Million
     Dollars  ($2,000,000) and shall consist of eighty thousand (80,000) Shares,
     par value twenty-five dollars ($25.00) per share.

          TENTH: In the manner specified in the By-Laws,  the Board of Directors
     shall elect officers at its annual meeting,  and officers may be elected or
     removed and a vacancy in any office may be filled by the Board of Directors
     at any meeting.

          ELEVENTH:  No shareholder of this corporation shall have a prior right
     because of his  shareholdings  to have first or at any time  offered to him
     any part of any of the  presently  authorized  shares  of this  corporation
     hereafter  optioned,  issued or sold,  or any part of any  security of this
     corporation  presently  authorized  whether or not  issued,  and subject to
     statutory  requirements  all  securities  of  this  corporation  which  may
     hereafter be authorized  may at any time be sold,  optioned and  contracted
     for sales of subscription  and/or sold and disposed of by  authorization of
     the Board of  Directors of this  corporation  to such person or persons and
     upon such  terms and  conditions  as may to said  Board of  Directors  seem
     proper or advisable  without first  offering said shares or security or any
     part thereof to existing shareholders.

          TWELFTH:  The  corporation  may issue both  participating  policies or
     contracts and  non-participating  policies or contracts,  upon  receiving a
     special  permit from the  Superintendent  of  Insurance of the State of New
     York so to do and in compliance  and pursuant to the  provisions of Section
     216 of the Insurance Law of the State of New York.

     5.  The  foregoing   Amendment  and   Restatement  of  the  Certificate  of
Incorporation  was authorized,  pursuant to Sections 615 and 807 of the Business
Corporation  law and Section 53 of the Insurance Law, by the written  consent of
the holder of all of the outstanding shares of the corporation  entitled to vote
thereon dated May 16, 1978.

     IN WITNESS  WHEREOF,  the  undersigned  have  signed this  Certificate  and
affirmed it as true under the penalties of perjury this 16th day of May, 1978.


                             /s/ MICHAEL E. FISHER
                             ----------------------------------
                             Michael E. Fisher
                             President


                             /s/ VINCENT H. VENSKE
                             ----------------------------------
                             Vincent H. Venske
                             Secretary



<PAGE>

                                 CERTIFICATION


     I, PAUL N. KIERIG,  Assistant  Secretary of Allstate Life Insurance Company
of New York, a New York corporation, hereby certify that the following are true,
complete  and correct  copies of  resolutions  concerning  the  amendment of the
Restated  Certificate  of  Incorporation,  adopted  at a meeting of the Board of
Directors of the corporation held on June 20, 1994, and a resolution  adopted by
written consent of the Shareholders of the corporation,  effective  September 1,
1994, and that they are now in full force and effect:

RESTATED CERTIFICATE OF INCORPORATION -  AMENDMENT (Board of Directors)

     BE IT RESOLVED, That the following amendment to the Restated Certificate of
Incorporation  for Allstate Life Insurance  Company of New York,  which provides
for a change in the  location  of the  principal  office,  be  submitted  to the
Shareholders for approval:

     Article "SECOND",  designating the principal office of the Corporation,  is
amended to read as follows:

     SECOND:  The  principal  office  of the  Corporation  shall be  located  in
Farmingville, County of Suffolk, State of New York

RESTATED CERTIFICATE OF INCORPORATION - AMENDMENT  (Shareholders)

     Upon motion duly made, seconded and unanimously carried, the recommendation
made by the Board of Directors at the Annual Board of Directors  Meeting held on
June 20,  1994,  concerning  the change of address for Allstate  Life  Insurance
Company of New York, is hereby adopted.

     IN WITNESS WHEREOF,  I have hereunto set my hand and caused the seal of the
Corporation to be affixed this 27th day of September, 1994.




                   /s/ PAUL N. KIERIG
                   -------------------------------
                   Paul N. Kierig
                   Assistant Secretary

 (Corporate Seal)