December 16, 1998


                               AMENDED BY-LAWS OF

                   ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK


                                    ARTICLE I

                                    DIRECTORS


     Section 1. The  property,  business  and  affairs of the  Company  shall be
managed  and  controlled  by a Board of  Directors  composed  of not  less  than
thirteen nor more than fifteen  members.  The number of Directors may be changed
by amendment of these By-Laws, as provided by Article VI, Section 4. No decrease
in the number of Directors shall shorten the term of any incumbent Director. The
Directors shall be elected, pursuant to notice under Section 12 of this Article,
at each  annual  meeting of the  shareholders  of the  Company for a term of one
year.  Each Director shall hold office for the term for which he was elected and
until the election and qualification of his successor.

     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  Directors shall be residents of New York. The Directors
need  not be  shareholders  of the  Company.  Not  less  than  one-third  of the
Directors  of the Company  shall be persons who are not officers or employees of
the Company or of any entity controlling, controlled by, or under common control
with the Company and who are not beneficial owners of a controlling  interest in
the voting stock of such Corporation (each such Director an "Outside Director").

     Section 2. In the event of a vacancy  occurring in the Board of  Directors,
the  shareholders  of the Company shall, by a majority vote at a special meeting
called for that purpose or at the next annual meeting of  shareholders,  elect a
director  to fill such  vacancy,  who shall hold  office  during  the  unexpired
portion of the term of the  director  whose  place he was  elected to fill.  Any
Director  elected  pursuant to this section of the By-Laws shall not take office
nor exercise the duties  thereof until ten days after written notice of election
is filed with the Superintendent of Insurance.

     Section 3. The Board of Directors may declare  dividends payable out of the
surplus funds of the Company when warranted by law,  however,  no dividend shall
be  declared  until  after  30 days  written  notice  to the  Superintendent  of
Insurance.

     Section 4. The Board of Directors  shall elect all the general  officers of
the Company hereafter provided and may prescribe  additional  descriptive titles
for any such officers.

     The  Board  of  Directors  may from  time to time  appoint  Assistant  Vice
Presidents,  Assistant  Secretaries,  Assistant Treasurers and other officers of
the Company.

     The Board of Directors may prescribe the duties,  and fix the  compensation
as  provided  by  Article  VI,  Section 5 of these  By-Laws,  of any  elected or
appointed  officer and may require  from any officer  security  for his faithful
service and for his proper  accounting for monies and property from time to time
in his possession.

     All  officers of the Company  shall hold office at the will of the Board of
Directors.

     Section 5. The Board of Directors shall designate in what bank or banks the
funds of the Company  shall be deposited and the person or persons who may sign,
on  behalf  of the  Company,  checks  or  drafts  against  such  deposits.  Such
designations  may also be made by such  person or persons as shall be  appointed
for that purpose by the Board of Directors.

     Section  6. The Board of  Directors  shall have the power to make rules and
regulations  not  inconsistent  with the  laws of the  state  of New  York,  the
Articles of Incorporation of the Company,  or these By-Laws,  for the conduct of
its own meetings and the management of the affairs of the Company.

     Section 7. The Board of Directors may authorize  payment of compensation to
directors for their services as directors, and fix the amount thereof.

     Section  8. The  Board  of  Directors  shall  have  the  power  to  appoint
committees and to grant them powers not inconsistent  with the laws of the state
of New York, the Articles of Incorporation of the Company, or these By-Laws.

     Section 9. An annual  meeting of the Board of Directors  shall be held each
year   immediately   after  the   adjournment  of  the  annual  meeting  of  the
shareholders. Other meetings of the Board of Directors may be held at such time,
and such  place  (within  or  without  the state of New  York),  as the Board of
Directors  may  determine  or when  called by the  Chairman of the Board or by a
majority of the Board of Directors.

     Notice of every  meeting of the  Directors  other  than the  stated  annual
meeting  shall be given by  letter or  telegraph  sent to each  Director  at his
business address, not less than three days previous to the meeting. Any Director
may, in writing,  waive notice of any meeting, and the presence of a Director at
any  meeting  shall be  considered  a waiver by him of  notice of such  meeting,
except as otherwise provided by law.

     Any one or  more  members  of the  Board,  or any  Committee  thereof,  may
participate in a meeting of the Board or such Committee by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time.  Participation by such means
shall constitute presence in person at the meeting.

     Section 10. A majority of the whole Board of Directors  shall  constitute a
quorum for the  transaction  of business,  but if at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of those present
may  adjourn  the  meeting,  from time to time,  until a quorum  shall have been
obtained.  The term "quorum" as used in this Section means the number of members
of the Board of Directors required to be present before the Board or a Committee
thereof  can  proceed  to  transact  business  and it must  include at least one
Outside Director.

     Section 11. Any action  required or permitted to be taken at any meeting of
the Board of  Directors,  or of any  Committee  thereof,  may be taken without a
meeting  if all  members  of the  Board or such  Committee,  as the case may be,
consent  thereto in writing.  Such  writing or writings  shall be filed with the
minutes of proceedings of the Board or such Committee.

     Section 12. No election of Directors  pursuant to Section 1 of this Article
shall be valid  unless a notice  of  election  shall  have been  filed  with the
Superintendent of Insurance at least 10 days prior to such election.

     Section 13. 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. Any vacancy in the Board caused by the
removal  of a  Director  by  vote  of  the  shareholders  may be  filled  by the
shareholders  entitled to vote for the election of the  Director so removed,  in
the manner  provided in Section 2 of this article.  If the removal of a Director
is requested by the Superintendent of Insurance,  the Chairman shall immediately
call  a  special  meeting  of  Directors  to  respond  to  the  request  of  the
Superintendent of Insurance.

     Section 14. The Operations Review Committee of the Board of Directors shall
be  comprised  solely of  directors  who are not  officers or  employees  of the
Company or of any entity  controlling,  controlled  by, or under common  control
with the Company and who are not beneficial owners of a controlling  interest in
the voting stock of the Company or any such entity.  Such  committee  shall have
responsibility  for recommending  the selection of independent  certified public
accountants,  reviewing the Company's financial condition, the scope and results
of the  independent  audit and any internal  audit,  nominating  candidates  for
director for election by  shareholders,  evaluating the  performance of officers
deemed  by  such  committee  to  be  principal   officers  of  the  Company  and
recommending  to the Board of Directors the selection and  compensation  of such
principal  officers and recommending to the Board of Directors any plan to issue
options to its  officers  and  employees  for the  purchase  of shares of stock,
pursuant to section one thousand  two hundred  seven of Article 12 Chapter 28 of
the Consolidated Laws of New York Insurance Law.

     Section 15.  Unless a higher  number is otherwise  required in the By-Laws,
not less  than  one-third  of the  members  of each  committee  of the  Board of
Directors  of the Company  shall be persons who are not officers or employees of
the Company or of any entity controlling, controlled by, or under common control
with the Company and who are not beneficial owners of a controlling  interest in
the voting stock of such Corporation.  At least one such person must be included
in any quorum for the  transaction  of  business  at any meeting of the board of
directors or any committee thereof.

                                   ARTICLE II

                                    OFFICERS

     Section 1. The general  officers of the Company shall consist of a Chairman
of the  Board,  President,  two or  more  Vice  Presidents,  a  Secretary  and a
Treasurer, who shall be elected annually by the Board of Directors at the stated
annual meeting held upon adjournment of the annual shareholders= meeting, and if
not elected at such meeting,  such officers may be elected at any meeting of the
Board of Directors held thereafter, Such officers shall be elected by a majority
of the Directors,  and shall hold office for one year and until their respective
successors are elected and qualified, subject to removal at will by the Board of
Directors.  In case of a vacancy in any of the general  offices of the  Company,
such vacancy may be filled by the vote of a majority of the Board of  Directors.
Any two of the  aforesaid  offices  may be filled by the same  person,  with the
exception  of the offices of President  and Vice  President,  or  President  and
Secretary.

     Section 2. The  Chairman of the Board shall  preside at all meetings of the
shareholders  and of the Board of  Directors.  He shall be the  Chief  Executive
Officer of the Company, shall have general and active management of the business
of the Company subject to the  supervision of the Board of Directors,  and shall
see that all orders and  resolutions  of the Board of Directors are carried into
effect. He shall also perform such other duties as shall be prescribed from time
to time by the Board of Directors.

     Section 3. The  President  shall have  general  administrative  control and
supervision over the operations of the Company subject to the supervision of the
Chairman of the Board.  He shall, in the absence or inability of the Chairman of
the Board,  perform the duties and  exercise  the powers of the  Chairman of the
Board. He shall execute bonds, mortgages,  and other contracts requiring a seal,
under the seal of the Company,  except where  required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly  delegated by the Board of Directors to some other officer or
agent of the  Company.  He shall also  perform such other duties as may properly
belong to his office or as shall be prescribed from time to time by the Chairman
of the Board or by the Board of Directors.

     Section 4. Each Vice  President  shall have such  powers and shall  perform
such duties as may be assigned  to him by the  Chairman of the Board,  or by the
President  or by the Board of  Directors.  In the  absence or in the case of the
inability  of the  Chairman of the Board and the  President to act, the Board of
Directors may  designate  which one of the Vice  Presidents  shall be the acting
Chief  Executive  Officer of the  Company  during  such  absence  or  inability,
whereupon  such acting  Chief  Executive  Officer  shall have all the powers and
perform all of the duties  incident to the office of Chairman during the absence
or inability of the Chairman and President to act.

     Section 5. The  Secretary  shall keep the  minutes of all  meetings  of the
Board of Directors,  and of all meetings of the shareholders,  in books provided
by the Company for such purpose. He shall attend to the giving of all notices of
meetings  of the  Board of  Directors  or  shareholders.  He may  sign  with the
Chairman of the Board,  the  President  or a Vice  President  in the name of the
Company when  authorized  by the Board of Directors so to do, all  contracts and
other  instruments  requiring  the seal of the  Company  and may  affix the seal
thereto.  He shall, in general,  perform all of the duties which are incident to
the office of  Secretary  and such  other  duties as the Board of  Directors  or
Chairman of the Board may from time to time prescribe.

     Section 6. The  Treasurer  shall  deposit  the monies of the Company in the
Company's name in depositories  designated by the Board of Directors, or by such
person  or  persons  as shall be  appointed  for that  purpose  by the  Board of
Directors. He shall, in general, perform all of the duties which are incident to
the office of  Treasurer  and such  other  duties as the Board of  Directors  or
Chairman of the Board may from time to time  prescribe.  The Board of  Directors
may, in its discretion,  require him to give bond for the faithful  discharge of
his duties.

                                   ARTICLE III

                             SHAREHOLDERS' MEETINGS

     Section 1. The  annual  meeting  of the  shareholders  shall be held at the
principal  office of the  Company  in the state of New  York,  or at such  other
location  within  or  without  the  state of New York as may be set forth in the
notice of call, on the fourth Tuesday in February of each year, except when such
day shall be a legal  holiday,  in which case the  meeting  shall be held on the
next  succeeding  business  day.  The  Chairman  of the  Board  or the  Board of
Directors may at any time call a special  meeting of the  shareholders,  and the
Chairman  of the Board  shall  call such  special  meeting  when  requested,  in
writing,  so to do by the owners of not less than  one-fifth of the  outstanding
shares of the Company.

     Section 2. Notice of every  meeting of the  shareholders  shall be given by
mailing  notice  thereof at least 10 days,  but no more than 50 days before such
meeting to all the  shareholders at their  respective post office addresses last
furnished by them,  respectively,  to the Company.  Notice of a special  meeting
shall also state the purpose for which the meeting is called.  The  shareholders
may  waive  notice  of any such  meeting,  in  writing,  and the  presence  of a
shareholder,  either  in person or by  proxy,  shall be  considered  a waiver of
notice, except as otherwise provided by law.

     Section  3.  The  presence  at  such  meeting  in  person  or by  proxy  of
shareholders of the Company  representing at least fifty-one percent of the then
outstanding  shares of the Company shall be necessary to constitute a quorum for
the purpose of transacting business,  except as otherwise provided by law, but a
smaller number may adjourn the meeting form time to time until a quorum shall be
obtained.  Each  shareholder  shall be entitled to cast one vote in person or by
proxy for each  share of stock of the  Company  held and of record in his or her
name on the books of the Company.

     Section 4. A shareholder may vote at any meeting of the shareholders either
in person or by proxy duly  constituted  in  writing.  No special  form of proxy
shall be  necessary,  however,  no proxy shall be valid after eleven months from
its date unless otherwise provided in the proxy.

                                   ARTICLE IV

                                     SHARES

     Section 1. Share  certificates  shall be signed by the  President or a Vice
President and countersigned by the Secretary or an Assistant Secretary, shall be
sealed with the corporate seal of the Company,  and shall be registered upon the
Share Register of the Company.  Each  certificate  shall express on its face the
name of the  Company,  the number of the  certificate,  the number of shares for
which it is issued,  the name of the person to whom it is issued,  the par value
of each of the said shares,  and the amount actually received by the Company for
each share represented by said certificate.

     Section 2.  Transfers  of shares of the  Company  shall be made only on the
books of the  Company by the holder  thereof in person or by his  attorney  duly
authorized,   in  writing,  and  upon  the  surrender  of  the  certificates  or
certificate  for the share  transfer,  upon which  surrender  and  transfer  new
certificates will be issued.  However,  no transfer shall be made until ten days
after notice of such  transfer  shall have been given to the  Superintendent  of
Insurance.  The Board of Directors may, by resolution,  close the share transfer
books of the Company for a period not  exceeding  ten days before the holding of
any annual or special meeting of the shareholders.  The Board of Directors, may,
by  resolution,  also close the  transfer  books of the Company for a period not
exceeding  ten days  before the payment of any  dividends  which may be declared
upon the shares of the Company.


                                    ARTICLE V

                              POLICIES OF INSURANCE


     Section  1. All  policies  of  insurance  issued by this  Company  shall be
signed,  either manually or by facsimile,  by the President and the Secretary or
by such other officer or officers as the President may  designate,  and shall be
countersigned  by a duly  licensed  resident  agent  where so required by law or
regulation.


                                   ARTICLE VI

                                  MISCELLANEOUS

     Section 1

     (a)  As used in this Section:

          (i)  "acted properly" as to any person shall mean that such person

               (A)  acted in good faith;

               (B)  acted in a manner which he or she reasonably  believed to be
                    in or not opposed to the best interests of the Company; and

               (C)  with respect to any criminal  action or  proceeding,  had no
                    reasonable  cause to  believe  that his or her  conduct  was
                    unlawful.

                    The  termination  of  any  proceeding  by  judgment,  order,
                    settlement, conviction, or upon a plea of nolo contendere or
                    its equivalent,  shall not, of itself,  create a presumption
                    that the person did not act properly.

          (ii) "covered  person" shall mean an Indemnitee  (as defined below) or
               an Employee Indemnitee (as defined below).

          (iii)"Employee  Indemnitee" shall mean any non-officer employee of the
               Company (but not a  non-officer  employee of a subsidiary  of the
               Company).

          (vi) "expenses"  shall  include  attorneys'  fees and expenses and any
               attorneys'   fees  and  expenses  of   establishing  a  right  to
               indemnification under this Section.

          (v)  "Indemnitee" shall mean any person who is or was

               (A)  a director or officer of the Company and/or any subsidiary;

               (B)  a trustee or a fiduciary under any employee pension,  profit
                    sharing,  welfare  or similar  plan or trust of the  Company
                    and/or any subsidiary; or

               (C)  serving  at the  request of the  Company  as a  director  or
                    officer of or in a similar capacity in another  corporation,
                    partnership,  joint  venture,  trust  or  other  enterprise,
                    (which  shall,  for the purpose of this Section be deemed to
                    include  not-for-profit or for-profit entities of any type),
                    whether  acting in such  capacity  or in any other  capacity
                    including,  without  limitation,  as a trustee or  fiduciary
                    under any  employee  pension,  profit  sharing,  welfare  or
                    similar plan or trust.

          (vi) "proceeding"  shall mean any  threatened,  pending  or  completed
               action or  proceeding,  whether  civil or  criminal,  and whether
               judicial,   legislative  or  administrative   and  shall  include
               investigative action by any person or body.

          (vii)"subsidiary" shall mean a corporation,  50% or more of the shares
               of which at the time  outstanding  having  voting  power  for the
               election of directors  are owned  directly or  indirectly  by the
               Company or by one or more  subsidiaries or by the Company and one
               or more subsidiaries.

               (b)  The Company shall  indemnify  any  Indemnitee to the fullest
                    extent  permitted  under  law (as the same now or  hereafter
                    exists), who was or is a party or is threatened to be made a
                    party to any  proceeding  by  reason  of the fact  that such
                    person  is  or  was  an  Indemnitee   against   liabilities,
                    expenses,  judgments,  fines and amounts paid in  settlement
                    actually and reasonably incurred by him or her.

               (c)  The Company shall indemnify any Employee  Indemnitee who was
                    or is a party  or is  threatened  to be made a party  to any
                    proceeding  (other  than an action by or in the right of the
                    Company) by reason of the fact that such person is or was an
                    employee against liabilities, expenses, judgments, fines and
                    amounts paid in settlement  actually and reasonably incurred
                    by him or her in connection  with such  proceeding,  if such
                    person acted properly.

               (d)  The Company shall indemnify any Employee  Indemnitee who was
                    or is a party  or is  threatened  to be made a party  to any
                    proceeding  by or in the right of the  Company  to procure a
                    judgment in its favor by reason of the fact that such person
                    is or was an employee against amounts paid in settlement and
                    against expenses actually and reasonably  incurred by him or
                    her in  connection  with the defense or  settlement  of such
                    proceeding  if he or she  acted  properly,  except  that  no
                    indemnification shall be made in respect of any claim, issue
                    or matter as to which such person  shall have been  adjudged
                    to be liable for negligence or misconduct in the performance
                    of his or her  duty to the  Company  unless  and only to the
                    extent  that  the  court in which  such  action  or suit was
                    brought shall determine upon application  that,  despite the
                    adjudication   of   liability   but  in   view  of  all  the
                    circumstances  of  the  case,  such  person  is  fairly  and
                    reasonably  entitled to indemnity  for such  expenses  which
                    such court shall deem proper.

               (e)  Expenses incurred in defending a proceeding shall be paid by
                    the  Company to or on behalf of a covered  person in advance
                    of the final  disposition of such  proceeding if the Company
                    shall have received an  undertaking  by or on behalf of such
                    person to repay such amounts,  unless it shall ultimately be
                    determined  that he or she is entitled to be  indemnified by
                    the Company as authorized in this Section.

               (f)  Any  indemnification  or advance under this Section  (unless
                    ordered  by a court)  shall be made by the  Company  only as
                    authorized in the specific  proceeding  upon a determination
                    that  indemnification  or advancement to a covered person is
                    proper in the  circumstances.  Such  determination  shall be
                    made:

                    (i)  by the  Board of  Directors,  by a  majority  vote of a
                         quorum  consisting  of  directors  who  were  not  made
                         parties to such proceeding, or

                    (ii) if  such  a  quorum  is not  obtainable,  or,  even  if
                         obtainable and a quorum of  disinterested  directors so
                         directs,  by  independent  legal  counsel  in a written
                         opinion, or

                    (iii)in the  absence  of a  determination  made under (i) or
                         (ii), by the shareholders.

               (g)  The  Company  shall   indemnify  or  advance  funds  to  any
                    Indemnitee described in Section (a)(v)(C), above, only after
                    such person shall have sought  indemnification or an advance
                    from the corporation,  partnership,  joint venture, trust or
                    other  enterprise  in  which  he or she was  serving  at the
                    Company's  request,   shall  have  failed  to  receive  such
                    indemnification   or  advance   and  shall   have   assigned
                    irrevocably   to  the   Company   any   right   to   receive
                    indemnification  which he or she might be entitled to assert
                    against such other corporation,  partnership, joint venture,
                    trust or other enterprise.

               (h)  The  indemnification  provided  to a covered  person by this
                    Section:

                    (i)  shall not be deemed  exclusive  of any other  rights to
                         which such  person may be  entitled by law or under any
                         articles of incorporation,  by-law,  agreement, vote of
                         shareholders or disinterested directors or otherwise;

                    (ii) shall inure to the benefit of the legal representatives
                         of  such  person  or his or her  estate,  whether  such
                         representatives   are  court   appointed  or  otherwise
                         designated,  and to the  benefit  of the  heirs of such
                         person; and

                    (iii)shall be a contract  right between the Company and each
                         such person who serves in any such capacity at any time
                         while  this  Section  is in  effect,  and any repeal or
                         modification  of this  Section  shall  not  affect  any
                         rights or obligations then existing with respect to any
                         state of facts or any proceedings then existing.

               (i)  The  indemnification  and  advances  provided  to a  covered
                    person by this Section  shall  extend to and include  claims
                    for such payments arising out of any proceeding commenced or
                    based on actions of such person taken prior to the effective
                    date of this  Section;  provided that payment of such claims
                    had not been  agreed  to or  denied  by the  Company  at the
                    effective date.

               (j)  The Company  shall have the power to purchase  and  maintain
                    insurance  on  behalf  of any  covered  person  against  any
                    liability asserted against him or her and incurred by him or
                    her as a covered  person or arising out of his or her status
                    as such,  whether or not the Company would have the power to
                    indemnify  him or  her  against  such  liability  under  the
                    provisions  of this  Section.  The  Company  shall also have
                    power to purchase  and maintain  insurance to indemnify  the
                    Company for any obligation which it may incur as a result of
                    the  indemnification of covered persons under the provisions
                    of this Section.

               (k)  No  payment  of  indemnification  or  advance  shall be made
                    unless a notice has been filed  with the  Superintendent  of
                    Insurance pursuant to Section 1216 of the New York Insurance
                    Law at least 30 days prior to such payment.

               (l)  If any  provision  of this Section is contrary to the law of
                    New York with respect to  indemnification of an agent of the
                    Company,  such provision is hereby amended to conform to the
                    limitations of such law.

               (m)  The invalidity or  unenforceability of any provision in this
                    Section shall not affect the validity or  enforceability  of
                    the remaining provisions of this Section.

     Section 2. The fiscal year of the  Company  shall begin in each year on the
first day of January and end on the thirty-first day of December following.

     Section 3. The common  seal of the  Company  shall be  circular in form and
shall contain the name of the Company and the words:  "CORPORATE  SEAL" and "NEW
YORK." An impression of the Company's seal is affixed hereto.

     Section 4. Except to the extent  otherwise  required by law,  the books and
records of the Company  shall be kept at such place or places  within or without
the  state of New York as may be  determined  from  time to time by the Board of
Directors.

     Section 5. The compensation of the principal  officers of the Company shall
be fixed from time to time by the Board of Directors.  In addition,  the Company
shall make no agreement with any of its officers,  agents or salaried  employees
that will  extend  beyond a period of twenty  four  months from the date of such
agreement.  All  pensions  payable to a salaried  officer or  employee,  or to a
former salaried officer or employee,  at the time of his retirement by reason of
age or disability and all life insurance  benefits payable at his death shall be
pursuant to the terms of an employee  benefit and retirement plan adopted by the
Board of Directors.

     Section  6. These  By-Laws  may be  amended  or  repealed  by the vote of a
majority of the  Directors  present at any meeting at which a quorum is present.
If any by-law regulating an impending election of Directors is adopted,  amended
or repealed by the Board of Directors, there shall be set forth in the notice of
the next meeting of  shareholders  for the  election of Directors  the by-law so
adopted,  amended or repealed,  together with a concise statement of the changes
made.


                   ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK



                         By: ___________________________________
                                    Louis G. Lower, II
                                    Chairman of the Board
Attest:

-------------------------------
         Michael J. Velotta
             Secretary
SEAL