8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 29, 2008

LINCOLN BENEFIT LIFE COMPANY

(Exact name of Registrant as Specified in Charter)

Nebraska	333-11153	47-0221457
(State or other jurisdiction of organization)	(Commission File Number)	(IRS Employer Identification No.)

2940 South 84^th Street

Lincoln, Nebraska, 68506

(Address of Principal Executive Offices)  Zip

Registrant’s   telephone   number,   including  area  code: (800)525-9287

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 — Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement

On January 29, 2008, the Registrant entered into the Second Amendment to Administrative Services Agreement with Allstate Life Insurance Company (“ALIC”) effective December 1, 2007.  In order to avoid any doubt with respect to the parties’ compliance with Statement of Statutory Accounting Principles No. 96 — Settlement Requirements for Intercompany Transactions, ALIC and the Registrant have amended the agreement to clearly set out specific dates for payment.  The amendment does not revise any other terms or provisions in the agreement.  The Registrant is a wholly-owned subsidiary of Allstate Life Insurance Company, a wholly-owned subsidiary of The Allstate Corporation.

Section 9 — Financial Statements and Exhibits

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits
	Exhibit No.	Description
	10.1	Second Amendment to Administrative Services Agreement effective December 1, 2007 between Allstate Life Insurance Company and Lincoln Benefit Life Company

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SIGNATURE

                Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			LINCOLN BENEFIT LIFE COMPANY
		By:		/s/ Mary J. McGinn
				Name:	Mary J. McGinn
				Title:	Assistant Secretary
Date:	January 31, 2008

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EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO

ADMINISTRATIVE SERVICES AGREEMENT

                THIS SECOND AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT (this “Second Amendment”) dated this 1^st day of December 2007 by and between Allstate Life Insurance Company (“Allstate Life” or “ADMINISTRATOR”) and Lincoln Benefit Life Company (“COMPANY”).

RECITALS

                WHEREAS, ADMINISTRATOR and COMPANY entered into that certain Administrative Services Agreement, dated as of September 1, 1998, which was amended by amendment dated as of June 1, 2000 (the “Agreement”); and

                WHEREAS, ADMINISTRATOR and COMPANY desire to make additional amendments to the Agreement as more particularly described herein.

AGREEMENT

                NOW, THEREFORE, for good and valuable consideration and for the mutual covenants set forth below, the parties hereto, intending legally to be bound, hereby agree as follows:

1.ADMINISTRATOR and COMPANY hereby agree to delete Paragraph 2 of the Agreement titled “Fiscal Responsibility” and replace it with the following:

2.             Fiscal Responsibility

Within thirty (30) days after the end of each calendar quarter, COMPANY will submit to ADMINISTRATOR a statement of the service fees payable to ADMINISTRATOR by COMPANY in the preceding calendar quarter and any balance payable shall be paid within forty-five (45) days following receipt of such statement by ADMINSTRATOR.

The statements rendered by the COMPANY concerning service fees paid and/or payable, advances and indebtedness shall be conclusive, unless within thirty (30) days following receipt of the statement the ADMINISTRATOR notifies the COMPANY of a dispute regarding any transactions reported since the last preceding report. If a policy on which the ADMINISTRATOR is receiving a service fee shall lapse for any reason, no further service fee will be paid unless the policy is reinstated solely by the efforts of the ADMINISTRATOR. The COMPANY shall pay the ADMINISTRATOR in accordance with the Administrative Fee Schedule attached as Exhibit C. The Administrative Fee

Schedule is subject to change by Lincoln Benefit Life, but any change shall not apply to business written prior to the effective date of the change.

2.Unless expressly modified by this Second Amendment, the terms and conditions of the Agreement remain unchanged and in full force and effect.

3.This Second Amendment shall be binding on the parties hereto, including their successors and assigns.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the day and year first set forth above.

ALLSTATE LIFE INSURANCE COMPANY
By:	/s/ Samuel H. Pilch
Name:	Samuel H. Pilch
Title:	Group Vice President and Controller
LINCOLN BENEFIT LIFE COMPANY
By:	/s/ Samuel H. Pilch
Name:	Samuel H. Pilch
Title:	Group Vice President and Controller

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