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 30, 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 84th 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 30, 2008, the Registrant entered into the First 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	First 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/ Michael J. Velotta
		Name: Michael J. Velotta
		Title:   Senior Vice President, General
		Counsel and Secretary
Date:February 4, 2008

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO

ADMINISTRATIVE SERVICES AGREEMENT

THIS FIRST AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT (this “First 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 October 1, 1996 (the “Agreement”); and

WHEREAS, ADMINISTRATOR and COMPANY desire to make certain 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 the Paragraph of the Agreement titled “Fiscal Responsibility” and replace it with the following:

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 hereto and incorporated herein, for Applications/Policies submitted by and attached hereto and incorporated herein, for Applications/Policies submitted by and issued solely through Interactive

Insurance Services. The Schedule of Fees 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 First Amendment, the terms and conditions of the Agreement remain unchanged and in full force and effect.

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

IN WITNESS WHEREOF, the parties hereto have executed this First 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