SEC Filing | The Allstate Corporation

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ACKERMAN F DUANE

(Last)

(First)

(Middle)

BELLSOUTH CORPORATION

1155 PEACHTREE STREET, N.E.

(Street)

ATLANTA

30309-3610

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALLSTATE CORP [ ALL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/01/2004		A⁽¹⁾		909	A	$0	15,523	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Employee Director Stock Option (right to buy)	$43.98	06/01/2004		A		4,000		06/01/2005⁽²⁾	06/01/2014	Common Stock	4,000	$0	4,000	D

Explanation of Responses:

1. Stock acquired pursuant to election to receive stock in lieu of cash compensation under The Allstate Corporation Equity Incentive Plan for Non-Employee Directors.

2. Grant to reporting person of option to purchase 4,000 shares of common stock exercisable in three increments, each for one-third of the total number of said shares, such installments to vest on June 1, 2005, June 1, 2006 and June 1, 2007, respectively.

	By: Katherine A. Smith For: F. Duane Ackerman	06/03/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

			POWER OF ATTORNEY


	KNOW BY ALL THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Emma Kalaidjian, Joseph Kane,
Katherine Smith and Janet Zukowski, signing singly, the undersigned's true
and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned's
	capacity as an officer and/or director of The Allstate Corporation
	(the "Company"), Forms 3, 4, and 5 in accordance with Section
	16(a) of the Securities Exchange Act of 1934 and the rules
	thereunder;

(2)	do and perform any and all acts for and on behalf of the
	undersigned which may be necessary or desirable to complete
	and execute any such Form 3, 4, or 5 and timely file such form
	with the United States Securities and Exchange Commission
	and any stock exchange or similar authority; and

(3)	take any other action of any type whatsoever in connection with
	the foregoing which, in the opinion of such attorney-in-fact, may
	be of benefit to, in the best interest of, or legally required by, the
	undersigned, it being understood that the documents executed
	by such attorney-in-fact on behalf of the undersigned pursuant
	to this Power of Attorney shall be in such form and shall contain
	such terms and conditions as such attorney-in-fact may approve
	in such attorney-in-fact's discretion.

	The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is
the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.















	This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and 5 with
respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in
a signed writing delivered to the foregoing attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused
the Power of Attorney to be executed as of this _9th day of
 _November____, 1999.





			____________/S/_____________________



			_F. Duane Ackerman___________________
			Print Name