UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

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) February 2, 2005

The Allstate Corporation

(Exact name of registrant as specified in charter)

Registrant’s telephone number, including area code  (847) 402-5000

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 2 – Financial Information

Item 2.02.              Results of Operations and Financial Condition.

On February 2, 2005, the registrant issued a press release announcing its financial results for the fourth quarter of 2004. A copy of the press release is furnished as Exhibit 99 to this report.

Section 9. – Financial Statements and Exhibits

Item 9.01.              Financial Statements and Exhibits.

(c)           Exhibits

99            Registrant’s press release dated February 2, 2005

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SIGNATURES

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, thereunto duly authorized.

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Exhibit 99

For Immediate Release

Allstate Reports 52% Increase in 2004 Fourth Quarter Net Income EPS,
34% Increase in Fourth Quarter Operating Income EPS,
Record 2004 Full Year Net and Operating Income EPS

NORTHBROOK, Ill., Feb. 2, 2005 – The Allstate Corporation (NYSE: ALL) today reported for the fourth quarter of 2004:

Consolidated Highlights (1)

•                  Property-Liability premiums written (1) grew 4.8% over the fourth quarter of 2003, 5.6% adjusted for reinsurance and accruals for premium refunds, driven by an increase in policies in force (“PIF”). Growth in policies in force for Allstate brand standard auto and homeowners lines remained strong at 5.5% and 6.4%, respectively, from the fourth quarter of 2003. This represents the highest growth rate achieved in the last 10 years. Total Allstate brand policies in force increased 3.9%.  Allstate brand standard auto and homeowners premiums written grew 5.7% and 9.8%, respectively.  These PIF results exclude impacts from Allstate Canada.

•                  Property-Liability underwriting income (1) increased 57.8% over the fourth quarter of 2003 to $762 million, due to increased premiums earned, continued favorable auto and homeowners loss frequencies and favorable prior year reserve reestimates.

•                  Pre-tax catastrophe losses totaled $412 million in both the fourth quarter of 2004 and 2003, with $367 million in 2004 attributable to reestimates of third quarter 2004 hurricane losses.  See the Allstate Protection Reestimates of Hurricane Catastrophe Losses section of this document for more details.

•                  Allstate Financial premiums and deposits (1) increased 26.0% over the fourth quarter of 2003 to $4.16 billion.  Operating income for the quarter was $142 million, an increase of 40.6% over the fourth quarter of 2003.

•                  For the total year, Allstate earned record levels of operating income ($3.1 billion, up 16.1%), net income per diluted share ($4.54, up 18.5%) and operating income per diluted share ($4.41, up 17.0%).

•                  Allstate’s annual operating income per diluted share guidance for 2005 (assuming the level of average expected catastrophe losses used in pricing for the year) is in the range of $5.40 to $5.80.

(1)          Measures used in this release that are not based on generally accepted accounting principles (“non-GAAP”) are defined and reconciled to the most directly comparable GAAP measure and operating measures are defined in the “Definitions of Non-GAAP and Operating Measures” section of this document.

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“It was a great quarter and a great year for Allstate,” said Chairman, President and CEO Edward M. Liddy. “We’re growing and generating solid returns for our shareholders thanks to a proven business strategy that we believe is sustainable into the future. In short, we are very pleased with our results and confident about our prospects.”

“Allstate Protection continues to make steady progress, growing faster than the marketplace in a very competitive environment. Helping to fuel solid increases in premiums for the quarter was growth in policies in force (PIF). These PIF increases also represent an increase in the rate of change in PIF growth we reported for the third quarter of 2004 and both Allstate brand standard auto and homeowners experienced PIF growth in most states.

“In the quarter, Allstate Protection’s overall underwriting income increased 58% over the prior year fourth quarter.  Both the Allstate brand and our Encompass business continued to contribute excellent underwriting results.  Allstate brand customer retention remained strong in the fourth quarter at near record levels, which we believe is a result of the service and value we provide our customers. Also contributing to our strong customer retention are the investments we continue to make in our business. Allstate brand standard auto retention improved almost half point compared to the prior year quarter and homeowners retention levels exceeded prior year fourth quarter results by more than a full point. Our advertising campaign has focused on educating consumers about Allstate’s strong competitive position in the marketplace, which has helped fuel solid gains in new business production.

“Our strategic risk management efforts continue to be extremely effective. Although we believe that Allstate is well ahead of most of our competitors in pricing sophistication, we will continue to add new and enhanced rating variables and additional refinements of our insurance scoring algorithms as competition continues to implement tiered rating programs. We believe our strategies have put Allstate in a great position going into 2005 to continue to grow profitably.

“I am very encouraged by the loss cost trends in our business during the fourth quarter and all of 2004.  As I have said before, we might see occasional fluctuations in the frequency trends due to weather, but the underlying frequency trend remains favorable.  Severity trends continue to be moderate, and our claims employees continue to provide excellent service to improve customer satisfaction.

“Allstate Financial also turned in a solid performance for the quarter. We generated strong and broad top line results delivering our second highest level of quarterly premiums and deposits ever. In particular, the Allstate Agency channel finished the year on a very strong note by generating one-third of its total 2004 sales of financial products in the fourth quarter. For the year, Allstate Financial delivered record retail, institutional, and total premiums and deposits. In January 2005, we launched our new SureIncome^SM withdrawal benefit on our variable annuity products which, combined with our TrueReturn^SM accumulation benefit, should boost sales in 2005.  Allstate Financial also had improved bottom line results with operating income of $142 million in the quarter, in line with our expectations.  Overall, the implementation of Allstate Financial’s business strategy is progressing well.

“In the quarter, we completed our $1.5 billion share repurchase program one year ahead of schedule and in January 2005, began our previously announced $4.0 billion share repurchase program to be completed in 2006.  Additionally, The Allstate Corporation board of directors will meet later this month to determine the dividend for the first quarter of 2005.

“Overall, 2004 was a very good year.  Even after absorbing an unusually high level of catastrophe losses of $2.5 billion in 2004, net income per diluted share and operating income per diluted share increased 18.5% and 17.0%, respectively, over the prior year, book value per diluted share increased 9.2% to $31.72 compared to prior year, and operating income return on equity increased 0.5 points to 17.0% compared to prior year.  We are very pleased with the consistent performance we have generated over time. We remain committed as ever to not rest on past performance. We are optimistic about 2005 and plan to use the momentum we have generated across the enterprise to ensure our company remains a powerful force that continues to deliver solid, consistent value to customers and shareholders.  We expect to generate operating earnings per diluted share growth of 22% to 32%.  This assumes our combined ratio, with an average expected level of catastrophe losses used in pricing for the year and no reserve reestimates, does not change materially from that experienced in 2004, which is in the low 90s.  Further, our expectation for top-line growth will be consistent with our objective of maintaining margins.  The resulting operating income return on equity is expected to exceed 18%.”

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Consolidated Highlights

•                  Book value per diluted share increased 9.2% compared to December 31, 2003.  Book value per diluted share excluding the net impact of unrealized net capital gains on fixed income securities(1) increased 11.0% to $28.62 at December 31, 2004 compared to December 31, 2003.

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Property-Liability Highlights

•                  Allstate brand standard auto and homeowners PIF increased 5.5% and 6.4%, respectively, from December 31, 2003 levels, compared to increases of 5.4% and 6.2%, respectively in the third quarter of 2004 over the third quarter of 2003.  Both standard auto and homeowners experienced growth in most states.  These results exclude impacts from Allstate Canada.

•                  Allstate brand standard auto and homeowners new business premiums written grew 5.5% and 4.3%, respectively, in the quarter, while the retention ratio increased to 90.6 and 88.7 respectively, from 90.2 and 87.5 in the prior year fourth quarter.  In September, we began curtailing our acceptance of new business in Florida, which had an adverse impact on our growth of Allstate brand homeowners new business premiums.  These results exclude impacts from Allstate Canada.

•                  Prior year net favorable reserve re-estimates in the quarter totaled $189 million for Property-Liability, reflecting lower actual claim severity trends than anticipated in previous estimates.

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Allstate Financial Highlights

•                  Delivered record retail premium and deposits of $3.58 billion in the fourth quarter and $11.88 billion for the year.

•                  Investments including Separate Account assets as of December 31, 2004 increased 13.9% over December 31, 2003 primarily due to strong sales of fixed annuities and funding agreements.

•                  The approximate difference between the weighted average credited rate and the average guaranteed rate on interest sensitive life and annuity contracts is 52 basis points compared to 50 basis points from the prior quarter due to sales of new contracts containing significantly lower guaranteed rates than the in-force block of business.  The crediting rates on approximately 62% of all such in-force contracts were at the minimum guaranteed rate at December 31, 2004.

•                  Completed the disposal of substantially all of our direct response distribution business in the fourth quarter of 2004.  The disposition of this business reduced fourth quarter total revenues by $62 million, benefits by $35 million, operating costs and expenses by $17 million and amortization of deferred acquisition costs (“DAC”) by $11 million.

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THE ALLSTATE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

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THE ALLSTATE CORPORATION

CONTRIBUTION TO INCOME

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THE ALLSTATE CORPORATION

COMPONENTS OF REALIZED CAPITAL GAINS AND LOSSES (PRETAX)