SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Roche Michael John (Last) (First) (Middle) THE ALLSTATE CORPORATION 2775 SANDERS ROAD (Street) NORTHBROOK IL 60062-6127 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/01/2005	3. Issuer Name and Ticker or Trading Symbol ALLSTATE CORP [ ALL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) SVP Allstate Insurance Company	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	11,843	D
Common Stock	1,145.5088(1)	I	by 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	02/07/2004(2)	02/07/2013	Common Stock	21,200	31.78	D
Employee Stock Option (right to buy)	02/07/2003(3)	02/07/2012	Common Stock	37,836	33.38	D
Employee Stock Option (right to buy)	03/09/2005(4)	03/09/2014	Common Stock	5,000	45.29	D
Employee Stock Option (right to buy)	02/06/2005(5)	02/06/2014	Common Stock	21,000	45.96	D
Employee Stock Option (right to buy)	02/22/2006(6)	02/22/2015	Common Stock	16,120	52.57	D
Restricted Stock Units	02/22/2009	(7)	Common Stock	3,210	0(7)	D

Explanation of Responses:

1. Reflects acquisition of 1,145.5088 shares of The Allstate Corporation common stock under The Savings and Profit Sharing Fund of Allstate Employees, a 401(k) plan, pursuant to the most recent plan statement, dated June 1, 2005.

2. Option to purchase 21,200 shares of common stock of which 10,600 shares are currently vested and exercisable; the remaining 10,600 shares of common stock will vest in two equal increments on February 7, 2006 and February 7, 2007.

3. Option to purchase 37,836 shares of common stock of which 28,377 shares are currently vested and exercisable; the remaining 9,459 shares of common stock will vest on February 7, 2006.

4. Option to purchase 5,000 shares of common stock of which 1,250 shares are currently vested and exercisable; the remaining 3,750 shares of common stock will vest in three equal increments on March 9, 2006, March 9, 2007 and March 9, 2008.

5. Option to purchase 21,000 shares of common stock of which 5,250 shares are currently vested and exercisable; the remaining 15,750 shares of common stock will vest in three equal increments on February 6, 2006, February 6, 2007 and February 6, 2008.

6. Option to purchase 16,120 shares of common stock exercisable in four equal increments, each one-fourth of the total number of said shares, such installments to vest on February 22, 2006, February 22, 2007, February 22, 2008 and February 22, 2009.

7. Award of Restricted Stock Units (RSUs) with tax withholding rights granted under The Allstate Corporation 2001 Equity Incentive Plan. Each RSU represents the right to receive, without the payment of any consideration, one share of Allstate common stock at the end of the restricted period (the conversion date), which is February 22, 2009.

	MICHAEL J ROCHE	06/03/2005
	** 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 5 (b)(v).
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