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) July 20, 2005

The Allstate Corporation

(Exact name of registrant as specified in charter)

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 2 – Financial Information

Item 2.02.              Results of Operations and Financial Condition.

On July 20, 2005, the registrant issued a press release announcing its financial results for the second quarter of 2005. 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 July 20, 2005

2

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.

3

Exhibit 99

For Immediate Release

Allstate Reports 16.3% Increase in Net Income EPS and
12.9% Increase in Operating Income EPS for 2005 Second Quarter; Increases Earnings Guidance

NORTHBROOK, Ill., July 20, 2005 – The Allstate Corporation (NYSE: ALL) today reported for the second quarter of 2005:

•                  Property-Liability premiums written(1) grew 3.7% over the second quarter of 2004, driven by an increase in Allstate brand standard auto and homeowners premiums written, which grew 5.3% and 8.1%, respectively.  Premiums written grew 4.5% adjusted for the cost of excess catastrophe reinsurance programs and business ceded to Universal Insurance Company of North America (“Universal”).  Allstate brand standard auto and homeowners policies in force (“PIF”) increased 4.2% and 5.4%, respectively, from June 30, 2004 levels.

•                  Property-Liability underwriting income(1) increased 11.9% over the second quarter of 2004 to $994 million, due to increased premiums earned, continued favorable auto and homeowners loss frequencies, lower catastrophes and favorable prior year reserve reestimates, partially offset by an accrual for the anticipated settlement of a worker classification lawsuit.

•                  Pre-tax catastrophe losses totaled $146 million in the second quarter of 2005 compared to $248 million in the second quarter of 2004.  The effect of catastrophe losses on the combined ratio was 2.2 points in the second quarter of 2005 compared to 3.8 points in the second quarter of 2004.  The effect of catastrophes on net income per diluted share was $0.14 in the second quarter of 2005 compared to $0.23 in the second quarter of 2004.  Catastrophe losses in the second quarter of 2005 include an accrual of $43 million ($28 million after-tax and $0.04 per diluted share) for anticipated assessments from Citizens Property Insurance Corporation (“Citizens”) in the state of Florida.  This assessment is expected to be partially recovered through premiums written in the state later this year and into 2006. The Citizens assessment along with the accrual for the anticipated settlement of a worker classification lawsuit impacted the combined ratio by 2.4 pts in the second quarter.

•                  Allstate Financial operating income for the quarter was $137 million, an increase of 8.7% over the second quarter of 2004.  Premiums and deposits(1) were $4.03 billion, a decrease of 5.9% over the second quarter of 2004.

•                  Allstate’s annual operating income per diluted share guidance for 2005 (assuming the level of average expected catastrophe losses used in pricing for the remainder of the year) is in the range of $6.00 to $6.40, compared to the previously announced 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.

“Allstate has turned in another very strong quarterly performance,” said Edward M. Liddy, chairman and CEO of The Allstate Corporation. “We continued to generate profitable growth accompanied by attractive returns on equity while, at the same time, continuing our disciplined capital management activities.  Solid growth in book value per share is a good indicator of the value we are creating for our shareholders.

“Our property-liability business earned an impressive $994 million in underwriting income, which is an 11.9% increase over the second quarter of 2004.  A relatively mild quarter for catastrophe losses and a continuation of favorable frequencies for auto and homeowners helped generate this outstanding result.

“We are pleased with the growth in net premiums written for Allstate Protection in the quarter, particularly given the catastrophe risk management strategies we implemented in a few key markets and the substantial reinsurance purchases we made in the quarter.  Premiums written were up 3.8% compared to the second quarter of 2004 with Allstate brand standard auto and homeowner premiums written serving as the key drivers increasing 5.3% and 8.1%, respectively, over the prior year quarter.  In a climate of relatively stable pricing and a more competitive marketplace, we believe this is a good result.

Total policies in force for Allstate brand personal lines grew 3.4% compared to the end of the second quarter of 2004.  Policies in force for Allstate brand standard auto and homeowners grew 4.2% and 5.4%, respectively, compared to the second quarter of 2004.

“Our retention ratio for Allstate brand standard auto and homeowners remains strong at 90.8 and 88.3, respectively, compared to 91.0 and 88.2 in the second quarter of 2004.  We also continued our rollout of Allstate^® Your Choice Auto Insurance, an innovative new auto insurance product, which provides even more choice for auto insurance customers.  This product is now available in a total of nine states after six new states came online in the second quarter of 2005 and we are on target for the product to be in a majority of the country by the end of 2005.

“Our rollout of SRM IV, the company’s newest generation underwriting and pricing process for auto insurance, remains on track to be in a majority of states before the end of the year. As evidenced by our results, tiered pricing allows us to segment risks with even more sophistication while helping us achieve the profitable growth we seek.

“Allstate Financial turned in an improved performance for the quarter.  Operating income of $137 million was 8.7% over the second quarter of 2004, driven by lower expenses and investment margin growth.  Premiums and deposits of $4.0 billion decreased 5.9% from the prior year due to reduced institutional product sales and market interest rates decreasing the competitiveness of fixed annuities.  Allstate Financial’s primary focus is improving returns and then profitably growing the business in those product lines and distribution channels where acceptable returns can be achieved.

“The challenging interest rate climate has consumers considering alternative savings vehicles such as money market funds and short- and medium-term CDs because they have become more competitive with fixed annuities.  If this continues, we expect the fixed annuity market to contract in the near term.  With Allstate Financial remaining disciplined in pricing to meet our return objectives, fixed annuity sales may decline temporarily until the interest rate environment improves.

“We continued to make significant progress on our share repurchase program in the quarter, buying back 14.0 million shares at $796 million.  For the first half of the year, we have bought back a total of 27.4 million shares at $1.5 billion toward the current $4.0 billion share repurchase program.

“Our new leadership structure, with Tom Wilson as president and chief operating officer, responsible for all insurance operations, is off to a great start. Finally, our performance for the first half of 2005 was excellent and I remain confident about our prospects for the future. Thus, we have raised our annual operating income earnings per diluted share guidance for 2005 to a range of $6.00 to $6.40.”

2

Consolidated Highlights

•                  Book value per diluted share increased 13.3% compared to June 30, 2004.  Book value per diluted share excluding the net impact of unrealized net capital gains on fixed income securities(1) was $30.40 at June 30, 2005, reflecting increases of 9.6% and 6.2% compared to June 30, 2004 and December 31, 2004, respectively.

3

Property-Liability Highlights

•                  Allstate brand standard auto and homeowners PIF increased 4.2% and 5.4%, respectively, from June 30, 2004 levels, compared to increases of 4.9% and 6.0%, respectively, in the first quarter of 2005 over the first quarter of 2004.  PIF results in this release exclude impacts from Allstate Canada.

•                  The retention ratio for the Allstate brand standard auto and homeowners was 90.8 and 88.3, respectively, compared to 91.0 and 88.2 in the prior year second quarter.  Retention ratios in this release exclude impacts of Allstate Canada.

•                  New business premiums for the Allstate brand standard auto and homeowners declined 1.7% and 9.6%, respectively, as compared to the second quarter of 2004, primarily due to declines in certain markets from proactive risk management actions and competitive pressures.

•                  Standard auto new business premiums grew 2.1% excluding New Jersey and Florida.  In New Jersey, we continue to experience a decline due to new entrants in the market.  In Florida, we continue to experience a decline due to decreased cross-selling opportunities from our homeowners business.  New business premiums, which represented 9.0% of the total standard auto premiums written, increased in approximately 60% of the states.

•                  Homeowners new business premiums grew 3.0% excluding Florida, California and New York.  Declines in these markets are due to our catastrophe risk management strategies.  New business premiums, which represented 12.8% of the total homeowners premiums written, increased in approximately 70% of the states.

We will continue our disciplined risk and pricing approach, seeking profitable growth on a market-by-market basis.

4

•                  Two new homeowners reinsurance programs related to our risk management strategies commenced during the second quarter of 2005, impacting premiums written.

•                  We entered into multi-year reinsurance treaties, effective June 1, 2005, that cover excess catastrophe losses in 7 states, including Florida, New York, New Jersey, Connecticut, Texas, North Carolina and South Carolina.  The cost of these treaties is approximately $190 million per year, or $48 million per quarter.  The previous treaties had a quarterly impact on premiums written of $23 million.  The second quarter impact of these treaties on premiums written was $30 million and $5 million in 2005 and 2004, respectively.

•                  We also reached a definitive agreement for a portion of our existing Allstate Floridian customers to have new policies available from Universal when their existing policies expire and are not renewed.  This program includes approximately 95,000 policyholders, or approximately 1% of Allstate brand homeowners PIF.  We are also ceding premiums and losses on these policies during the period beginning March 1, 2005 to their expiration date.  The impact of this agreement on the second quarter premiums written was $24 million.  PIF is expected to be adversely impacted beginning in the third quarter of 2005 and during 2006.

Our risk management strategies have decreased our catastrophic risk in the state of Florida, including our expected per storm retention from the Florida Hurricane Catastrophe Fund.  For the current year, our expected retention for qualifying personal property losses per storm is an estimated $233 million for the two largest hurricanes and $78 million for other hurricanes.  This compares to our per storm retention of $312 million during the prior year.  We continue to consider other enterprise risk management actions including the expanded use of alternative markets and the acquisition of additional reinsurance to cover our major catastrophe risks such as hurricanes and earthquakes, including assessments from the California Earthquake Authority.

•                  Because Hurricane Dennis, which struck portions of Florida and the gulf coast beginning on July 10, has only recently occurred, its impact on the company and its subsidiaries cannot be fully determined at this time.

5

Allstate Financial Highlights

•                  Investments including Separate Account assets as of June 30, 2005 increased 13.6% over June 30, 2004 primarily due to sales of fixed annuities and funding agreements.

•                  As of June 30, 2005, 75% of our interest-sensitive life and fixed annuity contracts, excluding market value adjusted annuities, have a guaranteed crediting rate of 3% or higher.  Of these contracts, 76% have crediting rates that are at the minimum as of June 30, 2005.  For all interest-sensitive life and fixed annuity contracts, excluding market value adjusted annuities, the approximate difference between the weighted average crediting rate and the average guaranteed crediting rate is 49 basis points as of June 30, 2005 compared to 51 basis points as of March 31, 2005.

•                  New sales of financial products by Allstate exclusive agencies increased 13.5% over the second quarter of 2004 to $588 million.

•                  Variable annuity premiums and deposits were $459 million in the quarter, an increase of 4.6% over the prior year and 13.6% over the first quarter of this year.  Recent enhancements to the underlying investment funds, the guaranteed accumulation benefit, the new guaranteed withdrawal benefit and our new marketing approach are beginning to have a positive impact.

6

THE ALLSTATE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

7

THE ALLSTATE CORPORATION

CONTRIBUTION TO INCOME

(1)      The non-recurring increase in liability for future benefits is for a discontinued benefit plan.

8

THE ALLSTATE CORPORATION

COMPONENTS OF REALIZED CAPITAL GAINS AND LOSSES (PRETAX)