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^*

PILCH SAMUEL H

(Last)

(First)

(Middle)

2775 SANDERS ROAD

(Street)

NORTHBROOK

60062

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2004

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	02/06/2004		A		3,121⁽¹⁾	A	$0	28,721	D
Common Stock	02/06/2004		F⁽²⁾		4,170	D	$45.96	24,551	D
Common Stock	02/06/2004		M		20,492	A	$35	45,043	D
Common Stock	02/06/2004		S		38,926	D	$46.02	6,117	D
Common Stock	02/06/2004		M		12,500	A	$26.69	18,617	D
Common Stock	02/06/2004		M		10,150	A	$33.38	28,767	D
Common Stock	02/06/2004		M		3,660	A	$35	32,427	D
Common Stock								1,578.472	I	by 401(k)Plan

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)
Employee Stock Option (right to buy)	$26.69	02/06/2004		M			12,500	⁽³⁾	05/18/2010	Common Stock	12,500	$0	6,250	D
Employee Stock Option (right to buy)	$33.38	02/06/2004		M			10,150	⁽⁴⁾	02/07/2012	Common Stock	10,150	$0	30,450	D
Employee Stock Option (right to buy)	$35	02/06/2004		M			4,000	08/12/2003	08/12/2009	Common Stock	4,000	$0	20,492	D
Employee Stock Option (right to buy)	$35	02/06/2004		M			20,492	08/12/2003	08/12/2009	Common Stock	20,492	$0	0	D
Employee Stock Option (right to buy)	$45.96	02/06/2004		A		21,160		⁽⁵⁾	02/06/2014	Common Stock	21,160	$0	21,160	D

Explanation of Responses:

1. Award of restricted stock with tax withholding rights to reporting person pursuant to The Allstate Corporation 2001 Equity Incentive Plan; such restricted stock to vest on February 14, 2008.

2. Delivery of shares to issuer to pay minimum tax withholding liability incurred in connection with the exercise of a previously granted award of an employee stock option to reporting person.

3. Option to purchase 6,250 shares of common stock exercisable on May 18, 2004.

4. Option to purchase 30,450 shares of common stock exercisable in three increments, each for one-third of the total number of said shares, such installments to vest on February 7, 2004, and February 7, 2005, February 7, 2006, respectively.

5. Grant to reporting person of option to purchase 21,160 shares of common stock exercisable in four increments, each for one-fourth of the total number of said shares, such installments to vest on February 6, 2005, February 6, 2006, February 6, 2007 and February 6, 2008, respectively.

Remarks:

Reflects acquisition of 260.555 shares of The Allstate Corporation common stock since January 31, 2003 under The Savings and Profit Sharing Fund of Allstate Employees, a 401(k) plan, pursuant to the most recent plan statement, dated February 5, 2004.

	SAMUEL H PILCH	02/10/2004
	** 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).
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