SC 13G/A

	SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

SCHEDULE 13G


Under the Securities Exchange Act of 1934
(Amendment No. 8)



Allstate Corporation
(Name of Issuer)


Common Stock, $0.01 Par
(Title of Class of Securities)


020002 10 1
(CUSIP Number)


Check the following box if a fee is being paid with this statement [ ]


CUSIP No.   020002 10 1


13G

Page    2    of    7    Pages



  1

Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
	Northern Trust Corporation			36-2723087
	The Northern Trust Company			36-1561860
	Northern Trust Bank, NA				86-0377338
	Northern Trust Bank of California, NA		94-2938925
	Northern Trust Bank of Florida, NA		36-3190871
	Northern Trust Bank of Texas,  NA		75-1999849
	Northern Trust Investments, NA			36-3608252
	Northern Trust Bank, FSB			38-3424562
	Northern Trust Company of Connecticut		06-6275604
	Northern Trust Global Investments (Europe) Ltd	6807764922343A00


  2

Check the appropriate box if a member of a group

	Not Applicable	(a)	[ ]
		(b)	[ ]



  3

S.E.C. use only



  4

Citizenship or place of organization

	Northern Trust Corporation--a Delaware corporation with principal offices
	In Chicago, Illinois




Number of Shares Beneficially owned by Each Reporting Person with

  5
Sole Voting Power

	4,771,682


  6
Shared Voting Power

	35,696,518


  7
Sole Dispositive Power

	9,595,841


  8
Shared Dispositive Power

	186,871


  9

Aggregate amount beneficially owned by each reporting person

	40,860,704


10

Check box if the aggregate amount in Row (9) excludes certain shares.

	Not Applicable


11

Percent of class represented by amount in Row 9

	5.95



12

Type of reporting person


	Northern Trust Corporation  HC


SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934

Check the following box if a fee is being paid with statement [ ].

1.	(a)	Allstate Corporation
		(Name of Issuer)

	(b)	2775 Sanders Road, Northbrook, Illinois 60062
		(Address of Issuer's Principal Executive Office)

2.	(a)	Northern Trust Corporation
		(Name of Person Filing)

	(b)	50 South LaSalle Street, Chicago, Illinois 60675
		(Address of Person Filing)

	(c)	U.S. (Delaware Corporation)
		(Citizenship)

	(d)	Common Stock, $0.01 Par
		(Title of Class of Securities)

	(e)	020002 10 1
		(CUSIP Number)

3. This statement is being filed by Northern Trust Corporation as a
Parent Holding Company in accordance with S240.13d-1(b) (1) (ii) (G).

4.	(a)	 40,860,704
		(Amount Beneficially Owned)

	(b)	 5.95
		(Percent of Class)

	(c)	Number of shares as to which such person has:

		(i)	      4,771,682
			(Sole Power to Vote or to Direct the Vote)

		(ii)	      35,696,518
			(Shared Power to Vote or to Direct the Vote)

		(iii)	      9,595,841
			(Sole Power to Dispose or Direct Disposition)

		(iv)         186,871
			(Shared Power to Dispose or Direct Disposition)



5. If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
 5 percent of the class of securities, check the following:  [ ]

6. Statement regarding ownership of 5 percent or more on behalf of another
 person:



7.	Parent Holding Company reporting on behalf of the following subsidiaries,
 all of which are banks as defined in Section 3(a) (6) of the Act:

	The Northern Trust Company			Northern Trust Bank, N.A.
	50 South LaSalle Street				2398 East Camelback Road
	Chicago, IL  60675				Phoenix, AZ  85016

	Northern Trust Bank of Florida N.A.		Northern Trust Bank of California N.A.
	700 Brickell Avenue				355 South Grand Avenue, Suite 2600
	Miami, FL  33131				Los Angeles, CA  90071

	Northern Trust Bank of Texas N.A.		Northern Trust Investments, N.A.
	2020 Ross Avenue				50 South LaSalle Street
	Dallas, TX  75201				Chicago, IL  60675

	Northern Trust Company of Connecticut		Northern Trust Bank, FSB
	300 Atlantic Street, Suite 400			10 West Long Lake Road
	Stamford, CT 06901				Bloomfield Hills, MI  48304

	Northern Trust Global Investments Europe Ltd
	6 Devonshire Square, London, UK EC2M 4YE

8.	Identification and Classification of Members of the Group.

Not Applicable.

9.	Notice of Dissolution of Group.

Not Applicable.

10. By signing below I certify that, to the best of my knowledge and belief,
 the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purpose or effect.





	After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


								NORTHERN TRUST CORPORATION

								________________________________
								By:  Orie L. Dudley
				As its Executive Vice President and Chief Investment Officer
DATED:  02-08-2005


EXHIBIT TO SCHEDULE 13G AMENDMENT
FILED BY NORTHERN TRUST CORPORATION

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549-1004
Attention: Filing Desk, Stop 1-4

RE:  Allstate Corporation

Pursuant to the requirement of 240.13d-1(k) (1) (iii), this exhibit shall
constitute our written agreement that the Schedule 13G Amendment to which this
exhibit is attached is filed on behalf of Northern Trust Corporation and of
its subsidiary(ies), as stated below, regarding our respective beneficial
ownership in the above-captioned equity security.
							NORTHERN TRUST CORPORATION

							_________________________________
								By:  Orie L. Dudley
				As its Executive Vice President and Chief Investment Officer

DATED:  02-08-2005

The NORTHERN TRUST COMPANY
NORTHERN TRUST INVESTMENTS, NA
NORTHERN TRUST GLOBAL INVESTMENTS EUROPE LTD

________________________________________
By:  Orie L. Dudley
As its Executive Vice President and Chief Investment Officer


NORTHERN TRUST BANK, NA
NORTHERN TRUST BANK OF CALIFORNIA, NA
NORTHERN TRUST BANK OF FLORIDA, NA
NORTHERN TRUST BANK OF TEXAS, NA

________________________________________
By: Quentin Johnson
As its Authorized Representative


NORTHERN TRUST BANK, FSB

________________________________________
By: Brian J. Hofmann
As its Authorized Representative


NORTHERN TRUST COMPANY OF CONNECTICUT

________________________________________
By: Trista D. Simoncek
As its Vice President

EX-1

Exhibit 1 to Schedule 13G
Filed by Northern Trust Corporation



CERTIFIED RESOLUTION

The undersigned certifies that the undersigned is the duly appointed, qualified
and acting Secretary or Assistant Secretary of Northern Trust Corporation, as
 indicated below, and that the following resolution was duly adopted by the
Board of Directors of Northern Trust Corporation on July 19, 2004 and remains
in full force and effect:
RESOLVED, that each of the 'Executive Officers' of
Northern Trust Corporation (the 'Corporation'), as that
term is defined in Rule 3b-7 under the Securities Exchange
Act of 1934, and each of the following other officers of the
Corporation, is hereby authorized to sign, on behalf of the
Corporation, any Statements on Schedule 13G, and any
amendments to such Statements, required to be filed with
the Securities and Exchange Commission by the
Corporation with respect to any securities beneficially
owned by the Corporation and any of its direct or indirect
subsidiaries:
				Orie L. Dudley, Jr.
				Peter J. Flood
				James D. McDonald


IN WITNESS WHEREOF, the undersigned has executed this certificate on
February 10, 2005.
	/s/ Rose A. Ellis
	Rose A. Ellis
      Secretary
	Northern Trust Corporation