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^*

WILSON THOMAS J

(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
Officer (give title below)	X	Other (specify below)
		President, Allstate Protection

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2003

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	08/13/2003		M		26,244	A	$22.63	96,110.522	D
Common Stock	08/13/2003		F		19,364	D	$36.01	76,746.522	D
Common Stock								0	I	by 401(k) of DWD⁽¹⁾
Common Stock								2,288.545	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)	$22.63	08/13/2003		M			26,244	⁽²⁾	08/15/2006	Common Stock	26,244	⁽²⁾	0	D
Employee Stock Option (right to buy)	$36.01	08/13/2003		A		16,492		⁽³⁾	08/15/2006	Common Stock	16,492	⁽³⁾	16,492	D

Explanation of Responses:

1. These shares were previously reported as 1,565 shares owned directly; they are held under the Dean Witter Discover START 401(k) Plan. The information presented is as of 12/31/95.

2. Option to purchase 26,244 shares of common stock granted August 15, 1996 exercisable in three equal increments, each for one-third of the total number of said shares, such installments vested on August 15, 1997, August 15, 1998 and August 15, 1999, respectively.

3. Grant to reporting person of option to purchase 16,492 shares of common stock exercisable in three increments, each for one-third of the total number of said shares, such installments to vest on August 13, 2004, August 13, 2005 and August 13, 2006, respectively.

Remarks:

Reflects acquisition of 26.019 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 July 31, 2003. Form also reflects 487.968 shares acquired during period of January 3, 2003 through July 1, 2003 through The DirectSERVICE Investment Program which reinvests dividends paid on The Allstate Corporation common shares.

	Wilson Thomas J.	08/15/2003
	** 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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