Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Roche Michael John
 2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2005		 3. Issuer Name and Ticker or Trading Symbol
ALLSTATE CORP [ALL]
(Last)
(First)
(Middle)
THE ALLSTATE CORPORATION, 2775 SANDERS ROAD		 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 Original Filed(Month/Day/Year)
(Street)

NORTHBROOK, IL 60062-6127		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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 of Derivative Security: 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  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Roche Michael John
THE ALLSTATE CORPORATION
2775 SANDERS ROAD
NORTHBROOK, IL 60062-6127		       SVP Allstate Insurance Company

Signatures

MICHAEL J ROCHE 06/03/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.