FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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

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1. Name and Address of Reporting Person * MCCABE MICHAEL J   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) V.P. and General Counsel (Last) (First) (Middle) THE ALLSTATE CORPORATION, 2775 SANDERS ROAD 3. Date of Earliest Transaction (Month/Day/Year) 05/02/2005 (Street) NORTHBROOK, IL 60062-6127 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 05/02/2005   M   8,000 A $ 41.11 53,086.13 (1) D   Common Stock 05/02/2005   M   30,068 A $ 36.64 83,154.13 (1) D   Common Stock 05/02/2005   S   28,291 D $ 56.64 54,863.13 (1) D   Common Stock 05/02/2005   F(2)   634 D $ 56.25 54,229.13 (1) D   Common Stock 05/02/2005   F(2)   3,087 D $ 56.25 51,142.13 (1) D   Common Stock 05/02/2005   F(3)   5,846 D $ 56.25 45,296.13 (1) D   Common Stock               500 I by Son Common Stock               2,464.4546 (4) I by 401(k) Plan

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 36.64

05/02/2005

M

30,068

08/14/1998

08/14/2007

Common Stock

30,068

$ 36.64

0

D

Employee Stock Option (right to buy)

$ 41.11

05/02/2005

M

8,000

11/11/1998

11/11/2007

Common Stock

8,000

$ 41.11

0

D

Employee Stock Option (right to buy)

$ 56.25

05/02/2005

A

5,846

05/02/2006(5)

11/11/2007

Common Stock

5,846

$ 0

5,846

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MCCABE MICHAEL J THE ALLSTATE CORPORATION 2775 SANDERS ROAD NORTHBROOK, IL 60062-6127			V.P. and General Counsel

Signatures

MICHAEL J MC CABE		05/04/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1(c) trading plan adopted by the reporting person on December 3, 2004. Form also reflects 99.13 shares acquired during period of May 18, 2004 through April 6, 2005 through the Shareowner Service Plus Plan, which reinvests dividends paid on The Allstate Corporation common shares.
(2)	Delivery of shares to issuer to pay minimum tax withholding liability incurred in connection with the exercise.
(3)	Delivery of already-owned stock to issuer in payment of option exercise price.
(4)	Reflects acquisition of 209.1296 shares of The Allstate Corporation common stock since December 21, 2004 under The Savings and Profit Sharing Fund of Allstate Employees, a 401(k) plan, pursuant to the most recent plan statement, dated May 2, 2005.
(5)	The option vests in three increments, 1,949 shares on May 2, 2006, 1,949 shares on May 2, 2007 and 1,948 shares on May 2, 2008.

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