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As filed with the Securities and Exchange Commission on May 15, 2001.

Registration No.      

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

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THE ALLSTATE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

2775 Sanders Road
Northbrook, Illinois 60062-6127
(Address and Zip Code of principal executive office)

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THE ALLSTATE CORPORATION 2001 EQUITY INCENTIVE PLAN
(Full title of the Plan)

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Michael J. McCabe, Vice President and General Counsel
The Allstate Corporation,
2775 Sanders Road,
Northbrook, Illinois 60062-6127
(847) 402-5000
(Name, address, and telephone number of agent for service)

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CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered		Amount to be Registered(2)		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Shares, par value $0.01 per share(1)		37,000,000 shares		$41.68(3)		$1,542,160,000(3)		$385,540(3)

(1)

Including associated preferred share purchase rights.

(2)

The provisions of Rule 416 under the Securities Act of 1933 apply to this Registration Statement and the number of shares registered hereby shall automatically increase or decrease as the result of stock splits, stock dividends, reverse stock splits or similar transactions.

(3)

Calculated pursuant to Rule 457(h) based on the average of the high and low prices of Allstate common stock on May 8, 2001 as reported on the New York Stock Exchange consolidated reporting system.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3:  INCORPORATION OF DOCUMENTS BY REFERENCE

    The following documents filed by Allstate with the Commission are incorporated in and made a part of this Registration Statement by reference, as of their respective dates:

1.

Allstate's Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 1-11840)



2.

Allstate's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 (File No. 1-11840)



3.

Allstate's Current Report on Form 8-K filed February 12, 2001 (File No. 1-11840)



4.

The description of Allstate's common shares under the caption "Description of Allstate Capital Stock" contained in Allstate's Form 10/A filed May 14, 2001 (File No. 1-11840)



5.

The description of the preferred share purchase rights contained in Item 1 of the Registration Statement on Form 8-A filed on February 19, 1999 (File No. 1-11840)



6.

From the date of filing of such documents, all documents filed by Allstate with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold

    Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or replaces such statement. Except as so modified or superseded, such statement shall not be deemed to constitute a part of this Registration Statement.

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ITEM 5:  INTERESTS OF NAMED EXPERTS AND COUNSEL

    Emma M. Kalaidjian, Esq., Allstate's Assistant Secretary, has passed upon the validity of the common stock and rights being registered. Ms. Kalaidjian is eligible to participate in the Plan and as of May 14, 2001 she beneficially owns 3,675 shares of Allstate's common stock as well as stock options. These shares and options include awards under Allstate's employee benefit plans, subject to forfeiture under certain circumstances.

ITEM 6:  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Article IV of the by-laws of Allstate provides that Allstate will indemnify all of its directors, former directors, officers and former officers, to the fullest extent permitted under law, who were or are a party or are threatened to be made a party to any proceeding by reason of the fact that such persons were or are directors or officers of Allstate, against liabilities, expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by them. The indemnity shall not be deemed exclusive of any other rights to which directors or officers may be entitled by law or under any articles of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise. In addition, the indemnity shall inure to the benefit of the legal representatives of directors and officers or of their estates, whether such representatives are court appointed or otherwise designated, and to the benefit of the heirs of such directors and officers. The indemnity shall extend to and include claims for such payments arising out of any proceeding commenced or based on actions of such directors and officers taken prior to the effectiveness of this indemnity; provided that payment of such claims had not been agreed to or denied by Allstate before such date.

    Article Eighth of the Allstate's restated certificate of incorporation provides that a director of Allstate shall not be personally liable to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, to the fullest extent of the Delaware General Corporation Law.

    Under Section 145 of the Delaware General Corporation Law, a corporation may indemnify a person who was made a party to a proceeding or threatened to be made a party to a proceeding by reason of the fact that the person is or was a director or officer of the corporation against liability actually and reasonably incurred in connection with such proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe the person's conduct was unlawful. A corporation may not indemnify a director or officer in connection with a proceeding where he is adjudged liable to the corporation, unless the court in which the proceeding is brought determines that such director or officer is fairly and reasonably entitled to indemnity.

    Allstate has provided liability insurance for each director and officer for certain losses arising from claims or charges made against them while acting in their capacities as directors or officers of Allstate.

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ITEM 8:  EXHIBITS

    The Exhibits to this Registration Statement are listed in the Exhibit Index of this Registration Statement, which index is incorporated herein by reference.

ITEM 9:  UNDERTAKINGS

    Allstate hereby undertakes:

    (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;



(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;



(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by Allstate pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement

    (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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    (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

    Allstate hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of Allstate's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Allstate pursuant to the foregoing provisions, or otherwise, Allstate has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Allstate of expenses incurred or paid by a director, officer or controlling person of Allstate in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Allstate will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, Allstate certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Northfield, County of Cook, State of Illinois, on May 14, 2001.

		THE ALLSTATE CORPORATION
		By:		/s/ MICHAEL J. MCCABE
		Name: Michael J. McCabe Title: Vice President and General Counsel

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    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Emma M. Kalaidjian, Edward M. Liddy, Michael J. McCabe, Robert W. Pike and Samuel H. Pilch, and each of them, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Name		Title		Date
/s/ EDWARD M. LIDDY    Edward M. Liddy		Director, Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)		May 14, 2001
/s/ JOHN L. CARL    John L. Carl		Vice President and Chief Financial Officer (Principal Financial Officer)		May 14, 2001
/s/ SAMUEL H. PILCH    Samuel H. Pilch		Controller (Principal Accounting Officer)		May 14, 2001
F. Duane Ackerman		Director		May 14, 2001
/s/ JAMES G. ANDRESS    James G. Andress		Director		May 14, 2001
/s/ WARREN L. BATTS    Warren L. Batts		Director		May 14, 2001
/s/ EDWARD A. BRENNAN    Edward A. Brennan		Director		May 14, 2001

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/s/ JAMES M. DENNY    James M. Denny		Director		May 14, 2001
/s/ W. JAMES FARRELL    W. James Farrell		Director		May 14, 2001
/s/ RONALD T. LEMAY    Ronald T. LeMay		Director		May 14, 2001
Michael A. Miles		Director		May 14, 2001
/s/ H. JOHN RILEY, JR.    H. John Riley, Jr.		Director		May 14, 2001
/s/ JOSHUA I. SMITH    Joshua I. Smith		Director		May 14, 2001
Judith A. Sprieser		Director		May 14, 2001
/s/ MARY ALICE TAYLOR    Mary Alice Taylor		Director		May 14, 2001

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EXHIBIT INDEX

Exhibit Number		Description
4.1		Restated Certificate of Incorporation of Allstate (incorporated by reference to Exhibit 3(a) to Allstate's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, File No. 1-11840)
4.2		By-Laws of Allstate (incorporated by reference to Exhibit 3(b) to Allstate's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, File No. 1-11840)
4.3		Rights Agreement dated as of February 12, 1999 (incorporated by reference to Exhibit 4 to Allstate's Form 8-K filed February 19, 1999, File No. 1-11840)
5		Opinion of Emma M. Kalaidjian, Esq.
15		Acknowledgement of Deloitte & Touche LLP regarding unaudited interim financial information
23.1		Consent of Emma M. Kalaidjian (included in Exhibit 5)
23.2		Consent of Deloitte & Touche LLP
24		Power of Attorney (included on signature page)

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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES