As filed with the Securities and Exchange Commission on
                     November 14, 1996 Registration No.333-
          -----------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                  ------------

                            THE ALLSTATE CORPORATION
               (Exact Name of Issuer as Specified in its Charter)
    DELAWARE                                                     36-3871531
(State of Incorporation)                (I.R.S. Employer Identification No.)

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

                  THE ALLSTATE CORPORATION AMENDED AND RESTATED
             DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

                            (Full title of the Plan)
                                  -------------

                                 ROBERT W. PIKE
                  Vice President, Secretary and General Counsel
                            The Allstate Corporation
                              2775 Sanders Road, F8
                           Northbrook, Illinois 60062
                                 (847) 402-6075
           (Name, address, and telephone number of agent for service)
                                  -------------



<PAGE>




                         CALCULATION OF REGISTRATION FEE
=============================================================================
               |  Amount       |Proposed       |Proposed       |            |
Title of       |  to be        |Maximum        |Maximum        |Amount of   |
Securities     |  Registered   |Offering Price |Aggregate      |Registration|
               |               |Per Obligation |Offering Price |Fee         |
-----------------------------------------------------------------------------
Deferred       |               |               |               |            |
Compensation   |$4,000,000(2)  |  100%         |$4,000,000 (2) |$1,380.00   |
Obligations (1)|               |               |               |            |
               |               |               |               |            |
-----------------------------------------------------------------------------
(1) The Deferred  Compensation  Obligations  are  unsecured  obligations  of The
Allstate  Corporation to pay deferred  compensation  in the future in accordance
with  the  terms of The  Allstate  Corporation  Amended  and  Restated  Deferred
Compensation Plan For Non-Employee Directors.

(2)  Calculated  pursuant to Rule 457(h).  An  indeterminate  number of Deferred
Compensation  Obligations  may be issued by the  Registrant  under the Plan from
time to time,  based  upon the  level of  director  participation.  The  maximum
aggregate  offering  price is based upon an estimate,  solely for the purpose of
computing the registration fee.





<PAGE>







                                     PART I


                    INFORMATION REQUIRED IN THE SECTION 10(a)
                                   PROSPECTUS

         The document containing the information about The Allstate  Corporation
Amended and Restated Deferred Compensation Plan For Non-Employee  Directors (the
"Plan")  specified  in Part I of Form  S-8  will be sent or  given  to  eligible
directors as specified by Securities and Exchange  Commission (the "Commission")
Rule  428(b)(1).  Such document and the documents  incorporated  by reference in
this  Registration  Statement  pursuant  to Item 3 of Part II,  taken  together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities  Act of 1933.  All such  documents  will be dated and maintained in a
"prospectus  file" as required by SEC Rule 428(a) and will contain the following
legend in a conspicuous place as directed by SEC Rule 428(b)(1).

         This document (or  specifically  designated  portions of this document)
         constitutes  (constitute) part of a prospectus covering securities that
         have been registered under the Securities Act of 1933.


                                       3

<PAGE>









                                     Part II



               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3:  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by The Allstate  Corporation  ("Allstate"
or the "Company")  with the Commission  are  incorporated  in and made a part of
this  Registration  Statement  by  reference,  except  to the  extent  that  any
statement  or  information  therein is  modified,  superseded  or  replaced by a
statement or  information  contained in any other  subsequently  filed  document
incorporated herein by reference:  (1) Allstate's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995; (2) Allstate's  Current Reports on Form
8-K dated September 30 and October 8, 1996;(3)  Allstate's  Quarterly Reports on
Form 10-Q for the quarters  ended March 31, June 30, and September 30, 1996; (4)
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  ("Exchange   Act")  subsequent  to  the  date  of  this
Registration Statement and prior to the filing of a post-effective  amendment to
the  Registration  Statement which indicates that all securities  offered hereby
have been sold or which deregisters all securities then remaining unsold.

ITEM 4:  DESCRIPTION OF SECURITIES

         Under the Plan, the Company  provides  directors of the Company who are
not officers or employees of the Company or its  subsidiaries the opportunity to
enter into agreements for the deferral of all or any part of their  compensation
as  directors.  The  obligations  of the  Company  under  such  agreements  (the
"Obligations")  will be unsecured general  obligations of the Company to pay the
deferred  compensation  in the future in accordance  with the terms of the Plan,
and will rank PARI PASSU with other unsecured and unsubordinated indebtedness of
the Company from time

                                        4

<PAGE>



to time outstanding. The Company's ability to pay its obligations, including the
Obligations described herein, is largely dependent upon the receipt of dividends
from the Company's subsidiary,  Allstate Insurance Company, which are restricted
by Illinois  insurance  laws and  regulations.  Because the Company is a holding
company,  the right of the Company,  hence the right of creditors of the Company
(including  participants in the Plan), to participate in any distribution of the
assets of any subsidiary upon its liquidation or  reorganization or otherwise is
necessarily  subject to the prior claims of creditors of the subsidiary,  except
to the extent that claims of the Company  itself as a creditor of the subsidiary
may be recognized.

         The amount of compensation to be deferred by each  participant  will be
determined  in accordance  with the Plan based on elections by the  participant.
Each  Obligation  will be payable on a date or dates selected by the participant
in accordance with the terms of the Plan. The Obligations will be indexed to one
or more of four indexes (Money Market funds; 90 day Dealer Commercial Paper; the
S&P 500  Index and a  phantom  stock  account  based on the  performance  of the
Company's   common   stock)individually   chosen  by  each   participant.   Each
participant's  Obligation will be adjusted to reflect  interest and dividends on
securities in the selected indexes,  including any appreciation or depreciation.
The Obligations will be denominated and be payable in United States dollars.

         The  participant's  right  or the  right  of any  other  person  to the
Obligations  cannot  be  assigned,  alienated,  sold,  garnished,   transferred,
pledged,  or encumbered  except by a written  designation of a beneficiary under
the Plan, by written will, or by the laws of descent and distribution.

         The  Obligations  are not subject to  redemption,  in whole or in part,
prior to the individual  payment dates specified by the  participants.  However,
the  Company  reserves  the  right to amend or  terminate  the Plan at any time,
except that no such amendment or termination shall adversely affect the right of
a  participant  to the balance of his or her deferred  account as of the date of
such amendment or termination.




                                        5

<PAGE>



ITEM 5:  INTERESTS OF NAMED EXPERTS AND COUNSEL

          The validity of the Obligations  being registered has been passed upon
          by Joseph T. Kane,  Counsel,  Corporate  Law  Department  of  Allstate
          Insurance Company, a wholly-owned  subsidiary of the Company. Mr. Kane
          is not eligible to participate in the Plan.


ITEM 6:  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law (the "DGCL"), inter
alia,  empowers a Delaware  corporation  to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding (other than an action by or in the right of
the  corporation)  by reason of the fact that such  person is or was a director,
officer,  employee  or  agent of the  corporation  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation or other enterprise,  against expenses (including  attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with such action,  suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe his conduct was unlawful. Similar
indemnity is authorized for such persons against expenses (including  attorneys'
fees)  actually  and  reasonably  incurred  in  connection  with the  defense or
settlement of any such  threatened,  pending or completed action or suit if such
person  acted in good faith and in a manner he  reasonably  believed to be in or
not opposed to the best interests of the corporation,  and provided further that
(unless a court of competent  jurisdiction otherwise provides) such person shall
not have been adjudged liable to the corporation.  Any such  indemnification may
be made only as authorized in each  specific  case upon a  determination  by the
shareholders  or  disinterested  directors or by independent  legal counsel in a
written  opinion that  indemnification  is proper because the indemnitee has met
the applicable standard of conduct.


         Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a

                                        6

<PAGE>



director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation or enterprise,  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would otherwise have the power to indemnify him
under  Section  145.  The  Company  maintains  policies  insuring  its  and  its
subsidiaries'  officers and directors  against  certain  liabilities for actions
taken in such capacities, including liabilities under the Securities Act.

         Article IV of the By-laws of the Company  provides for  indemnification
of the directors and officers of the Company to the fullest extent  permitted by
law, as now in effect or later  amended.  In addition,  the By-laws  provide for
indemnification against expenses incurred by a director or officer to be paid by
the  Company  in  advance  of the  final  disposition  of such  action,  suit or
proceeding; provided, however, that an advancement of expenses will be made only
upon  receipt of an  undertaking  by or on behalf of the  director or officer to
repay such amount unless it shall be ultimately  determined  that he is entitled
to be indemnified by the Company.  The By-laws further provide for a contractual
cause of  action on the part of  directors  and  officers  of the  Company  with
respect to indemnification claims which have not been paid by the Company.

         The Company also 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 the Company.

         Article Ninth of the Company's  Restated  Certificate of  Incorporation
limits, to the fullest extent permitted by the DGCL as the same exists or may be
amended, the personal liability of the Company's directors to the Company or its
stockholders  for  monetary  damages  for a breach  of their  fiduciary  duty as
directors. Section 102(b)(7) of the DGCL currently provides that such provisions
do not eliminate the liability of a director (i) for a breach of the  director's
duty of loyalty to the Company or its  stockholders,  (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law,  (iii) under  Section 174 of the DGCL  (relating to the  declaration  of
dividends and purchase or redemption of shares in violation of the DGCL), or

                                        7

<PAGE>



     (iv) for any  transaction  from  which the  director  derived  an  improper
personal benefit.


ITEM 7:  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8:  EXHIBITS

         The Exhibits to this  Registration  Statement are listed in the Exhibit
Index on page E-1 of this  Registration  Statement,  which Index is incorporated
herein by reference.

ITEM 9:  UNDERTAKINGS

         The Company 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;

          (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
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
Section 13 or Section 15(d) of the

                                        8

<PAGE>



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.

         (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.

         The Company hereby  undertakes  that,  for purposes of determining  any
liability under the Securities  Act, each filing of the Company'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 the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company 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,  the
Company  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.


                                        9

<PAGE>



                                   SIGNATURES



         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Cook County, State of Illinois, on November 12, 1996.


                                              THE ALLSTATE CORPORATION


                                              By /s/Robert W. Pike
                                                 ------------------
                                                 Name: Robert W. Pike
                                                 Title: Vice President, 
                                                        Secretary
                                                        and General Counsel


         Pursuant to the requirements of the Securities Act of 1933, this report
has been signed below by the  following  persons on behalf of the  Registrant in
the capacities and on the dates indicated.  Each person whose signature  appears
below  constitutes  and appoints Jerry D. Choate,  Edward M. Liddy and Robert W.
Pike, and each of them, his true and lawful attorney-in-fact and agent with full
power of substitution  and  resubstitution,  for him and in his 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
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.



<TABLE>
<CAPTION>
SIGNATURE                                        TITLE                                      DATE

<S>                                              <C>                                        <C>
/s/Jerry D. Choate                               Director, Chairman of the                  November 12, 1996
------------------
Jerry D. Choate                                  Board of Directors, and
                                                 Chief Executive Officer
                                                 (Principal Executive Officer)


                                       10

<PAGE>



SIGNATURE                                        TITLE                                  DATE


/s/Thomas J. Wilson                              Vice President and                     November 12, 1996
-------------------
Thomas J. Wilson                                 Chief Financial Officer
                                                 (Principal Financial Officer)


/s/ Samuel H. Pilch                              Controller                             November 12, 1996
-------------------
Samuel H. Pilch                                  (Principal Accounting Officer)


/s/James G. Andress                              Director                               November 12, 1996
James G. Andress

/s/ Warren L. Batts                              Director                               November 12, 1996
-------------------
Warren L. Batts

/s/ Edward A. Brennan                            Director                               November 12, 1996
---------------------
Edward A. Brennan

                                                 Director                               November 12, 1996
James M. Denny

/s/Christopher F. Edley                          Director                               November 12, 1996
Christopher F. Edley

/s/Michael A. Miles                              Director                               November 12, 1996
Michael A. Miles

/s/Nancy C. Reynolds                             Director                               November 12, 1996
Nancy C. Reynolds

/s/Mary Alice Taylor                             Director                               November 12, 1996
Mary Alice Taylor

</TABLE>

                                       11

<PAGE>




Exhibit           EXHIBIT INDEX                                 Sequentially
Number                                                          Numbered Page
------                                                          -------------
                  Description of Exhibit
                  ---------------------- 


4                 Text of The Allstate Corporation
                  Amended and Restated Deferred
                  Compensation Plan For Non-Employee
                  Directors.

5                 Opinion of Joseph T. Kane.

15                Acknowledgement of Deloitte & Touche LLP
                  regarding unaudited interim financial
                  information.

23(a)             Consent of Joseph T. Kane (included in Exhibit 5).

23(b)             Consent of Deloitte & Touche LLP.

24                Power of Attorney (included in signature page).

28                Information from Reports Furnished to State
                  Insurance Regulatory Authorities (incorporated by
                  reference to Exhibit 28 of the Company's Annual
                  Report on Form 10-K for the year ended December 31,
                  1995, File No. 1-11840).












                                       E-1



<PAGE>




                                                             Exhibit 4





                            THE ALLSTATE CORPORATION

                 AMENDED AND RESTATED DEFERRED COMPENSATION PLAN

                           FOR NON-EMPLOYEE DIRECTORS


I.       PURPOSE.

         The purpose of this Plan is to offer non-employee  members of the Board
         of Directors of the Company the  opportunity  to defer  receipt of cash
         compensation  to which they would  otherwise  be entitled  for services
         rendered  as  directors  of  the  Company,  as an  incentive  to  their
         continued   participation   as  such   directors.   The  amendment  and
         restatement of this Plan shall be effective as to  Compensation  earned
         and Deferred Amounts credited on and after June 1, 1996.

II.      DEFINITIONS.

          A. "BENEFICIARY" shall mean the person or persons designated from time
          to time in writing by a Participant to receive payments under the Plan
          after the death of such  Participant,  or, in the  absence of any such
          designation  or in the event  that such  designated  person or persons
          shall predecease such Participant, his estate.

          B. "COMMON SHARE UNIT" shall mean a Deferred Amount which is converted
          into a unit or fraction of a unit for purposes of the Plan by dividing
          a dollar amount by the Fair Market Value of one share of the Company's
          Common Stock.

          C.  "COMMON  STOCK"  shall mean the Common  Stock,  par value $.01 per
          share, of the Company.

          D. "COMPANY" shall mean The Allstate Corporation.

          E. "COMPENSATION" shall mean cash payments which the Participant would
          otherwise  receive  from  the  Company  for  services  rendered  as  a
          Non-Employee Director, including retainer fees and meeting fees.

          F.  "DEFERRED  AMOUNT" shall mean an amount of  Compensation  deferred
          under the Plan and carried  during the deferral  period in any Account
          provided for in the Plan.





<PAGE>



          G. "DISTRIBUTION DATE" shall mean the date designated by a Participant
          in the Notice of Election form for  commencement  of  distribution  of
          Accounts.

          H.  "DIVIDEND  EQUIVALENT"  shall  mean an  amount  equal  to the cash
          dividend paid on one share of the Company's  Common Stock  credited to
          an Account for each Common Share Unit credited to such Account.

          I. "FAIR  MARKET  VALUE" as of any  applicable  date shall be the mean
          between  the high and low  prices  of the  Company's  Common  Stock as
          reported on the New York Stock Exchange  Composite Tape or, if no such
          reported sale of the Common Stock shall have occurred on such date, on
          the next succeeding date on which there was such a reported sale.

          J. "HARDSHIP"  shall mean an emergency or unexpected  situation in the
          Participant's financial affairs including, but not limited to, illness
          or accident  involving the Participant or his/her dependents which, in
          the opinion of the Compensation and Nominating  Committee of the Board
          of Directors of the Company,  presents a severe economic difficulty to
          the  Participant,  due to which a  distribution  of the balance of any
          Account (as defined  below)  other than a Common Share Unit Account (a
          "Non-CSU Account") is appropriate.

          K.  "NON-EMPLOYEE  Director"  shall  mean any  member  of the Board of
          Directors  of the  Company  who is not an officer or  employee  of the
          Company or any of its Subsidiaries.

          L.  "NOTICE OF  ELECTION"  shall mean a notice in writing  signed by a
          Non-Employee   Director  which   specifies  the  type  and  amount  of
          Compensation to be deferred (or to be discontinued from deferral), the
          Account or Accounts to which any  Deferred  Amount is to be  credited,
          the date and manner of  distribution  of any Deferred  Amount and such
          other information as may be requested by the Company.

          M.  "PARTICIPANT"  shall mean any Non-Employee  Director who elects to
          defer any amount of Compensation under the Plan.


          N. "PLAN"  shall mean The  Allstate  Corporation  Amended and Restated
          Deferred Compensation Plan for Non-Employee Directors.

          O. "S&P 500  INDEX"  shall mean the  Standard  & Poor's 500  Composite
          Stock Price Index which is a market value-weighted index consisting of
          500  common  stocks of large  U.S.  domiciled  companies  selected  by
          Standard and Poor's  Corporation  ("S&P") through a detailed screening
          process  starting  on a  macro-economic  level  and  working  toward a
          micro-economic  level dealing with company specified  information such
          as market value,  industry group  classification,  capitalization  and
          trading  activity.  S&P's  primary  objective  for the S&P index is to
          represent the segment of the U.S. equity securities markets consisting
          of large market  capitalization  stocks.  However,  companies  are not
          selected by S&P for inclusion because


                                       2



<PAGE>



          they are expected to have superior stock price performance relative to
          the market in general or other stocks in particular.

          P. "SECRETARY" shall mean the duly elected Secretary of the Company.

          Q.  "SUBSIDIARY"  means  any  partnership,  corporation,  association,
          limited liability company, joint stock company,  trust, joint venture,
          unincorporated organization or other business entity of which (i) if a
          corporation,  a majority of the total  voting power of shares of stock
          entitled (without regard to the occurrence of any contingency) to vote
          in the election of directors,  managers or trustees  thereof is at the
          time owned or controlled,  directly or  indirectly,  by the Company or
          one or more of the other  Subsidiaries of the Company or a combination
          thereof,  or (ii) if a  partnership,  association,  limited  liability
          company,  joint stock company,  trust,  joint venture,  unincorporated
          organization or other business  entity,  a majority of the partnership
          or other  similar  equity  ownership  interest  thereof is at the time
          owned or controlled,  directly or indirectly, by the Company or one or
          more  Subsidiaries  of  the  Company  or a  combination  thereof.  For
          purposes hereof, the Company or a Subsidiary shall be deemed to have a
          majority  ownership  interest in a partnership,  association,  limited
          liability  company,   joint  stock  company,   trust,  joint  venture,
          unincorporated organization or other business entity if the Company or
          such  Subsidiary   shall  be  allocated  a  majority  of  partnership,
          association,  limited liability company,  joint stock company,  trust,
          joint venture,  unincorporated  organization  or other business entity
          gains or losses or shall be or  control  the  managing  director,  the
          trustee,  the  manager or the  general  partner  of such  partnership,
          association,  limited liability company,  joint stock company,  trust,
          joint venture, unincorporated organization or other business entity.

III.     ELECTION TO DEFER COMPENSATION.

         Each Non-Employee Director may elect to defer the payment of all or any
         part of his or her Compensation  into a specified  Account by executing
         and  delivering to the  Secretary a Notice of Election.  Subject to the
         next  sentence,  an election  to defer  payment of  Compensation  shall
         continue  in effect  with  respect  to all  future  Compensation  until
         revoked or revised by the  execution and delivery to the Secretary of a
         subsequent Notice of Election. Each Notice of Election (whether initial
         or subsequent) shall be effective only as to Compensation payable on or
         after  the first day of the  month  following  the month in which  such
         Notice of Election is received by the Secretary; provided, that if such
         Notice of Election  is received  less than 30 days prior to the date on
         which any such  Compensation  is payable,  then such election  shall be
         effective only as to Compensation  payable on or after the first day of
         the next month following such date.

IV.      TREATMENT OF DEFERRED AMOUNTS.

         The  Company  shall  establish  on its  books  the  necessary  accounts
         ("Account"  or  collectively,  "Accounts")  to  accurately  reflect the
         Company's  liability  to each  Participant.  To each  Account  shall be
         credited, as applicable,  Deferred Amounts,  Dividend Equivalents,  and
         interest. Payments to the


                                       3



<PAGE>



         Participant or amounts  transferred  to another  Account under the Plan
         shall be debited to the appropriate Account.

          A. ACCOUNT #1 - INTEREST-BEARING ACCOUNT.  Compensation deferred into
          an  Interest-Bearing  Account  shall be credited to the Account on the
          same date  when it would  otherwise  be  payable  to the  Participant.
          Deferred  Amounts carried in this Account shall earn interest from the
          date  of  credit  to the  date of  payment.  On the  last  day of each
          calendar  month,  interest at a rate equal to  one-twelfth  of the per
          annum interest rate as reported for Dealer  Commercial  Paper - 90 day
          in THE WALL STREET  JOURNAL for the first  business  day of such month
          shall be credited to the amounts  previously  accrued in each  Account
          for the period from and  including  the first day of such month to and
          including the last day of such month.

          B. ACCOUNT #2 - COMMON SHARE UNIT ACCOUNT.  Compensation deferred into
          a Common  Share Unit  Account  shall be credited to the Account on the
          same date when it would otherwise by payable to the Participant.  Such
          Deferred  Amounts  shall be  converted  into a number of Common  Share
          Units on the date  credited to the Account by  dividing  the  Deferred
          Amount by the Fair Market  Value on such date.  If Common  Share Units
          exist in a  Participant's  Account on a dividend  record  date for the
          Company's common shares, Dividend Equivalents shall be credited to the
          Participant's  Account on the related dividend payment date, and shall
          be  converted on such date into the number of Common Share Units which
          could  be  purchased  with  the  amount  of  Dividend  Equivalents  so
          credited.

          In the event of any change in the Company's common shares outstanding,
          by reason of any stock split or  dividend,  recapitalization,  merger,
          consolidation,  combination or exchange of stock or similar  corporate
          change, the Secretary shall make such equitable  adjustments,  if any,
          by reason of any such  change,  deemed  appropriate  in the  number of
          Common Share Units credited to each Participant's  Account.  No Common
          Stock shall be issued or issuable at any time in  connection  with any
          Common Share Unit Account.

          C. ACCOUNT #3 - S&P 500 INDEX ACCOUNT.  Compensation deferred into the
          S&P 500 Index  Account  shall be  credited  to the Account on the same
          date when it would  otherwise  by payable to the  Participant.  On the
          last day in each  calendar  month  the  amounts  in the  Participant's
          Account  shall be adjusted by a  percentage  factor based on the total
          return  (including  dividends)  of the S&P 500 Index from the date the
          amounts were credited to the Account for amounts  credited during such
          month or from the last day of the  preceding  month for amounts in the
          Account  on such day.  Similar  adjustments  shall also be made on any
          date the Account is debited by reason of any  transfer of an amount to
          another Account or distribution to the Participant.  In the event that
          the S&P 500 Index is not published for any date referred to above, the
          S&P 500 Index for the closest day  preceding  such date for which such
          Index is published shall be used.


                                       4




<PAGE>



          D. ACCOUNT #4 - MONEY MARKET  ACCOUNT.  Compensation  deferred  into a
          Money Market Account shall be credited to the Account on the same date
          when it  would  otherwise  be  payable  to the  Participant.  Deferred
          Amounts  credited to the Account shall earn  additional  amounts which
          will be credited to the Account on the last day of each calendar month
          based upon the average  yield on the Dean Witter  InterCapital  Liquid
          Asset Fund for such month, pro rata for the portion of such month when
          such Deferred Amounts were carried in the Account.

          E. TRANSFERS BETWEEN ACCOUNTS.  Transfers between Non-CSU Accounts may
          be made at any time requested by the Participant  upon  application to
          the  Secretary.  No transfers  may be made between a Common Share Unit
          Account and any Non-CSU Account.

V.       DISTRIBUTION.

          A.  Subject  to  Section  V.C and,  in the case of  Non-CSU  Accounts,
          Section  V.D,  distribution  of  Accounts  shall  commence  as of  the
          Distribution  Date specified by the Participant in said  Participant's
          applicable  Notice of Election form. Any such Distribution Date shall,
          in the case of Common Share Units and Dividend  Equivalents  in Common
          Share Unit  Accounts,  be no earlier than six months after the date on
          which such Common Share Units or Dividend Equivalents were credited to
          such  Accounts,  and shall in the case of any Account be no later than
          one  year  after  the  Participant's  termination  from  the  Board of
          Directors  of the  Company.  The  Participant  may revise the terms of
          distribution  of the  Participant's  Non-CSU  Accounts by submitting a
          revised  Notice of Election,  provided that (i) the revised  Notice of
          Election form shall be filed by the Participant with the Secretary not
          later than twelve months prior to the Participant's  normal retirement
          date  from the  Board of  Directors  of the  Company,  and (ii) in any
          event,  distribution of the  Participant's  Non-CSU Accounts shall not
          commence  earlier than twelve months after the  Participant's  revised
          Notice of Election form is filed with the Secretary.  The  Participant
          may not  revise  any terms of  distribution  of any  Deferred  Amounts
          credited to the Participant's Common Share Unit Account.

          B.  Subject  to  Section  V.C and,  in the case of  Non-CSU  Accounts,
          Section V.D,  payment of the amount in each Account  (whether a Common
          Share Unit Account or a Non-CSU  Account)  shall be either in the form
          of a lump sum or in annual  installments over a period of years not to
          exceed ten (10) years as selected by the Participant in the applicable
          Notice of Election form. The amount of any  installment  payment shall
          be determined by multiplying the amount to which the Participant would
          be entitled as a lump sum on the installment  date by a fraction,  the
          numerator of which is one and the  denominator  of which is the number
          of remaining unpaid installments.

          C. In the event of the Participant's  death or disability prior to the
          Distribution Date or after annual installments to the Participant have
          commenced  but  before  full  distribution  has  been  made,  the then
          remaining  balance in each Account  shall be paid in a lump-sum to the
          Beneficiary  or  contingent  Beneficiary  designated  in the Notice of
          Election form, or to the


                                       5



<PAGE>



          estate  of  the  deceased   Participant   if  there  is  no  surviving
          Beneficiary or contingent  Beneficiary.  In either such event the lump
          sum payment shall be valued as of the first day of the month following
          the  Participant's  date  of  death.  A  Participant  may  change  the
          Beneficiary or contingent Beneficiary from time to time by filing with
          the Secretary a written notice of such change; provided, however, that
          no such notice of change of Beneficiary  shall be effective  unless it
          had  been  received  by  the  Secretary  prior  to  the  date  of  the
          Participant's death.

          D.  Upon   demonstration   of  Hardship  by  the  Participant  to  the
          Compensation and Nominating Committee of the Board of Directors of the
          Company,  distribution  of a  Participant's  Non- CSU Account,  or the
          remaining balance of any unpaid installments,  as the case may be, may
          be made in a lump sum. No  distribution  of any  Participant's  Common
          Share Unit Account may be made in connection with any Hardship.

VI.      MISCELLANEOUS.

          A. The Board of Directors  of the Company may amend or  terminate  the
          Plan at any time;  however,  any amendment or  termination of the Plan
          shall not  affect  the  rights of  Participants  or  Beneficiaries  to
          payment, in accordance with Section V of the Plan, of amounts credited
          to   Participants'   Accounts  at  the  time  of  such   amendment  or
          termination.  The Board of Directors of the Company and the  Secretary
          may in their discretion  prescribe such provisions and interpretations
          of the Plan as they shall deem necessary or advisable. Expenses of the
          Plan shall be borne by the Company and its Subsidiaries.

          B. The  Plan  does not  create  a trust in favor of a  Participant,  a
          Participant's  designated  Beneficiary or Beneficiaries,  or any other
          person claiming on a Participant's  behalf,  and the obligation of the
          Company  is  solely a  contractual  obligation  to make  payments  due
          hereunder.  In this  regard,  the  balance  in any  Account  shall  be
          considered  a  liability  of the  Company  and a  Participant's  right
          thereto  shall be the same as any  unsecured  general  creditor of the
          Company.  Neither a Participant nor any other person shall acquire any
          right,  title,  or  interest  in or to  any  amount  outstanding  to a
          Participant's  credit under the Plan other than the actual  payment of
          such portions thereof in accordance with the terms of the Plan.

          C. No  right  or  benefit  under  or  interest  in the  Plan  shall be
          transferable  by a  Participant,  other  than by  will or the  laws of
          descent and  distribution or to a revocable inter vivos trust in which
          such participant is sole settlor, trustee and beneficiary.

          D. Construction of the Plan shall be governed by the laws of Delaware.

          E. The terms of the Plan shall be binding  upon the heirs,  executors,
          administrators,  personal  representatives,  successors and assigns of
          all parties in interest.


                                       6





<PAGE>



          F. The headings have been inserted for convenience  only and shall not
          affect the meaning or interpretation of the Plan.

          G. Any amount payable to or for the benefit of a minor, an incompetent
          person or other  person  incapable  of  receipting  therefor  shall be
          deemed  paid  when  paid to such  person's  guardian  or to the  party
          providing  or  reasonably  appearing  to provide  for the care of such
          person,  and such payment  shall fully  discharge  the Company and the
          Board of Directors with respect thereto.

          H. Neither the Plan nor any action taken  hereunder shall be construed
          as giving any Non-  Employee  Director any right to be retained in the
          service of the Company.


                                       7


<PAGE>




                                                            Exhibit 5

                                                       THE ALLSTATE CORPORATION
                                                       ------------------------

                                                       2775 Sanders Road
                                                       Northbrook, Illinois  
                                                                    60062-6127
                                                       ------------------------

                                                       Joseph T. Kane
                                                       Counsel




                                              November 12, 1996




The Allstate Corporation
Allstate Plaza
Northbrook, IL  60062

Ladies and Gentlemen:

         A  Registration  Statement on Form S-8  ("Registration  Statement")  is
being filed on or about the date of this letter with the Securities and Exchange
Commission to register  $4,000,000 of Deferred  Compensation  Obligations  which
represent unsecured  obligations of the Company to pay deferred  compensation in
the future in accordance with the terms of The Allstate  Corporation Amended and
Restated  Deferred  Compensation  Plan For Non-Employee  Directors (the "Plan").
This opinion is delivered in accordance with the  requirements of Item 601(b)(5)
of Regulation S-K under the Securities Act of 1933, as amended.

         In connection  with this opinion,  I have examined and am familiar with
originals or copies,  certified or otherwise  identified to my satisfaction,  of
(i) the Registration Statement, (ii) the Plan, (iii) the Restated Certificate of
Incorporation  of the Company as  currently  in effect,  (iv) the By-laws of the
Company as currently in effect, and (v) resolutions of the Board of Directors of
the Company  relating to the filing of the  Registration  Statement  and related
matters.  I have also  examined  originals  or copies,  certified  or  otherwise
identified  to my  satisfaction,  of such  records of the Company and such other
agreements,  instruments, and documents of the Company, and have made such other
investigations,  as I have deemed  necessary or  appropriate  as a basis for the
opinions set forth herein.

         Based upon the foregoing, I advise you that, in my opinion, when issued
in  accordance  with the  provisions  of the  Plan,  the  Deferred  Compensation
Obligations will be valid and binding


<PAGE>



obligations of the Company,  enforceable in accordance with their terms,  except
as enforcement thereof may be limited by bankruptcy, insolvency or other laws of
general applicability  relating to or affecting enforcement of creditors' rights
or by general equity principles.

         I  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration  Statement  and to the use of my  name  wherever  appearing  in the
Registration Statement and any amendment thereto.

                                                           Very truly yours,





                                                           Joseph T. Kane























<PAGE>



                                                              Exhibit 15








The Allstate Corporation
Allstate Plaza
Northbrook, IL

We have  reviewed,  in accordance  with  standards  established  by the American
Institute of Certified  Public  Accountants,  the  unaudited  interim  financial
information  of The Allstate  Corporation  and  subsidiary for the periods ended
March 31, June 30 and  September  30, 1996 and 1995, as indicated in our reports
dated May 13,  1996,  August 14, 1996,  and  November  13,  1996,  respectively;
because  we  did  not  perform  an  audit,  we  expressed  no  opinion  on  that
information.

We are aware that our  reports  referred to above,  which were  included in your
Quarterly  Reports on Form 10-Q for the  quarters  ended  March 31,  June 30 and
September 30, 1996, are being used in this Registration Statement.

We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the  Securities  Act of  1933,  are not  considered  a part of the  Registration
Statement  prepared  or  certified  by an  accountant  or a report  prepared  or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.





Deloitte & Touche LLP
Chicago, Illinois

November 14, 1996











<PAGE>






                                                                  Exhibit 23(b)









                          INDEPENDENT AUDITORS' CONSENT




We consent to the incorporation by reference in this  Registration  Statement of
The  Allstate  Corporation  on Form S-8 of our  reports  dated  March  1,  1996,
appearing in and  incorporated by reference in the Annual Report on Form 10-K of
The Allstate Corporation for the year ended December 31, 1995.






Deloitte & Touche LLP
Chicago, Illinois

November 14, 1996
[{"type": "S-8", "sequence": "1", "description": "THE ALLSTATE CORPORATION", "secsgml_size_bytes": 49782}]
{"company-data": {"conformed-name": "ALLSTATE CORP", "cik": "0000899051", "assigned-sic": "6331", "irs-number": "363871531", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16129", "film-number": "96665389"}, "business-address": {"street1": "ALLSTATE PLZ", "city": "NORTHBROOK", "state": "IL", "zip": "60062", "phone": "7084026075"}, "mail-address": {"street1": "1209 ORANGE STREET", "city": "NEW CASTLE COUNTY", "state": "DE", "zip": "19801"}}
As filed with the Securities and Exchange Commission on
                     November 14, 1996 Registration No.333-
          -----------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                  ------------

                            THE ALLSTATE CORPORATION
               (Exact Name of Issuer as Specified in its Charter)
    DELAWARE                                                     36-3871531
(State of Incorporation)                (I.R.S. Employer Identification No.)

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

                  THE ALLSTATE CORPORATION AMENDED AND RESTATED
             DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

                            (Full title of the Plan)
                                  -------------

                                 ROBERT W. PIKE
                  Vice President, Secretary and General Counsel
                            The Allstate Corporation
                              2775 Sanders Road, F8
                           Northbrook, Illinois 60062
                                 (847) 402-6075
           (Name, address, and telephone number of agent for service)
                                  -------------
CALCULATION OF REGISTRATION FEE
=============================================================================
               |  Amount       |Proposed       |Proposed       |            |
Title of       |  to be        |Maximum        |Maximum        |Amount of   |
Securities     |  Registered   |Offering Price |Aggregate      |Registration|
               |               |Per Obligation |Offering Price |Fee         |
-----------------------------------------------------------------------------
Deferred       |               |               |               |            |
Compensation   |$4,000,000(2)  |  100%         |$4,000,000 (2) |$1,380.00   |
Obligations (1)|               |               |               |            |
               |               |               |               |            |
-----------------------------------------------------------------------------
(1) The Deferred  Compensation  Obligations  are  unsecured  obligations  of The
Allstate  Corporation to pay deferred  compensation  in the future in accordance
with  the  terms of The  Allstate  Corporation  Amended  and  Restated  Deferred
Compensation Plan For Non-Employee Directors.

(2)  Calculated  pursuant to Rule 457(h).  An  indeterminate  number of Deferred
Compensation  Obligations  may be issued by the  Registrant  under the Plan from
time to time,  based  upon the  level of  director  participation.  The  maximum
aggregate  offering  price is based upon an estimate,  solely for the purpose of
computing the registration fee.
PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)
                                   PROSPECTUS

         The document containing the information about The Allstate  Corporation
Amended and Restated Deferred Compensation Plan For Non-Employee  Directors (the
"Plan")  specified  in Part I of Form  S-8  will be sent or  given  to  eligible
directors as specified by Securities and Exchange  Commission (the "Commission")
Rule  428(b)(1).  Such document and the documents  incorporated  by reference in
this  Registration  Statement  pursuant  to Item 3 of Part II,  taken  together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities  Act of 1933.  All such  documents  will be dated and maintained in a
"prospectus  file" as required by SEC Rule 428(a) and will contain the following
legend in a conspicuous place as directed by SEC Rule 428(b)(1).

         This document (or  specifically  designated  portions of this document)
         constitutes  (constitute) part of a prospectus covering securities that
         have been registered under the Securities Act of 1933.

                                       3
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3:  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by The Allstate  Corporation  ("Allstate"
or the "Company")  with the Commission  are  incorporated  in and made a part of
this  Registration  Statement  by  reference,  except  to the  extent  that  any
statement  or  information  therein is  modified,  superseded  or  replaced by a
statement or  information  contained in any other  subsequently  filed  document
incorporated herein by reference:  (1) Allstate's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995; (2) Allstate's  Current Reports on Form
8-K dated September 30 and October 8, 1996;(3)  Allstate's  Quarterly Reports on
Form 10-Q for the quarters  ended March 31, June 30, and September 30, 1996; (4)
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  ("Exchange   Act")  subsequent  to  the  date  of  this
Registration Statement and prior to the filing of a post-effective  amendment to
the  Registration  Statement which indicates that all securities  offered hereby
have been sold or which deregisters all securities then remaining unsold.

ITEM 4:  DESCRIPTION OF SECURITIES

         Under the Plan, the Company  provides  directors of the Company who are
not officers or employees of the Company or its  subsidiaries the opportunity to
enter into agreements for the deferral of all or any part of their  compensation
as  directors.  The  obligations  of the  Company  under  such  agreements  (the
"Obligations")  will be unsecured general  obligations of the Company to pay the
deferred  compensation  in the future in accordance  with the terms of the Plan,
and will rank PARI PASSU with other unsecured and unsubordinated indebtedness of
the Company from time

                                        4
to time outstanding. The Company's ability to pay its obligations, including the
Obligations described herein, is largely dependent upon the receipt of dividends
from the Company's subsidiary,  Allstate Insurance Company, which are restricted
by Illinois  insurance  laws and  regulations.  Because the Company is a holding
company,  the right of the Company,  hence the right of creditors of the Company
(including  participants in the Plan), to participate in any distribution of the
assets of any subsidiary upon its liquidation or  reorganization or otherwise is
necessarily  subject to the prior claims of creditors of the subsidiary,  except
to the extent that claims of the Company  itself as a creditor of the subsidiary
may be recognized.

         The amount of compensation to be deferred by each  participant  will be
determined  in accordance  with the Plan based on elections by the  participant.
Each  Obligation  will be payable on a date or dates selected by the participant
in accordance with the terms of the Plan. The Obligations will be indexed to one
or more of four indexes (Money Market funds; 90 day Dealer Commercial Paper; the
S&P 500  Index and a  phantom  stock  account  based on the  performance  of the
Company's   common   stock)individually   chosen  by  each   participant.   Each
participant's  Obligation will be adjusted to reflect  interest and dividends on
securities in the selected indexes,  including any appreciation or depreciation.
The Obligations will be denominated and be payable in United States dollars.

         The  participant's  right  or the  right  of any  other  person  to the
Obligations  cannot  be  assigned,  alienated,  sold,  garnished,   transferred,
pledged,  or encumbered  except by a written  designation of a beneficiary under
the Plan, by written will, or by the laws of descent and distribution.

         The  Obligations  are not subject to  redemption,  in whole or in part,
prior to the individual  payment dates specified by the  participants.  However,
the  Company  reserves  the  right to amend or  terminate  the Plan at any time,
except that no such amendment or termination shall adversely affect the right of
a  participant  to the balance of his or her deferred  account as of the date of
such amendment or termination.

                                        5
ITEM 5:  INTERESTS OF NAMED EXPERTS AND COUNSEL

          The validity of the Obligations  being registered has been passed upon
          by Joseph T. Kane,  Counsel,  Corporate  Law  Department  of  Allstate
          Insurance Company, a wholly-owned  subsidiary of the Company. Mr. Kane
          is not eligible to participate in the Plan.

ITEM 6:  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law (the "DGCL"), inter
alia,  empowers a Delaware  corporation  to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding (other than an action by or in the right of
the  corporation)  by reason of the fact that such  person is or was a director,
officer,  employee  or  agent of the  corporation  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation or other enterprise,  against expenses (including  attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with such action,  suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe his conduct was unlawful. Similar
indemnity is authorized for such persons against expenses (including  attorneys'
fees)  actually  and  reasonably  incurred  in  connection  with the  defense or
settlement of any such  threatened,  pending or completed action or suit if such
person  acted in good faith and in a manner he  reasonably  believed to be in or
not opposed to the best interests of the corporation,  and provided further that
(unless a court of competent  jurisdiction otherwise provides) such person shall
not have been adjudged liable to the corporation.  Any such  indemnification may
be made only as authorized in each  specific  case upon a  determination  by the
shareholders  or  disinterested  directors or by independent  legal counsel in a
written  opinion that  indemnification  is proper because the indemnitee has met
the applicable standard of conduct.

         Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a

                                        6
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation or enterprise,  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would otherwise have the power to indemnify him
under  Section  145.  The  Company  maintains  policies  insuring  its  and  its
subsidiaries'  officers and directors  against  certain  liabilities for actions
taken in such capacities, including liabilities under the Securities Act.

         Article IV of the By-laws of the Company  provides for  indemnification
of the directors and officers of the Company to the fullest extent  permitted by
law, as now in effect or later  amended.  In addition,  the By-laws  provide for
indemnification against expenses incurred by a director or officer to be paid by
the  Company  in  advance  of the  final  disposition  of such  action,  suit or
proceeding; provided, however, that an advancement of expenses will be made only
upon  receipt of an  undertaking  by or on behalf of the  director or officer to
repay such amount unless it shall be ultimately  determined  that he is entitled
to be indemnified by the Company.  The By-laws further provide for a contractual
cause of  action on the part of  directors  and  officers  of the  Company  with
respect to indemnification claims which have not been paid by the Company.

         The Company also 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 the Company.

         Article Ninth of the Company's  Restated  Certificate of  Incorporation
limits, to the fullest extent permitted by the DGCL as the same exists or may be
amended, the personal liability of the Company's directors to the Company or its
stockholders  for  monetary  damages  for a breach  of their  fiduciary  duty as
directors. Section 102(b)(7) of the DGCL currently provides that such provisions
do not eliminate the liability of a director (i) for a breach of the  director's
duty of loyalty to the Company or its  stockholders,  (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law,  (iii) under  Section 174 of the DGCL  (relating to the  declaration  of
dividends and purchase or redemption of shares in violation of the DGCL), or

                                        7
(iv) for any  transaction  from  which the  director  derived  an  improper
personal benefit.

ITEM 7:  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8:  EXHIBITS

         The Exhibits to this  Registration  Statement are listed in the Exhibit
Index on page E-1 of this  Registration  Statement,  which Index is incorporated
herein by reference.

ITEM 9:  UNDERTAKINGS

         The Company 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;

          (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
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
Section 13 or Section 15(d) of the

                                        8
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.

         (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.

         The Company hereby  undertakes  that,  for purposes of determining  any
liability under the Securities  Act, each filing of the Company'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 the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company 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,  the
Company  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.

                                        9
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Cook County, State of Illinois, on November 12, 1996.

                                              THE ALLSTATE CORPORATION

                                              By /s/Robert W. Pike
                                                 ------------------
                                                 Name: Robert W. Pike
                                                 Title: Vice President, 
                                                        Secretary
                                                        and General Counsel

         Pursuant to the requirements of the Securities Act of 1933, this report
has been signed below by the  following  persons on behalf of the  Registrant in
the capacities and on the dates indicated.  Each person whose signature  appears
below  constitutes  and appoints Jerry D. Choate,  Edward M. Liddy and Robert W.
Pike, and each of them, his true and lawful attorney-in-fact and agent with full
power of substitution  and  resubstitution,  for him and in his 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
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.
SIGNATURE                                        TITLE                                      DATE
/s/Jerry D. Choate                               Director, Chairman of the                  November 12, 1996
------------------
Jerry D. Choate                                  Board of Directors, and
                                                 Chief Executive Officer
                                                 (Principal Executive Officer)

                                       10
SIGNATURE                                        TITLE                                  DATE

/s/Thomas J. Wilson                              Vice President and                     November 12, 1996
-------------------
Thomas J. Wilson                                 Chief Financial Officer
                                                 (Principal Financial Officer)

/s/ Samuel H. Pilch                              Controller                             November 12, 1996
-------------------
Samuel H. Pilch                                  (Principal Accounting Officer)

/s/James G. Andress                              Director                               November 12, 1996
James G. Andress

/s/ Warren L. Batts                              Director                               November 12, 1996
-------------------
Warren L. Batts

/s/ Edward A. Brennan                            Director                               November 12, 1996
---------------------
Edward A. Brennan

                                                 Director                               November 12, 1996
James M. Denny

/s/Christopher F. Edley                          Director                               November 12, 1996
Christopher F. Edley

/s/Michael A. Miles                              Director                               November 12, 1996
Michael A. Miles

/s/Nancy C. Reynolds                             Director                               November 12, 1996
Nancy C. Reynolds

/s/Mary Alice Taylor                             Director                               November 12, 1996
Mary Alice Taylor
11
Exhibit           EXHIBIT INDEX                                 Sequentially
Number                                                          Numbered Page
------                                                          -------------
                  Description of Exhibit
                  ---------------------- 

4                 Text of The Allstate Corporation
                  Amended and Restated Deferred
                  Compensation Plan For Non-Employee
                  Directors.

5                 Opinion of Joseph T. Kane.

15                Acknowledgement of Deloitte & Touche LLP
                  regarding unaudited interim financial
                  information.

23(a)             Consent of Joseph T. Kane (included in Exhibit 5).

23(b)             Consent of Deloitte & Touche LLP.

24                Power of Attorney (included in signature page).

28                Information from Reports Furnished to State
                  Insurance Regulatory Authorities (incorporated by
                  reference to Exhibit 28 of the Company's Annual
                  Report on Form 10-K for the year ended December 31,
                  1995, File No. 1-11840).

                                       E-1
Exhibit 4

                            THE ALLSTATE CORPORATION

                 AMENDED AND RESTATED DEFERRED COMPENSATION PLAN

                           FOR NON-EMPLOYEE DIRECTORS

I.       PURPOSE.

         The purpose of this Plan is to offer non-employee  members of the Board
         of Directors of the Company the  opportunity  to defer  receipt of cash
         compensation  to which they would  otherwise  be entitled  for services
         rendered  as  directors  of  the  Company,  as an  incentive  to  their
         continued   participation   as  such   directors.   The  amendment  and
         restatement of this Plan shall be effective as to  Compensation  earned
         and Deferred Amounts credited on and after June 1, 1996.

II.      DEFINITIONS.

          A. "BENEFICIARY" shall mean the person or persons designated from time
          to time in writing by a Participant to receive payments under the Plan
          after the death of such  Participant,  or, in the  absence of any such
          designation  or in the event  that such  designated  person or persons
          shall predecease such Participant, his estate.

          B. "COMMON SHARE UNIT" shall mean a Deferred Amount which is converted
          into a unit or fraction of a unit for purposes of the Plan by dividing
          a dollar amount by the Fair Market Value of one share of the Company's
          Common Stock.

          C.  "COMMON  STOCK"  shall mean the Common  Stock,  par value $.01 per
          share, of the Company.

          D. "COMPANY" shall mean The Allstate Corporation.

          E. "COMPENSATION" shall mean cash payments which the Participant would
          otherwise  receive  from  the  Company  for  services  rendered  as  a
          Non-Employee Director, including retainer fees and meeting fees.

          F.  "DEFERRED  AMOUNT" shall mean an amount of  Compensation  deferred
          under the Plan and carried  during the deferral  period in any Account
          provided for in the Plan.
G. "DISTRIBUTION DATE" shall mean the date designated by a Participant
          in the Notice of Election form for  commencement  of  distribution  of
          Accounts.

          H.  "DIVIDEND  EQUIVALENT"  shall  mean an  amount  equal  to the cash
          dividend paid on one share of the Company's  Common Stock  credited to
          an Account for each Common Share Unit credited to such Account.

          I. "FAIR  MARKET  VALUE" as of any  applicable  date shall be the mean
          between  the high and low  prices  of the  Company's  Common  Stock as
          reported on the New York Stock Exchange  Composite Tape or, if no such
          reported sale of the Common Stock shall have occurred on such date, on
          the next succeeding date on which there was such a reported sale.

          J. "HARDSHIP"  shall mean an emergency or unexpected  situation in the
          Participant's financial affairs including, but not limited to, illness
          or accident  involving the Participant or his/her dependents which, in
          the opinion of the Compensation and Nominating  Committee of the Board
          of Directors of the Company,  presents a severe economic difficulty to
          the  Participant,  due to which a  distribution  of the balance of any
          Account (as defined  below)  other than a Common Share Unit Account (a
          "Non-CSU Account") is appropriate.

          K.  "NON-EMPLOYEE  Director"  shall  mean any  member  of the Board of
          Directors  of the  Company  who is not an officer or  employee  of the
          Company or any of its Subsidiaries.

          L.  "NOTICE OF  ELECTION"  shall mean a notice in writing  signed by a
          Non-Employee   Director  which   specifies  the  type  and  amount  of
          Compensation to be deferred (or to be discontinued from deferral), the
          Account or Accounts to which any  Deferred  Amount is to be  credited,
          the date and manner of  distribution  of any Deferred  Amount and such
          other information as may be requested by the Company.

          M.  "PARTICIPANT"  shall mean any Non-Employee  Director who elects to
          defer any amount of Compensation under the Plan.

          N. "PLAN"  shall mean The  Allstate  Corporation  Amended and Restated
          Deferred Compensation Plan for Non-Employee Directors.

          O. "S&P 500  INDEX"  shall mean the  Standard  & Poor's 500  Composite
          Stock Price Index which is a market value-weighted index consisting of
          500  common  stocks of large  U.S.  domiciled  companies  selected  by
          Standard and Poor's  Corporation  ("S&P") through a detailed screening
          process  starting  on a  macro-economic  level  and  working  toward a
          micro-economic  level dealing with company specified  information such
          as market value,  industry group  classification,  capitalization  and
          trading  activity.  S&P's  primary  objective  for the S&P index is to
          represent the segment of the U.S. equity securities markets consisting
          of large market  capitalization  stocks.  However,  companies  are not
          selected by S&P for inclusion because

                                       2
they are expected to have superior stock price performance relative to
          the market in general or other stocks in particular.

          P. "SECRETARY" shall mean the duly elected Secretary of the Company.

          Q.  "SUBSIDIARY"  means  any  partnership,  corporation,  association,
          limited liability company, joint stock company,  trust, joint venture,
          unincorporated organization or other business entity of which (i) if a
          corporation,  a majority of the total  voting power of shares of stock
          entitled (without regard to the occurrence of any contingency) to vote
          in the election of directors,  managers or trustees  thereof is at the
          time owned or controlled,  directly or  indirectly,  by the Company or
          one or more of the other  Subsidiaries of the Company or a combination
          thereof,  or (ii) if a  partnership,  association,  limited  liability
          company,  joint stock company,  trust,  joint venture,  unincorporated
          organization or other business  entity,  a majority of the partnership
          or other  similar  equity  ownership  interest  thereof is at the time
          owned or controlled,  directly or indirectly, by the Company or one or
          more  Subsidiaries  of  the  Company  or a  combination  thereof.  For
          purposes hereof, the Company or a Subsidiary shall be deemed to have a
          majority  ownership  interest in a partnership,  association,  limited
          liability  company,   joint  stock  company,   trust,  joint  venture,
          unincorporated organization or other business entity if the Company or
          such  Subsidiary   shall  be  allocated  a  majority  of  partnership,
          association,  limited liability company,  joint stock company,  trust,
          joint venture,  unincorporated  organization  or other business entity
          gains or losses or shall be or  control  the  managing  director,  the
          trustee,  the  manager or the  general  partner  of such  partnership,
          association,  limited liability company,  joint stock company,  trust,
          joint venture, unincorporated organization or other business entity.

III.     ELECTION TO DEFER COMPENSATION.

         Each Non-Employee Director may elect to defer the payment of all or any
         part of his or her Compensation  into a specified  Account by executing
         and  delivering to the  Secretary a Notice of Election.  Subject to the
         next  sentence,  an election  to defer  payment of  Compensation  shall
         continue  in effect  with  respect  to all  future  Compensation  until
         revoked or revised by the  execution and delivery to the Secretary of a
         subsequent Notice of Election. Each Notice of Election (whether initial
         or subsequent) shall be effective only as to Compensation payable on or
         after  the first day of the  month  following  the month in which  such
         Notice of Election is received by the Secretary; provided, that if such
         Notice of Election  is received  less than 30 days prior to the date on
         which any such  Compensation  is payable,  then such election  shall be
         effective only as to Compensation  payable on or after the first day of
         the next month following such date.

IV.      TREATMENT OF DEFERRED AMOUNTS.

         The  Company  shall  establish  on its  books  the  necessary  accounts
         ("Account"  or  collectively,  "Accounts")  to  accurately  reflect the
         Company's  liability  to each  Participant.  To each  Account  shall be
         credited, as applicable,  Deferred Amounts,  Dividend Equivalents,  and
         interest. Payments to the

                                       3
Participant or amounts  transferred  to another  Account under the Plan
         shall be debited to the appropriate Account.

          A. ACCOUNT #1 - INTEREST-BEARING ACCOUNT.  Compensation deferred into
          an  Interest-Bearing  Account  shall be credited to the Account on the
          same date  when it would  otherwise  be  payable  to the  Participant.
          Deferred  Amounts carried in this Account shall earn interest from the
          date  of  credit  to the  date of  payment.  On the  last  day of each
          calendar  month,  interest at a rate equal to  one-twelfth  of the per
          annum interest rate as reported for Dealer  Commercial  Paper - 90 day
          in THE WALL STREET  JOURNAL for the first  business  day of such month
          shall be credited to the amounts  previously  accrued in each  Account
          for the period from and  including  the first day of such month to and
          including the last day of such month.

          B. ACCOUNT #2 - COMMON SHARE UNIT ACCOUNT.  Compensation deferred into
          a Common  Share Unit  Account  shall be credited to the Account on the
          same date when it would otherwise by payable to the Participant.  Such
          Deferred  Amounts  shall be  converted  into a number of Common  Share
          Units on the date  credited to the Account by  dividing  the  Deferred
          Amount by the Fair Market  Value on such date.  If Common  Share Units
          exist in a  Participant's  Account on a dividend  record  date for the
          Company's common shares, Dividend Equivalents shall be credited to the
          Participant's  Account on the related dividend payment date, and shall
          be  converted on such date into the number of Common Share Units which
          could  be  purchased  with  the  amount  of  Dividend  Equivalents  so
          credited.

          In the event of any change in the Company's common shares outstanding,
          by reason of any stock split or  dividend,  recapitalization,  merger,
          consolidation,  combination or exchange of stock or similar  corporate
          change, the Secretary shall make such equitable  adjustments,  if any,
          by reason of any such  change,  deemed  appropriate  in the  number of
          Common Share Units credited to each Participant's  Account.  No Common
          Stock shall be issued or issuable at any time in  connection  with any
          Common Share Unit Account.

          C. ACCOUNT #3 - S&P 500 INDEX ACCOUNT.  Compensation deferred into the
          S&P 500 Index  Account  shall be  credited  to the Account on the same
          date when it would  otherwise  by payable to the  Participant.  On the
          last day in each  calendar  month  the  amounts  in the  Participant's
          Account  shall be adjusted by a  percentage  factor based on the total
          return  (including  dividends)  of the S&P 500 Index from the date the
          amounts were credited to the Account for amounts  credited during such
          month or from the last day of the  preceding  month for amounts in the
          Account  on such day.  Similar  adjustments  shall also be made on any
          date the Account is debited by reason of any  transfer of an amount to
          another Account or distribution to the Participant.  In the event that
          the S&P 500 Index is not published for any date referred to above, the
          S&P 500 Index for the closest day  preceding  such date for which such
          Index is published shall be used.

                                       4
D. ACCOUNT #4 - MONEY MARKET  ACCOUNT.  Compensation  deferred  into a
          Money Market Account shall be credited to the Account on the same date
          when it  would  otherwise  be  payable  to the  Participant.  Deferred
          Amounts  credited to the Account shall earn  additional  amounts which
          will be credited to the Account on the last day of each calendar month
          based upon the average  yield on the Dean Witter  InterCapital  Liquid
          Asset Fund for such month, pro rata for the portion of such month when
          such Deferred Amounts were carried in the Account.

          E. TRANSFERS BETWEEN ACCOUNTS.  Transfers between Non-CSU Accounts may
          be made at any time requested by the Participant  upon  application to
          the  Secretary.  No transfers  may be made between a Common Share Unit
          Account and any Non-CSU Account.

V.       DISTRIBUTION.

          A.  Subject  to  Section  V.C and,  in the case of  Non-CSU  Accounts,
          Section  V.D,  distribution  of  Accounts  shall  commence  as of  the
          Distribution  Date specified by the Participant in said  Participant's
          applicable  Notice of Election form. Any such Distribution Date shall,
          in the case of Common Share Units and Dividend  Equivalents  in Common
          Share Unit  Accounts,  be no earlier than six months after the date on
          which such Common Share Units or Dividend Equivalents were credited to
          such  Accounts,  and shall in the case of any Account be no later than
          one  year  after  the  Participant's  termination  from  the  Board of
          Directors  of the  Company.  The  Participant  may revise the terms of
          distribution  of the  Participant's  Non-CSU  Accounts by submitting a
          revised  Notice of Election,  provided that (i) the revised  Notice of
          Election form shall be filed by the Participant with the Secretary not
          later than twelve months prior to the Participant's  normal retirement
          date  from the  Board of  Directors  of the  Company,  and (ii) in any
          event,  distribution of the  Participant's  Non-CSU Accounts shall not
          commence  earlier than twelve months after the  Participant's  revised
          Notice of Election form is filed with the Secretary.  The  Participant
          may not  revise  any terms of  distribution  of any  Deferred  Amounts
          credited to the Participant's Common Share Unit Account.

          B.  Subject  to  Section  V.C and,  in the case of  Non-CSU  Accounts,
          Section V.D,  payment of the amount in each Account  (whether a Common
          Share Unit Account or a Non-CSU  Account)  shall be either in the form
          of a lump sum or in annual  installments over a period of years not to
          exceed ten (10) years as selected by the Participant in the applicable
          Notice of Election form. The amount of any  installment  payment shall
          be determined by multiplying the amount to which the Participant would
          be entitled as a lump sum on the installment  date by a fraction,  the
          numerator of which is one and the  denominator  of which is the number
          of remaining unpaid installments.

          C. In the event of the Participant's  death or disability prior to the
          Distribution Date or after annual installments to the Participant have
          commenced  but  before  full  distribution  has  been  made,  the then
          remaining  balance in each Account  shall be paid in a lump-sum to the
          Beneficiary  or  contingent  Beneficiary  designated  in the Notice of
          Election form, or to the

                                       5
estate  of  the  deceased   Participant   if  there  is  no  surviving
          Beneficiary or contingent  Beneficiary.  In either such event the lump
          sum payment shall be valued as of the first day of the month following
          the  Participant's  date  of  death.  A  Participant  may  change  the
          Beneficiary or contingent Beneficiary from time to time by filing with
          the Secretary a written notice of such change; provided, however, that
          no such notice of change of Beneficiary  shall be effective  unless it
          had  been  received  by  the  Secretary  prior  to  the  date  of  the
          Participant's death.

          D.  Upon   demonstration   of  Hardship  by  the  Participant  to  the
          Compensation and Nominating Committee of the Board of Directors of the
          Company,  distribution  of a  Participant's  Non- CSU Account,  or the
          remaining balance of any unpaid installments,  as the case may be, may
          be made in a lump sum. No  distribution  of any  Participant's  Common
          Share Unit Account may be made in connection with any Hardship.

VI.      MISCELLANEOUS.

          A. The Board of Directors  of the Company may amend or  terminate  the
          Plan at any time;  however,  any amendment or  termination of the Plan
          shall not  affect  the  rights of  Participants  or  Beneficiaries  to
          payment, in accordance with Section V of the Plan, of amounts credited
          to   Participants'   Accounts  at  the  time  of  such   amendment  or
          termination.  The Board of Directors of the Company and the  Secretary
          may in their discretion  prescribe such provisions and interpretations
          of the Plan as they shall deem necessary or advisable. Expenses of the
          Plan shall be borne by the Company and its Subsidiaries.

          B. The  Plan  does not  create  a trust in favor of a  Participant,  a
          Participant's  designated  Beneficiary or Beneficiaries,  or any other
          person claiming on a Participant's  behalf,  and the obligation of the
          Company  is  solely a  contractual  obligation  to make  payments  due
          hereunder.  In this  regard,  the  balance  in any  Account  shall  be
          considered  a  liability  of the  Company  and a  Participant's  right
          thereto  shall be the same as any  unsecured  general  creditor of the
          Company.  Neither a Participant nor any other person shall acquire any
          right,  title,  or  interest  in or to  any  amount  outstanding  to a
          Participant's  credit under the Plan other than the actual  payment of
          such portions thereof in accordance with the terms of the Plan.

          C. No  right  or  benefit  under  or  interest  in the  Plan  shall be
          transferable  by a  Participant,  other  than by  will or the  laws of
          descent and  distribution or to a revocable inter vivos trust in which
          such participant is sole settlor, trustee and beneficiary.

          D. Construction of the Plan shall be governed by the laws of Delaware.

          E. The terms of the Plan shall be binding  upon the heirs,  executors,
          administrators,  personal  representatives,  successors and assigns of
          all parties in interest.

                                       6
F. The headings have been inserted for convenience  only and shall not
          affect the meaning or interpretation of the Plan.

          G. Any amount payable to or for the benefit of a minor, an incompetent
          person or other  person  incapable  of  receipting  therefor  shall be
          deemed  paid  when  paid to such  person's  guardian  or to the  party
          providing  or  reasonably  appearing  to provide  for the care of such
          person,  and such payment  shall fully  discharge  the Company and the
          Board of Directors with respect thereto.

          H. Neither the Plan nor any action taken  hereunder shall be construed
          as giving any Non-  Employee  Director any right to be retained in the
          service of the Company.

                                       7
Exhibit 5

                                                       THE ALLSTATE CORPORATION
                                                       ------------------------

                                                       2775 Sanders Road
                                                       Northbrook, Illinois  
                                                                    60062-6127
                                                       ------------------------

                                                       Joseph T. Kane
                                                       Counsel

                                              November 12, 1996

The Allstate Corporation
Allstate Plaza
Northbrook, IL  60062

Ladies and Gentlemen:

         A  Registration  Statement on Form S-8  ("Registration  Statement")  is
being filed on or about the date of this letter with the Securities and Exchange
Commission to register  $4,000,000 of Deferred  Compensation  Obligations  which
represent unsecured  obligations of the Company to pay deferred  compensation in
the future in accordance with the terms of The Allstate  Corporation Amended and
Restated  Deferred  Compensation  Plan For Non-Employee  Directors (the "Plan").
This opinion is delivered in accordance with the  requirements of Item 601(b)(5)
of Regulation S-K under the Securities Act of 1933, as amended.

         In connection  with this opinion,  I have examined and am familiar with
originals or copies,  certified or otherwise  identified to my satisfaction,  of
(i) the Registration Statement, (ii) the Plan, (iii) the Restated Certificate of
Incorporation  of the Company as  currently  in effect,  (iv) the By-laws of the
Company as currently in effect, and (v) resolutions of the Board of Directors of
the Company  relating to the filing of the  Registration  Statement  and related
matters.  I have also  examined  originals  or copies,  certified  or  otherwise
identified  to my  satisfaction,  of such  records of the Company and such other
agreements,  instruments, and documents of the Company, and have made such other
investigations,  as I have deemed  necessary or  appropriate  as a basis for the
opinions set forth herein.

         Based upon the foregoing, I advise you that, in my opinion, when issued
in  accordance  with the  provisions  of the  Plan,  the  Deferred  Compensation
Obligations will be valid and binding
obligations of the Company,  enforceable in accordance with their terms,  except
as enforcement thereof may be limited by bankruptcy, insolvency or other laws of
general applicability  relating to or affecting enforcement of creditors' rights
or by general equity principles.

         I  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration  Statement  and to the use of my  name  wherever  appearing  in the
Registration Statement and any amendment thereto.

                                                           Very truly yours,

                                                           Joseph T. Kane
Exhibit 15

The Allstate Corporation
Allstate Plaza
Northbrook, IL

We have  reviewed,  in accordance  with  standards  established  by the American
Institute of Certified  Public  Accountants,  the  unaudited  interim  financial
information  of The Allstate  Corporation  and  subsidiary for the periods ended
March 31, June 30 and  September  30, 1996 and 1995, as indicated in our reports
dated May 13,  1996,  August 14, 1996,  and  November  13,  1996,  respectively;
because  we  did  not  perform  an  audit,  we  expressed  no  opinion  on  that
information.

We are aware that our  reports  referred to above,  which were  included in your
Quarterly  Reports on Form 10-Q for the  quarters  ended  March 31,  June 30 and
September 30, 1996, are being used in this Registration Statement.

We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the  Securities  Act of  1933,  are not  considered  a part of the  Registration
Statement  prepared  or  certified  by an  accountant  or a report  prepared  or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.

Deloitte & Touche LLP
Chicago, Illinois

November 14, 1996
Exhibit 23(b)

                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
The  Allstate  Corporation  on Form S-8 of our  reports  dated  March  1,  1996,
appearing in and  incorporated by reference in the Annual Report on Form 10-K of
The Allstate Corporation for the year ended December 31, 1995.

Deloitte & Touche LLP
Chicago, Illinois

November 14, 1996