As filed with the Securities and Exchange Commission on March 14, 1997
                                                  Registration No. ________

---------------------------------------------------------------------------
---------------------------------------------------------------------------
                       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
                  EXCLUSIVE AGENT INDEPENDENT CONTRACTORS
                               STOCK BONUS PLAN
                             (Full title of the Plan)
                                 -------------

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



                                       E-1

<PAGE>



                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------

                                 Proposed       Proposed
       Title of                   Maximum        Maximum
      Securities      Amount      Offering      Aggregate      Amount of
         to be         to be       Price        Offering      Registration
      Registered    Registered   Per Share 1     Price 1          Fee
-----------------   -----------  ---------       -----            ---
Common               1,000,000    $67.625       $67,625,000   $20,490.38
Stock, par             shares
value $.01 per
share

================    ===========  ==========     ==========    ============


1        Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the aggregate  offering  price and the amount of the  registration  fee
         based  upon the  average of the high and low  prices  reported  for the
         shares on the New York Stock Exchange on March 11, 1997.



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                  The documents containing information specified in Part I (plan
information  and  registrant  information)  will be sent or given  to  exclusive
insurance  agents of Allstate  Insurance  Company  ("Allstate") or of Allstate's
wholly-owned  subsidiaries  eligible to participate in The Allstate  Corporation
Exclusive  Agent  Independent  Contractors  Stock  Bonus  Plan (the  "Plan")  as
specified by Rule  428(b)(1)  under the  Securities Act of 1933, as amended (the
"Securities  Act").  Such  documents  need not be filed with the  Securities and
Exchange  Commission  (the  "Commission")  either  as part of this  Registration
Statement or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424
under the Securities  Act.  These  documents and the documents  incorporated  by
reference in this Registration  Statement  pursuant to Item 3 of Part II of this
Registration Statement,  taken together,  constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.  Allstate is a wholly-owned
subsidiary of The Allstate Corporation (the "Company").


                                      - 2 -

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3:  INCORPORATION OF DOCUMENTS BY REFERENCE

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

         (1) the  Company's  Annual  Report  on Form  10-K  for the  year  ended
         December 31, 1995,  and Form 10-K/A filed August 27, 1996  amending the
         Company's Form 10-K for the year ended December 31, 1995;

         (2) the Company's Quarterly Reports on Form 10-Q for the quarters ended
         March 31, June 30 and September 30, 1996;

         (3) the  Company's  Current  Reports  on Form 8-K dated  September  30,
         October 8, December 6 and December 6, 1996;

         (4) the  description  of the Company's  common shares under the caption
         "Description  of Capital Stock"  contained in the Company's  prospectus
         dated June 2, 1993,  filed with the Commission on June 4, 1993 pursuant
         to Rule  424(b)  under the  Securities  Act and  deemed to be a part of
         Allstate's Registration Statement on Form S-1 (File No. 33-59676); and

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

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



                                      - 3 -

<PAGE>



ITEM 4:  DESCRIPTION OF SECURITIES

         Not applicable.


ITEM 5:  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the Company's Common Stock being registered  hereby has
been  passed  upon by Joseph T.  Kane,  Counsel,  Corporate  Law  Department  of
Allstate Insurance Company, a wholly-owned subsidiary of the Company.


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 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

                                      - 4 -

<PAGE>



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
(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 of this  Registration  Statement,  which Index is  incorporated  herein by
reference.


ITEM 9:  UNDERTAKINGS

         The Company hereby undertakes:

                                      - 5 -

<PAGE>



         (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  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

                                      - 6 -

<PAGE>



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.


                                      - 7 -

<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 March 11, 1997.


                            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, Robert W. Pike
and Thomas J. Wilson, 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 Board of                      March 11, 1997
------------------
Jerry D. Choate                    Directors, and Chief Executive Officer
                                   (Principal Executive Officer)

</TABLE>



                                      - 8 -

<PAGE>



<TABLE>
<CAPTION>
SIGNATURE                          TITLE                                                   DATE
---------                          -----                                                   ----

<S>                                <C>                                                     <C>
/s/Thomas J. Wilson                Vice President and Chief Financial                      March 11, 1997
-------------------
Thomas J. Wilson                   Officer (Principal Financial Officer)


/s/Samuel H. Pilch                 Controller (Principal Accounting Officer)               March 11, 1997
------------------
Samuel H. Pilch


/s/James G. Andress                Director                                                March 11, 1997
-------------------
James G. Andress


/s/Warren L. Batts                 Director                                                March 11, 1997
------------------
Warren L. Batts


-----------------                  Director                                                March 11, 1997
Edward A. Brennan


/s/James M. Denny                  Director                                                March 11, 1997
-----------------
James M. Denny


--------------------               Director                                                March 11, 1997
Christopher F. Edley


/s/Michael A. Miles                Director                                                March 11, 1997
-------------------
Michael A. Miles

</TABLE>


                                      - 9 -

<PAGE>



<TABLE>
<CAPTION>
SIGNATURE                          TITLE                                                   DATE
---------                          -----                                                   ----

<S>                                <C>                                                     <C> 
/s/Nancy C. Reynolds               Director                                                March 11, 1997
--------------------
Nancy C. Reynolds


/s/ Joshua I. Smith                Director                                                March 11, 1997
-------------------
Joshua I. Smith


-----------------                  Director                                                March 11, 1997
Mary Alice Taylor

</TABLE>

<PAGE>




<TABLE>
<CAPTION>

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

                             Description of Exhibit
                             ----------------------


<S>               <C>                                                                      <C>
4(a)              Restated   Certificate   of   Incorporation   of  the  Company
                  (incorporated  by reference  to Exhibit 3(a) of the  Company's
                  Quarterly  Report on Form 10-Q for the quarter ended September
                  30, 1995).                                                               N/A 

4(b)              By-Laws of the Company  (incorporated  by reference to Exhibit
                  3(b) of the Company's  Annual Report on Form 10-K for the year
                  ended December 31, 1995).                                                N/A

4(c)              The Allstate Corporation Exclusive Agent Independent
                  Contractors Stock Bonus Plan.                                            14

5                 Opinion of Joseph T. Kane.                                               24

15                Acknowledgment of Deloitte & Touche LLP
                  regarding unaudited interim financial
                  information.                                                             26

23(a)             Consent of Joseph T. Kane (included in Exhibit 5).                       24  

23(b)             Consent of Deloitte & Touche LLP.                                        27    

</TABLE>
                                       26



<PAGE>



                                                                 Exhibit 4(c)


















                            THE ALLSTATE CORPORATION

                     EXCLUSIVE AGENT INDEPENDENT CONTRACTORS

                                STOCK BONUS PLAN














                                      - 1 -

<PAGE>







Section 1.
         Purpose  The  purpose  of  The  Allstate  Corporation  Exclusive  Agent
         -------
Independent  Contractors  Stock Bonus Plan is to  encourage  ownership of common
stock in The Allstate Corporation by Exclusive Agent Independent  Contractors of
Allstate  Insurance  Company and its wholly-owned  subsidiaries,  to enable such
Exclusive  Agents to share in any  appreciation  in the  value of the  Company's
common stock,  and to provide an incentive for such Exclusive  Agents to promote
the success of the Company's business.


Section 2.
         Definitions
         -----------

2.01.    Allstate means Allstate Insurance Company.
         --------

2.02.    Company means The Allstate Corporation.
         -------

2.03     Company  Contribution  means  the  amount,  in  Shares  or  in  cash,
         ---------------------
contributed  by the Company  for each Year  pursuant to Section 5 of the Plan on
behalf of each  Participant  who is an  Exclusive  Agent on  December 31 of that
Year.

2.04      Compensation  means  all  commissions  and other  amounts  paid to an
          ------------
Exclusive  Agent by Allstate or a Subsidiary in a Year,  including  compensation
for such Year the  Exclusive  Agent has duly  elected to defer  pursuant  to the
Company's  deferred  compensation plan, but shall not include prizes and awards,
award tax offsets or  commissions  paid for flood  business and residual  market
business,  including Joint Underwriting  Association,  Assigned Risk,  Facility,
Hawaii Hurricane Relief Fund and California Earthquake Authority business.

2.05      Exclusive  Agent means any person who is an insurance  agent under an
          ----------------
R3001  Exclusive  Agency  Agreement  with  Allstate  or a  Subsidiary  or who is
designated as a "Key Person"  pursuant to an R3001A or R3001B  Exclusive  Agency
Agreement  between a corporation,  a limited  liability company or a partnership
and Allstate or a Subsidiary.

                                      - 2 -

<PAGE>




2.06      Maximum  Operating  Earnings  Per Share means the amount of Operating
          ---------------------------------------
Earnings  for a Year  established  by the  Company  as the  level  of  Operating
Earnings Per Share at which the Maximum Company  Contribution shall be made to a
Participant's Shares Account.

2.07      Operating  Earnings  shall  be  derived  from the  audited  financial
          -------------------
statements  of the  Company  prepared  in  accordance  with  generally  accepted
accounting  principles  and is  defined  as Net  Income  (including  catastrophe
losses, but excluding  accounting  changes,  after tax capital gains and losses,
gains and losses from the  disposition of a business and equity in net income of
unconsolidated subsidiaries), but excluding:
         1. the operating results of a segment of a business,  if there has been
         a decision to sell or discontinue  such segment of a business,  as well
         as the impact of any gain or loss  resulting  from decisions to sell or
         discontinue  such  segment  of a  business  (the term "a  segment  of a
         business" refers to a component of an entity whose activities represent
         a separate major line of business or whose  activities  service a class
         of customer,  or to legal entities that are 50% or more owned);
         and
         2. insurance ceded by the Company and its affiliates and payments made
         to any governmental entity or any private entity in order to limit the
         exposure  of the  Company and its  affiliates  to losses  from  natural
         disasters.

2.08      Operating  Earnings Per Share means  Operating  Earnings for the Year
          -----------------------------
divided  by the  weighted  average  number  of shares of  Company  Common  Stock
outstanding,  computed as the basis for primary Earnings Per Share in accordance
with APB (Accounting Principles Board) Opinion No. 15, during the year.

2.09      Participant  means any Exclusive Agent who has elected to participate
          -----------
in the Plan in the manner described in Section 4.

2.10      Plan  means  The Allstate  Corporation  Exclusive  Agent  Independent
          ----
Contractors Stock Bonus Plan.

2.11      Plan Administrator means the Board of Directors of Allstate.
          ------------------


                                      - 3 -

<PAGE>



2.12      Recordkeeper  means the entity  appointed  by the Plan  Administrator
          ------------
pursuant  to Section 11 to keep Plan and Shares  Account  records and to perform
other duties as delegated by the Plan Administrator.

2.13      Shares means the Company's common stock, par value $.01.
          ------

2.14      Shares Account means the account established for each  Participant to
          --------------
contain Shares contributed by the Company,  Shares purchased by the Trustee with
Company cash  contributions,  and Shares purchased by the Trustee with dividends
paid on Shares in the Shares Account.

2.15      Subsidiary  means any corporation  which is wholly-owned by Allstate,
          ----------
whether directly or indirectly.

2.16      Target  Operating  Earnings  Per Share  means the amount of Operating
          --------------------------------------
Earnings Per Share for a Year  established  by the Company as the level at which
the Target Company Contribution shall be made to a Participant's Shares Account.

2.17      Target Company Contribution means the lesser of (i) $8,000 or (ii) 3%
          ---------------------------
of the Participant's Compensation for a Year.

2.18      Threshold  Operating Earnings Per Share means the amount of Operating
          ---------------------------------------
Earnings  Per Share for a year  established  by the  Company  as the level at or
below which the Minimum  Company  Contribution  shall be made to a Participant's
Shares Account.

2.19      Trustee means the entity appointed by the Plan Administrator pursuant
          -------
to  Section 11 to act as trustee  with  respect to the Plan and with  respect to
Shares acquired for Participants, to make purchases of Shares on the open market
with Company  Contributions  made in cash and with  dividends  distributed  with
respect to Shares in Shares Accounts,and to perform other duties as delegated by
the Plan Administrator.

2.20      Year means the calendar year.
          ----


Section 3.
         Eligibility Any Exclusive Agent may participate in the Plan; provided,
         -----------                                                  ---------
however, that any  provision of the Plan to the contrary


                                      - 4 -

<PAGE>


notwithstanding, no individual who is subject to the reporting requirements and
other limitations of  section 16 of the  Securities  Exchange  Act of 1934 with
respect to equity securities of the Company may participate in the Plan.


Section 4.
         Elections to  Participate  and to Withdraw  Participation  An Exclusive
         ---------------------------------------------------------
Agent may enroll in the Plan by  electing to do so, and by agreeing to be solely
liable for payment of all  Federal,  state and local taxes,  including  taxes on
self-employment  income.  The Plan Administrator or its delegate may provide for
such  elections  pursuant  to a  written  authorization  form  or  by  way  of a
telephonic  voice election  system("VES").  If a VES election is used, a written
confirmation  of  such  VES  election  shall  be  provided  to the  Participant.
Elections  shall be made  during a time  designated  by the Plan  Administrator.
Persons who first become Exclusive Agents during a Year will be supplied with an
election  to  enroll  form  and  permitted  to make an  election  during  a time
designated  on such form. An election to  participate  in the Plan for a Year is
irrevocable,  but the Particepant may elect to withdraw from participation for a
succeeding  Year.  Such  withdrawal  shall not prevent the Exclusive  Agent from
electing to enroll in the Plan for another Year.


Section 5.
         Company  Contribution  As soon as is  practical after the  Company has
         ---------------------
computed  Operating  Earnings Per Share for a Year, the Company shall contribute
to the Trustee on behalf of each  Participant  who is an  Exclusive  Agent as of
December 31 of that Year, Shares of a value, or cash in an amount, equal to:

         (i) 50% of the  Target  Company  Contribution  if the  Company  has not
         exceeded  Threshold  Operating  Earnings  Per  Share for such Year (the
         "Minimum Company Contribution");

         (ii)  100%  of the  Target  Company  Contribution  if the  Company  has
         attained Target Operating Earnings Per Share for such Year;



                                      - 5 -

<PAGE>

         (iii)  150% of the  Target  Company  Contribution  if the  Company  has
         attained  Maximum  Operating  Earnings  Per  Share  for such  Year (the
         "Maximum Company Contribution").

         If the Company elects to make the Company  Contribution in Shares, each
Share  shall have a value  equal to the mean  between the high and low price per
Share,as is  reported  on the New York Stock  Exchange  Composite  Tape,  on the
business day immediately preceding the date on which the Company Contribution is
made.  If the  Company  elects to make the  Company  Contribution  in cash,  the
Trustee shall purchase Shares for the Participants on the open market as soon as
is  practicable  after the  Custodian's  receipt  of such  cash,  and each Share
purchased shall be valued at the average  purchase price of all Shares purchased
with such cash contribution.

         The  amount of the  Company  Contribution  shall be  increased  ratably
between the Minimum Company  Contribution and the Target Company Contribution to
the extent that Threshold  Operating  Earnings Per Share for a Year are exceeded
but Target Operating Earnings Per Share for such Year are not attained;  and the
amount of the Company Contribution shall be increased ratably between the Target
Company  Contribution  and the Maximum  Company  Contribution to the extent that
Target  Operating  Earnings  Per  Share  for a Year  are  exceeded  but  Maximum
Operating  Earnings Per Share for such Year are not attained.  In no event shall
the Company Contribution for any Year exceed the Maximum Company Contribution.


Section 6.

         Accounts  A  separate  Shares  Account  will be  established  for  each
         --------
Participant by the Recordkeeper  appointed by the Plan Administrator pursuant to
Section 11. The Shares  Account shall contain a record of Shares  contributed by
the Company,  or purchased by the Trustee with cash  contributed  by the Company
and with cash dividends on Shares in the Shares Account.  The Recordkeeper  will
provide  each  Participant  with a  statement  of his  Shares  Account  at least
annually,  which  statement will reflect the value of the  Participant's  Shares
Account as of the last day of the period  reported.  A Participant  shall have a
nonforfeitable  right to all  Shares in his or her  Shares  Account,  subject to
restrictions on transferability and withdrawal set forth in the Plan.






                                      - 6 -

<PAGE>



Section 7.

         Dividends  on  Shares  Dividends  with  respect  to  Shares held  in a
         ---------------------
Participant's  Shares  Account will be reinvested by the Trustee in Shares which
the Trustee shall  purchase on the open market as soon as is  practicable  after
receipt of the dividends.  Each Share purchased with dividend  proceeds shall be
valued at the average  purchase price of all Shares  purchased with the proceeds
of such dividend.


Section 8.
         Withdrawals Unless there has occurred a termination of participation as
         -----------
described in Section 9, below,  Shares in a Shares  Account may not be withdrawn
until after the fifth  anniversary of their  contribution  to, or their purchase
for, such account. An election for a withdrawal pursuant to this Section 8 shall
be made on a form supplied by the  Recordkeeper.  The Recordkeeper  shall advise
the  Trustee  of the number of Shares to be  withdrawn,  and the  Trustee  shall
distribute  the  Shares  to the  Participant.  Fractional  Shares  shall  not be
distributed.  In lieu  thereof,  cash in an  amount  equal  to the  value of the
fractional Share shall be distributed.


Section 9.
         Termination  of  Participation   The  Plan  shall  terminate  as  to a
         ------------------------------
Participant  upon the earlier to occur of (i)  termination of the  Participant's
status as an Exclusive  Agent, or (ii) the  Participant's  death, and the Shares
shall be distributed by the Trustee to the  Participant(or  to the Participant's
designated  beneficiary  or to his  estate,  in case  termination  occurs due to
Participant's death) as soon as is practicable after the Trustee receives notice
of such event from the Company.  Prior to making any  distribution,  the Trustee
shall  consult  with the  Recordkeeper  to  verify  the  number of Shares in the
Participant's  Shares Account.  Fractional  Shares shall not be distributed.  In
lieu thereof, cash in an amount equal to the value of the fractional Share shall
be distributed.





                                      - 7 -

<PAGE>



Section 10.
         Transferability of Shares Shares in a Participant's Shares Account may
         -------------------------
not be transferred, nor may a Participant's interest in such Shares be assigned.
A Participant may designate a beneficiary or beneficiaries to receive the Shares
in his Shares Account in the event of his death.  Such  beneficiary  designation
may be amended or revoked by the  Participant at any time.  Distribution  by the
Trustee will be made in accordance  with such  designation,  to the extent it is
valid  and  enforceable  under  applicable  law.  If  there  is  no  such  valid
designation of a beneficiary who is surviving upon the death of the Participant,
distribution  of the  Participant's  Shares  shall be made by the Trustee to the
Participant's estate.


Section 11.
         Administration   Allstate's  Board  of  Directors shall  be  the  Plan
         --------------
Administrator  shall have full power to  construe  and  interpret  the Plan,  to
establish  and amend rules for its  administration  and to correct any defect or
omission and to reconcile any  inconsistency  in the Plan to the extent the Plan
Administrator  deems  desirable to carry the Plan into effect.  Any decisions of
the Plan  Administrator  in the  administration  of the Plan  shall be final and
conclusive. The Plan Administrator may delegate all or any part of its authority
to any officer or employee of Allstate or to any  consultant  under  contract to
act as  Recordkeeper or Trustee under the Plan, and may authorize any officer or
employee of Allstate  to execute  and  deliver  documents  on behalf of the Plan
Administrator.  The Plan  Administrator and each officer or employee of Allstate
to whom duties or powers shall be delegated  in  connection  with the Plan shall
incur no  liability  with  respect to any action  taken or omitted to be take in
connection  with the Plan and shall be fully  protected in relying in good faith
upon the advice of counsel,  to the fullest extent  permitted  under  applicable
law.


Section 12.
         Stockholder  Rights  Except for  restrictions  on  transferability and
         -------------------
withdrawal  set  forth  in the  Plan,  Participants  shall  have all  rights  of
beneficial  ownership of shares held in their Shares Accounts,  including voting
rights  attributable to the Shares.  The

                                      - 8 -

<PAGE>


Trustee  will  cause to be  mailed to each  Participant  copies of the same
materials  as are sent to other  beneficial  owners of Shares,  with the request
that the Participant give voting instructions with respect to the Shares held in
the Participant's Shares Account.  Participants may also attend any stockholders
meeting and vote Shares in their Shares  Account at such  meeting.  Participants
who wish to attend such meetings  should obtain  written  verification  from the
Trustee of their status as Company stockholders.


Section 13.
         Amendment or  Termination of Plan The Board of Directors of the Company
         ---------------------------------
may at any time amend or terminate the Plan.

Section 14.
         Effect on Status of Participants Neither the adoption of this Plan, its
         --------------------------------
operation,  nor any documents  describing or referring to this Plan (or any part
thereof) shall confer upon any individual,  including any Participant, any right
to continue to sell the  insurance  policies of Allstate or a  Subsidiary  or to
provide  services on behalf of Allstate or a Subsidiary,  or affect any right or
power of Allstate or a Subsidiary  to terminate the agency  relationship  of any
individual,  including any Participant,  at any time with or without assigning a
reason therefor.


Section 15.
         Administration  Expenses  and  Brokerage  Fees  Brokerage  fees for any
         ----------------------------------------------
purchases of Shares with Company  Contributions  made in cash and with  dividend
distributions,  and all  expenses  of  administering  the Plan shall be borne by
Allstate.


Section 16.
         Rules of  Construction  Headings are given to the sections of this Plan
         ----------------------
solely as a convenience  to facilitate  reference.  In the  construction  of the
Plan,  the  masculine  shall include the feminine and the singular the plural in
all cases where such meanings are indicated by the context.


                                      - 9 -


<PAGE>


Section 17.
         Governing Law  The Plan shall be construed, administered and enforced
         -------------
in accordance with the laws of the State of Illinois.


Section 18.
         Effective Date The Plan was adopted by the Company's Board of Directors
         --------------
on February 5, 1997, to be effective as of January 1, 1997.




                                     - 10 -

<PAGE>




                                                              EXHIBIT 5


                                           THE ALLSTATE
                                           CORPORATION


                                           2775 Sanders Road, Suite A8
                                           Northbrook, Illinois  60062-6127
                                           ----------------------------------

                                           Joseph T. Kane
                                           Counsel


                                                              March 14, 1997



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  1,000,000  shares of common  stock,  par value $.01 per
share (the "Common  Stock"),  of The Allstate  Corporation (the "Company") which
may from time to time be offered in  connection  with The  Allstate  Corporation
Exclusive  Agent  Independent  Contractors  Stock Bonus Plan (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 Restated Certificate of Incorporation
of the  Company as  currently  in effect,  (iii) the  By-laws of the  Company as
currently  in effect,  and (iv)  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.

         I  have  assumed  the  legal  capacity  of  all  natural  persons,  the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals, the conformity


<PAGE>



to  original  documents  of  all  documents  submitted  to  me as  certified  to
photostatic  copies  and  the  authenticity  of the  originals  of  such  latter
documents.  In making my examination of documents executed by parties other than
the  Company,  I have assumed  that such  parties had the power,  corporate  and
otherwise, to enter into and perform their respective obligations thereunder and
have also assumed the due authorization by all requisite  action,  corporate and
otherwise,  and the execution and delivery by such parties of such documents and
the validity and binding effect thereof. As to any facts material to the opinion
expressed   herein,   I  have  relied  upon  oral  or  written   statements  and
representations of officers and other representatives of the Company and others.

         Based upon and  subject  to the  foregoing,  it is my opinion  that the
shares of Common Stock have been duly  authorized  and, when issued  pursuant to
the Plan, will be validly issued, fully paid and non-assessable.

         I  consent  to the  inclusion  of this  opinion  as an  exhibit  to the
Registration   Statement  referred  to  above  and  to  the  reference  in  such
Registration Statement.

                                                              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
September 30, 1996 and 1995, as indicated in our report dated November 13, 1996;
because  we  did  not  perform  an  audit,  we  expressed  no  opinion  on  that
information.

We are aware that our  report  referred  to above,  which was  included  in your
Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, is being
used in this Registration Statement.

We are also aware that the aforementioned report,  pursuant to Rule 436(c) under
the  Securities  Act of  1933,  is 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.







Chicago, Illinois
March 11, 1997


<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.






Chicago, Illinois
March 11, 1997
[{"type": "S-8", "sequence": "1", "description": "CORRESP", "secsgml_size_bytes": 46938}]
{"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": "333-23309", "film-number": "97556593"}, "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 March 14, 1997
                                                  Registration No. ________

---------------------------------------------------------------------------
---------------------------------------------------------------------------
                       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
                  EXCLUSIVE AGENT INDEPENDENT CONTRACTORS
                               STOCK BONUS PLAN
                             (Full title of the Plan)
                                 -------------

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

                                       E-1
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------

                                 Proposed       Proposed
       Title of                   Maximum        Maximum
      Securities      Amount      Offering      Aggregate      Amount of
         to be         to be       Price        Offering      Registration
      Registered    Registered   Per Share 1     Price 1          Fee
-----------------   -----------  ---------       -----            ---
Common               1,000,000    $67.625       $67,625,000   $20,490.38
Stock, par             shares
value $.01 per
share

================    ===========  ==========     ==========    ============

1        Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the aggregate  offering  price and the amount of the  registration  fee
         based  upon the  average of the high and low  prices  reported  for the
         shares on the New York Stock Exchange on March 11, 1997.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                  The documents containing information specified in Part I (plan
information  and  registrant  information)  will be sent or given  to  exclusive
insurance  agents of Allstate  Insurance  Company  ("Allstate") or of Allstate's
wholly-owned  subsidiaries  eligible to participate in The Allstate  Corporation
Exclusive  Agent  Independent  Contractors  Stock  Bonus  Plan (the  "Plan")  as
specified by Rule  428(b)(1)  under the  Securities Act of 1933, as amended (the
"Securities  Act").  Such  documents  need not be filed with the  Securities and
Exchange  Commission  (the  "Commission")  either  as part of this  Registration
Statement or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424
under the Securities  Act.  These  documents and the documents  incorporated  by
reference in this Registration  Statement  pursuant to Item 3 of Part II of this
Registration Statement,  taken together,  constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.  Allstate is a wholly-owned
subsidiary of The Allstate Corporation (the "Company").

                                      - 2 -
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3:  INCORPORATION OF DOCUMENTS BY REFERENCE

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

         (1) the  Company's  Annual  Report  on Form  10-K  for the  year  ended
         December 31, 1995,  and Form 10-K/A filed August 27, 1996  amending the
         Company's Form 10-K for the year ended December 31, 1995;

         (2) the Company's Quarterly Reports on Form 10-Q for the quarters ended
         March 31, June 30 and September 30, 1996;

         (3) the  Company's  Current  Reports  on Form 8-K dated  September  30,
         October 8, December 6 and December 6, 1996;

         (4) the  description  of the Company's  common shares under the caption
         "Description  of Capital Stock"  contained in the Company's  prospectus
         dated June 2, 1993,  filed with the Commission on June 4, 1993 pursuant
         to Rule  424(b)  under the  Securities  Act and  deemed to be a part of
         Allstate's Registration Statement on Form S-1 (File No. 33-59676); and

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

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

                                      - 3 -
ITEM 4:  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5:  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the Company's Common Stock being registered  hereby has
been  passed  upon by Joseph T.  Kane,  Counsel,  Corporate  Law  Department  of
Allstate Insurance Company, a wholly-owned subsidiary of the Company.

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 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

                                      - 4 -
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
(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 of this  Registration  Statement,  which Index is  incorporated  herein by
reference.

ITEM 9:  UNDERTAKINGS

         The Company hereby undertakes:

                                      - 5 -
(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  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

                                      - 6 -
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.

                                      - 7 -
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 March 11, 1997.

                            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, Robert W. Pike
and Thomas J. Wilson, 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 Board of                      March 11, 1997
------------------
Jerry D. Choate                    Directors, and Chief Executive Officer
                                   (Principal Executive Officer)
- 8 -
SIGNATURE                          TITLE                                                   DATE
---------                          -----                                                   ----
/s/Thomas J. Wilson                Vice President and Chief Financial                      March 11, 1997
-------------------
Thomas J. Wilson                   Officer (Principal Financial Officer)

/s/Samuel H. Pilch                 Controller (Principal Accounting Officer)               March 11, 1997
------------------
Samuel H. Pilch

/s/James G. Andress                Director                                                March 11, 1997
-------------------
James G. Andress

/s/Warren L. Batts                 Director                                                March 11, 1997
------------------
Warren L. Batts

-----------------                  Director                                                March 11, 1997
Edward A. Brennan

/s/James M. Denny                  Director                                                March 11, 1997
-----------------
James M. Denny

--------------------               Director                                                March 11, 1997
Christopher F. Edley

/s/Michael A. Miles                Director                                                March 11, 1997
-------------------
Michael A. Miles
- 9 -
SIGNATURE                          TITLE                                                   DATE
---------                          -----                                                   ----
/s/Nancy C. Reynolds               Director                                                March 11, 1997
--------------------
Nancy C. Reynolds

/s/ Joshua I. Smith                Director                                                March 11, 1997
-------------------
Joshua I. Smith

-----------------                  Director                                                March 11, 1997
Mary Alice Taylor
Exhibit                        EXHIBIT INDEX                                               Sequentially
Number                                                                                     Numbered Page
-------                                                                                    -------------

                             Description of Exhibit
                             ----------------------
4(a)              Restated   Certificate   of   Incorporation   of  the  Company
                  (incorporated  by reference  to Exhibit 3(a) of the  Company's
                  Quarterly  Report on Form 10-Q for the quarter ended September
                  30, 1995).                                                               N/A 

4(b)              By-Laws of the Company  (incorporated  by reference to Exhibit
                  3(b) of the Company's  Annual Report on Form 10-K for the year
                  ended December 31, 1995).                                                N/A

4(c)              The Allstate Corporation Exclusive Agent Independent
                  Contractors Stock Bonus Plan.                                            14

5                 Opinion of Joseph T. Kane.                                               24

15                Acknowledgment of Deloitte & Touche LLP
                  regarding unaudited interim financial
                  information.                                                             26

23(a)             Consent of Joseph T. Kane (included in Exhibit 5).                       24  

23(b)             Consent of Deloitte & Touche LLP.                                        27
26
Exhibit 4(c)

                            THE ALLSTATE CORPORATION

                     EXCLUSIVE AGENT INDEPENDENT CONTRACTORS

                                STOCK BONUS PLAN

                                      - 1 -
Section 1.
         Purpose  The  purpose  of  The  Allstate  Corporation  Exclusive  Agent
         -------
Independent  Contractors  Stock Bonus Plan is to  encourage  ownership of common
stock in The Allstate Corporation by Exclusive Agent Independent  Contractors of
Allstate  Insurance  Company and its wholly-owned  subsidiaries,  to enable such
Exclusive  Agents to share in any  appreciation  in the  value of the  Company's
common stock,  and to provide an incentive for such Exclusive  Agents to promote
the success of the Company's business.

Section 2.
         Definitions
         -----------

2.01.    Allstate means Allstate Insurance Company.
         --------

2.02.    Company means The Allstate Corporation.
         -------

2.03     Company  Contribution  means  the  amount,  in  Shares  or  in  cash,
         ---------------------
contributed  by the Company  for each Year  pursuant to Section 5 of the Plan on
behalf of each  Participant  who is an  Exclusive  Agent on  December 31 of that
Year.

2.04      Compensation  means  all  commissions  and other  amounts  paid to an
          ------------
Exclusive  Agent by Allstate or a Subsidiary in a Year,  including  compensation
for such Year the  Exclusive  Agent has duly  elected to defer  pursuant  to the
Company's  deferred  compensation plan, but shall not include prizes and awards,
award tax offsets or  commissions  paid for flood  business and residual  market
business,  including Joint Underwriting  Association,  Assigned Risk,  Facility,
Hawaii Hurricane Relief Fund and California Earthquake Authority business.

2.05      Exclusive  Agent means any person who is an insurance  agent under an
          ----------------
R3001  Exclusive  Agency  Agreement  with  Allstate  or a  Subsidiary  or who is
designated as a "Key Person"  pursuant to an R3001A or R3001B  Exclusive  Agency
Agreement  between a corporation,  a limited  liability company or a partnership
and Allstate or a Subsidiary.

                                      - 2 -
2.06      Maximum  Operating  Earnings  Per Share means the amount of Operating
          ---------------------------------------
Earnings  for a Year  established  by the  Company  as the  level  of  Operating
Earnings Per Share at which the Maximum Company  Contribution shall be made to a
Participant's Shares Account.

2.07      Operating  Earnings  shall  be  derived  from the  audited  financial
          -------------------
statements  of the  Company  prepared  in  accordance  with  generally  accepted
accounting  principles  and is  defined  as Net  Income  (including  catastrophe
losses, but excluding  accounting  changes,  after tax capital gains and losses,
gains and losses from the  disposition of a business and equity in net income of
unconsolidated subsidiaries), but excluding:
         1. the operating results of a segment of a business,  if there has been
         a decision to sell or discontinue  such segment of a business,  as well
         as the impact of any gain or loss  resulting  from decisions to sell or
         discontinue  such  segment  of a  business  (the term "a  segment  of a
         business" refers to a component of an entity whose activities represent
         a separate major line of business or whose  activities  service a class
         of customer,  or to legal entities that are 50% or more owned);
         and
         2. insurance ceded by the Company and its affiliates and payments made
         to any governmental entity or any private entity in order to limit the
         exposure  of the  Company and its  affiliates  to losses  from  natural
         disasters.

2.08      Operating  Earnings Per Share means  Operating  Earnings for the Year
          -----------------------------
divided  by the  weighted  average  number  of shares of  Company  Common  Stock
outstanding,  computed as the basis for primary Earnings Per Share in accordance
with APB (Accounting Principles Board) Opinion No. 15, during the year.

2.09      Participant  means any Exclusive Agent who has elected to participate
          -----------
in the Plan in the manner described in Section 4.

2.10      Plan  means  The Allstate  Corporation  Exclusive  Agent  Independent
          ----
Contractors Stock Bonus Plan.

2.11      Plan Administrator means the Board of Directors of Allstate.
          ------------------

                                      - 3 -
2.12      Recordkeeper  means the entity  appointed  by the Plan  Administrator
          ------------
pursuant  to Section 11 to keep Plan and Shares  Account  records and to perform
other duties as delegated by the Plan Administrator.

2.13      Shares means the Company's common stock, par value $.01.
          ------

2.14      Shares Account means the account established for each  Participant to
          --------------
contain Shares contributed by the Company,  Shares purchased by the Trustee with
Company cash  contributions,  and Shares purchased by the Trustee with dividends
paid on Shares in the Shares Account.

2.15      Subsidiary  means any corporation  which is wholly-owned by Allstate,
          ----------
whether directly or indirectly.

2.16      Target  Operating  Earnings  Per Share  means the amount of Operating
          --------------------------------------
Earnings Per Share for a Year  established  by the Company as the level at which
the Target Company Contribution shall be made to a Participant's Shares Account.

2.17      Target Company Contribution means the lesser of (i) $8,000 or (ii) 3%
          ---------------------------
of the Participant's Compensation for a Year.

2.18      Threshold  Operating Earnings Per Share means the amount of Operating
          ---------------------------------------
Earnings  Per Share for a year  established  by the  Company  as the level at or
below which the Minimum  Company  Contribution  shall be made to a Participant's
Shares Account.

2.19      Trustee means the entity appointed by the Plan Administrator pursuant
          -------
to  Section 11 to act as trustee  with  respect to the Plan and with  respect to
Shares acquired for Participants, to make purchases of Shares on the open market
with Company  Contributions  made in cash and with  dividends  distributed  with
respect to Shares in Shares Accounts,and to perform other duties as delegated by
the Plan Administrator.

2.20      Year means the calendar year.
          ----

Section 3.
         Eligibility Any Exclusive Agent may participate in the Plan; provided,
         -----------                                                  ---------
however, that any  provision of the Plan to the contrary

                                      - 4 -
notwithstanding, no individual who is subject to the reporting requirements and
other limitations of  section 16 of the  Securities  Exchange  Act of 1934 with
respect to equity securities of the Company may participate in the Plan.

Section 4.
         Elections to  Participate  and to Withdraw  Participation  An Exclusive
         ---------------------------------------------------------
Agent may enroll in the Plan by  electing to do so, and by agreeing to be solely
liable for payment of all  Federal,  state and local taxes,  including  taxes on
self-employment  income.  The Plan Administrator or its delegate may provide for
such  elections  pursuant  to a  written  authorization  form  or  by  way  of a
telephonic  voice election  system("VES").  If a VES election is used, a written
confirmation  of  such  VES  election  shall  be  provided  to the  Participant.
Elections  shall be made  during a time  designated  by the Plan  Administrator.
Persons who first become Exclusive Agents during a Year will be supplied with an
election  to  enroll  form  and  permitted  to make an  election  during  a time
designated  on such form. An election to  participate  in the Plan for a Year is
irrevocable,  but the Particepant may elect to withdraw from participation for a
succeeding  Year.  Such  withdrawal  shall not prevent the Exclusive  Agent from
electing to enroll in the Plan for another Year.

Section 5.
         Company  Contribution  As soon as is  practical after the  Company has
         ---------------------
computed  Operating  Earnings Per Share for a Year, the Company shall contribute
to the Trustee on behalf of each  Participant  who is an  Exclusive  Agent as of
December 31 of that Year, Shares of a value, or cash in an amount, equal to:

         (i) 50% of the  Target  Company  Contribution  if the  Company  has not
         exceeded  Threshold  Operating  Earnings  Per  Share for such Year (the
         "Minimum Company Contribution");

         (ii)  100%  of the  Target  Company  Contribution  if the  Company  has
         attained Target Operating Earnings Per Share for such Year;

                                      - 5 -
(iii)  150% of the  Target  Company  Contribution  if the  Company  has
         attained  Maximum  Operating  Earnings  Per  Share  for such  Year (the
         "Maximum Company Contribution").

         If the Company elects to make the Company  Contribution in Shares, each
Share  shall have a value  equal to the mean  between the high and low price per
Share,as is  reported  on the New York Stock  Exchange  Composite  Tape,  on the
business day immediately preceding the date on which the Company Contribution is
made.  If the  Company  elects to make the  Company  Contribution  in cash,  the
Trustee shall purchase Shares for the Participants on the open market as soon as
is  practicable  after the  Custodian's  receipt  of such  cash,  and each Share
purchased shall be valued at the average  purchase price of all Shares purchased
with such cash contribution.

         The  amount of the  Company  Contribution  shall be  increased  ratably
between the Minimum Company  Contribution and the Target Company Contribution to
the extent that Threshold  Operating  Earnings Per Share for a Year are exceeded
but Target Operating Earnings Per Share for such Year are not attained;  and the
amount of the Company Contribution shall be increased ratably between the Target
Company  Contribution  and the Maximum  Company  Contribution to the extent that
Target  Operating  Earnings  Per  Share  for a Year  are  exceeded  but  Maximum
Operating  Earnings Per Share for such Year are not attained.  In no event shall
the Company Contribution for any Year exceed the Maximum Company Contribution.

Section 6.

         Accounts  A  separate  Shares  Account  will be  established  for  each
         --------
Participant by the Recordkeeper  appointed by the Plan Administrator pursuant to
Section 11. The Shares  Account shall contain a record of Shares  contributed by
the Company,  or purchased by the Trustee with cash  contributed  by the Company
and with cash dividends on Shares in the Shares Account.  The Recordkeeper  will
provide  each  Participant  with a  statement  of his  Shares  Account  at least
annually,  which  statement will reflect the value of the  Participant's  Shares
Account as of the last day of the period  reported.  A Participant  shall have a
nonforfeitable  right to all  Shares in his or her  Shares  Account,  subject to
restrictions on transferability and withdrawal set forth in the Plan.

                                      - 6 -
Section 7.

         Dividends  on  Shares  Dividends  with  respect  to  Shares held  in a
         ---------------------
Participant's  Shares  Account will be reinvested by the Trustee in Shares which
the Trustee shall  purchase on the open market as soon as is  practicable  after
receipt of the dividends.  Each Share purchased with dividend  proceeds shall be
valued at the average  purchase price of all Shares  purchased with the proceeds
of such dividend.

Section 8.
         Withdrawals Unless there has occurred a termination of participation as
         -----------
described in Section 9, below,  Shares in a Shares  Account may not be withdrawn
until after the fifth  anniversary of their  contribution  to, or their purchase
for, such account. An election for a withdrawal pursuant to this Section 8 shall
be made on a form supplied by the  Recordkeeper.  The Recordkeeper  shall advise
the  Trustee  of the number of Shares to be  withdrawn,  and the  Trustee  shall
distribute  the  Shares  to the  Participant.  Fractional  Shares  shall  not be
distributed.  In lieu  thereof,  cash in an  amount  equal  to the  value of the
fractional Share shall be distributed.

Section 9.
         Termination  of  Participation   The  Plan  shall  terminate  as  to a
         ------------------------------
Participant  upon the earlier to occur of (i)  termination of the  Participant's
status as an Exclusive  Agent, or (ii) the  Participant's  death, and the Shares
shall be distributed by the Trustee to the  Participant(or  to the Participant's
designated  beneficiary  or to his  estate,  in case  termination  occurs due to
Participant's death) as soon as is practicable after the Trustee receives notice
of such event from the Company.  Prior to making any  distribution,  the Trustee
shall  consult  with the  Recordkeeper  to  verify  the  number of Shares in the
Participant's  Shares Account.  Fractional  Shares shall not be distributed.  In
lieu thereof, cash in an amount equal to the value of the fractional Share shall
be distributed.

                                      - 7 -
Section 10.
         Transferability of Shares Shares in a Participant's Shares Account may
         -------------------------
not be transferred, nor may a Participant's interest in such Shares be assigned.
A Participant may designate a beneficiary or beneficiaries to receive the Shares
in his Shares Account in the event of his death.  Such  beneficiary  designation
may be amended or revoked by the  Participant at any time.  Distribution  by the
Trustee will be made in accordance  with such  designation,  to the extent it is
valid  and  enforceable  under  applicable  law.  If  there  is  no  such  valid
designation of a beneficiary who is surviving upon the death of the Participant,
distribution  of the  Participant's  Shares  shall be made by the Trustee to the
Participant's estate.

Section 11.
         Administration   Allstate's  Board  of  Directors shall  be  the  Plan
         --------------
Administrator  shall have full power to  construe  and  interpret  the Plan,  to
establish  and amend rules for its  administration  and to correct any defect or
omission and to reconcile any  inconsistency  in the Plan to the extent the Plan
Administrator  deems  desirable to carry the Plan into effect.  Any decisions of
the Plan  Administrator  in the  administration  of the Plan  shall be final and
conclusive. The Plan Administrator may delegate all or any part of its authority
to any officer or employee of Allstate or to any  consultant  under  contract to
act as  Recordkeeper or Trustee under the Plan, and may authorize any officer or
employee of Allstate  to execute  and  deliver  documents  on behalf of the Plan
Administrator.  The Plan  Administrator and each officer or employee of Allstate
to whom duties or powers shall be delegated  in  connection  with the Plan shall
incur no  liability  with  respect to any action  taken or omitted to be take in
connection  with the Plan and shall be fully  protected in relying in good faith
upon the advice of counsel,  to the fullest extent  permitted  under  applicable
law.

Section 12.
         Stockholder  Rights  Except for  restrictions  on  transferability and
         -------------------
withdrawal  set  forth  in the  Plan,  Participants  shall  have all  rights  of
beneficial  ownership of shares held in their Shares Accounts,  including voting
rights  attributable to the Shares.  The

                                      - 8 -
Trustee  will  cause to be  mailed to each  Participant  copies of the same
materials  as are sent to other  beneficial  owners of Shares,  with the request
that the Participant give voting instructions with respect to the Shares held in
the Participant's Shares Account.  Participants may also attend any stockholders
meeting and vote Shares in their Shares  Account at such  meeting.  Participants
who wish to attend such meetings  should obtain  written  verification  from the
Trustee of their status as Company stockholders.

Section 13.
         Amendment or  Termination of Plan The Board of Directors of the Company
         ---------------------------------
may at any time amend or terminate the Plan.

Section 14.
         Effect on Status of Participants Neither the adoption of this Plan, its
         --------------------------------
operation,  nor any documents  describing or referring to this Plan (or any part
thereof) shall confer upon any individual,  including any Participant, any right
to continue to sell the  insurance  policies of Allstate or a  Subsidiary  or to
provide  services on behalf of Allstate or a Subsidiary,  or affect any right or
power of Allstate or a Subsidiary  to terminate the agency  relationship  of any
individual,  including any Participant,  at any time with or without assigning a
reason therefor.

Section 15.
         Administration  Expenses  and  Brokerage  Fees  Brokerage  fees for any
         ----------------------------------------------
purchases of Shares with Company  Contributions  made in cash and with  dividend
distributions,  and all  expenses  of  administering  the Plan shall be borne by
Allstate.

Section 16.
         Rules of  Construction  Headings are given to the sections of this Plan
         ----------------------
solely as a convenience  to facilitate  reference.  In the  construction  of the
Plan,  the  masculine  shall include the feminine and the singular the plural in
all cases where such meanings are indicated by the context.

                                      - 9 -
Section 17.
         Governing Law  The Plan shall be construed, administered and enforced
         -------------
in accordance with the laws of the State of Illinois.

Section 18.
         Effective Date The Plan was adopted by the Company's Board of Directors
         --------------
on February 5, 1997, to be effective as of January 1, 1997.

                                     - 10 -
EXHIBIT 5

                                           THE ALLSTATE
                                           CORPORATION

                                           2775 Sanders Road, Suite A8
                                           Northbrook, Illinois  60062-6127
                                           ----------------------------------

                                           Joseph T. Kane
                                           Counsel

                                                              March 14, 1997

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  1,000,000  shares of common  stock,  par value $.01 per
share (the "Common  Stock"),  of The Allstate  Corporation (the "Company") which
may from time to time be offered in  connection  with The  Allstate  Corporation
Exclusive  Agent  Independent  Contractors  Stock Bonus Plan (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 Restated Certificate of Incorporation
of the  Company as  currently  in effect,  (iii) the  By-laws of the  Company as
currently  in effect,  and (iv)  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.

         I  have  assumed  the  legal  capacity  of  all  natural  persons,  the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals, the conformity
to  original  documents  of  all  documents  submitted  to  me as  certified  to
photostatic  copies  and  the  authenticity  of the  originals  of  such  latter
documents.  In making my examination of documents executed by parties other than
the  Company,  I have assumed  that such  parties had the power,  corporate  and
otherwise, to enter into and perform their respective obligations thereunder and
have also assumed the due authorization by all requisite  action,  corporate and
otherwise,  and the execution and delivery by such parties of such documents and
the validity and binding effect thereof. As to any facts material to the opinion
expressed   herein,   I  have  relied  upon  oral  or  written   statements  and
representations of officers and other representatives of the Company and others.

         Based upon and  subject  to the  foregoing,  it is my opinion  that the
shares of Common Stock have been duly  authorized  and, when issued  pursuant to
the Plan, will be validly issued, fully paid and non-assessable.

         I  consent  to the  inclusion  of this  opinion  as an  exhibit  to the
Registration   Statement  referred  to  above  and  to  the  reference  in  such
Registration Statement.

                                                              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
September 30, 1996 and 1995, as indicated in our report dated November 13, 1996;
because  we  did  not  perform  an  audit,  we  expressed  no  opinion  on  that
information.

We are aware that our  report  referred  to above,  which was  included  in your
Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, is being
used in this Registration Statement.

We are also aware that the aforementioned report,  pursuant to Rule 436(c) under
the  Securities  Act of  1933,  is 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.

Chicago, Illinois
March 11, 1997
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.

Chicago, Illinois
March 11, 1997