As filed with the Securities and Exchange Commission on November 14, 1997
                           Registration No. 33-99132


                       Securities and Exchange Commission

                             Washington, D.C. 20549

                                  ------------


                   POST-EFFECTIVE AMENDMENT NO. 1 TO 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.)


                                 Allstate Plaza
                           Northbrook, Illinois 60062
              (Address and Zip Code of principal executive office)

                                  -------------
     THE ALLSTATE CORPORATION DEFERRED COMPENSATION PLAN FOR EMPLOYEE AGENTS

                            (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)

                                 ---------------
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

<S>                         <C>                 <C>                     <C>                     <C>
                                                  Proposed maximum        Proposed Maximum
                             Amount to be        Offering Price Per      Aggregate Offering          Amount of
 Titles of Securities         Registered             Obligation                Price             Registration Fee
 ====================        ============        ==================      ==================      ================
 Deferred Compensation
    Obligations(1)
                            $40,000,000(2)              100%               $40,000,000(2)          $12,000.00(3)
 =====================      ==============       ==================      ==================      ================
<FN>
(1) The Deferred  Compensation  Obligations  are  unsecured  obligations  of The
Allstate  Corporation to pay deferred  compensation  in the future in accordance
with the terms of the Allstate Corporation Deferred Compensation Plan.

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

(3) Calculated pursuant to Rule 457(h).  Thirty million dollars ($30,000,000) of
Deferred  Compensation  Obligations  were  registered  under  this  registration
statement on November 8, 1995 and a registration fee was paid at that time. This
post-effective   amendment  registers  an  additional  $40,000,000  of  Deferred
Compensation  Obligations,  and the  amount  of the  registration  fee has  been
computed with respect to the  additional  $40,000,000  of Deferred  Compensation
Obligations.
</FN>
</TABLE>

<PAGE>


                           INCORPORATION BY REFERENCE


         The contents of the Registrant's Form S-8 registration  statement filed
on  November 8, 1995,  Registration  No.  33-99132  are  incorporated  herein by
reference.


                                       2

<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 this  post-effective  amendment on Form S-8 and has duly
caused this post-effective  amendment to its Registration Statement to be signed
on its behalf by the  undersigned,  thereunto duly  authorized,  in Cook County,
State of Illinois, on November 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 Directors,       November 11, 1997
------------------                       and Chief Executive Officer
Jerry D. Choate                          (Principal Executive Officer)
                                         

/s/Thomas J. Wilson                      Vice President and Chief Financial Officer          November 11, 1997
-------------------                      
Thomas J. Wilson                         (Principal Financial Officer)


                                       3

<PAGE>
<S>                                      <C>                                                 <C>
/s/Samuel H. Pilch                       Controller (Principal Accounting Officer)           November 11, 1997
------------------
Samuel H. Pilch


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


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


/s/Edward A. Brennan                     Director                                            November 11, 1997
--------------------
Edward A. Brennan


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


/s/Christopher F. Edley                  Director                                            November 11, 1997
-----------------------
Christopher F. Edley


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

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


/s/Mary Alice Taylor                     Director                                            November 11, 1997
--------------------
Mary Alice Taylor
</TABLE>


                                       4

<PAGE>


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

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

    5             Opinion of Joseph T. Kane.

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

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

   23(b)          Consent of Deloitte & Touche LLP.




                                      E-1


<PAGE>



                                                                   Exhibit 5

                               THE ALLSTATE CORPORATION


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

                               Joseph T. Kane
                               Counsel




                                          November 14, 1997





The Allstate Corporation
Allstate Plaza
Northbrook, IL  60062

Ladies and Gentlemen:

         A  post-effective  amendment to Registration  Statement No. 33-99132 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 an additional
$40,000,000 of Deferred Compensation  Obligations (additional to the $30,000,000
of Deferred Compensation Obligations registered on November 8, 1995, pursuant to
the Registration Statement) which represent unsecured obligations of the Company
to pay deferred  compensation  in the future in accordance with the terms of The
Allstate  Corporation  Deferred  Compensation  Plan  for  Employee  Agents  (the
"Plan").  This opinion is delivered in accordance with the  requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended.

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

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

<PAGE>

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

                                                     Very truly yours,

                                                     /s/Joseph T. Kane
                                                     -----------------
                                                     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  subsidiaries for the periods ended
March 31, 1997 and 1996, June 30, 1997 and 1996 and September 30, 1997 and 1996,
as indicated in our reports dated May 14, 1997, August 13, 1997 and November 13,
1997, respectively; because we did not perform an audit, we expressed no opinion
on that information.

We are aware that our  reports  referred to above,  which were  included in your
Quarterly  Reports on Form 10-Q for the quarters ended March 31, 1997,  June 30,
1997 and September 30, 1997, are being used in this Registration Statement.

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



Deloitte & Touche LLP

Chicago, Illinois
November 13, 1997


<PAGE>


                                                                 EXHIBIT 23(b)







                          INDEPENDENT AUDITORS' CONSENT


We consent to the  incorporation by reference in this  Post-Effective  Amendment
No. 1 to Registration Statement No. 33-99132 of The Allstate Corporation on Form
S-8 of our reports dated  February 21, 1997,  appearing in and  incorporated  by
reference in the Annual Report on Form 10-K of The Allstate  Corporation for the
year ended December 31, 1996.



Deloitte & Touche LLP

Chicago, Illinois
November 13, 1997
[{"type": "S-8", "sequence": "1", "description": "THE ALLSTATE CORPORATION", "secsgml_size_bytes": 13923}]
{"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": "333-40283", "film-number": "97721577"}, "business-address": {"street1": "2775 SANDERS ROAD", "city": "NORTHBROOK", "state": "IL", "zip": "60062", "phone": "7084026075"}, "mail-address": {"street1": "2775 SANDERS ROAD", "city": "NORTHBROOK", "state": "IL", "zip": "60062"}}
As filed with the Securities and Exchange Commission on November 14, 1997
                           Registration No. 33-99132

                       Securities and Exchange Commission

                             Washington, D.C. 20549

                                  ------------

                   POST-EFFECTIVE AMENDMENT NO. 1 TO 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.)

                                 Allstate Plaza
                           Northbrook, Illinois 60062
              (Address and Zip Code of principal executive office)

                                  -------------
     THE ALLSTATE CORPORATION DEFERRED COMPENSATION PLAN FOR EMPLOYEE AGENTS

                            (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)

                                 ---------------
CALCULATION OF REGISTRATION FEE
Proposed maximum        Proposed Maximum
                             Amount to be        Offering Price Per      Aggregate Offering          Amount of
 Titles of Securities         Registered             Obligation                Price             Registration Fee
 ====================        ============        ==================      ==================      ================
 Deferred Compensation
    Obligations(1)
                            $40,000,000(2)              100%               $40,000,000(2)          $12,000.00(3)
 =====================      ==============       ==================      ==================      ================
(1) The Deferred  Compensation  Obligations  are  unsecured  obligations  of The
Allstate  Corporation to pay deferred  compensation  in the future in accordance
with the terms of the Allstate Corporation Deferred Compensation Plan.

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

(3) Calculated pursuant to Rule 457(h).  Thirty million dollars ($30,000,000) of
Deferred  Compensation  Obligations  were  registered  under  this  registration
statement on November 8, 1995 and a registration fee was paid at that time. This
post-effective   amendment  registers  an  additional  $40,000,000  of  Deferred
Compensation  Obligations,  and the  amount  of the  registration  fee has  been
computed with respect to the  additional  $40,000,000  of Deferred  Compensation
Obligations.
INCORPORATION BY REFERENCE

         The contents of the Registrant's Form S-8 registration  statement filed
on  November 8, 1995,  Registration  No.  33-99132  are  incorporated  herein by
reference.

                                       2
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 this  post-effective  amendment on Form S-8 and has duly
caused this post-effective  amendment to its Registration Statement to be signed
on its behalf by the  undersigned,  thereunto duly  authorized,  in Cook County,
State of Illinois, on November 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 Directors,       November 11, 1997
------------------                       and Chief Executive Officer
Jerry D. Choate                          (Principal Executive Officer)
                                         

/s/Thomas J. Wilson                      Vice President and Chief Financial Officer          November 11, 1997
-------------------                      
Thomas J. Wilson                         (Principal Financial Officer)

                                       3
/s/Samuel H. Pilch                       Controller (Principal Accounting Officer)           November 11, 1997
------------------
Samuel H. Pilch

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

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

/s/Edward A. Brennan                     Director                                            November 11, 1997
--------------------
Edward A. Brennan

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

/s/Christopher F. Edley                  Director                                            November 11, 1997
-----------------------
Christopher F. Edley

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

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

/s/Mary Alice Taylor                     Director                                            November 11, 1997
--------------------
Mary Alice Taylor
4
Exhibit                             EXHIBIT INDEX                 Sequentially
Number                                                           Numbered Page
------------------------------------------------------------------------------

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

    5             Opinion of Joseph T. Kane.

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

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

   23(b)          Consent of Deloitte & Touche LLP.

                                      E-1
Exhibit 5

                               THE ALLSTATE CORPORATION

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

                               Joseph T. Kane
                               Counsel

                                          November 14, 1997

The Allstate Corporation
Allstate Plaza
Northbrook, IL  60062

Ladies and Gentlemen:

         A  post-effective  amendment to Registration  Statement No. 33-99132 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 an additional
$40,000,000 of Deferred Compensation  Obligations (additional to the $30,000,000
of Deferred Compensation Obligations registered on November 8, 1995, pursuant to
the Registration Statement) which represent unsecured obligations of the Company
to pay deferred  compensation  in the future in accordance with the terms of The
Allstate  Corporation  Deferred  Compensation  Plan  for  Employee  Agents  (the
"Plan").  This opinion is delivered in accordance with the  requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended.

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

         Based upon the foregoing, I advise you that, in my opinion, when issued
in  accordance  with the  provisions  of the  Plan,  the  Deferred  Compensation
Obligations will be valid and binding obligations of the Company, enforceable in
accordance  with their terms,  except as  enforcement  thereof may be limited by
bankruptcy,  insolvency  or other laws of general  applicability  relating to or
affecting enforcement of creditors' rights or by general equity principles.
I  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration  Statement  and to the use of my  name  wherever  appearing  in the
Registration Statement and any amendment thereto.

                                                     Very truly yours,

                                                     /s/Joseph T. Kane
                                                     -----------------
                                                     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  subsidiaries for the periods ended
March 31, 1997 and 1996, June 30, 1997 and 1996 and September 30, 1997 and 1996,
as indicated in our reports dated May 14, 1997, August 13, 1997 and November 13,
1997, respectively; because we did not perform an audit, we expressed no opinion
on that information.

We are aware that our  reports  referred to above,  which were  included in your
Quarterly  Reports on Form 10-Q for the quarters ended March 31, 1997,  June 30,
1997 and September 30, 1997, are being used in this Registration Statement.

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

Deloitte & Touche LLP

Chicago, Illinois
November 13, 1997
EXHIBIT 23(b)

                          INDEPENDENT AUDITORS' CONSENT

We consent to the  incorporation by reference in this  Post-Effective  Amendment
No. 1 to Registration Statement No. 33-99132 of The Allstate Corporation on Form
S-8 of our reports dated  February 21, 1997,  appearing in and  incorporated  by
reference in the Annual Report on Form 10-K of The Allstate  Corporation for the
year ended December 31, 1996.

Deloitte & Touche LLP

Chicago, Illinois
November 13, 1997