SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.
                              ---------------------


                                   FORM 8-K/A
                               Amendment No. 1 to

                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15 (d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934


          Date of report (Date of earliest event reported) May 19, 1998



                            The Allstate Corporation
               (Exact Name of Registrant as Specified in Charter)




Delaware                           1-11840                        36-3871531
(State or Other                   (Comission                     IRS Employer
Jurisdiction of                   File Number)                   Identification
Incorporation)                                                   Number)


Allstate Plaza, Northbrook, Illinois       60062
(Address of Principal Executive Offices)   (Zip Code)


Registrant's telephone number, including area code (847) 402-6075





                                   Page 1 of 3

Item 5. Other Events On May 19, 1998 the Registrant's Board of Directors adopted resolutions to effect a 2-for-1 split (the "Stock Split") of the Registrant's Common Stock, $0.01 par value (the "Common Stock"), in the form of a stock dividend. The additional shares of Common Stock are distributable July 1, 1998 to stockholders of record at the close of business on May 29, 1998. In accordance with Rule 416 of the Commission's rules under the Securities Act of 1933 and the Commission staff's telephone interpretations manual, Registrant hereby adjusts the number of shares of Common Stock registered with the Commission on Form S-8 under The Allstate Corporation Equity Incentive Plan (Reg. Nos. 33-93762 and 33-77928), The Savings and Profit Sharing Fund of Allstate Employees (Reg. Nos. 333-40289 and 33-93758), The Allstate Corporation Employees Replacement Stock Plan (Reg. No. 33-93760), The Allstate Corporation Exclusive Agent Independent Contractors Stock Bonus Plan (Reg. No 333-23309), and The Allstate Corporation Equity Incentive Plan for Non-Employee Directors (Reg. No. 333-04919). Registrant also adjusts the number of shares registered with the Commission on Form S-3 (Reg. No. 333-34583) for issuance to transferees of options granted under the Registrant's Equity Incentive Plan, Employees Replacement Stock Plan and Equity Incentive Plan for Non-Employee Directors. Registrant reflects below the additional number of shares registered under each registration statement as a result of the Stock Split, and the total of shares registered. Additional Shares Total Shares Reg. No. Shares Registered Registered Per Stock Split Registered - -------- ----------------- -------------------------- ---------- 33-93762 11,000,000 11,000,000 22,000,000 33-77928 9,000,000 9,000,000 18,000,000 333-40289 5,000,000 5,000,000 10,000,000 33-93758 10,000,000 10,000,000 20,000,000 33-93760 2,000,000 2,000,000 4,000,000 333-34583 2,000,000 2,000,000 4,000,000 333-23309 1,000,000 1,000,000 2,000,000 333-04919 300,000 300,000 600,000 Page 2 of 3

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 on Form 8K/A to its Current Report to be signed on its behalf by the undersigned, thereunto duly authorized. THE ALLSTATE CORPORATION By /s/Robert W. Pike Name: Robert W. Pike Title: Vice President, Secretary and General Counsel June 4, 1999 Page 3 of 3