SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Lees Susan L

(Last)

(First)

(Middle)

C/O THE ALLSTATE CORPORATION

2775 SANDERS ROAD

(Street)

NORTHBROOK

60062-6127

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/07/2012

3. Issuer Name and Ticker or Trading Symbol
ALLSTATE CORP [ ALL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and General Counsel

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,478	I	By 401(k) Plan
Common Stock	2,551	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	02/20/2011	02/20/2017	Common Stock	2,895	$62.24	D
Employee Stock Option (Right to Buy)	02/21/2010	02/21/2016	Common Stock	3,038	$53.84	D
Employee Stock Option (Right to Buy)	⁽¹⁾	02/21/2022	Common Stock	10,552	$31.56	D
Employee Stock Option (Right to Buy)	02/22/2009	02/22/2015	Common Stock	2,526	$52.57	D
Employee Stock Option (Right to Buy)	⁽²⁾	02/22/2020	Common Stock	17,187	$31.41	D
Employee Stock Option (Right to Buy)	⁽³⁾	02/22/2021	Common Stock	7,257	$31.74	D
Employee Stock Option (Right to Buy)	02/26/2012	02/26/2018	Common Stock	5,111	$48.82	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	02/27/2019	Common Stock	22,337	$16.83	D
Employee Stock Option (Right to Buy)	02/06/2008	02/06/2014	Common Stock	3,106	$45.96	D
Employee Stock Option (Right to Buy)	02/07/2007	02/07/2013	Common Stock	767	$31.78	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	8,696	⁽⁵⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	903	⁽⁶⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	6,571	⁽⁷⁾	D
Restricted Stock Units	02/27/2013	02/27/2013	Common Stock	3,931	⁽⁸⁾	D

Explanation of Responses:

1. Stock option award granted on February 21, 2012 for 10,552 shares of common stock vesting in 3 increments. 50% vesting on February 21, 2014, 25% vesting on February 21, 2015, and the remaining 25% vesting on February 21, 2016.

2. Stock option award granted on February 22, 2010 for 17,187 shares of common stock vesting in 3 increments. 50% vested on February 22, 2012. The remaining increments will vest 25% on February 22, 2013 and 25% on February 22, 2014.

3. Stock option award granted on February 22, 2011 for 7,257 shares of common stock vesting in 3 increments. 50% vesting on February 22, 2013, 25% vesting on February 22, 2014, and the remaining 25% vesting on February 22, 2015.

4. Stock option award granted on February 27, 2009 for 22,337 shares of common stock vesting in 4 annual increments with the remaining 25% increment vesting on February 27, 2013.

5. Award of Restricted Stock Units (RSUs) granted on February 21, 2012 under The Allstate Corporation 2009 Equity Incentive Plan. Each RSU represents the right to receive, without the payment of any consideration, one share of Allstate common stock on the day following the last day of the period of restriction (the conversion date). 50% of the total number of RSUs will convert on February 21, 2014, 25% will convert on February 21, 2015, and the remaining 25% will convert on February 21, 2016.

6. Award of Restricted Stock Units (RSUs) granted on February 22, 2010 under The Allstate Corporation 2009 Equity Incentive Plan. Each RSU represents the right to receive, without the payment of any consideration, one share of Allstate common stock on the day following the last day of the period of restriction (the conversion date). 50% of the total number of RSUs converted on February 22, 2012, 25% will convert on February 22, 2013, and the remaining 25% will convert on February 22, 2014.

7. Award of Restricted Stock Units (RSUs) granted February 22, 2011 under The Allstate Corporation 2009 Equity Incentive Plan. Each RSU represents the right to receive, without the payment of any consideration, one share of Allstate common stock on the day following the last day of the period of restriction (the conversion date). 50% of the total number of RSUs will convert on February 22, 2013, 25% will convert on February 22, 2014, and the remaining 25% will convert on February 22, 2015.

8. Award of Restricted Stock Units (RSUs) granted on February 27, 2009 under The Allstate Corporation Amended and Restated 2001 Equity Incentive Plan. Each RSU represents the right to receive, without the payment of any consideration, one share of Allstate common stock on the day following the last day of the period of restriction (the conversion date). The total number of RSUs will convert on February 27, 2013.

	/s/ Lisette Willemsen, attorney-in-fact for Ms. Lees	06/13/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.