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