Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  BAILEY DONALD
2. Date of Event Requiring Statement (Month/Day/Year)
10/06/2011
3. Issuer Name and Ticker or Trading Symbol
ALLSTATE CORP [ALL]
(Last)
(First)
(Middle)
TEN TRINITY SQUARE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
EVP Allstate Insurance Company
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LONDON, X0 EC3P 3AX
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (1) 01/03/2021 Common Stock 82,559 $ 32.23 D  
Employee Stock Option (Right to Buy)   (2) 02/22/2021 Common Stock 86,508 $ 31.74 D  
Restricted Stock Units   (3)   (3) Common Stock 12,411 $ 0 D  
Restricted Stock Units   (4)   (4) Common Stock 14,060 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAILEY DONALD
TEN TRINITY SQUARE
LONDON, X0 EC3P 3AX
      EVP Allstate Insurance Company

Signatures

Lisette Willemsen, attorney-in-fact for Mr. Bailey 10/17/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Option exercisable in three increments with 50% vesting on January 3, 2013, 25% vesting on January 3, 2014, and the remaining 25% vesting on January 3, 2015.
(2) Option exercisable in three increments with 50% vesting on February 22, 2013, 25% vesting on February 22, 2014, and the remaining 25% vesting on February 22, 2015.
(3) Restricted Stock Units (RSUs) granted 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). The period of restriction began on January 3, 2011, with 50% of the total number of RSUs converting on January 3, 2013, 25% converting on January 3, 2014, and the remaining 25% converting on January 3, 2015.
(4) Restricted Stock Units (RSUs) granted 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). The period of restriction began on February 22, 2011, with 50% of the total number of RSUs converting on February 22, 2013, 25% converting on February 22, 2014, and the remaining 25% converting on February 22, 2015.

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