ALLSTATE CORP
10-Q, 1996-05-14
SURETY INSURANCE
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                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                  FORM 10-Q

           /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934
                FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996

                                      OR

           / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

                        Commission file number 1-11840


                           THE ALLSTATE CORPORATION
            (Exact name of registrant as specified in its charter)

                             Delaware 36-3871531
        (State of Incorporation) (I.R.S. Employer Identification No.)

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


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 847/402-5000

 REGISTRANT HAS FILED ALL REPORTS REQUIRED TO BE FILED BYSECTION 13 OR 15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS, AND
    (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.

                                  YES /X/ NO


                  AS OF APRIL  30,  1996,  THE  REGISTRANT  HAD 446,223,256
            COMMON SHARES, $.01 PAR VALUE, OUTSTANDING.



<PAGE>


                           THE ALLSTATE CORPORATION
                    INDEX TO QUARTERLY REPORT ON FORM 10-Q
                                MARCH 31, 1996




PART 1  - FINANCIAL INFORMATION                                    PAGE


Item 1.   Financial Statements.

          Condensed Consolidated Statements of Operations
          for the Three Months Ended March 31, 1996
          and 1995 (unaudited).                                       1

          Condensed Consolidated Statements of Financial  
          Position as of March 31, 1996 (unaudited) and 
          December 31, 1995.                                          2

          Condensed Consolidated Statements of Cash Flows
          for the Three Months Ended March 31, 1996
          and 1995 (unaudited).                                       3

          Notes to Condensed Consolidated Financial
          Statements (unaudited).                                     4

          Independent Certified Public Accountants'
          Review Report.                                              7

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations.              8


PART II - OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K.                          21


<PAGE>



                                     -1-                         

                        PART I. FINANCIAL INFORMATION

                         ITEM 1. FINANCIAL STATEMENTS

                   THE ALLSTATE CORPORATION AND SUBSIDIARY
<TABLE>
<CAPTION>

               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS





                                                                                              Three Months Ended
                                                                                                   March 31,
                                                                                        -------------------------------
                                                                                            1996             1995
                                                                                        --------------   --------------
                                                                                                 (Unaudited)
 ($ in millions except per share data)
<S>                                                                                             <C>              <C>  
Revenues

    Property-liability insurance premiums earned                                                4,544            4,227
    Life insurance premium income and contract charges                                            308              394
    Net investment income                                                                         935              866
    Realized capital gains and losses                                                             116               86
                                                                                                ------           ------
                                                                                                5,903            5,573
                                                                                                ------           ------

Costs and expenses
    Property-liability insurance claims and claims expense                                      3,687            3,204
    Life insurance policy benefits                                                                550              640
    Amortization of deferred policy acquisition costs                                             564              505
    Operating costs and expenses                                                                  558              547
    Interest expense                                                                               23               15
                                                                                                ------           ------
                                                                                                5,382            4,911
                                                                                                ------           ------

Income from  operations before income tax
    expense and equity in net income
    of  unconsolidated subsidiary                                                                 521              662

Income tax expense                                                                                103              150
                                                                                                ------           ------

Income before equity in net income of
  unconsolidated subsidiary                                                                       418              512

Equity in net income of unconsolidated subsidiary                                                   6               30
                                                                                                ------           ------

Net income                                                                                        424              542
                                                                                                ======           ======

Net Income per share                                                                                0.94             1.21
                                                                                                ======           ======

Weighted average common and common
    equivalent shares outstanding                                                                 449.8            449.2
                                                                                                ======           ======
<FN>
See  notes  to  condensed  consolidated  financial statements.
</FN>
</TABLE>

<PAGE>

                                     -2-

                   THE ALLSTATE CORPORATION AND SUBSIDIARY
<TABLE>
<CAPTION>

               CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION




                                                                                                   March 31,      December 31,
($ in millions)                                                                                      1996             1995
                                                                                                  (Unaudited)
<S>                                                                                                <C>            <C>  
Assets
Investments

    Fixed income securities available for sale, at fair value
       (amortized  cost $42,326 and $41,907)                                                       44,029         45,272
    Equity securities, at fair value (cost $4,604 and $4,716)                                       6,165          6,150
    Mortgage loans                                                                                  3,268          3,280
    Real estate                                                                                       774            786
    Short-term                                                                                      1,261            548
    Other                                                                                             476            469
                                                                                                   ------         ------
       Total investments                                                                           55,973         56,505

Premium installment receivables, net                                                                2,940          2,935
Deferred policy acquisition costs                                                                   2,200          2,004
Reinsurance recoverables, net                                                                       1,818          1,829
Property and equipment, net                                                                           720            724
Accrued investment income                                                                             771            750
Deferred income taxes                                                                                 609            229
Cash                                                                                                   43             90
Other assets                                                                                        1,074          1,154
Separate Accounts                                                                                   4,251          3,809
                                                                                                   ------         ------
       Total assets                                                                                70,399         70,029
                                                                                                   ======         ======

Liabilities
Reserve for property-liability insurance
    claims and claims expense                                                                      18,001         17,687
Reserve for life insurance policy benefits                                                          5,865          6,071
Contractholder funds                                                                               19,384         19,146
Unearned premiums                                                                                   6,134          6,188
Claim payments outstanding                                                                            601            568
Other liabilities and accrued expenses                                                              2,604          2,663
Short-term debt                                                                                       112              0
Long-term debt                                                                                      1,228          1,228
Separate Accounts                                                                                   4,240          3,798
                                                                                                   ------         ------
       Total liabilities                                                                           58,169         57,349
                                                                                                   ------         ------

Commitments and Contingent Liabilities (Notes 2 and 4)

Shareholders' equity
Preferred stock, $1 par value, 25 million
    shares authorized, none issued                                                                      0              0
Common stock, $.01 par value, 1 billion shares
    authorized and 450 million issued, 446.7 million
    and 447.5 miilion shares outstanding.                                                               5              5
Additional capital paid-in                                                                          3,134          3,134
Unrealized net capital gains                                                                        1,888          2,636
Unrealized foreign currency translation adjustments                                                    20             20
Retained income                                                                                     7,590          7,261
Deferred ESOP expense                                                                                (300)          (300)
Treasury stock, at cost (3.2 million and 2.5 million shares)                                         (107)           (76)
                                                                                                   -------        -------
       Total shareholders' equity                                                                  12,230         12,680
                                                                                                   -------        -------
       Total liabilities and shareholders' equity                                                  70,399         70,029
                                                                                                   =======        =======           


<FN>
See   notes   to   condensed   consolidated financial statements.
</FN>
</TABLE>

<PAGE>

                                     -3-

                   THE ALLSTATE CORPORATION AND SUBSIDIARY

<TABLE>
<CAPTION>

               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                              Three Months Ended
                                                                                                   March 31,
                                                                                              ------------------
($ in millions)                                                                               1996          1995
                                                                                             (Unaudited)
<S>                                                                                                   <C>            <C>
Cash flows from operating activities
      Net income                                                                                      424            542
      Adjustments to reconcile net income to
         net cash provided by operating activities
          Depreciation, amortization and other non-cash items                                          (8)             0
          Realized capital gains and losses                                                          (116)           (86)
          Interest credited to contractholder funds                                                   304            286
          Increase in policy benefit and other insurance reserves                                     233            117
          Change in unearned premiums                                                                 (54)            10
          Increase in deferred policy acquisition costs                                               (60)           (75)
          Increase in premium installment receivables, net                                             (5)          (261)
          Change in reinsurance recoverables, net                                                      11            (11)
          Change in deferred income taxes                                                              21            (44)
          Changes in other operating assets and liabilities                                           272            131
                                                                                                    ------          -----
             Net cash provided by operating activities                                              1,022            609
                                                                                                    ------          -----

Cash flows from investing activities
      Proceeds from sales
          Fixed income securities available for sale                                                2,265          1,278
          Fixed income securities held to maturity                                                      0              9
          Equity securities                                                                           807            768
      Investment collections
          Fixed income securities available for sale                                                  757            435
          Fixed income securities held to maturity                                                      0            201
          Mortgage loans                                                                               74             41
      Investment purchases
          Fixed income securities available for sale                                               (3,651)        (2,460)
          Fixed income securities held to maturity                                                      0           (122)
          Equity securities                                                                          (565)          (741)
          Mortgage loans                                                                              (66)           (65)
      Change in short-term investments, net                                                          (713)           230
      Change in other investments, net                                                                  4             27
      Purchases of property and equipment, net                                                        (32)           (31)
                                                                                                   -------        -------    
          Net cash used in investing activities                                                    (1,120)          (430)
                                                                                                   -------        -------

Cash flows from financing activities
      Proceeds from issuance of short-term debt, net                                                  112              0
      Contractholder fund deposits                                                                    834            986
      Contractholder fund withdrawals                                                                (769)        (1,072)
      Dividends paid                                                                                  (95)           (88)
      Change in treasury stock, net                                                                   (31)            (8)
                                                                                                   -------        -------
          Net cash provided (used) by financing activities                                             51           (182)
                                                                                                   -------        -------

Net decrease in cash                                                                                  (47)            (3)
Cash at beginning of period                                                                            90             56
                                                                                                   --------       -------
Cash at end of period                                                                                  43             53
                                                                                                   ========       =======   



<FN>
See   notes   to   condensed    consolidated   financial statements.
</FN>
</TABLE>

<PAGE>

                                      4

                      THE ALLSTATE CORPORATION AND SUBSIDIARY
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

 1. BASIS OF PRESENTATION

    The accompanying  condensed  consolidated  financial  statements include the
accounts of The Allstate  Corporation and its wholly owned subsidiary,  Allstate
Insurance Company ("AIC"), a  property-liability  insurance company with various
property-liability  and life  insurance  subsidiaries,  including  Allstate Life
Insurance Company (collectively referred to as the "Company" or "Allstate").

    The condensed  consolidated  financial  statements and notes as of March 31,
1996  and for the  three-month  periods  ended  March  31,  1996  and  1995  are
unaudited.   The  condensed   consolidated   financial  statements  reflect  all
adjustments  (consisting  only of normal  recurring  accruals) which are, in the
opinion of  management,  necessary  for the fair  presentation  of the financial
position,  results of operations and cash flows for the interim  periods.  These
condensed  consolidated  financial  statements  and  notes  should  be  read  in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included in The Allstate  Corporation  Annual Report to Shareholders  and Annual
Report on Form 10-K for 1995. The results of operations for the interim  periods
should not be considered indicative of results to be expected for the full year.


2.  RESERVE FOR PROPERTY-LIABILITY INSURANCE CLAIMS AND CLAIMS EXPENSE

    The Company  establishes  reserves for claims and claims expense on reported
and unreported  claims of insured losses.  These reserve  estimates are based on
known  facts  and  interpretation  of  circumstances,  including  the  Company's
experience  with similar cases and  historical  trends  involving  claim payment
patterns,  loss  payments,  pending  levels of unpaid  claims,  product mix, and
uncollectible  reinsurance  balances,  as well as other factors  including court
decisions, economic conditions and public attitudes.

    The   establishment  of  appropriate   reserves,   including   reserves  for
catastrophes, is an inherently uncertain process. Allstate regularly updates its
reserve  estimates as new facts become known and further  events occur which may
impact the  resolution  of  unsettled  claims.  Changes  in prior  year  reserve
estimates,  which may be material, are reflected in the results of operations in
the period such changes are determined to be needed.

    Catastrophes  are  an  inherent  risk  of the  property-liability  insurance
business which have  contributed,  and will continue to contribute,  to material
year-to-year  fluctuations in the Company's  results of operations and financial
position.  The level of  catastrophe  losses  experienced  in any year cannot be
predicted  and could be  material  to the results of  operations  and  financial
position.  The Company has experienced two severe  catastrophes in the last five
years resulting in losses of $2.33 billion  relating to Hurricane Andrew (net of
reinsurance)  and $1.72  billion  relating  to the  Northridge  earthquake.  The
Company is exposed to similar or greater catastrophes in the future.

    Reserves for environmental and asbestos claims are comprised of reserves for
reported  claims,  incurred  but  not  reported  claims  and  related  expenses.
Establishing reserves for these types of losses is subject to uncertainties that
are  greater  than  those  presented  by  other  types  of  claims.   Among  the

<PAGE>

                                      5

complications   are  the  lack  of  historical  data,  long  reporting   delays,
uncertainty as to the number and identity of insureds with  potential  exposure,
unresolved legal issues regarding policy coverage,  and the extent and timing of
any such contractual liability.  Management believes these issues are not likely
to be resolved in the near future.

    In 1986,  the general  liability  policy form used by Allstate and others in
the property-liability  industry was amended to introduce an "absolute pollution
exclusion," which excluded coverage for environmental damage claims and added an
asbestos exclusion. Most general liability policies issued prior to 1986 contain
annual aggregate  limits for products  liability  coverage,  and policies issued
after 1986 also have an annual  aggregate limit as to all coverages.  Allstate's
experience  to date is that these policy form changes have  effectively  limited
its  exposure to  environmental  and asbestos  claims  risks  assumed as well as
primary commercial  coverages written subsequent to 1986.  Allstate's  reserves,
net of reinsurance  recoverables  of $640 million and $647 million,  for 
environmental and asbestos claims were $1.04 million and $1.02 billion at March 
31, 1996 and December 31, 1995, respectively.

    Management believes its reserves for environmental and asbestos coverage are
appropriately  established  based  on  available  facts,  technology,  laws  and
regulations.  However,  due to the  inconsistencies of court coverage decisions,
plaintiffs'  expanded  theories  of  liability,  the  risks  inherent  in  major
litigation and other  uncertainties,  the ultimate cost of these claims may vary
materially from the amounts currently recorded,  resulting in an increase in the
loss reserves. Due to the uncertainties and factors described above,  management
believes  it is not  practicable  to  develop  a  meaningful  range for any such
additional reserves that may be required.

The Company is aware of developing  databases  which may be useful in estimating
environmental liabilities. Allstate is evaluating whether this information could
enhance its current analysis of these exposures.


3.  REINSURANCE

    Property-liability  insurance premiums and life insurance premium income and
contract charges are net of reinsurance ceded as follows:
<TABLE>
<CAPTION>

                                                                          Three
                                                                       Months Ended
                                                                        March 31,
($ in millions)
                                                                         1996      1995

<S>                                                                     <C>         <C> 
Property-liability premiums.......................................      $138        $125

Life insurance premium income and contract charges................        13          13

</TABLE>

<PAGE>


                                      6

    Property-liability  insurance  claims and claims  expense and life insurance
policy benefits are net of reinsurance recoveries as follows:
<TABLE>
<CAPTION>


                                                                          Three
                                                                       Months Ended
                                                                        March 31,
($ in millions)
                                                                         1996      1995

<S>                                                                      <C>         <C>
Property-liability premiums claims and claims expense.............       $96         $81

Life insurance policy benefits................................            18          13
</TABLE>


4.  REGULATION AND LEGAL PROCEEDINGS

    The Company's insurance  businesses are subject to the effects of a changing
social, economic and regulatory  environment.  Public and regulatory initiatives
have varied and have included  efforts to restrict  premium rates,  restrict the
Company's ability to cancel policies,  impose underwriting  standards and expand
overall regulation.  The ultimate changes and eventual effects, if any, of these
initiatives are uncertain.

    Various  legal and  regulatory  actions are  currently  pending that involve
Allstate  and  specific  aspects of its conduct of  business.  In the opinion of
management,  the ultimate liability,  if any, in one or more of these actions in
excess of amounts  currently  reserved is not expected to have a material effect
on results of operations, liquidity or capital resources.

<PAGE>

                                      7

INDEPENDENT ACCOUNTANTS' REVIEW REPORT


To the Board of Directors and Shareholders of
The Allstate Corporation:


We have reviewed the accompanying  condensed consolidated statement of financial
position of The Allstate  Corporation  and  subsidiary as of March 31, 1996, and
the related condensed consolidated statements of operations and cash flows for 
the three-month periods ended March 31, 1996 and 1995. These financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to such condensed  consolidated  financial  statements for them to be in
conformity with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the  consolidated  statement of  financial  position of The Allstate
Corporation and subsidiary as of December 31, 1995, and the related consolidated
statements of operations, shareholders' equity, and cash flows for the year then
ended, not presented  herein. In our report dated March 1, 1996, we expressed an
unqualified opinion on those consolidated financial statements.  In our opinion,
the information set forth in the accompanying  condensed  consolidated statement
of financial  position as of December 31, 1995 is fairly stated, in all material
respects,  in relation to the consolidated  statement of financial position from
which it has been derived.




Deloitte & Touche LLP

Chicago, Illinois
May 13, 1996


<PAGE>

                                      8


ITEM  2:  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  
          AND  RESULTS  OF OPERATIONS FOR THE THREE-MONTH PERIODS ENDED 
          MARCH 31, 1996 AND 1995

    The following discussion highlights  significant factors influencing results
of operations and changes in financial position of The Allstate Corporation (the
"Company" or  "Allstate").  It should be read in conjunction  with the condensed
consolidated  financial  statements and notes thereto found under Part I. Item 1
along  with the  discussion  and  analysis  found  under  Part 2.  Item 7 of The
Allstate Corporation Annual Report on Form 10-K.


CONSOLIDATED OPERATIONS

    Consolidated  revenues for the first quarter of 1996  increased 5.9% to $5.9
billion  from $5.57  billion  for the same period  last year  reflecting  a $317
million increase in property-liability insurance premiums earned, an $86 million
decrease in life insurance  premium income and contract  charges,  a $69 million
increase in net investment  income,  and a $30 million  increase in net realized
capital gains.  The increase in insurance  premiums  earned for the  three-month
period  reflects the growth in sales of the  Company's  core  property-liability
auto  and  homeowners  products.  Revenue  results  for  the  Company's  primary
insurance segments are discussed further in the following sections.

    Net income for the quarter  was $424  million,  or $.94 per share,  compared
with $542 million,  or $1.21 per share,  for the first quarter of 1995.  Profits
from increased  property-liability  revenues and improved life operating  income
were offset by higher  losses caused by the severe  winter  weather  experienced
during the first  quarter of 1996 as compared  to the  relatively  mild  weather
during the first quarter of 1995.


<PAGE>

                                      9

PROPERTY-LIABILITY OPERATIONS

OVERVIEW

    The Company's  property-liability  operations includes personal property and
casualty ("PP&C"),  commercial property and casualty and reinsurance  ("Business
Insurance"),  and  discontinued  lines and  coverages,  consisting of excess and
surplus lines,  environmental and asbestos losses from reinsurance  assumed, and
the  run-off of the  mortgage  pool  business,  no longer  written  by  Allstate
("Discontinued Lines and Coverages").

    Underwriting  results  for  each  of  the  property-liability  segments  are
discussed separately beginning on page 12.

    The following table sets forth certain unaudited  summarized  financial data
and key operating ratios for the Company's property-liability operations for the
three-month periods ended March 31, 1996 and 1995.
<TABLE>
<CAPTION>

                                                                     Three Months Ended
                                                                          March 31,
($ in millions)                                                      1996            1995
                                                                     ----            ----

<S>                                                                  <C>             <C>   
Premiums written............................................         $4,493          $4,241
                                                                      =====           =====

Premiums earned.............................................         $4,544          $4,227
Claims and claims expense...................................          3,687           3,204
Other costs and expenses....................................          1,006             943
                                                                      -----           -----
Underwriting (loss) income .................................           (149)             80
Net investment income ......................................            427             379
Realized capital gains and losses, after-tax................             76              44
Income tax expense on operations............................             19              80
                                                                      -----           -----
Income before equity in net income of
  unconsolidated subsidiary.................................            335             423
Equity in net income of unconsolidated subsidiary...........              6              30
                                                                      -----           -----
Net income..................................................         $  341          $  453
                                                                      =====           =====

Catastrophe losses..........................................         $  232          $  171
                                                                      =====           =====

Operating ratios............................................
  Claims and claims expense ("loss") ratio..................          81.2            75.8
  Expense ratio.............................................          22.1            22.3
                                                                     -----           -----
  Combined ratio............................................         103.3            98.1
                                                                     =====           =====
  Effect of catastrophe losses on combined ratio............           5.1             4.0
                                                                     =====           =====
</TABLE>


<PAGE>

                                     10

NET INVESTMENT INCOME AND REALIZED CAPITAL GAINS

    Pretax net investment  income  increased 12.7% for the first quarter of 1996
compared  to the  same  period  in  1995.  The  increase  was due to  growth  in
investment  balances,  principally from proceeds received from the PMI Group and
Sears Distribution transactions in the second quarter of 1995, and positive cash
flows from operations.

    Realized  capital gains and losses  after-tax  increased 72.7% for the first
quarter of 1996,  compared to the same period of 1995, due to increased sales of
equity securities as the Company took advantage of favorable market  conditions.
Fluctuations  in  realized  capital  gains and losses are  largely a function of
timing of sales decisions reflecting  management's view of individual securities
and overall market conditions.

    The  Company  has been  assessing  the  interest  rate and market  rate risk
associated  with its  property-liability  fixed  income  and  equity  securities
portfolios. As a result, the Company has decided to reduce over time, subject to
market  conditions,  its  investment  in  equity  securities.  As  a  result  of
repositioning  the  portfolio,  the Company  expects to recognize  capital gains
starting in the second quarter of 1996 (see "Investments").


CATASTROPHE LOSSES

    Catastrophes  are  an  inherent  risk  of the  property-liability  insurance
business which have  contributed,  and will continue to contribute,  to material
year-to-year  fluctuations  in Allstate's  results of  operations  and financial
position.  The level of  catastrophe  losses  experienced  in any year cannot be
predicted  and could be  material to the  Company's  results of  operations  and
financial  position.  The Company has experienced two severe catastrophes in the
last five years which resulted in losses of $2.33 billion  related to  Hurricane
Andrew  (net  of  reinsurance)  and  $1.72  billion  related  to the  Northridge
earthquake.  The  Company is exposed to similar or greater  catastrophes  in the
future.

    Catastrophe  losses for the first quarter of 1996 were $232 million compared
to $171 million for the same period of 1995.  The  increase is primarily  due to
losses caused by snow and ice storms  experienced in the eastern  portion of the
United States during the first quarter of 1996.

    The  establishment  of  appropriate  reserves  for  catastrophes  that  have
occurred,  as for all  property-liability  claims,  is an  inherently  uncertain
process. Catastrophe reserve estimates are regularly reviewed and updated, using
the most current information. Any resulting adjustments,  which may be material,
are reflected in current year operations.

<PAGE>

                                     11

CATASTROPHE MANAGEMENT

    Allstate  has  initiated  strategies  to limit,  over  time,  its  insurance
exposures in certain  regions prone to catastrophe  occurrences,  subject to the
requirements  of insurance  laws and  regulations  and as limited by competitive
considerations.  These  strategies  include a  reduction  of  policies in force,
requests for rate  increases  and the  introduction  of certain  limitations  on
policy coverages.  For example, in Florida,  Allstate has declined to renew some
policies for property  coverages and has requested and received  selective  rate
increases.  In California,  Allstate has placed  limitations on policy coverages
and received  selective rate  increases.  In addition,  Allstate began issuing a
revised  earthquake  policy  ("mini-policy")in  California  on May 1, 1996.  The
mini-policy  increases  deductibles on dwelling  coverage,  limits  contents and
living  expense  coverage,   and  eliminates   coverage  for  most  non-dwelling
structures. The issuance of the mini-policy, upon renewal of existing earthquake
policies, will reduce Allstate's earthquake exposure in the state of California.

    Allstate has no  reinsurance  in place to lower its exposure to  catastrophe
losses on personal lines business at this time.  However,  Allstate continues to
evaluate the reinsurance  market for appropriate  coverage at acceptable  rates,
the financial  markets,  and other business  strategies to lower its exposure to
catastrophic losses.

    Proposed  legislation has been  introduced in the California  legislature to
create the  California  Earthquake  Authority  (the  "CEA"),  an entity which if
approved, would assume earthquake exposure from member companies upon renewal of
their  earthquake  policies,  beginning no later than January 1997,  and pay for
losses  through  assessment  of  participating  insurers,  reinsurance  and from
funding  provided  by the  capital  markets.  The amount of  Allstate's  initial
assessment  to fund  the  CEA is  expected  to be  approximately  $150  million.
Allstate  would be obligated to pay an  additional  assessment,  not expected to
exceed $750 million,  in the event that the initial  capitalization and retained
earnings  of the CEA are  exhausted  by claim  payments.  The  Internal  Revenue
Service recently withdrew a favorable ruling concerning the tax exempt status of
the fund to be provided under the CEA legislation,  and several  reinsurers have
withdrawn  commitments  to support  the  funding.  Consequently,  the Company is
unable to  predict  the extent to which the CEA,  if  enacted,  will  reduce the
Company's exposure to losses from earthquakes in California.

    Recent  legislation  in Florida  has  extended  the  moratorium  on property
insurance  nonrenewals  to June 1999.  However,  the  legislation  also provides
methods for insurers to manage their catastrophe exposure,  including permission
to transfer certain  coverages to another insurer,  to increase  deductibles and
reduce coverages in certain cases and, to transfer  windstorm coverage under  
certain  circumstances  to the Florida  Windstorm  Underwriting Association.

    While management believes that these actions have reduced or will reduce the
Company's exposure to catastrophes in certain geographic regions,  the extent of
future reductions is uncertain.

<PAGE>

                                     12

UNDERWRITING RESULTS

    PP&C -  Underwriting  results  and key  operating  ratios for the  Company's
personal  property and casualty  insurance  segment for the three-month  periods
ended March 31, 1996 and 1995 are summarized in the following table.
<TABLE>
<CAPTION>

                                                                    Three Months Ended
                                                                        March 31,

($ in millions)                                                      1996          1995
                                                                     ----          ----

<S>                                                                <C>           <C>    
Premiums written............................................       $ 4,163       $ 3,900
                                                                    ======        ======

Premiums earned.............................................       $ 4,190       $ 3,889
Claims and claims expense...................................         3,354         2,889
Other costs and expenses....................................           894           841
                                                                    ------        ------
Underwriting (loss) income .................................       $   (58)      $   159
                                                                    =======       ======

Catastrophe losses..........................................       $   222       $   166
                                                                    ======        ======

Operating ratios............................................
  Claims and claims expense ("loss") ratio..................            80.1          74.3
  Expense ratio.............................................            21.3          21.6
                                                                    --------      --------
  Combined ratio............................................           101.4          95.9
                                                                    ========      ========
  Effect of catastrophe losses on combined ratio............             5.3           4.3
                                                                         ===           ===
</TABLE>

    PP&C primarily  sells  private-passenger  auto and  homeowners  insurance to
individuals.  The  Company  separates  the  voluntary  personal  auto  insurance
business into two categories  according to insurance  risks: the standard market
and the  non-standard  market.  The standard  market consists of drivers who are
perceived  to have low to  average  risk of loss  expectancy.  The  non-standard
market  consists of drivers who have  higher-than-average  risk  profiles due to
their driving  records or the types of cars they own. These policies are written
at rates higher than standard auto rates.

    PP&C premiums written increased 6.7% for the three-month  period ended March
31, 1996,  over the comparable  period in 1995.  Standard auto premiums  written
increased 2.2% to $2.58 billion in the first quarter of 1996, from $2.53 billion
for the same three-month  period in 1995. The increase in standard auto premiums
written was due to increases in both average premium and policies in force (unit
sales).  Average  premium  increases were primarily  attributable  to a shift to
newer and more expensive  autos and, to a lesser  extent,  rate  increases.  The
growth in policies  in force was due to  increases  in new and renewal  business
and,  was  generally  achieved  in  markets  that  management  believes  will be
profitable,  partially  offset by a decline in premiums written in some of those
markets that management believes do not provide appropriate returns.

<PAGE>

                                     13

    Non-standard  auto premiums  written  increased 30.5% to $642 million in the
first  quarter  of 1996,  from $492  million  for the same  period in 1995.  The
increase is driven by an increase in policies in force and, to a lesser  extent,
average  premium.  The increase in policies in force is due to increases in both
new and renewal business.

    Homeowners  premiums  written for the first  quarter were $647  million,  an
increase  of  10.2%  over  1995  premiums  of  $587  million.  The  increase  is
attributable  to a higher  average  premium and a small  increase in policies in
force.  The higher  average  premiums  are  primarily  due to rate  increases in
catastrophe exposure areas,  principally  California and Florida, and the effect
of policy  provisions  which adjust for inflation.  Growth in policies in force,
which is primarily  occurring in areas targeted for growth,  is partially offset
by policy reductions in certain catastrophe exposure areas.

    For the first quarter of 1996, PP&C had an underwriting  loss of $58 million
versus  underwriting  income of $159 million for the first quarter of 1995.  The
underwriting  loss was  primarily  due to higher  catastrophe  and other  losses
related to severe weather. These more than offset growth in premiums and a lower
expense ratio. The increase in weather related losses caused an increase in auto
and  homeowners  claim  frequency  (rate of claim  occurrence).  Auto injury and
physical damage claim severities  increased over prior year,  driven by moderate
inflationary  pressure.  Both trended  favorably as compared to relevant medical
cost and repair cost indexes.

<PAGE>

                                     14

    BUSINESS INSURANCE - Business Insurance writes selected  commercial property
and  casualty  insurance  primarily  for  small-  to  medium-sized   businesses,
including auto, property, general liability, package policies combining property
and general liability coverages,  and workers' compensation insurance.  Business
Insurance  also  reinsures  primarily  smaller  regional  insurers  who focus on
property and casualty coverages and who have underwriting  standards  considered
prudent  by  Allstate.   This  business  is  written  through  Allstate  agents,
independent  agents  appointed by  Northbrook  Property  and Casualty  Insurance
Company and brokers appointed by Allstate Reinsurance.

Underwriting  results  and  key  operating  ratios  for the  Company's  business
insurance segment for the three-month  periods ended March 31, 1996 and 1995 are
summarized in the following table.
<TABLE>
<CAPTION>

                                                                        Three Months Ended
                                                                             March 31,

($ in millions)                                                             1996       1995
                                                                            ----       ----

<S>                                                                        <C>        <C> 
Premiums written....................................................       $330       $348
                                                                            ===        ===

Premiums earned.....................................................       $354       $344
Claims and claims expense...........................................        286        273
Other costs and expenses............................................        110        104
                                                                            ---        ---
Underwriting(loss)..................................................       $(42)      $(33)
                                                                            ====       ====

Catastrophe losses..................................................       $ 10       $  5
                                                                            ===        ===

Operating ratios....................................................
  Claims and claims expense ("loss") ratio..........................         80.8       79.2
  Expense ratio.....................................................         31.1       30.4
                                                                            -----      -----
  Combined ratio....................................................        111.9      109.6
                                                                            =====      =====
  Effect of catastrophe losses on combined ratio....................          2.8        1.5
                                                                              ===        ===
</TABLE>

    Premiums  written  decreased  5.2% from the same period last year as a small
increase  in  commercial  auto  premiums  written  was more than offset by a 15%
decrease in reinsurance  premiums.  The decrease in reinsurance premiums written
was primarily caused by competitive pressures.

    The combined  ratio of 111.9 was 2.3 points higher than the same period last
year driven by both loss ratio and expense ratio increases.  The increase in the
loss ratio was primarily due to the impact of the severe winter  weather on both
catastrophe  losses  and,  to a  lesser  extent,  commercial  auto  lines'  loss
experience. The increase in the expense ratio is primarily due to an increase in
expenses in the reinsurance business.

    On April 17, 1996 Allstate  announced it is conducting a strategic review of
two of its  Business  Insurance  operations;  Northbrook  Property  and Casualty
Insurance  Company,  which  writes  business  through  independent  agents,  and
Allstate Reinsurance,  which writes business through appointed brokers. The main
objective of the review is to define the role and future  contribution  of these
operations to Allstate's  long-term strategic focus on its core strengths in the
personal lines  property-casualty and life insurance  businesses.  Management is
considering several strategic options including,  but not limited to, continuing
to implement the long-term moderate growth and profitability  strategies of each
business and seeking qualified buyers. The review is expected to be completed by
mid-year 1996.

<PAGE>

                                     15

    DISCONTINUED  LINES AND COVERAGES - Discontinued lines and coverages consist
of excess and surplus  insurance  lines  (including  environmental  and asbestos
losses)  which  Allstate  stopped  writing in 1985,  environmental  and asbestos
losses from  reinsurance  assumed,  which  management  believes  were  generally
excluded from the primary  insurer's  policy coverage  beginning in 1986 and the
run-off losses from the mortgage pool business.

Underwriting results for the Company's  discontinued lines and coverages segment
for the three-month  periods ended March 31, 1996 and 1995 are summarized in the
following table.
<TABLE>
<CAPTION>

                                                                          Three Months Ended
                                                                               March 31,

($ in millions)                                                               1996      1995
                                                                              ----      ----
<S>                                                                           <C>      <C>  
Underwriting  loss from excess and surplus insurance lines and environmental    
and asbestos losses from reinsurance

assumed........................................                               $(49)    $(36)

Underwriting loss from mortgage pool business..                                  0      (10)
                                                                               ---      ----
   Total underwriting loss                                                    $(49)    $(46)
                                                                               ====     ====
</TABLE>

    The  underwriting  losses  from  excess  and  surplus  insurance  lines  and
environmental and asbestos losses from reinsurance assumed were due primarily to
additional  claims being reported and continued  reevaluation  and adjustment of
the estimated ultimate cost of settling these claims.

    The  Company  is  aware of  developing  databases  which  may be  useful  in
estimating  environmental  liabilities.  Allstate  is  evaluating  whether  this
information could enhance its current analysis of these exposures.

    In the second quarter of 1995, in keeping with  Allstate's  decision to exit
the mortgage guaranty insurance  business,  the Company established an after-tax
provision of $80 million for future  losses on the run-off of the mortgage  pool
business.  As a result, losses from the mortgage pool business have not impacted
underwriting  results  since the first  quarter of 1995 and are not  expected to
materially impact future operating  results.  However,  this business,  which is
highly  concentrated  in  southern  California,  could be  impacted  by economic
recessions,  falling housing values,  rising unemployment  rates,  interest rate
volatility or a combination of such factors.

<PAGE>

                                     16

LIFE OPERATIONS

Allstate Life markets a broad line of life insurance,  annuity and group pension
products  through a combination of Allstate  agents,  banks and other  financial
institutions, independent brokers and direct response marketing.

The  following  table  sets  forth  certain  summarized  financial  data for the
Company's  life  insurance   operations  and  invested  assets  at  or  for  the
three-month periods ended March 31, 1996 and 1995.
<TABLE>
<CAPTION>

                                                                    Three Months Ended
                                                                         March 31,

 ($ in millions)                                                      1996        1995
                                                                      ----        ----
<S>                                                                  <C>        <C>    
Statutory premiums and deposits...............................       $ 1,313    $ 1,290
                                                                      ======     ======

Invested assets (1)...........................................       $25,863    $24,186
Separate Account assets (1)...................................         4,251      2,938
                                                                      ------      -----
Invested assets including Separate Account assets.............       $30,114    $27,124
                                                                      ======     ======

Premium income and contract charges...........................       $   308    $   394
Net investment income .......................... .............           507        487
Policy benefits and expenses..................................           672        748
                                                                      ------     ------
Income from operations........................................           143        133
Income tax expense on operations..............................            49         46
                                                                      --------   ------
Net operating income..........................................            94         87
Realized capital gains and losses, after-tax...                            0         12
                                                                      ------     ------
Net income....................................................       $    94    $    99
                                                                      ======     ======
<FN>

(1) Fixed income  securities are included in invested  assets in the table above
at  amortized  cost and are carried at fair  market  value in the  statement  of
financial  position.  Separate  Accounts  are included at fair value in both the
table above and the statement of financial position.
</FN>
</TABLE>

    Life insurance  statutory  premiums and deposits increased 1.8% in the first
quarter of 1996 compared with the same period last year. Higher sales of pension
and life products were offset by lower sales of individual annuities.

    Premium  income and contract  charges under  generally  accepted  accounting
principles  ("GAAP")  decreased 21.8%, as higher contract charges were more than
offset  by  lower   sales  of   structured   settlement   annuities   with  life
contingencies.  Under GAAP,  revenues  will vary with the mix of  products  sold
during the period  because they exclude  deposits on most annuities and premiums
on universal life insurance policies.

    Pretax net investment  income increased by 4.1% in the first quarter of 1996
from the comparable 1995 period  primarily due to the $1.68 billion  increase in
invested assets. The overall portfolio yield declined slightly, as proceeds from
calls and  maturities  as well as new premiums and deposits  were  reinvested in
securities yielding less than the average portfolio rate.

    Net operating  income increased 8% during the first quarter of 1996 compared
with the prior year,  primarily  due to higher  mortality  margins and growth in
assets,  partially  offset by higher  operating  expenses.  First  quarter  1995
operating  expenses  reflected  a  one-time,  after-tax  benefit of $10  million

<PAGE>

                                     17

related to a reduced rate of amortization of deferred policy  acquisition costs,
due to favorable universal life insurance persistency.

    First quarter of 1996 realized  capital  gains,  primarily  from the sale of
equity  securities,  were  completely  offset by  writedowns of fixed income and
equity  securities.  Net realized after-tax capital gains for the same period of
1995 were $12 million.


LIQUIDITY AND CAPITAL RESOURCES

    Shareholders'  equity  decreased $450 million to $12.23 billion at March 31,
1996 versus $12.68  billion at December 31, 1995.  The decrease is primarily due
to  a  decrease  of  $748  million  in   unrealized   net  capital   gains  (see
"Investments"),  which  more  than  offset  net  income  for the  period of $424
million.  The decrease in  unrealized  net capital gains is primarily due to the
effect of rising interest rates on the value of the fixed income portfolio.

    The  Company  maintains  a line of  credit  of $1.5  billion  as a source of
potential  funds to meet  short-term  liquidity  requirements.  During the three
months  ended  March 31,  1996,  there  were no  borrowings  under this  line of
credit.

    In early 1996 the Company launched a commercial paper program.  The majority
of the proceeds from the issuance of the  commercial  paper has been used by the
insurance  operations for general operating purposes.  As of March 31, 1996, the
Company had  outstanding  commercial  paper  borrowings of $112  million.  Total
borrowings  under the combined  commercial  paper program and line of credit are
limited to $1.5 billion.

    During the first quarter of 1996, the Company purchased shares of its common
stock, for its treasury,  at an average cost per share of $41.62, to provide for
the future  exercise of employee stock  options.  At March 31, 1996, the Company
held  3,228,837  shares of  treasury  stock  with an  average  cost per share of
$33.10.

    Surrenders and withdrawals for the life operations were $386 million for the
first three months of 1996 compared  with $629 million in 1995.  The decrease is
attributable  to management  actions  taken in 1995 to slow the surrender  rate,
which included raising renewal crediting rates.

    Cash from  operating  activities  increased $413 million from the prior year
first quarter,  due to increases in cash collected from underwriting  activities
and  investment  income.  Cash at the end of the period  decreased  as cash from
operations and financing  activities  were invested  primarily,  in fixed income
securities and short term investments.

<PAGE>

                                     18

INVESTMENTS

    Total investments  decreased to $55.97 billion at March 31, 1996 from $56.51
billion at December  31,  1995.  Property-liability  investments  decreased  $52
million to $29.16  billion at March 31, 1996 from $29.21 billion at December 31,
1995.  Life  investments  at March 31,  1996,  decreased  $496 million to $26.76
billion from $27.26  billion at December 31, 1995.  The decrease in  investments
was primarily attributable to a decrease of $756 million and $906 million in the
unrealized gain on the fixed income securities portfolio for  property-liability
and  life,  respectively.  These  decreases  were due to the  effect  of  rising
interest  rates which offset  increases in amounts  invested  from positive cash
flows generated from operations,  and an increase in the unrealized gains of the
equity securities portfolio.

    The composition of the investment  portfolio at March 31, 1996, at financial
statement carrying values, is presented in the table below.
<TABLE>
<CAPTION>

                                            Property-Liability            Life                Total

<S>                             <C>          <C>          <C>        <C>        <C>       <C>         <C>  
        Fixed income securities (1)          $22,594      77.5%      $21,435    80.2%     $44,029     78.6%
        Equity securities                      5,423      18.6           742     2.8        6,165     11.0  
        Mortgage loans                            59        .2         3,209    12.0        3,268      5.8
        Real estate                              435       1.5           339     1.3          774      1.4
        Short-term                               630       2.1           576     2.1        1,261      2.3
        Other                                     17        .1           459     1.6          476       .9
                                              ------     -----        ------   -----       ------     ----
           Total                             $29,158     100.0%      $26,760   100.0%     $55,973    100.0%
                                              ======     =====        ======   =====       ======    =====
<FN>
(1) Fixed income securities are carried at fair value.  Amortized cost for these
securities was $21.79 billion and $20.54 billion for property-liability and life
operations, respectively.
</FN>
</TABLE>

    Over 94% of the  fixed  income  securities  portfolio  is rated  "investment
grade", which is defined by the Company as a security having an NAIC rating of 1
or 2, a Moody's  rating of Aaa, Aa, A or Baa, or a comparable  Company  internal
rating.

    The Company uses derivative financial  instruments to reduce its exposure to
market and  interest  rate risk on its  invested  assets,  as well as to improve
asset/liability management. The Company does not hold or issue these instruments
for trading  purposes.  The Company is exposed to  credit-related  losses in the
event of nonperformance by  counterparties  to financial  instruments.  However,
such  nonperformance  is not expected  because the Company utilizes highly rated
counterparties,   established  risk  control  limits,   and  maintains   ongoing
monitoring  procedures.  Beginning  in the first  quarter of 1996,  the  Company
increased  its use of interest  rate cap  agreements  to hedge the interest rate
risk associated with certain single  premium deferred  annuity  products.  There
have been no significant  changes in the risk  profile  of the  Company's
derivative portfolio since December 31, 1995.

    The Company has been assessing the interest rate and market risk  associated
with its property-liability fixed income and equity securities portfolios.  As a
result,  the  Company  has  decided  to  reduce  over  time,  subject  to market
conditions,  its investment in equity  securities.  As a result of repositioning
the portfolio,  the Company expects to recognize  capital gains beginning in the
second quarter of 1996. The  proceeds  from  the  sales,  combined with positive

<PAGE>

                                     19

cash flow from operations will  be invested  in  shorter duration  fixed  income
securities.


FIXED INCOME SECURITIES

    Allstate  monitors the quality of its fixed income  portfolio,  in part,  by
categorizing certain investments as problem,  restructured or potential problem.
Problem  fixed  income  securities  are  securities  in default  with respect to
principal and/or interest and/or  securities  issued by companies that went into
bankruptcy subsequent to acquisition of the security.  Restructured fixed income
securities  have modified terms and  conditions  that were not at current market
rates or terms at the time of the restructuring.  Potential problem fixed income
securities are current with respect to contractual  principal  and/or  interest,
but  because of other facts and  circumstances,  management  has serious  doubts
regarding  the  borrower's  ability to pay future  interest and principal which 
causes management to  believe  these securities  may  be classified  as problem 
or restructured in the future.

    The following table summarizes  problem,  restructured and potential problem
fixed income securities at March 31, 1996 and December 31, 1995.
<TABLE>
<CAPTION>

                                                                March 31,     December 31,

 ($ in millions)                                                  1996          1995
                                                                  ----          ----

<S>                                                                 <C>             <C> 
Problem.......................................................      $103            $126
Restructured .................................................         8               6
Potential problem ............................................       133             149
                                                                     ---             ---
  Total net carrying value....................................      $244            $281
                                                                    ====            ====

</TABLE>


    COMMERCIAL MORTGAGE LOANS

    Allstate monitors the quality of its mortgage loans by categorizing  certain
loans as problem, restructured or potential problem. Problem commercial mortgage
loans are loans that are in foreclosure, loans for which a principal or interest
payment  is over 60 days past due,  or are  current  with  respect  to  interest
payments,  but  considered  in-substance  foreclosed.   Restructured  commercial
mortgage  loans  have  modified  terms and  conditions  that were not at current
market  rates  or  terms at the  time of the  restructuring.  Potential  problem
commercial mortgage loans are current with respect to interest payments, or less
than 60 days delinquent as to contractual  principal  and/or interest  payments,
but  because of other facts and  circumstances,  management  has serious  doubts
regarding the  borrower's  ability to pay future  interest and  principal  which
causes  management  to  believe  these  loans may be  classified  as  problem or
restructured in the future.

<PAGE>

                                     20

    The  following  table   summarizes  the  net  carrying  values  of  problem,
restructured and potential problem  commercial  mortgage loans at March 31, 1996
and December 31, 1995.
<TABLE>
<CAPTION>

                                                                March 31,     December 31,

 ($ in millions)                                                  1996          1995
                                                                  ----          ----

<S>                                                                 <C>             <C> 
Problem.......................................................      $125            $104
Restructured .................................................       137             143
Potential problem ............................................       115             147
                                                                     ---             ---
  Total net carrying value....................................      $377            $394
                                                                     ===             ===

Valuation allowances..........................................      $ 76            $ 75
                                                                     ===             ===
Valuation allowances as a percent of gross carrying value (1).
                                                                      16.7%           16.0%

<FN>
(1) Calculated  as total  valuation  allowances  divided  by the gross  carrying
    value, which is the total net carrying value plus the valuation allowances.
</FN>
</TABLE>

    The net carrying value of problem,  restructured and potential problem loans
decreased  during  the  three-month  period,  due to  foreclosures  as  well  as
improvements  in  circumstances   surrounding   certain  loans.   Problem  loans
experienced  a net  increase  during the first three  months due to loans moving
from potential problem and restructured to problem.

    The carrying  value of impaired loans as of March 31, 1996, and December 31,
1995 was $200 million and $193 million, respectively.

    In the three  months  ended  March 31,  1996,  $140  million  of  commercial
mortgage loans were  contractually  due. Of these, 17.1% were paid as due, 54.5%
were  refinanced  at  prevailing  market  terms,  and 28.4% are currently in the
process of refinancing or restructuring discussions.


PENDING ACCOUNTING STANDARDS

    In October 1995, the Financial  Accounting  Standards  Board issued
Statement of Financial  Accounting  Standards  No. 123  "Accounting for
Stock-Based  Compensation" which encourages entities to adopt a fair value based
method of accounting for compensation cost of employee stock compensation plans.
The  statement  allows an entity  to  continue  the  application  of  accounting
prescribed by APB Opinion No. 25,  "Accounting  for Stock Issued to  Employees",
however,  pro forma  disclosures of net income and earnings per share, as if the
fair  value  based  method of  accounting  defined  by this  statement  had been
applied,  are required.  The disclosure  requirements  of this statement will be
adopted  in  December  1996  and  are  expected  to be  immaterial.  Results  of
operations  and financial  position will not be affected by the adoption of this
statement.

<PAGE>

                                      -21-

PART II.  Other Information




Item 6.     Exhibits and Reports on Form 8-K

      (a) Exhibits

      An Exhibit Index has been filed as part of this Report on Page E-1.

      (b) Report on Form 8-K.

      None


<PAGE>

                                     -22-



                                  SIGNATURE



Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                 The Allstate Corporation
                                                 (Registrant)



            May 13, 1996                         By /s/Samuel H. Pilch

                                                 Samuel H. Pilch
                                                 Controller


                                                (Principal Accounting Officer
                                      and duly authorized Officer of Registrant)





<PAGE>

                                      E-1


                                EXHIBIT INDEX
                           THE ALLSTATE CORPORATION
                         QUARTER ENDED MARCH 31, 1996



                                                              Sequentially
Exhibit No.                   Description                     Numbered Page

    4       Registrant  hereby agrees to furnish the 
            Commission,  upon request, with the instruments 
            defining the rights of holders of each issue of
            long-term debt of the Registrant and its 
            consolidated subsidiary.

   10       The Allstate Corporation Equity Incentive Plan
            for Non-Employee Directors.  Incorporated by 
            reference to Appendix A to the Company's Proxy 
            Statement dated March 30, 1996.

   11       Computation of earnings per common share for
            The Allstate Corporation and consolidated 
            subsidiary.

   15       Acknowledgment of awareness from Deloitte & 
            Touche LLP, dated May 13, 1996, concerning 
            unaudited interim financial information.

   27       Financial Data Schedule, which is submitted 
            electronically to the Securities and Exchange 
            Commission for information only and not filed.


<PAGE>

                                      E-2


                                                           Exhibit 11


                   THE ALLSTATE CORPORATION AND SUBSIDIARY
                   COMPUTATION OF EARNINGS PER COMMON SHARE
<TABLE>
<CAPTION>



($ in millions, except for per share data)                                            Three Months Ended March 31,
                                                                                 ----------------------------------------

                                                                                       1996                  1995
                                                                                       ----                  ----


<S>                                                                                              <C>              <C>   
Net Income                                                                                       $424             $542
                                                                                                 ====             ====

Primary earnings per common share computation:

       Weighted average number of common shares                                                   447.2            449.2
       Assumed exercise of dilutive stock options                                                   2.6              0   
                                                                                                  -----            -----
          Adjusted weighted number of common shares outstanding                                   449.8            449.2
                                                                                                  ===              ===

              Primary net income per share                                                         $0.94            $1.21
                                                                                                  ===               ===

Fully diluted earnings per common share computation:

       Weighted average number of common shares                                                   447.2            449.2
       Assumed exercise of dilutive stock options                                                   2.6              0.3
                                                                                                 -----             ----
          Adjusted weighted number of common shares outstanding                                   449.8            449.5
                                                                                                  ===              ===
              Fully diluted net income per share                                                   $0.94            $1.21
                                                                                                 ====             ====


</TABLE>



<PAGE>


                                    E-3

                                                           EXHIBIT 15







To the Board of Directors and Shareholders of
The Allstate Corporation:


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 subsidiary for the quarters ended
March 31, 1996 and 1995, as indicated in our report dated May 13, 1996; because
we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred above, which is included in your Quarterly
Report on Form 10-Q for the quarter  ended March 31, 1996,  is incorporated by
reference in Registration Statement Nos. 33-60420, 33-69568 and 33-88540 on Form
S-3 and Registration Statement Nos. 33-77928, 33-93758, 33-93760, 33-93762,
33-99132, 33-99136 and 33-99138 on Form S-8.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is 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
May 13, 1996


<TABLE> <S> <C>


<ARTICLE>                                           7
<LEGEND>  THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 
          THE ALLSTATE CORPORATION FINANCIAL STATEMENTS INCLUDED IN SUCH 
          COMPANY'S QUARTERLY REPORT FOR THE QUARTER ENDED MARCH 31, 1996 
          AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 
          FINANCIAL STATEMENTS.
</LEGEND>
                        
<MULTIPLIER>                                   1,000,000
<CURRENCY>                                     U.S. Dollars
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1995
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   MAR-31-1996
<EXCHANGE-RATE>                                     1
<DEBT-HELD-FOR-SALE>                           44,029
<DEBT-CARRYING-VALUE>                               0
<DEBT-MARKET-VALUE>                                 0
<EQUITIES>                                      6,165
<MORTGAGE>                                      3,268
<REAL-ESTATE>                                     774
<TOTAL-INVEST>                                 55,973
<CASH>                                             43
<RECOVER-REINSURE>                              1,818
<DEFERRED-ACQUISITION>                          2,200
<TOTAL-ASSETS>                                 70,399
<POLICY-LOSSES>                                23,866
<UNEARNED-PREMIUMS>                             6,134
<POLICY-OTHER>                                      0
<POLICY-HOLDER-FUNDS>                          19,384
<NOTES-PAYABLE>                                 1,228
                               0
                                         0
<COMMON>                                            5
<OTHER-SE>                                     12,225
<TOTAL-LIABILITY-AND-EQUITY>                   70,399
                                      4,852
<INVESTMENT-INCOME>                               935
<INVESTMENT-GAINS>                                116
<OTHER-INCOME>                                      0
<BENEFITS>                                      4,237
<UNDERWRITING-AMORTIZATION>                       564
<UNDERWRITING-OTHER>                              558
<INCOME-PRETAX>                                   521
<INCOME-TAX>                                      103
<INCOME-CONTINUING>                               424
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                      424
<EPS-PRIMARY>                                        .94
<EPS-DILUTED>                                        .94
<RESERVE-OPEN>                                      0
<PROVISION-CURRENT>                                 0
<PROVISION-PRIOR>                                   0
<PAYMENTS-CURRENT>                                  0
<PAYMENTS-PRIOR>                                    0
<RESERVE-CLOSE>                                     0
<CUMULATIVE-DEFICIENCY>                             0
        


</TABLE>


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