Sec Form 4 Filing - MCNEIL RONALD D @ ALLSTATE CORP - 2007-02-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person MCNEIL RONALD D 2. Issuer Name and Ticker or Trading Symbol ALLSTATE CORP [ ALL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) SVP Allstate Insurance Company (Last) (First) (Middle) C/O THE ALLSTATE CORPORATION, 2775 SANDERS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2007 (Street) NORTHBROOK, IL60062-6127 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/22/2007 M 1,875 A $ 0 ( 1 ) 30,632.515 D Common Stock 02/22/2007 F( 2 ) 552 D $ 61.83 30,080.515 D Common Stock 02/23/2007 S( 3 ) 8,459 D $ 61.62 21,621.515 D Common Stock 21,127.0467 I by 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units $ 0 ( 1 ) 02/22/2007 M( 1 ) 1,875 ( 4 ) 02/21/2010 Common Stock 1,875 $ 0 ( 1 ) 5,625 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCNEIL RONALD D C/O THE ALLSTATE CORPORATION 2775 SANDERS ROAD NORTHBROOK, IL60062-6127 SVP Allstate Insurance Company Signatures RONALD DEAN MCNEIL 02/26/2007 Signature of Reporting Person Date

Explanation of Responses:

( 3 )This transaction was effected pursuant to a Rule 10b5-1(c) trading plan adopted by the reporting person on November 10, 2006. ( 4 )Remaining increments of restricted stock units will unrestrict on February 21, 2008, February 21, 2009 and February 21, 2010, respectively. ( 1 )Conversion of previously awarded grant of restricted stock units (RSUs) representing the right to receive one share of Allstate common stock, without the payment of any consideration, pursuant to The Allstate Corporation Amended and Restated 2001 Equity Incentive Plan. ( 2 )Delivery of shares to Company to satisfy tax withholding obligation in connection with conversion into common stock of previously granted RSUs.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(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).

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