SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                           The Securities Act of 1934




         Date of Report (Date of earliest event reported)  December 4, 2000

                         Allstate Financial Corporation
             (Exact name of registrant as specified in its charter)



         Delaware                   0-17832                   54-1208450
         --------                   -------                   ----------
        (State or other           (Commission               (I.R.S. Employer
         jurisdiction             File Number)              Identification No.)
        of incorporation)



   8180 Greensboro Drive McLean, VA                                22102
(Address of principal executive offices)                        (Zip Code)


        Registrant's telephone number, including area code (703) 883-9757


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Item 4.  Changes in Registrant's Certifying Accountant

On December 4, 2000,  Allstate Financial  Corporation (the "Company")  dismissed
its  independent  accountants,  McGladrey  & Pullen,  LLP,  and  engaged  Arthur
Andersen  LLP as the  principal  accountant  to audit  the  Company's  financial
statements.  The decision to change  accountants  was approved by the  Company's
board of directors.

The reports of McGladrey & Pullen,  LLP, and their  predecessor as the Company's
independent  accountants  prior to their  dismissal on May 18, 1999,  Deloitte &
Touche LLP,  had not,  in the past two years,  contained  any adverse  opinions,
disclaimer of opinion or  qualifications  of the kind set out in Regulation S-B,
Item 304(a)(1)(ii).

There have not been, to the Company's knowledge, any disagreements regarding the
matters specified in Rule S-B, Item 304(a)(iv) between the former accountants of
the Company  during the  Company's  last two fiscal  years or in any  subsequent
period.

Allstate  Financial  Corporation has never engaged or received any services from
Arthur  Anderson LLP prior to this date.  Arthur  Andersen LLP has served as the
independent  accountant for  Harbourton  Financial  Corporation  ("Harbourton"),
which on  November  30,  2000 was merged into the  Company,  since  Harbourton's
inception on August 28, 1988.

Form 8-K filed May 17, 1999 is hereby incorporated by reference.


Item 7.  Financial Information, Pro Forma Financial Information and Exhibits.

(a)      Financial Statements of Businesses Acquired.
                  Not applicable

(b)      Pro Forma Financial Information.
                  Not applicable.

(c)      16.1 Exhibits
        1.       Letter from McGladrey & Pullen, LLP regarding statements in
          this Form 8-K.
        2.       Letter from McGladrey & Pullen, LLP confirming the termination
          of the auditor-client relationship.

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.

Dated:   December 7, 2000                    ALLSTATE FINANCIAL CORPORATION



                                           By: /s/ C.Fred Jackson
                                              -------------------
                                               C. Fred Jackson
                                               Senior Vice President
                                               and Chief Financial Officer


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