View:


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                  Schedule 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 3 )*


                       MANUFACTURED HOME COMMUNITIES, INC.
                                (Name of Issuer)

                                     COMMON
                                      Stock
                         (Title of Class of Securities)


                                    564682102
                                 (CUSIP Number)








*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).




                        (Continued on following page(s))

                                Page 1 of 5 Pages






CUSIP No.  564682102               13G            Page    2     of    5   Pages
           ---------                                   -------      -----

1           NAME OF REPORTING PERSON
            S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
            THE ALLSTATE CORPORATION
            36-3871531
- -------------------------------------------------------------------------------

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *          (a) [ ]
                                                                        (b) [ ]
            N/A
- -------------------------------------------------------------------------------

3           SEC USE ONLY


- -------------------------------------------------------------------------------

4           CITIZENSHIP OR PLACE OF ORGANIZATION
            DELAWARE

- -------------------------------------------------------------------------------

                            5        SOLE VOTING POWER
        NUMBER OF                    1,199,431
          SHARES
- -------------------------------------------------------------------------------

       BENEFICIALLY         6        SHARED VOTING POWER
         OWNED BY
           EACH                      0
- -------------------------------------------------------------------------------

  REPORTING PERSON WITH     7        SOLE DISPOSITIVE POWER
                                     1,199,431

- -------------------------------------------------------------------------------

                            8        SHARED DISPOSITIVE POWER
                                     0

- -------------------------------------------------------------------------------

9           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                1,199,431

- -------------------------------------------------------------------------------

10          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9)EXCLUDES CERTAIN SHARES*
            N/A

- -------------------------------------------------------------------------------

11          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
            4.85%

- -------------------------------------------------------------------------------

12          TYPE OF REPORTING PERSON*
            HC

- -------------------------------------------------------------------------------

                      *SEE INSTRUCTION BEFORE FILLING OUT!





Item 1            (a)               Name of Issuer:

                                            MANUFACTURED HOME COMMUNITIES, INC.

                  (b)               Address of Issuer's Principal Executive 
                                    Offices:

                                            TWO NORTH RIVERSIDE PLAZA
                                            CHICAGO, IL  60606

Item 2            (a)               Name of Person Filing:

                                            THE ALLSTATE CORPORATION

                  (b)               Address of Principal Business Office:

                                            2775 SANDERS ROAD
                                            NORTHBROOK, ILLINOIS 60062-6127

                  (c)               Citizenship:

                                            DELAWARE

                  (d)               Title of Class of Securities:
                                            COMMON STOCK

                  (e)               CUSIP Number:
                                            564682102

Item 3                              If this statement is filed pursuant to Rules
                                    13d-1(b),  or 13d-2(b),  check whether the
                                    person filing is a:

                  (a)  (  )         Broker or Dealer registered under Section 15
                                    of the Act

                  (b)  (  )         Bank as defined in section 3(a)(6) of the 
                                    Act

                  (c)  (  )         Insurance Company as defined in Section 3(a)
                                    (19) of the Act

                  (d)  (  )         Investment Company registered under section 
                                    8 of the Investment Company Act

                  (e)  (  )         Investment Adviser registered under section 
                                    203 of the Investment  Advisers Act
                                    of 1940

                  (f)  (  )         Employee  Benefit Plan,  Pension Fund which
                                    is subject to the provisions of the Employee
                                    Employee Retirement Income  Security  Act of
                                    1974  or  Endowment  Fund;  see subparagraph
                                    240.13d-1(b)(1)(ii)(F)

                  (g)  (XX)         Parent Holding Company,  in accordance with 
                                    sub-paragraph  240.13d-1(b)(ii)(G)
                                    (Note:  See Item 7)

                  (h)  (  )         Group, in accordance with subparagraph 
                                    240.13d-1 (b)(1)(ii)(H)

                                Page 3 of 5 Pages





Item 4                     Ownership.

                                    If the  percent  of the class  owned,  as of
                                    December  31 of  the  year  covered  by  the
                                    statement,  or as of  the  last  day  of any
                                    month  described  in  Rule  13d-1(b)(2),  if
                                    applicable,  exceeds five  percent,  provide
                                    the  following  information  as of that date
                                    and  identify  those shares which there is a
                                    right to acquire.

                  (a)               Amount Beneficially Owned:


                  (b)               Percent of Class:


                  (c)               Number of shares as to which such person 
                                    has:

                                          (i)        sole power to vote or to 
                                                     direct the vote


                                         (ii)        shared power to vote or to 
                                                     direct the vote


                                        (iii)        sole power to dispose or to
                                                     direct the disposition of


                                         (iv)        shared power to dispose or 
                                                     to  direct the disposition 
                                                     of


Item 5            Ownership of Five Percent or Less of a Class.

                           If this  statement  is being filed to report the fact
                           that as of the date hereof the  reporting  person has
                           ceased to be the  beneficial  owner of more than five
                           percent  of  the  class  of  securities,   check  the
                           following (X).(1)

Item 6            Ownership of More than Five Percent on Behalf of Another 
                  Person.

                                    N/A

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1)      Allstate  Insurance  Company, a wholly owned subsidiary of The Allstate
         Corporation,  beneficially owns 895,101 Shares of Common Stock.  Agents
         Pension Plan owns 136,965 Shares of Common Stock.  Allstate  Retirement
         Plan owns 167,365 Shares of Common Stock.  Allstate Retirement Plan and
         Agents  Pension  Plan are  Employer  Sponsored  retirement  plans.  The
         Reporting Person disclaims  beneficial ownership with respect to shares
         held by Allstate Retirement Plan and Agents Pension Plan. The Reporting
         Person owns 4.85%. Therefore, the Reporting Person has ceased to be the
         beneficial owner of more than 5%.


                                Page 4 of 5 Pages





Item 7            Identification  and  Classification  of the Subsidiary Which 
                  Acquired the Security being Reported on by the Parent Holding
                  Company.
                                    ALLSTATE  INSURANCE  COMPANY IS AN INSURANCE
                                    COMPANY  AS THAT TERM IS  DEFINED IN SECTION
                                    3(A)(19) OF THE  SECURITIES  EXCHANGE ACT OF
                                    1934.  EACH OF ALLSTATE  RETIREMENT PLAN AND
                                    AGENTS   PENSION  PLAN  IS  A  PENSION  PLAN
                                    SUBJECT TO THE  PROVISIONS  OF THE  EMPLOYEE
                                    RETIREMENT  INCOME  SECURITY ACT OF 1974, AS
                                    AMENDED. ALLSTATE RETIREMENT PLAN AND AGENTS
                                    PENSION   PLAN   ARE   EMPLOYER    SPONSORED
                                    RETIREMENT PLANS.

Item 8            Identification and Classification of Members of the Group.

                                    N/A

Item 9            Notice of Dissolution of Group.

                                    N/A

Item 10           Certification.

         By  signing  below I  certify  that,  to the best of my  knowledge  and
belief, the securities referred to above were acquired in the ordinary course of
business  and were not acquired for the purpose of and do not have the effect of
changing or  influencing  the control of the issuer of such  securities and were
not acquired in connection  with or as a participant in any  transaction  having
such purpose or effect.

Signature.

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.

Date:  January 28, 1998


                                       THE ALLSTATE CORPORATION

                                       By ALLSTATE INSURANCE COMPANY


                                       By:_____________________________
                                            Mary J. McGinn
                                            Vice President











                                Page 5 of 5 Pages