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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                  Schedule 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2 )*


                       Manufactured Home Communities, Inc.
                                (Name of Issuer)

                          Common Stock, $.01 par value
                         (Title of Class of Securities)

                                   564 682 102
                                 (CUSIP Number)



Check the following  box if a fee is being paid with this  statement [ ]. (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7).

*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._564 682 102_                 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
          SHARES                     1,817,631

       BENEFICIALLY        6         SHARED VOTING POWER
         OWNED BY
           EACH                      0

        REPORTING          7         SOLE DISPOSITIVE POWER
       PERSON WITH
                                     1,817,631

                           8         SHARED DISPOSITIVE POWER

                                     0


9           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            1,817,631

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

            7.36%

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:
                                            Shares of Common Stock

         (e)               CUSIP Number:
                                            564 682 102

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
                           theInvestment Advisers Act of 1940

         (f)  (  )         Employee  Benefit  Plan,  Pension  Fund  which is
                           subject to the provisions of the 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:
                                            1,817,631

                  (b)               Percent of Class:
                                            7.36%

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

                                    (i)      sole power to vote or to direct 
                                             the vote
                                                              1,817,631

                                    (ii)     shared power to vote or to direct
                                             the vote
                                                              0

                                    (iii)    sole power to dispose or to direct
                                             the disposition of
                                                              1,817,631

                                    (iv)     shared power to dispose or to 
                                             direct the disposition of
                                                              0

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 ( ).

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 1,488,201 Shares of Common Stock. Agents Pension
Plan owns 148,065 Shares of Common Stock.  Allstate Retirement Plan owns 181,365
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.


                                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:  February 5, 1997


                                            THE ALLSTATE CORPORATION

                                            By ALLSTATE INSURANCE COMPANY

                                            By /s/ Mary J. McGinn
                                               ------------------
                                                Mary J. McGinn
                                                Vice President










                                Page 5 of 5 Pages