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 PagesCUSIP 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