PROGRESSIVE CORP/OH/ — Director's Dealing 2006

Jul 5, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2006-06-30

Reporting Person: MATTHEWS NORMAN S (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-06-30	Phantom Stock Unit	$0.00	A	5.9518	Acquired		Common (5.9518)	Direct
2006-06-30	Phantom Stock Unit (Rest. Stock)	$0.00	A	2.6181	Acquired		Common (2.6181)	Direct

Footnotes

F1: All Derivative Security balances reported herein by the
Reporting Person have been adjusted to reflect a 4-for-1
stock split, which was effected in the form of a stock
dividend paid on May 18, 2006 to shareholders of record as
of May 8, 2006. All Common Share and Derivative Security
balances reported by the Reporting Person in the future
will likewise be adjusted to reflect the stock split.

F2: 1 for 1

F3: The phantom stock units will be distributed in cash at the
time elected by the reporting person, subject to the
vesting provisions of the Plan.

F4: These units will be paid out in an equal number of Common
Shares at the time elected by the reporting person, subject
to the vesting provisions of the plan.