PROGRESSIVE CORP/OH/ — Director's Dealing 2006

Apr 4, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2006-03-31

Reporting Person: MATTHEWS NORMAN S (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-03-31	Phantom Stock Unit	$0.00	A	106.0062	Acquired		Common (106.0062)	Direct
2006-03-31	Phantom Stock Unit (Rest. Stock)	$0.00	A	0.3163	Acquired		Common (0.3163)	Direct

Footnotes

F1: 1 for 1

F2: 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.

F3: 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.