PROGRESSIVE CORP/OH/ — Director's Dealing 2006

Mar 16, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2006-03-15

Reporting Person: MATTHEWS NORMAN S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-03-15	Common	D	1142.	$0.00	Disposed	39553.	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-03-15	Phantom Stock Unit (Rest. Stock)	$0.00	A	1142.	Acquired		Common (1142.)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	1500.	Indirect

Footnotes

F1: The reporting person elected to defer receipt of previously
granted restricted Common Shares upon vesting thereof. This
Form 4 reports the disposition of such restricted shares in
exchange for an equal number of phantom stock units under
the applicable deferred compensation plan.

F2: 1 for 1

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.