PROGRESSIVE CORP/OH/ — Director's Dealing 2006

Jan 26, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2006-01-24

Reporting Person: BAUER ALAN R (Group President -)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-24	Deferred Comp Unit	$0.00	I	2582.91	Disposed	2006-01-24	Common (2582.91)	Direct

Footnotes

F1: 1 for 1

F2: The third party administrator of the Deferred Compensation
Plan (the 'Plan') should have made the distribution to the
reporting person on January 13, 2006, but was unable to do
so until January 24, 2006 due to an administrative error.
Thus, although the reporting person's right to receive the
distribution under the Plan was not fixed until January 24,
2006, the distribution was calculated based on the January
13, 2006 closing price in order to ensure that the proper
amount was distributed to the reporting person. The third
party administrator paid the difference between the January
24, 2006 distribution amount and the proceeds generated by
the Plan's sale of the number of Common Shares shown in
Column 7 on January 24, 2006.

F3: Immediately