PROGRESSIVE CORP/OH/ — Director's Dealing 2006

Jan 24, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2006-01-20

Reporting Person: DAVIS CHARLES A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-01-20	Common	M	1113.9428	$0.00	Acquired	33705.9428	Direct
2006-01-20	Common	D	0.9428	$117.80	Disposed	33705.	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-20	Phantom Stock Unit (Rest. Stock)	$0.00	M	1113.9428	Disposed	2006-01-20	Common (1113.9428)	Direct

Footnotes

F1: 1 for 1

F2: 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.