RLI CORP — Director's Dealing 2004

Dec 13, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RLI CORP (RLI)
CIK: 0000084246
Period of Report: 2004-12-10

Reporting Person: MICHAEL JONATHAN E (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-10	Common Stock	M	5838	$8.24	Acquired	78794.2562	Direct
2004-12-10	Common Stock	M	5000	$9.15	Acquired	83794.2562	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-10	Stock Option	$8.24	M	5838	Disposed	2005-05-11	Common Stock (5838)	Direct
2004-12-10	Stock Option	$9.15	M	5000	Disposed	2006-05-02	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	58222.4261	Indirect
Common Stock	31134.3769	Indirect
Common Stock	13530.0564	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$15.9063	2009-05-06	Common Stock (6290)	6290	Direct
Stock Option	$13	2007-05-01	Common Stock (21000)	21000	Direct
Stock Option	$15.7813	2010-05-04	Common Stock (56000)	56000	Direct
Stock Option	$20.05	2011-05-03	Common Stock (60000)	60000	Direct
Stock Option	$21.1	2008-05-07	Common Stock (38502)	38502	Direct
Stock Option	$29.335	2012-05-02	Common Stock (60000)	60000	Direct
Stock Option	$29.55	2013-05-01	Common Stock (60000)	60000	Direct
Stock Option	$35.08	2014-05-06	Common Stock (60000)	60000	Direct

Footnotes

F1: Ownership reflects dividend reinvestment.

F2: Ownership reflects shares allocated to ESOP participant's account and dividend reinvestment.

F5: Options balance adjusted to reflect 2 additional options received pursuant to the 1995 and 1998 stock splits.

F4: Ownership reflects dividend reinvestment.

F3: Ownership reflects dividend reinvestment.