RLI CORP — Director's Dealing 2004

Feb 13, 2004

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: RLI CORP (RLI)
CIK: 0000084246
Period of Report: 2003-12-31

Reporting Person: NEBEL MARY BETH (Vice President/General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-05-01	Stock Option	$29.55	A	5000	Acquired	2013-05-01	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2624.9108	Direct
Common Stock	1240.062	Indirect
Common Stock	25427.4725	Indirect
Common Stock	3593.8985	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$8.24	2005-05-11	Common Stock (3046)	3046	Direct
Stock Option	$9.15	2006-05-02	Common Stock (2000)	2000	Direct
Stock Option	$15.7813	2010-05-04	Common Stock (7000)	7000	Direct
Stock Option	$20.05	2011-05-03	Common Stock (6000)	6000	Direct
Stock Option	$21.1	2008-05-07	Common Stock (1929)	1929	Direct
Stock Option	$29.335	2012-05-02	Common Stock (6000)	6000	Direct
Option	$15.9063	2009-05-06	Common Stock (7400)	7400	Direct

Footnotes

F1: Ownership reflects dividend reinvestment.

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