RLI CORP — Director's Dealing 2005

Feb 8, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RLI CORP (RLI)
CIK: 0000084246
Period of Report: 2005-02-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-07	Common Stock	M	3046	$8.24	Acquired	5713.7709	Direct
2005-02-07	Common Stock	F	560	$44.83	Disposed	5153.7709	Direct
2005-02-07	Common Stock	J	109.2201	$44.7631	Acquired	26949.8353	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-07	Stock Option	$8.24	M	3046	Disposed	2005-05-11	Common Stock (3046)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3652.5888	Indirect
Common Stock	1260.312	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$15.9063	2009-05-06	Common Stock (7400)	7400	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
Stock Option	$29.55	2013-05-01	Common Stock (5000)	5000	Direct
Stock Option	$35.08	2014-05-06	Common Stock (4000)	4000	Direct

Footnotes

F4: Ownership reflects dividend reinvestment.

F2: Shares allocated pursuant to the RLI Corp. Employee Stock Ownership Plan.

F3: Ownership reflects shares allocated to ESOP participant's account and dividend reinvestment.

F5: Ownership reflects dividend reinvestment.

F1: Ownership reflects dividend reinvestment.