RLI CORP — Director's Dealing 2005

Feb 2, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RLI CORP (RLI)
CIK: 0000084246
Period of Report: 2005-02-01

Reporting Person: STEPHENS GERALD D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-01	Common Stock	J	38.4264	$44.0756	Acquired	89.6629	Indirect
2005-02-01	Common Stock	J	473.3268	$43.7168	Acquired	114501.6507	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-01	Stock Option	$43.97	A	1800	Acquired	2015-02-01	Common Stock (1800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	935310.2145	Direct
Common Stock	12365.039	Indirect
Common Stock	33413.5574	Indirect
Common Stock	3692	Indirect
Common Stock	60356	Indirect
Common Stock	152006.5284	Indirect
Common Stock	10133.7687	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$15.9063	2009-05-06	Common Stock (61400)	61400	Direct
Stock Option	$9.15	2006-05-02	Common Stock (54252)	54252	Direct
Stock Option	$13	2007-05-01	Common Stock (83002)	83002	Direct
Stock Option	$15.7813	2010-05-04	Common Stock (56000)	56000	Direct
Stock Option	$20.05	2011-05-03	Common Stock (1800)	1800	Direct
Stock Option	$21.1	2008-05-07	Common Stock (82500)	82500	Direct
Stock Option	$29.405	2012-05-01	Common Stock (1800)	1800	Direct
Stock Option	$29.55	2013-05-01	Common Stock (1800)	1800	Direct
Stock Option	$34.55	2014-05-03	Common Stock (1800)	1800	Direct
Stock Option	$40.39	2014-02-02	Common Stock (1800)	1800	Direct

Footnotes

F4: Ownership reflects dividend reinvestment.

F3: The securities herein were allocated to my acct. pursuant to the Gerald D. Stephens RLI Corp. Key Employee Excess Benefit Plan.

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

F5: Ownership reflects dividend reinvestment.

F6: Options balance adjusted to reflect 2 additional options received pursuant to the 1995 and 1998 stock splits.

F1: Ownership reflects dividend reinvestment.