Edgar Filing: PROGRESSIVE CORP/OH/

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LEWIS PETER B

2. Issuer Name and Ticker or Trading Symbol
PROGRESSIVE CORP/OH/ [PGR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman of Board

(Last)

(First)

(Middle)

6300 WILSON MILLS ROAD

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2005

(Street)

MAYFIELD VILLAGE, OH 44143

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	08/15/2005		G	V	10	D	$ 0	7,828	D
Common	09/23/2005		J⁽¹⁾		25,132	A	$ 0	32,960	D
Common	09/26/2005		G	V	26,683	D	$ 0	6,277	D
Common	09/28/2005		J⁽¹⁾		3,368	A	$ 0	9,645	D
Common								49,759.876	I	401(k) Plan
Common	09/30/2005		S⁽²⁾		9,281.1	D	$ 96.41	0	I	As GP of Lewis Children LP III
Common	09/30/2005		S⁽³⁾		9,478.4	D	$ 96.41	0	I	By Lewis Children IV, LLC
Common	09/30/2005		S⁽⁴⁾		9,042.8	D	$ 96.41	0	I	By Lewis Children V, LLC
Common	09/30/2005		S⁽⁵⁾		2,455.7	D	$ 96.41	0	I	By Lewis Children VI, LLC
Common	09/30/2005		J⁽⁶⁾		499,500	D	$ 0	0	I	By Lewis Children VII, LLC
Common	09/23/2005		J⁽¹⁾		25,132	D	$ 0	12,137,023	I	By PBL Investments, LP
Common	09/28/2005		J⁽¹⁾		3,368	D	$ 0	12,133,655	I	By PBL Investments, LP
Common	09/30/2005		J⁽⁶⁾		499,500	A	$ 0	12,633,155	I	By PBL Investments, LP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LEWIS PETER B 6300 WILSON MILLS ROAD MAYFIELD VILLAGE, OH 44143	X		Chairman of Board

Signatures

David M. Coffey, by Power of Attorney		10/04/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Distribution of shares to reporting person from limited partnership which is wholly owned by reporting person, directly or indirectly, effecting a change in beneficial ownership exempt under Rule 16a-13.
(2)	Represents the sale by the reporting person of all of his interests in Lewis Children LP III.
(3)	Represents the sale by the reporting person of all of his interests in Lewis Children IV, LLC.
(4)	Represents the sale by the reporting person of all of his interests in Lewis Children V, LLC.
(5)	Represents the sale by the reporting person of all of his interests in Lewis Children VI, LLC.
(6)	The reporting person was the owner of a 99.9% non-voting membership interest in Lewis Children VII, LLC (the 'LLC'), which was liquidated on September 30, 2005. These entries report the resulting distribution of common Shares from the liquidated LLC to a limited partnership which is wholly owned by the reporting person, directly or indirectly, effecting a change in beneficial ownership exempt under Rule 16a-13.

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