UNITED STATES

FORM 8-K

CURRENT REPORT

Date of Report (Date of earliest event reported) March 17, 2005

THE PROGRESSIVE CORPORATION

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Registrant’s telephone number, including area code 440-461-5000

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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TABLE OF CONTENTS

Item 1.01 Entry into Material Definitive Agreements
Item 7.01 Regulation FD Disclosure
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-10(A) Third Amendment to Executive Deferred Comp Plan
EX-99 News Release

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Table of Contents

Item 1.01 Entry into Material Definitive Agreements

Effective March 17, 2005, The Progressive Corporation Executive Deferred Compensation Plan (2003 Amendment and Restatement), as amended, has been further amended by a Third Amendment thereto. A copy of the Third Amendment is attached hereto as Exhibit 10(A).

Item 7.01 Regulation FD Disclosure

On March 17, 2005, the Company issued a News Release containing financial results of the Company for the month and year-to-date periods ended February 2005 (the “News Release”). A copy of the News Release is attached hereto as Exhibit 99.

Item 9.01 Financial Statements and Exhibits

(c)	Exhibits
	See exhibit index on page 4.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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EXHIBIT INDEX

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