OHIO CASUALTY CORP
8-K, 1997-11-25
FIRE, MARINE & CASUALTY INSURANCE
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		     SECURITIES AND EXCHANGE COMMISSION
			 Washington, D. C.   20549


				 FORM 8-K


			      CURRENT REPORT

		    Pursuant to Section 13 or 15(d) of
		    The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)  November 25, 1997


Commission File Number 0-5544

			  OHIO CASUALTY CORPORATION
	    (Exact name of registrant as specified in its charter)

				   OHIO
	(State or other jurisdiction of incorporation or organization)

				31-0783294
		  (I.R.S. Employer Identification No.)

		 136 North Third Street, Hamilton, Ohio
		 (Address of principal executive offices)

				  45025
				(Zip Code)

			     (513) 867-3000
		     (Registrant's telephone number)

			      Not Applicable
       (Former name or former address, if changed since last report)










			   Exhibit Index - Page 4

			     Page 1 of 4 Pages
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<PAGE>     2

ITEM 5.   Other Events
- -------   ------------


	     See the attached press release dated November 25, 1997,
	     announcing the completion of the initial assumption closing with 
	     Great Southern Life Insurance Company related to the 
	     Corporation's sale of its life insurance business to Great 
	     Southern in 1995.

	     A copy of the press release is attached hereto and is 
	     incorporated herein by reference as Exhibit 99.1.


 







				Page 2 of 4 Pages
<PAGE>   3

ITEM 7.   Financial Statements, Pro Forma Financial Information and Exhibits
- -------   ------------------------------------------------------------------

	  Exhibits

	    99.1        Press release dated November 25, 1997, announcing the 
		    settlement  with Great Southern Life Insurance Company.













				  SIGNATURE


   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.




						OHIO CASUALTY CORPORATION
						----------------------------
						       (Registrant)




November 25, 1997                               /s/ Barry S. Porter
						----------------------------
						Barry S. Porter, CFO/Treasurer
					       (on behalf of Registrant and as 
						Principal Accounting Officer)





				 Page 3 of 4 Pages

<PAGE>     4
				  EXHIBIT INDEX


			     Current Report on Form 8-K
			      Dated  November 25, 1997


			      Ohio Casualty Corporation


Exhibit No.        Description
- -----------        -----------

   99.1            Press release dated November 25, 1997, announcing the 
		   settlement with Great Southern Life Insurance Company.














			       Page 4 of 4 Pages

<PAGE>     1
						       Exhibit 99.1

FOR IMMEDIATE RELEASE                        Contact: Dale Thatcher
						      513-867-3034



		   OHIO CASUALTY CORPORATION 
		     ANNOUNCES SETTLEMENT


HAMILTON, Ohio, November 24, 1997  ---  Ohio Casualty Corporation 
announced today that it has completed the initial assumption closing 
with Great Southern Life Insurance Company related to the 
Corporation's sale of its life insurance business to Great Southern 
in 1995.  Approximately 70% of the life insurance business was 
legally assumed by Great Southern with an additional 20% scheduled 
to be assumed before year end.  As a result of the assumption, fourth 
quarter net income for the Corporation will be positively impacted 
by the partial recognition of unamortized ceding commission from the 
original sale.  The actual amount will depend on the timing of the 
remaining assumptions; however, it is expected the Corporation will 
recognize between $6.8 million and $9.0 million in before-tax income.  
The after-tax impact will be between $4.4 million or $.13 per share and 
$5.9 million, or $.17 per share.

Concurrently with the assumption, the two companies jointly terminated 
their life insurance marketing agreement and substituted Ohio Casualty 
Corporation for Ohio Casualty Insurance Company on their Investment 
Management Agreement.


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