<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
The Progressive Corporation (an Ohio corporation)
- - --------------------------------------------------------------------------------
(Name of Issuer)
Common Shares, $1.00 Par Value
------------------------------------------------------------
(Title of Class of Securities)
743315 10 3
----------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 4 Pages
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<TABLE>
<CAPTION>
CUSIP No. 654885102 13G Page 2 of 4 Pages
---------- ----- -----
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter B. Lewis
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER
NUMBER OF
SHARES 10,026,229 **
BENEFICIALLY
OWNED BY
EACH 6 SHARED VOTING POWER
REPORTING
PERSON
WITH -0- **
7 SOLE DISPOSITIVE POWER
10,026,229 **
8 SHARED DISPOSITIVE POWER
-0- **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,026,229 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**As of 12/31/94. Includes 337,500 Common Shares held by Mr. Lewis, as Trustee of a trust
established for his brother and 549,414 Common Shares held by a charitable corporation of
which Mr. Lewis is a trustee and an officer. Mr. Lewis disclaims any beneficial interest with
respect to all such shares. Also includes 75,000 shares which Mr. Lewis has the right to
acquire under stock options that were exercisable as of 12/31/94 or that will become
exercisable within 60 days thereafter. Also includes 13,417 Common Shares held in an account
for Mr. Lewis under the issuer's Retirement Security Program as of 12/31/94.
</TABLE>
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SCHEDULE 13G
------------
Item 1(a) Name of Issuer:
- - --------- --------------
The name of the issuer is The Progressive Corporation (the
"Issuer").
Item 1(b) Address of Issuer's Principal Executive Offices:
- - --------- -----------------------------------------------
The address of the Issuer's principal executive offices is
6300 Wilson Mills Road, Mayfield Village, Ohio 44143-2182.
Item 2(a) Name of Person Filing:
- - --------- ---------------------
The name of the person filing this Schedule 13G is Peter B.
Lewis.
Item 2(b) Address of Principal Business Office or, if none, Residence:
- - --------- -----------------------------------------------------------
The address of the principal business office of Peter B. Lewis
is 6300 Wilson Mills Road, Mayfield Village, Ohio 44143.
Item 2(c) Citizenship:
- - --------- -----------
Peter B. Lewis is a United States citizen.
Item 2(d) Title of Class of Securities:
- - --------- ----------------------------
The class of securities which is the subject of this Schedule
13G is Common Shares, $1.00 par value, of the Issuer.
Item 2(e) CUSIP Number:
- - --------- ------------
The CUSIP number for such class of securities is 743315 10 3.
Item 3 Not Applicable.
- - ------
Item 4 Ownership
- - ------ ---------
(a) Amount Beneficially Owned 10,026,229**
(b) Percent of Class 14.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
10,026,229**
(ii) shared power to vote or to direct the vote
-0-
(iii) sole power to dispose or to direct the
disposition of 10,026,229**
(iv) shared power to dispose or to direct the
disposition of -0-
** See footnote on page 2.
Page 3 of 4 Pages
<PAGE> 4
Item 5 Ownership of Five Percent or Less of a Class:
- - ------ --------------------------------------------
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another
- - ------ --------------------------------------------------------
Person:
------
Not Applicable.
Item 7 Identification and Classification of the Subsidiary Which
- - ------ ---------------------------------------------------------
Acquired the Security Being Reported on By the Parent Holding
-------------------------------------------------------------
Company:
-------
Not Applicable.
Item 8 Identification and Classification of Members of the Group:
- - ------ ---------------------------------------------------------
Not Applicable.
Item 9 Notice of Dissolution of Group:
- - ------ ------------------------------
Not Applicable.
Item 10 Certification:
- - ------- -------------
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: January 30, 1995
Signature: /s/ Peter B. Lewis
_________________________________________
Name/Title: Peter B. Lewis
Page 4 of 4 Pages
