This document consists of one cover page and three pages.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 11
RLI Corp.
Name of Issuer
Common Stock $1.00 Par Value
Title of Class of Securities
749607 10 7
CUSIP NUMBER
____________________________________
No Fee is being paid with this statement.
____________________________________
1) Name of Reporting Person and Social Security Number:
Gerald D. Stephens, Social Security Number ###-##-####
2) Check appropriate Box if Member of a Group:
Not applicable
3) SEC use only
4) Citizenship:
United States
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Number of Shares Beneficially Owned by Reporting Person with:
5) Sole Voting Power:
583,053 Shares
6) Shared Voting Power:
As of December 31, 1995, the RLI Corp. Key Employee Excess Benefit
Plan has allocated 22,610 shares of the Common Stock of RLI Corp.
to the account of Gerald D. Stephens ("Key Employee"). All such
Common Stock in the said Plan is voted by RLI Corp. Gerald D.
Stephens is President and Chief Executive Officer of RLI Corp. All
beneficial interest in such Common Stock is otherwise vested in the
Key Employee or his designated beneficiary. RLI Corp. and the
Trustee disclaim beneficial ownership in the Common Stock owned by
the Key Employee Excess Benefit Plan.
7) Sole Dispositive Power
583,053 shares
8) Shared Dispositive Power:
The RLI Corp. Employee Stock Ownership Plan and Trust ("ESOP")
owns 1,410,290 shares (18.0%) of the Common Stock of RLI Corp.
Under the terms of the ESOP, RLI Corp., as Plan Administrator,
determines the distribution of shares according to the provisions
of the Plan to eligible vested participants or their
beneficiaries. Gerald D. Stephens is President and Chief
Exective Officer of RLI Corp.
9) Aggregate Amount Beneficially Owned by Reporting Person:
605,663
10) The amount in row (9) excludes certain shares as to which
beneficial ownership is disclaimed.
36,000 (See note below)
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11) Percent of Class Represented by Shares Beneficially Owned:
7.7%
12) Type of Reporting Person:
IN
NOTE TO ITEM 10: Mr. Stephens disclaims any beneficial interest in
the 28,143 shares owned by his wife, Helen M. Stephens. Mr. Stephens
also disclaims any beneficial interest in 6,562 shares owned by his
grandchildren, in uniform transfer to minors accounts of which he is
custodian. Upon the death of his father, Gerald D. Stephens became
trustee of a trust which owns 1,295 shares of Common Stock. Mr.
Stephens' mother is entitled to the income and corpus of the trust,
and Mr. Stephens disclaims any beneficial interest in the trust.
Item 1(a) Name of Issuer:
RLI Corp.
Item 1(b) Address of Issuer's Principal Executive Offices:
9025 North Lindbergh Drive, Peoria, IL 61615
Item 2(a) Name of Person Filing:
Gerald D. Stephens
Item 2(b) Address of Principal Business Office:
9025 North Lindbergh Drive, Peoria, IL 61615
Item 2(c) Citizenship:
United States
Item 2(d) Title of Class of Securities:
Common Stock $1.00 Par Value
<PAGE>
Item 2(e) CUSIP Number:
749607 10 7
Item 3 This statement is filed pursuant to Regulation 13D-G,
Section 13d-1(c).
Item 4 Ownership:
Incorporated by reference to Items 5) through 11) of the cover
page
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable
Item 6 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
Not applicable
Item 7 Identification and Classification of Members of the Group:
Not applicable
Item 8 Notice of Dissolution of the Group:
Not applicable
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.
/s/ Gerald D. Stephens
_____________________________
Gerald D. Stephens
Date: 01/30/96
