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. 12
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
Number of Shares Beneficially Owned by Reporting Person with:
5) Sole Voting Power:
583,229 Shares
6) Shared Voting Power:
As of December 31, 1996, the RLI Corp. Key Employee Excess
Benefit Plan has allocated 24,790 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
583,229 shares
8) Shared Dispositive Power:
The RLI Corp. Employee Stock Ownership Plan and Trust ("ESOP")
owns 1,258,335 shares (16.9%) 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
Executive Officer of RLI Corp.
9) Aggregate Amount Beneficially Owned by Reporting Person:
608,019
10) The amount in row (9) excludes certain shares as to which
beneficial ownership is disclaimed.
37,127 (See note below)
11) Percent of Class Represented by Shares Beneficially Owned:
7.8%
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 7,662 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 1,322 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
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: 02/03/97
