FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * MATTHEWS NORMAN S	2. Issuer Name and Ticker or Trading Symbol PROGRESSIVE CORP/OH/ [ PGR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) 650 MADISON AVENUE, 23RD FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 12/31/2003
(Street) NEW YORK, NY 10022 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 1/5/2004	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YYYY)	2A. Deemed Execution Date, if any (MM/DD/YYYY)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (MM/DD/YYYY)

3A. Deemed Execution Date, if any (MM/DD/YYYY)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock Unit

(1)

12/31/2003

A

108.812   (2)

(3)

(3)

Common

108.812

$83.59

3932.7281   (4)

D

Explanation of Responses:
( 1)	1 for 1
( 2)	On December 31, 2003, the Reporting Person was erroneously credited with 132.755 phantom stock units, when he should have been credited with 108.812 units. On February 10, 2003, the Company retroactively corrected the error and adjusted the Reporting Person's phantom stock account, as reported on this Amended Form 4.
( 3)	The phantom stock units will be distributed in cash at the time elected by the Reporting Person, subject to the vesting provisions of the Plan.
( 4)	The Reporting Person was also erroneously over-credited with 33.7211 phantom stock units on March 31, 2003, and with 28.9491 units on September 30, 2003. In addition, the Reporting person was erroneously under-credited by 6.8284 units on June 30, 2003. On February 10, 2004, the Company retroactively corrected these errors, and the resulting adjustments are reflected in the total units held as of December 31, 2003, as reported on this Amended Form 4.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MATTHEWS NORMAN S 650 MADISON AVENUE, 23RD FLOOR NEW YORK, NY 10022 X

Signatures /s/ David M. Coffey, by Power of Attorney 2/12/2004 ** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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