8-K

UNITED STATES 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)  April 20, 2007

THE PROGRESSIVE CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	1-9518	34-0963169
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification
incorporation)		No.)

6300 Wilson Mills Road, Mayfield Village, Ohio	44143
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code  440-461-5000

                                       Not Applicable                                     

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On April 20, 2007, the Company issued a press release announcing the results of its Annual Meeting of Shareholders, including the shareholders’ approval of:

• The Progressive Corporation 2007 Executive Bonus Plan (the “2007 Plan”); and

• An amendment (the “Amendment”) to The Progressive Corporation 2003 Incentive Plan to modify the definition of the term “performance goals” set forth therein.

Detailed descriptions of the 2007 Plan and the Amendment, and the amounts payable to named executive officers thereunder, can be found in the Company’s Proxy Statement dated March 9, 2007. A copy of the press release is attached hereto as Exhibit 99.

Item 7.01 Regulation FD Disclosure.

See the information provided under Item 5.02 above and on the attached Exhibit 99.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See exhibit index on page 4.

2

SIGNATURES

     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 hereunto duly authorized.

Dated: April 20, 2007

THE PROGRESSIVE CORPORATION
By:	/s/ Jeffrey W. Basch
Name: Title:	Jeffrey W. Basch Vice President and Chief Accounting Officer

3

EXHIBIT INDEX

Exhibit No.
Under Reg.	Form 8-K
S-K Item	Exhibit
601	No.		Description
(99)		99	Press Release dated April 20, 2007, reporting results of the Company’s 2007 Annual Meeting of Shareholders on April 20, 2007

EX-99

Exhibit 99

NEWS
RELEASE

The Progressive Corporation	Company Contact:
6300 Wilson Mills Road	Patrick Brennan
Mayfield Village, Ohio 44143	(440) 395-2370
http://www.progressive.com

PROGRESSIVE ANNOUNCES ANNUAL MEETING RESULTS

MAYFIELD VILLAGE, OHIO — April 20, 2007 — At the Annual Meeting of Shareholders of The Progressive Corporation today, Progressive’s shareholders:

• re-elected the following director to serve a one-year term:

o Abby F. Kohnstamm

• re-elected the following four directors, each to serve a three-year term:

o Peter B. Lewis

o Patrick H. Nettles

o Glenn M. Renwick

o Donald B. Shackelford

• approved The Progressive Corporation 2007 Executive Bonus Plan;

• approved a proposal to amend The Progressive Corporation 2003 Incentive Plan to modify the definition of the term “performance goals” set forth therein; and

• ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2007.

About Progressive

The Progressive Group of Insurance Companies, in business since 1937, is the country’s third largest auto insurance group and largest seller of motorcycle and personal watercraft policies based on premiums written, and is a market leader in commercial auto insurance.

Progressive is committed to becoming consumers’ #1 choice for auto insurance by providing competitive products and rates that meet drivers’ needs throughout their lifetimes, superior online and in-person customer service, and best-in-class, 24-hour claims service, including our concierge level of claims service available at service centers throughout the United States.

Progressive companies offer consumers choices in how to shop for, buy and manage their auto insurance policies. The Agency Business sells Progressive Drive Insurance private passenger auto insurance through more than 30,000 independent agencies. To find an agent, go to www.driveinsurance.com. The Direct Business sells Progressive Direct^® private passenger auto insurance online at www.progressive.com and by phone at 1-800-PROGRESSIVE. Both businesses also offer Progressive’s other insurance products, including Progressive Commercial, Progressive Motorcycle and Progressive Boat. Each business makes independent decisions about private passenger auto insurance product design and pricing. Progressive and Drive are registered trademarks.

The Common Shares of The Progressive Corporation, the Mayfield Village, Ohio-based holding company, are publicly traded at NYSE:PGR. For more information, please visit www.progressive.com.

-1-