Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
STEPHENS GERALD D
 2. Issuer Name and Ticker or Trading Symbol
RLI CORP [RLI] 		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)

9025 N. LINDBERGH DRIVE		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
(Street)


PEORIA, IL 61615		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 08/20/2004(1)   G 100 D $ 35.8 883,135.5211 (2) D  
Common Stock 08/20/2004(3)   G 100 D $ 37.18 883,035.5211 (2) D  
Common Stock 08/20/2004(4)   G 200 D $ 39.45 882,835.5211 (2) D  
Common Stock 09/02/2004   G 300 D $ 36 882,535.5211 (2) D  
Common Stock 12/13/2004   G 200 D $ 41.54 884,428.3253 (2) D  
Common Stock             51.2365 I By Empl.Stock Ownership Plan
Common Stock             12,321.7828 I By Executive Deferred Comp
Common Stock             113,634.5921 (5) I By Key Emp. Benefit Plan
Common Stock 08/20/2004(3)   G 100 A $ 37.18 32,582.062 (6) I By Trust for Grandchildren
Common Stock 08/20/2004(4)   G 100 A $ 39.45 32,682.062 (6) I By Trust for Grandchildren
Common Stock 09/02/2004   G 300 A $ 36 32,982.062 (6) I By Trust for Grandchildren
Common Stock 12/13/2004   G 200 A $ 41.54 33,298.0386 (6) I By Trust for Grandchildren
Common Stock 08/20/2004(7)   J(7) 3,692.056 D $ 0 0 (8) I By Trust for Mother
Common Stock 08/20/2004   J(7) 3,692.056 A $ 0 3,692.056 I By Trust for Sister
Common Stock             60,356 I By Wife
Common Stock             151,481.0046 I G.D. Stephens Grantor Retained Annuity Trust
Common Stock             10,098.7338 I H.M. Stephens Grantor Retained Annuity Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option $ 15.9063           05/06/2000 05/06/2009 Common Stock
61,400
  61,400
D
 
Stock Option $ 8.24           05/11/1996 05/11/2005 Common Stock
66,038
  66,038 (9)
D
 
Stock Option $ 9.15           05/02/1997 05/02/2006 Common Stock
54,252
  54,252 (9)
D
 
Stock Option $ 13           05/01/1998 05/01/2007 Common Stock
83,002
  83,002 (9)
D
 
Stock Option $ 15.7813           05/04/2001 05/04/2010 Common Stock
56,000
  56,000
D
 
Stock Option $ 20.05           05/03/2001 05/03/2011 Common Stock
1,800
  1,800
D
 
Stock Option $ 21.1           05/07/1999 05/07/2008 Common Stock
82,500
  82,500
D
 
Stock Option $ 29.405           05/01/2003 05/01/2012 Common Stock
1,800
  1,800
D
 
Stock Option $ 29.55           05/01/2004 05/01/2013 Common Stock
1,800
  1,800
D
 
Stock Option $ 34.55           05/03/2005 05/03/2014 Common Stock
1,800
  1,800
D
 
Stock Option $ 40.39           02/02/2005 02/02/2014 Common Stock
1,800
  1,800
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STEPHENS GERALD D
9025 N. LINDBERGH DRIVE
PEORIA, IL 61615		   X      

Signatures

Gerald D Stephens 02/02/2005
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(4) Transaction occurred 04/05/04; however, due to software to internet-based conversion on 08/19/04, transaction could not be entered into system until 08/20/04.
(8) Ownership reflects dividend reinvestment.
(5) Ownership reflects dividend reinvestment.
(7) Transaction occurred 08/10/04; however due to software to internet-based conversion on 08/19/04, transaction could not be entered into system until 08/20/04. Shares previously held in Mother's Trust. Shares transferred to the Balsora L. Stephens Trust FBO Melba L. Kuntz, G. D. Stephens, Trustee
(6) Ownership reflects dividend reinvestment.
(9) Options balance adjusted to reflect 2 additional options received pursuant to the 1995 and 1998 stock splits.
(3) Transaction occurred 07/12/04; however, due to software to internet-based conversion on 08/19/04, transaction could not be entered into system until 08/20/04.
(2) Ownership reflects dividend reinvestment.
(1) Transaction occurred 06/15/04; however, due to software to internet-based conversion on 08/19/04, transaction could not be entered into system until 08/20/04.

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