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 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. Date of Earliest Transaction (Month/Day/Year) 02/01/2005 (Street) PEORIA, IL 61615 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(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 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 Common Stock               935,310.2145 (1) D   Common Stock 02/01/2005   J(2)   38.4264 A $ 44.0756 89.6629 I By Empl.Stock Ownership Plan Common Stock               12,365.039 I By Executive Deferred Comp Common Stock 02/01/2005   J(3)   473.3268 A $ 43.7168 114,501.6507 (4) I By Key Emp. Benefit Plan Common Stock               33,413.5574 (5) I By Trust for Grandchildren Common Stock               3,692 I By Trust for Sister Common Stock               60,356 I By Wife Common Stock               152,006.5284 I G.D. Stephens Grantor Retained Annuity Trust Common Stock               10,133.7687 I H.M. Stephens Grantor Retained Annuity Trust

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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 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

Option

$ 15.9063

05/06/2000

05/06/2009

Common Stock

61,400

61,400

D

Stock Option

$ 9.15

05/02/1997

05/02/2006

Common Stock

54,252

54,252 (6)

D

Stock Option

$ 13

05/01/1998

05/01/2007

Common Stock

83,002

83,002 (6)

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

Stock Option

$ 43.97

02/01/2005

A

1,800

02/01/2006

02/01/2015

Common Stock

1,800

$ 43.97

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)	Ownership reflects dividend reinvestment.
(3)	The securities herein were allocated to my acct. pursuant to the Gerald D. Stephens RLI Corp. Key Employee Excess Benefit Plan.
(2)	Shares allocated pursuant to the RLI Corp. Employee Stock Ownership Plan.
(5)	Ownership reflects dividend reinvestment.
(6)	Options balance adjusted to reflect 2 additional options received pursuant to the 1995 and 1998 stock splits.
(1)	Ownership reflects dividend reinvestment.

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