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 * OVERMAN EDWIN S   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) 573 BOB WHITE ROAD 3. Date of Earliest Transaction (Month/Day/Year) 12/20/2004 (Street) WAYNE, PA 19087 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 12/21/2004   A(1)   367 A $ 40.8 764.401 D   Common Stock 12/20/2004   J(2)   236.4939 A $ 40.3218 68,486.8403 (3) I By 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

Stock Option

$ 9.15

05/02/1997

05/02/2006

Common Stock

7,500

7,500

D

Stock Option

$ 13.95

02/03/1998

02/03/2007

Common Stock

1,500

1,500

D

Stock Option

$ 16.5938

02/01/2000

02/01/2009

Common Stock

3,000

3,000

D

Stock Option

$ 19.6

02/02/1999

02/02/2008

Common Stock

1,500

1,500

D

Stock Option

$ 22.7

02/01/2002

02/01/2011

Common Stock

3,600

3,600

D

Stock Option

$ 22.75

02/01/2003

02/01/2012

Common Stock

1,800

1,800

D

Stock Option

$ 27.51

02/03/2004

02/03/2013

Common Stock

1,800

1,800

D

Stock Option

$ 40.39

02/02/2005

02/02/2014

Common Stock

3,600

3,600

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
OVERMAN EDWIN S 573 BOB WHITE ROAD WAYNE, PA 19087	X

Signatures

Edwin S Overman		12/22/2004
**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).
(1)	Issued pursuant to the RLI Corp. Nonemployee Directors' Stock Plan
(3)	Ownership reflects dividend reinvestment.
(2)	The securities herein were allocated to my account pursuant to the RLI Corp. Directors' Irrevocable Trust Agreement.

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