SCHEDULE SC 13G/A
Under the Securities Exchange Act of 1934
(Amendment No.2)
Progressive Corp.
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(Name of Issuer)
Common
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(Title of Class of Securities)
743315103
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(CUSIP Number)
Check the following box if a fee is being paid with this statement /_/.
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other previsions of
the Act (however, see the Notes)
Item 1(a) NAME OF ISSUER
Progressive Corp.
Item 1(b) ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES
6300 Wilson Mills Road
Mayfield Village, Ohio 44143
Item 2(a) NAME OF PERSON FILING
Davis Selected Advisers, L.P.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE
2949 East Elvira Road, Suite 101
Tucson, Arizona 85706
Item 2(c) CITIZENSHIP
Colorado Limited Partnership
Item 2(d) TITLE OF CLASS OF SECURITIES
Common
Item 2(e) CUSIP NUMBER
743315103
Item 3 FIELD PURSUANT TO RULE 13d-1(b)
(e) [X] Investment Adviser registered under Section 203 of the
Investment
Advisers Act of 1940
Item 4 OWNERSHIP
(a) Amount beneficially owned: 20,295,398 shares
(b) Percent of class: 10.14%
(i) sole power to vote or to direct the vote
Davis Selected Advisers,L.P. 20,295,398 shares
(ii) shared power to vote to direct the vote
N/A
(iii) sole power to dispose or to direct the disposition of
Davis Selected Advisers, L.P. 20,295,398 shares
(iv) shared power to dispose or to direct the disposition of
N/A
Item 5 Not applicable
Item 6 Not applicable
Item 7 Not applicable
Item 8 Not applicable
Item 9 Not applicable
Item 10 CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer or
such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
SIGNATURE /s/ Anthony Frazia
PRINT Anthony Frazia, Compliance Officer/Director of
Institutional Operations, Compliance and Risk
Management
DATE December 31, 2004