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As filed with the Securities and Exchange Commission on April 14, 1995

                                                       Registration No. 33-33240
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 1
                                       to
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                          THE PROGRESSIVE CORPORATION
             (Exact name of registrant as specified in its charter)


                 OHIO                           34-0963169
(State or other jurisdiction of         (I.R.S. Employer Identification 
incorporation or organization)           Number)




             6300 Wilson Mills Road, Mayfield Village, Ohio  44143
            (Address of Principal Executive Offices)      (Zip Code)



                          THE PROGRESSIVE CORPORATION
                              1989 INCENTIVE PLAN
                            (Full title of the plan)

                         David M. Schneider, Secretary
                          The Progressive Corporation
                             6300 Wilson Mills Road
                         Mayfield Village, Ohio  44143
                    (Name and address of agent for service)

                                 (216) 461-5000
         (Telephone number, including area code, of agent for service)



         Pursuant to Rule 416(a) under the Securities Act of 1933, the amount
of securities registered under the Registration Statement shall include an
indeterminate number of additional Common Shares that may become issuable
pursuant to the anti-dilution provisions of the Plan.

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                         POST-EFFECTIVE AMENDMENT NO. 1

                                       TO

                        FORM S-8 REGISTRATION STATEMENT

                    - - - - - - - - - - - - - - - - - - - -

                          THE PROGRESSIVE CORPORATION

                    - - - - - - - - - - - - - - - - - - - -

                      REGISTRATION COVERS SHARES ISSUABLE
                    TO PREVENT DILUTION RESULTING FROM STOCK
                SPLITS, STOCK DIVIDENDS OR SIMILAR TRANSACTIONS



   

         On December 8, 1992, The Progressive Corporation (the "Company")
effected a 3-for-1 split of the Company's Common Shares, $1.00 par value
(the "Common Shares"), in the form of a stock dividend.  As a result of this
stock split, pursuant to the anti-dilution provisions of The Progressive
Corporation 1989 Incentive Plan (the "Plan"), the number of Common Shares
issuable under the Plan was increased to three (3) Common Shares for every one
(1) Common Share reserved for issuance thereunder.  Accordingly, the Company's
Form S-8 Registration Statement (File No.  33-33240) (the "Registration
Statement") is hereby amended to confirm the registration under the Securities
Act of 1933, as amended, (the "Act") of an additional 2,700,000 Common Shares
which have been authorized and reserved for issuance under the Plan pursuant to
the anti-dilution provisions thereof, and to confirm that, as a result, a
total of 4,050,000 Common Shares issuable under the Plan are registered under
the Act pursuant to the Registration Statement.  The Registration Statement is
further amended to provide that, pursuant to Rule 416(a) under the Act, the
amount of securities registered under the Registration Statement shall include
an indeterminate number of additional Common Shares that may become issuable
pursuant to the anti-dilution provisions of the Plan.

    



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                                   SIGNATURES


         THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Post-Effective Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Mayfield
Village, Ohio, on April 14, 1995.

                                            THE PROGRESSIVE CORPORATION


                                            By:/s/David M. Schneider          
                                               -------------------------------
                                               David M. Schneider, Secretary


                 Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the date indicated
below.


         Signature                                                  Title
         ---------                                                  -----
         Peter B. Lewis*          Chairman of the Board, President and Director
- --------------------------------  (Principal Executive Officer)
         Peter B. Lewis           
                                  
                                  
         /s/Charles B. Chokel     Principal Financial Officer
- --------------------------------                                      
         Charles B. Chokel        
                                  
                                
         /s/Jeffrey W. Basch      Principal Accounting Officer
- --------------------------------
         Jeffrey W. Basch


         Milton N. Allen*         Director
- --------------------------------  
         Milton N. Allen          
                                  
                                  
         B. Charles Ames*         Director
- --------------------------------  
         B. Charles Ames          
                                  
                                  
         Stephen R. Hardis*       Director
- --------------------------------  
         Stephen R. Hardis        





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         Norman S. Matthews*        Director
- ----------------------------------                 
         Norman S. Matthews


         Donald B. Shackelford*     Director
- ----------------------------------                 
         Donald B. Shackelford


                                    Director
- ----------------------------------                
         Paul B. Sigler


Dated:  April 14, 1995




  *      David M. Schneider, by signing his name hereto, does sign this
         document on behalf of the persons indicated above pursuant to powers
         of attorney duly executed by such persons and filed as an exhibit to
         the Registration Statement.


         By:     /s/David M. Schneider                
                 David M. Schneider
                 Attorney-in-fact


         Dated:  April 14, 1995





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