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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G
Under the Securities Exchange Act of 1934



Amendment No.:1*


Name of Issuer:  Progressive Corporation


Title of Class of Securities:  Common Stock


CUSIP Number:  74331510-3



Check the following line 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 provisions of the Act (however, see the
Notes).

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CUSIP No.:  74331510-3

1.   NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          Janus Capital Corporation
          EIN #84-0765359

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
     a.   ___
     b.   _X_

3.   SEC USE ONLY

4.   CITIZENSHIP OF PLACE OF ORGANIZATION
          Colorado

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:

     5.   SOLE VOTING POWER
               -0-  

     6.   SHARED VOTING POWER
               5,581,400      
     
     7.   SOLE DISPOSITIVE POWER
               -0-

     8.   SHARED DISPOSITIVE POWER
               5,581,400

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          5,581,400 **

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES
          N/A
          
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
          7.8%

12.  TYPE OF REPORTING PERSON
          IA, CO

**   See Item 4 of this filing

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CUSIP No.:  74331510-3

1.   NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          Kansas City Southern Industries, Inc.
          EIN #44-0663509

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
     a.   ___
     b.   _X_

3.   SEC USE ONLY

4.   CITIZENSHIP OF PLACE OF ORGANIZATION
          Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:

     5.   SOLE VOTING POWER
               -0-

     6.   SHARED VOTING POWER
               -0-

     7.   SOLE DISPOSITIVE POWER
               -0-

     8.   SHARED DISPOSITIVE POWER
               -0-  

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          5,581,400 ** Excludes shares that may be beneficially 
                       owned by Janus Capital corporation as to  
                       which beneficial ownership is disclaimed.

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES
          N/A       
     
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
          -0-

12.  TYPE OF REPORTING PERSON
          HC, CO

**   See Item 4 of this filing

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CUSIP No.:  74331510-3

1.   NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          Thomas H. Bailey
          SS #523-60-3765

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
     a.   ___
     b.   _X_

3.   SEC USE ONLY

4.   CITIZENSHIP OF PLACE OF ORGANIZATION
          USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:

     5.   SOLE VOTING POWER
               -0-

     6.   SHARED VOTING POWER
               5,581,400

     7.   SOLE DISPOSITIVE POWER
               -0-

     8.   SHARED DISPOSITIVE POWER
               5,581,400

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          5,581,400  **

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES
          N/A

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
          7.8%

12.  TYPE OF REPORTING PERSON
          IN

**   See Item 4 of this filing

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CUSIP No.:  74331510-3

1.   NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          Janus Fund
          EIN #84-0592523

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
     a.   ___
     b.   _X_

3.   SEC USE ONLY

4.   CITIZENSHIP OF PLACE OF ORGANIZATION
          Massachusetts

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:

     5.   SOLE VOTING POWER
               -0-

     6.   SHARED VOTING POWER
               4,231,575

     7.   SOLE DISPOSITIVE POWER
               -0-

     8.   SHARED DISPOSITIVE POWER
               4,231,575      

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          4,231,575 **

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES
          N/A

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
          5.8%

12.  TYPE OF REPORTING PERSON
          IV

**   See Item 4 of this filing

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Item 1.        

     (a). Name of Issuer: Progressive Corporation ("Progressive") 

     (b). Address of Issuer's Principal Executive Offices:

          6000 Parkland Boulevard 
          Mayfield Heights, Ohio 44124   

Item 2.

(a).(b).  Name and Principal Business Address of Persons Filing:

          (1)  Janus Capital Corporation ("Janus Capital")
               100 Fillmore Street, Suite 300
               Denver, Colorado  80206-4923

          (2)  Kansas City Southern Industries, Inc. ("KCSI")
               114 West 11th Street
               Kansas City, Missouri  64105

          (3)  Thomas H. Bailey ("Mr. Bailey")
               100 Fillmore Street, Suite 300
               Denver, Colorado  80206-4923

          (4)  Janus Fund
               100 Fillmore Street, Suite 300
               Denver, CO  80206-4923

     (c). Citizenship:  Janus Capital - Colorado
                        KCSI - Delaware
                        Mr. Bailey - USA
                        Janus Fund - Massachusetts

     (d). Title of Class of Securities:  Common Stock 

     (e). CUSIP Number:  74331510-3


Item 3.   If this statement is filed pursuant to Rule 13d-1(b),
          or 13d-2(b), check whether the person filing is a:

     (a).      Broker or Dealer registered under Section 15 of 
               the Act
     (b).      Bank as defined in Section 3(a)(6) of the Act

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     (c).      Insurance Company as defined in Section 3(a)(19)
               of the Act
     (d).  X   Investment Company registered under Section 8 of
               the Investment Company Act
     (e).  X   Investment Adviser registered under Section 203
               of the Investment Advisers Act of 1940
     (f).      Employee Benefit Plan, Pension Fund which is
               subject to the provisions of the Employee
               Retirement Income Security Act of 1974 or
               Endowment Fund; see Section 240.13d-1(b)(ii)(F)
     (g).  X   Parent Holding Company, in accordance with Section
               240.13d-1(b)(ii)(G) (Note: See Item 7)
     (h).      Group, in accordance with Section 
               240.13(d)-1(b)(1)(ii)(H)

     KCSI owns approximately 81% and Mr. Bailey owns
approximately 17.6% of Janus Capital (which is a registered
investment adviser).  KCSI is filing this joint statement solely
as a result of such stock ownership which may be deemed to give
it the ability to exert control over Janus Capital.  In addition
to being a stockholder of Janus Capital, Mr. Bailey serves as
President and Chairman of the Board of Janus Capital and is
filing this joint statement with Janus Capital as a result of
such stock ownership and positions which may be deemed to enable
him to exercise control over Janus Capital.  Janus Fund is an
investment company registered under the Investment Company Act of
1940 (the "1940 Act") to which Janus Capital provides investment
advice.


Item 4.   Ownership

     (a). Amount Beneficially Owned:

          KCSI and Mr. Bailey do not own of record any shares of
          Progressive Common Stock, they have not engaged in any
          transaction in Progressive Common Stock, and they do
          not exercise any voting or investment power over
          shares of Progressive Common Stock.  However, Mr.
          Bailey may be deemed to have the power to exercise or
          to direct the exercise of such voting and/or
          dispositive power that Janus Capital may have with
          respect to Progressive Common Stock held by Janus
          Capital's individual, institutional and mutual fund
          clients, as a result of his position as Chairman of
          the Board and President of Janus Capital.  All shares
          reported herein have been acquired by such clients,
          and KCSI and Mr. Bailey specifically disclaim
          beneficial ownership over any shares of Progressive
          Common Stock that they or Janus

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          Capital may be deemed to beneficially own.

          Janus Capital is a registered investment adviser which
          furnishes investment advice to individual and
          institutional clients ("Separately Managed Accounts"),
          to Janus Investment Fund ("JIF"), series of which
          include Janus Fund, Janus Venture Fund, Janus Growth
          and Income Fund, and Janus Enterprise Fund (the "Janus
          Funds") and to Janus Aspen Series ("Aspen"), one
          series of which is Janus Aspen Series - Aggressive
          Growth Portfolio ("Aspen Aggressive Growth").  JIF 
          and Aspen are open-end management investment companies
          registered under the 1940 Act.

          Janus Capital is also a 50% owner of Idex Management,
          Inc. which serves as the investment adviser to the
          mutual funds in the IDEX Group, including IDEX Fund,
          IDEX II Growth Portfolio, IDEX II Global Portfolio,
          and IDEX Fund 3 (the "IDEX Funds"), which are open-end
          management investment companies registered under the
          1940 Act.  Janus Capital furnishes investment advice
          to Idex Management, Inc. and serves as sub-adviser to
          the IDEX Funds.

          Janus Capital serves as a sub-adviser to Western
          Reserve Life Assurance Company of Ohio which is the
          adviser to WRL Series Fund, Inc., an open-end
          management investment company registered under the
          1940 Act, portfolios of which are WRL Series Fund,
          Inc. - Growth Portfolio ("WRL Growth") and WRL Series
          Fund, Inc. - Global Portfolio ("WRL Global"), referred
          to herein collectively as the WRL Portfolios.  Janus
          Capital furnishes investment advice to the WRL
          Portfolios.

          As a result of its role as investment adviser or sub-
          adviser to the Janus Funds, Aspen Aggressive Growth,
          the IDEX Funds, the WRL Portfolios and to the
          Separately Managed Accounts, Janus Capital may be
          deemed to be the beneficial owner of the shares of
          Progressive Common Stock held by such funds and
          accounts.  In addition, due to his position as
          Chairman of the Board and President of Janus Capital,
          Mr. Bailey may be deemed to share beneficial ownership
          over such shares of Progressive Common Stock. 
          However, Janus Capital and Mr. Bailey disclaim such
          ownership.

          Accordingly, the filing of this statement shall not be
          construed as an admission that KCSI, Mr. Bailey or

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          Janus Capital are, for purposes of Sections 13(d) or
          13(g) of the Act, the beneficial owner of any
          securities covered by this statement.

          Janus Fund                               4,231,575
          Janus Venture Fund                         209,750     
          Janus Growth & Income Fund                  88,100
          Janus Enterprise Fund                      190,000
          IDEX Fund                                   39,025     
          IDEX II Growth Portfolio                    54,900
          IDEX II Global Portfolio                     4,600
          IDEX Fund 3                                 24,125
          WRL Growth                                  81,950     
          WRL Global                                     900
          Aspen Aggressive Growth                        175     
          Separately Managed Accounts                656,300
               Total                               5,581,400

     (b). Percent of Class:

          Janus Fund                                    5.8%
          Janus Venture Fund                             .2%     
          Janus Growth & Income Fund                     .1%
          Janus Enterprise Fund                          .2%
          IDEX Fund                                      .1%     
          IDEX II Growth Portfolio                       .1%
          IDEX II Global Portfolio                       .1%
          IDEX Fund 3                                    .1%
          WRL Growth                                     .1%     
          WRL Global                                     .1%
          Aspen Aggressive Growth                        .1%     
          Separately Managed Accounts                    .8%
               Total                                    7.8%


     (c). Number of shares as to which such person has:

            (i). sole power to vote or 
                 to direct the vote                        0

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           (ii). shared power to vote or 
                 to direct the vote

          Janus Fund                               4,231,575
          Janus Venture Fund                         209,750     
          Janus Growth & Income Fund                  88,100
          Janus Enterprise Fund                      190,000
          IDEX Fund                                   39,025     
          IDEX II Growth Portfolio                    54,900
          IDEX II Global Portfolio                     4,600
          IDEX Fund 3                                 24,125
          WRL Growth                                  81,950     
          WRL Global                                     900
          Aspen Aggressive Growth                        175     
          Separately Managed Accounts                656,300
                 Total                             5,581,400

          (iii). sole power to dispose or to
                 direct the disposition of                 0


           (iv). shared power to dispose or to
                 direct the disposition of

          Janus Fund                               4,231,575
          Janus Venture Fund                         209,750     
          Janus Growth & Income Fund                  88,100
          Janus Enterprise Fund                      190,000
          IDEX Fund                                   39,025     
          IDEX II Growth Portfolio                    54,900
          IDEX II Global Portfolio                     4,600
          IDEX Fund 3                                 24,125
          WRL Growth                                  81,950     
          WRL Global                                     900
          Aspen Aggressive Growth                        175     
          Separately Managed Accounts                656,300
                 Total                             5,581,400

Item 5.   Ownership of Five Percent or Less of a Class

          N/A

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Item 6.   Ownership of More than Five Percent on Behalf of
          Another Person

          Janus Capital's Separately Managed Account clients and
          mutual funds, set forth in Item 4 above, have the right
          to receive all dividends from, and the proceeds from
          the sale of, the securities held in their respective
          accounts.


Item 7.   Identification and Classification of the Subsidiary
          Which Acquired the Security Being Reported on by the
          Parent Holding Company

          KCSI is the majority owner of Janus Capital, a
          registered investment adviser and joint filer of this
          statement.

Item 8.   Identification and Classification of Members of the
          Group

          N/A


Item 9.   Notice of Dissolution of Group

          N/A


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 of such securities and were not acquired in
          connection with or as a participant in any transaction
          having such purposes or effect.

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SIGNATURES

     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.


JANUS CAPITAL CORPORATION

By  /s/  David C. Tucker                          2/11/94       
   David C. Tucker, Vice President                   Date


JANUS FUND

By  /s/  David C. Tucker                          2/11/94      
   David C. Tucker, Vice President                   Date


KANSAS CITY SOUTHERN INDUSTRIES, INC.

By  /s/  David C. Tucker                           2/11/94     
   David C. Tucker                                  Date

   Under Power of Attorney dated 2/10/94
   On File with Schedule 13G for
   Navigators Group, Inc. 2/11/94      


THOMAS H. BAILEY

By  /s/  David C. Tucker                           2/11/94     
   David C. Tucker                                   Date


   Under Power of Attorney dated 2/10/94
   On File with Schedule 13G for
   Navigators Group, Inc. 2/11/94      




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                                                      EXHIBIT A



JOINT FILING AGREEMENT


     In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13G
(including amendments thereto) with respect to the Common Stock
of Progressive Corporation and further agree that this Joint
Filing Agreement be included as an Exhibit to such joint filings. 
In evidence thereof, the undersigned hereby execute this
Agreement as of the  11th   day of  February , 1994.


                         JANUS CAPITAL CORPORATION

                         By  /s/  David C. Tucker            
                            David C. Tucker, Vice President


                         JANUS FUND

                         By  /s/  David C. Tucker            
                            David C. Tucker, Vice President



                         KANSAS CITY SOUTHERN INDUSTRIES, INC.

                         By  /s/  David C. Tucker            
                            David C. Tucker

                            Under Power of Attorney dated 2/10/94 
                            On File with Schedule 13G for
                            Navigators Group, Inc. 2/11/94



                         THOMAS H. BAILEY

                         By  /s/  David C. Tucker                
                            David C. Tucker

                            Under Power of Attorney dated 2/10/94 
                            On File with Schedule 13G for
                            Navigators Group, Inc. 2/11/94