8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

                         Date of Report: April 26, 2004

                          Commission file number 0-4604

                        CINCINNATI FINANCIAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                    Ohio                                    31-0746871
- ---------------------------------------------    -------------------------------
(State or other jurisdiction of incorporation    (I.R.S. Employer Identification
              or organization)                                 No.)

    6200 S. Gilmore Road, Fairfield, Ohio                   45014-5141
- ---------------------------------------------    -------------------------------
  (Address of principal executive offices)                  (Zip code)

       Registrant's telephone number, including area code: (513) 870-2000



ITEM 9. REGULATION FD DISCLOSURE. On April 26, 2004, Cincinnati Financial
Corporation issued a news release entitled "Cincinnati Financial Corporation
Holds Shareholders' and Directors' Meetings," attached hereto as Exhibit 99.1,
which is incorporated herein by reference, announcing that at the company's
annual shareholders' meeting on April 24, 2004, all nominees named in the
company's Proxy Statement were elected and shareholders ratified the selection
of Deloitte & Touche LLP as independent audit firm. At the regular meeting of
the board of directors, also held on April 24, the board adopted a code of
conduct for the company's directors, officers and associates (to be available at
www.cinfin.com by May 4, 2004). The board also announced committee membership
for the coming year, in line with the independence requirements of applicable
law and the listing standards of Nasdaq.

This report should not be deemed an admission as to the materiality of any
information contained in the presentation. The information furnished in this
report shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that Section, nor shall such information be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended.



Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                 CINCINNATI FINANCIAL CORPORATION

                                 /s/ Kenneth W. Stecher
                                 -----------------------------------------------
                                 Kenneth W. Stecher
                                 Chief Financial Officer, Senior Vice President,
                                 Secretary and Treasurer
                                 (Principal Accounting Officer)
                                 April 26, 2004



Exhibit 99.1 -    Cincinnati Financial Corporation Holds Shareholders' and
                  Directors' Meetings

EX-99.1

                                                                    Exhibit 99.1

  Cincinnati Financial Corporation Holds Shareholders' and Directors' Meetings

        - Directors elected and independent audit firm selection ratified

                           - Board committees assigned

    CINCINNATI, April 26 /PRNewswire-FirstCall/ -- Cincinnati Financial
Corporation (Nasdaq: CINF) today announced that at the company's annual
shareholders' meeting on April 24, 2004, three directors were re-elected and
two new directors were elected to the board. Also, shareholders ratified the
selection of Deloitte & Touche LLP as independent audit firm.

    Chairman and Chief Executive Officer John J. Schiff, Jr., CPCU, commented:
"In an evolving process, we are complying with new regulations while
preserving the values that built our company.  Our shareholders are well
served by a stable board, with strong agent representation complemented by
individuals who mirror the values and spirit of independent agents."

    The board continues to have 15 members, as two long-serving directors did
not stand for re-election. Re-elected for three-year terms on the board were
Michael Brown, president, Cincinnati Bengals, Inc.; Robert C. Schiff,
chairman, Schiff, Kreidler-Shell, Inc.; and John M. Shepherd, chairman and
chief executive officer, The Shepherd Chemical Company. Newly elected were:


     - Dirk J. Debbink, president, MSI General Corporation, Oconomowoc,
       Wisconsin; Rear Admiral, U.S. Naval Reserve; and chairman, First Bank
       Financial Centre, Oconomowoc, Wisconsin. MSI General is a leader in the
       commercial, industrial, retail, educational, religious and municipal
       design/build construction industry.

     - Douglas S. Skidmore, president, chief executive officer and director of
       Skidmore Sales & Distributing Company, Inc., West Chester, Ohio.
       Skidmore Sales & Distributing is a family-owned, full-service
       distributor and broker of quality industrial food ingredients.


    At the regular meeting of the board of directors, also held on April 24,
the board adopted a code of conduct for the company's directors, officers and
associates (to be available at www.cinfin.com by May 4, 2004). The board also
announced committee membership for the coming year, in line with the
independence requirements of applicable law and the listing standards of
Nasdaq:


     - Audit -- William F. Bahl, CFA: Dirk J. Debbink: Kenneth C. Lichtendahl
       (chair); Gretchen W. Price; Douglas S. Skidmore; and E. Anthony Woods.

     - Executive -- James E. Benoski; Michael Brown; John J. Schiff, Jr., CPCU
       (chair); Frank J. Schultheis; John M. Shepherd; and Larry Webb, CPCU.

     - Compensation -- William F. Bahl; Kenneth C. Lichtendahl;
       W. Rodney McMullen (chair); and Gretchen W. Price. Director Emeritus
       Lawrence H. Rogers II continues to serve as committee adviser.

     - Investment -- William F. Bahl; James E. Benoski; W. Rodney McMullen;
       John J. Schiff, Jr. (chair); Thomas R. Schiff; and E. Anthony Woods.
       Richard M. Burridge, CFA, continues to serve as committee advisor.

     - Nominating -- William F. Bahl (chair), Kenneth C. Lichtendahl and
       John M. Shepherd.


    Schiff noted, "Our eight independent directors hail from organizations
with strong entrepreneurial cultures, high service standards, long-term growth
and profitability plans, and operational structures that leverage a local
presence. We have the greatest appreciation for them and for all of our board
members, whose dedication benefits our shareholders and their long-term
interests."

    Cincinnati Financial Corporation offers property and casualty insurance,
its main business, through The Cincinnati Insurance Company, The Cincinnati
Indemnity Company and The Cincinnati Casualty Company. The Cincinnati Life
Insurance Company markets life and disability income insurance and annuities.
CFC Investment Company supports the insurance subsidiaries and their
independent agent representatives through commercial leasing and financing
activities. CinFin Capital Management Company provides asset management
services to institutions, corporations and individuals. For additional
information, please visit the company's Web site at www.cinfin.com .



SOURCE  Cincinnati Financial Corporation
    -0-                             04/26/2004
    /CONTACT:  Investors, Heather J. Wietzel, +1-513-603-5236, or Media,
Joan O. Shevchik, +1-513-603-5323, both for Cincinnati Financial Corporation/
    (CINF)

CO:  Cincinnati Financial Corporation; The Cincinnati Insurance Company; The
     Cincinnati Indemnity Company; The Cincinnati Casualty Company
ST:  Ohio
IN:  FIN INS
SU:  PER