EXHIBIT A

		       CHARTER OF THE AUDIT COMMITTEE
			OF THE BOARD OF DIRECTORS OF
			 OHIO CASUALTY CORPORATION

				May 18, 2000


This charter identifies the membership, purpose, authority and responsibilities
of the Audit Committee of the Board of Directors of Ohio Casualty Corporation.


I.      MEMBERSHIP

	A. The Board of Directors shall appoint an Audit Committee comprised
	   of not less than three directors who shall meet the financial and
	   independence requirements of the NASDAQ Stock Market, Inc.

	   In addition, each director serving on the Audit Committee shall
	   have such qualification(s) and/or expertise as may from time to
	   time be required by the applicable rules and standards of the SEC
	   and/or the primary exchange upon which the Company's common shares
	   are then traded (the "Applicable Rules and Standards").

	   The Board of Directors shall appoint one of the members Chairman of
	   the Committee.

	B. Members of the Committee shall serve at the discretion of the Board
	   of Directors until their successors are appointed.

II.     MEETINGS

	A. The Audit Committee shall meet at least annually, or more
	   frequently as circumstances require.  Minutes of each Committee
	   meeting shall be submitted to the Board of Directors.  At the
	   discretion of the Board of Directors, the Chairman of the Committee
	   will report orally to the full Board of Directors on matters
	   discussed at the most recent Committee meeting.

	B. To provide access to the Committee for the internal auditors,
	   independent accountants and key financial management, the Committee
	   may request the attendance at its meetings of a representative of
	   the independent accountants, the internal auditors, and such members
	   of the Company's management as circumstances may require.  At least
	   annually, the Committee shall meet separately with the internal
	   auditors and separately with the independent accountants without
	   members of management present.

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III.    PURPOSE

	The purpose of the Audit Committee is to assist the Board of Directors
	by providing an independent oversight of accounting and financial
	reporting practices and the company's system of internal control.  The
	Audit Committee shall assist the Board of Directors in monitoring the
	independence and integrity in the financial reporting process and the
	adequacy of the internal control structure of the organization.

	The Committee shall, on behalf of the Board of Directors, review
	management's performance regarding financial reporting and shall make
	inquiry on a periodic basis of management, the internal auditors and
	the independent accountants with respect to the following:

	A. whether a fair presentation of published financial information is
	   made in compliance with all applicable professional and regulatory
	   requirements;

	B. whether an effective internal control structure has been established
	   and maintained, including adequate policies and procedures over
	   financial reporting, operations, and compliance with laws and
	   regulations;

	C. whether the quality of internal and external audit efforts is
	   adequate and the Company's public accountants are independent.

IV.     AUTHORITY

	The Audit Committee is authorized by the Board of Directors to
	investigate any activity of the Company, which it deems relevant to
	the fulfillment of its responsibilities.  This authority shall include
	the right to initiate special or additional audits or investigations
	and retain special counsel or other outside experts to achieve the
	purpose of this charter.  All executives and employees are directed to
	cooperate as reasonably requested by members of the Committee or their
	designee.

V.      DUTIES AND RESPONSIBILITIES

	A. Financial Reporting and the Independent Accountants

	   1. Recommend to the Board of Directors the appointment of the
	      independent accountants to be engaged for the examination of the
	      consolidated financial statements of the Company and its
	      subsidiaries for each fiscal year.

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	   2. Review the independent accountants' proposed audit scope and
	      approach, the fees therefor, and discuss the results of the
	      audit for each fiscal year with the independent accountants,
	      director of Corporate Audit, and appropriate management
	      representatives.

	   3. Review the quarterly reporting process and the controls that
	      management has established to protect the integrity of such
	      process.  In doing so, the Audit Committee should discuss with
	      the independent accountants their review of the Company's
	      financial results prior to their release to the public,
	      including but not limited to, the Company's Annual Report to
	      shareholders, Forms 10-K and 10-Q and any other similar forms,
	      as well as actual quarterly financial results that vary
	      significantly from budgeted or projected results, significant
	      transactions not a normal part of the Company's operations,
	      changes, if any, during the year in the Company's accounting
	      principles or their application, and significant adjustments
	      proposed by the independent accountants.

	   4. Review any request by Company management for an opinion from a
	      firm other than the appointed independent accountants on a
	      significant accounting issue, any changes in accounting or
	      financial reporting practices and any other significant unusual
	      events which impact the financial statements of the Company.

	   5. Review management's plans for engaging the Company's independent
	      accountants to perform advisory services during the year.  Such
	      review should involve both the types of services rendered and
	      the applicable fees.  The Committee should weigh the effects
	      such services may have on the continuing independence of the
	      independent accountants.

	   6. Maintain open lines of communication with the Company's
	      principal financial officer and director of Corporate Audit.

	   7. Discuss with the independent accountants the matters required to
	      be discussed by Statement on Auditing Standards No. 61 (as such
	      Standard may be modified or supplemented) relating to the conduct
	      of the audit.

	   8. Receive reports from the independent accountants regarding the
	      accountants' independence consistent with Independence Standards
	      Board Standard 1 (as such standard may be modified or
	      supplemented), discuss such reports and any disclosed
	      relationships or services with the accountants, and if so
	      determined by the Audit Committee, recommend that the Board of
	      Directors replace the independent accountants.

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	B. Internal Controls and the Internal Audit Function

	   1. Monitor the internal auditors' involvement in the audit of the
	      financial reporting process and the coordination of their
	      activities with the independent accountants.

	   2. Monitor the activities and reports of the internal auditors and
	      management's cooperation with the internal audit process.

	   3. Consult with the independent accountants, internal auditors and
	      management, together or separately, as appropriate, regarding
	      the adequacy of the Company's system of internal control and any
	      control failures that may have been detected.

	   4. Review with management the procedures established by the Company
	      to monitor conflicts of interest on the part of its executives,
	      employees and Board members.

	   5. Review the scope of the internal auditors' responsibilities,
	      including the annual audit plan, any change in the internal
	      audit role or function, the resources committed to the internal
	      audit function and the quality and depth of staffing.

	   6. Review and approve the appointment or dismissal of the director
	      of Corporate Audit.

	C. Other Responsibilities

	   1. Provide a direct and, when necessary, confidential line of
	      communication to the independent accountants, internal auditors,
	      legal counsel and management.

	   2. Review policies and procedures as well as audit results
	      associated with directors' and officers' expense accounts and
	      perquisites.  Review a summary of directors' and officers'
	      related party transactions and potential conflicts of interest.

	   3. Review and assess this Charter at least annually and recommend
	      to the Board of Directors for adoption any revisions that the
	      Committee believes are appropriate or necessary.  In accordance
	      with SEC rules and regulations, at least every three years, this
	      Charter shall be filed, as an appendix to the Company's Proxy
	      Statement.

	   4. Prepare for inclusion in the Company's Proxy Statement the
	      annual report to shareholders required by the rules of the SEC.

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	   5. Perform such other or additional duties and responsibilities as
	      may be specified from time to time by the Board of Directors.

	D. Limits of Responsibility

	   While the Audit Committee has the responsibilities and powers set
	   forth in this Charter, it is not the duty of the Audit Committee to
	   plan or conduct audits or to determine that the Company's financial
	   statements are complete and accurate and are in accordance with
	   generally accepted accounting principles. This is the responsibility
	   of management and the independent accountants.  Nor is it the duty
	   of the Audit Committee to conduct investigations, to resolve
	   disagreements, if any, between management and the independent
	   accountants or to ensure compliance with laws and regulations and
	   the Company's internal rules, policies and codes of conduct.


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