8-K

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		      SECURITIES AND EXCHANGE COMMISSION
			   Washington, D. C.   20549


				   FORM 8-K


				 CURRENT REPORT

		     Pursuant to Section 13 or 15(d) of
		     The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)  June 24, 2004
						  -------------

Commission File Number 0-5544


			     OHIO CASUALTY CORPORATION
	     (Exact name of registrant as specified in its charter)

				       OHIO
	  (State or other jurisdiction of incorporation or organization)

				    31-0783294
		       (I.R.S. Employer Identification No.)

			 9450 Seward Road, Fairfield, Ohio
		     (Address of principal executive offices)

				      45014
				    (Zip Code)

				  (513) 603-2400
			  (Registrant's telephone number)


				  Not Applicable
	    (Former name or former address, if changed since last report)





				Page 1 of 2 Pages

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ITEM 5.  Other Events
- ------   ------------

On June 24, 2004, Ohio Casualty Corporation issued a press release announcing
a senior notes offering.  The press release is attached hereto as Exhibit 99
and hereby incorporated by reference.




	 Exhibit Index
	 -------------

	     99          Press release dated June 24, 2004 issued by Ohio
			 Casualty Corporation and posted on its website at
			 www.ocas.com.





				 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.


				       OHIO CASUALTY CORPORATION
				      ----------------------------
					    (Registrant)





June 24, 2004                          /s/ Debra K. Crane
				      ---------------------------------------
				      Debra K. Crane, Senior Vice President,
				      General Counsel and Secretary










			      Page 2 of 2 Pages

EX-99

Analyst contact:
Dennis E. McDaniel
Vice President of Strategic Planning and Investor Relations
513-603-2197
dennis.mcdaniel@ocas.com

Media contact:
Cindy L. Denney
Assistant Vice President, Corporate Communications
513-603-2074 (ofc.), 513-703-7372 (cell)
cindy.denney@ocas.com


For release on June 24, 2004


		OHIO CASUALTY CORPORATION ANNOUNCES
			SENIOR NOTES OFFERING


FAIRFIELD, Ohio, June 24, 2004   -- Ohio Casualty Corporation (NASDAQ: OCAS)
announced today that it has priced a $200 million offering of its 7.3% senior
notes due 2014.  It is anticipated that the transaction will close on June
29, 2004.  Citigroup Global Markets Inc., Goldman, Sachs & Co. and Merrill
Lynch & Co. are acting as book runners for the offering.  Co-managers on the
transaction are also Banc of America Securities, LLC, ING Financial Markets
LLC, and McDonald Investments Inc.

The net proceeds from the offering will be approximately $197.4 million.  The
Company intends to use the net proceeds of the offering principally to repay a
portion of the $201,250,000 aggregate principal amount of the Company's 5.00%
Convertible Notes due March 19, 2022, which the Company has the option to
redeem after March 23, 2005, in whole or in part.  In addition, the Company
may use a portion of the net proceeds to repurchase shares in an amount up to
the equivalent number of shares to be issued if holders of Convertible Notes
elect to convert in accordance with their terms.  Until the funds are needed
for such purposes, the Company intends to invest the net proceeds in taxable
fixed income securities.  The securities are being offered as part of a shelf
registration statement which was declared effective by the Securities and
Exchange Commission on May 16, 2003.

Copies of the prospectus relating to the offering can be obtained from
Citigroup Global Markets Inc., 388 Greenwich St., New York, NY 10013; Goldman,
Sachs & Co., 85





Broad St., New York, NY 10004; or Merrill Lynch & Co., 4 World
Financial Center, North Tower, New York, NY 10080.

This press release shall not constitute an offer to sell or a solicitation of
an offer to buy, nor shall there be any sale of these securities in any state
or jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities law of any such
state or jurisdiction.

Corporate Profile

Ohio Casualty Corporation is the holding company of The Ohio Casualty Insurance
Company, which is one of six property-casualty subsidiary companies that make
up Ohio Casualty Group.  The Ohio Casualty Insurance Company was founded in
1919 and is licensed in 49 states.  Ohio Casualty Group is ranked 45th among
U.S. property/casualty insurance groups based on net premiums written (Best's
Review, July 2003).  The Group's member companies write auto, home and business
insurance. Ohio Casualty Corporation trades on the NASDAQ Stock Market under
the symbol OCAS and had assets of approximately $5.3 billion as of March 31,
2004.

Safe Harbor Statement

Ohio Casualty Corporation publishes forward looking statements relating to such
matters as anticipated financial performance, business prospects and plans,
regulatory developments and similar matters.  The statements contained in this
news release that are not historical information, are forward looking
statements within the meaning of The Private Securities Litigation Reform Act
of 1995.  The operations, performance and development of the Corporation's
business are subject to risks and uncertainties, which may cause actual results
to differ materially from those contained in or supported by the forward
looking statements in this release.  The risks and uncertainties that may
affect the operations, performance, development and results of the
Corporation's business include the following: changes in property and casualty
reserves; catastrophe losses; premium and investment growth; product pricing
environment; availability of credit; changes in government regulation;
performance of financial markets; fluctuations in interest rates; availability
and pricing of reinsurance; litigation and administrative proceedings; rating
agency actions; acts of war and terrorist activities; ability to appoint and/or
retain agents; ability to achieve targeted expense savings; ability to achieve
premium targets and profitability goals; and general economic and market
conditions.

Ohio Casualty Corporation undertakes no obligation to publicly release any
revisions to the forward looking statements contained in this release, or to
update them to reflect events or circumstances occurring after the date of this
release, or to reflect the occurrence of unanticipated events. Investors are
also advised to consult any further disclosures made on related subjects in the
Company's reports filed with the Securities and Exchange Commission or in
subsequent press releases.



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