Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Kliethermes Craig W
 2. Issuer Name and Ticker or Trading Symbol
RLI CORP [RLI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
President & COO-RLI Ins
(Last)
(First)
(Middle)

9025 N. LINDBERGH DRIVE		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018
(Street)


PEORIA, IL 61615		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock             11,894.6116 I (1) By Esop
Common Stock             19,285.3946 I (2) By Executive Deferred Comp
Common Stock             92,250.14 D (2)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 38.21 (3) (4)           05/01/2015(5) 05/01/2022 Common Stock
7,600
  7,600
D
 
Stock Option $ 47.61 (3)           05/07/2016(5) 05/07/2023 Common Stock
16,000
  16,000
D
 
Stock Option $ 64.09           05/05/2017(5) 05/05/2024 Common Stock
30,000
  30,000
D
 
Stock Option $ 56.71           05/04/2018(5) 05/04/2025 Common Stock
42,000
  42,000
D
 
Stock Option $ 63.14           05/03/2019(5) 05/03/2026 Common Stock
40,000
  40,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kliethermes Craig W
9025 N. LINDBERGH DRIVE
PEORIA, IL 61615		       President & COO-RLI Ins

Signatures

/s/ Craig W. Kliethermes 01/22/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Ownership reflects shares allocated to ESOP participant's account and dividend reinvestment.
(2) Ownership reflects dividend reinvestment.
(3) Stock option grant price adjusted to reflect $2.00 extraordinary dividend declared 11-12-15.
(4) Stock option grant price adjusted to reflect $3.00 extraordinary dividend declared 11/13/14.
(5) Pursuant to option schedule wherein 20% of the aggregate number of shares granted may be exercised commencing one year from grant date and each year thereafter in 20% increments.

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