SECURITIES AND EXCHANGE COMMISSION 		 Washington, D.C. 20549 			 FORM 8-K/A 			CURRENT REPORT 		Pursuant to Section 13 or 15(d) of the 		 Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2001 			OHIO CASUALTY CORPORATION 		 ------------------------------- 	(Exact name of registrant as specified in its charter) OHIO 0-5544 31-0783294 -------- ---------- -------------- (State or other (Commission (IRS Employer I.D. No.) jurisdiction of File No.) incorporation) 9450 Seward Road, Fairfield, Ohio 45014 --------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (513) 603-2400 						 -------------- 			OHIO CASUALTY CORPORATION 				FORM 8-K/A 			 Dated: March 30, 2001 			CURRENT REPORT ON FORM 8-K 			 Dated: February 15, 2001 	Ohio Casualty Corporation (the "Company") hereby amends its Current Report on Form 8-K dated February 15, 2001 to denote March 30, 2001 as the date on which PricewaterhouseCoopers LLP ceased performance of its duties as independent public accountant for the Company. In Items (a)(4) and (a)(5), the date of February 9, 2001 has been changed to March 30, 2001. In items (a)(2), (a)(4), and (a)(5), the date of December 31, 1999 has been changed to December 31, 2000. Item 4 Changes in Registrant's Certifying Accountant - ------ --------------------------------------------- (a) (1) PricewaterhouseCoopers LLP has been the independent public 	 accountant for Ohio Casualty Corporation, an Ohio corporation 	 (the "Company"). On February 9, 2001, the Company informed 	 PricewaterhouseCoopers LLP that it would be dismissed as the 	 Company's independent public accountant upon completion of the 	 audit for the fiscal year ended December 31, 2000. (2) For the two fiscal years ended December 31, 2000, the report of 	 PricewaterhouseCoopers LLP on the Company's consolidated 	 financial statements did not contain an adverse opinion or a 	 disclaimer of opinion, nor was any such report qualified or 	 modified as to uncertainty, audit scope, or accounting principles. (3) The decision to change the independent public accountant was 	 recommended by the Audit Committee and approved by the 	 Company's Board of Directors. (4) During the Company's two fiscal years ended December 31, 2000 	 and through March 30, 2001, there were no disagreements 	 between PricewaterhouseCoopers LLP and the Company regarding 	 any matter of accounting principles or practices, financial 	 statement disclosure or auditing scope or procedure which, if 	 not resolved to the satisfaction of PricewaterhouseCoopers LLP, 	 would have caused it to make reference thereto in its report on 	 the financial statements for such years. (5) During the Company's two fiscal years ended December 31, 2000 	 and through March 30, 2001, there have been no reportable 	 events (as defined in Regulation S-K Item 304(a) (1(v)). (6) The Company has requested that PricewaterhouseCoopers LLP 	 furnish it with a letter addressed to the Securities and 	 Exchange Commission stating whether or not it agrees with the 	 above statements. A copy of such letter, dated March 30, 2001, 	 is filed as Exhibit 16 to this Form 8-K. (b) On February 9, 2001, the Board of Directors of the Registrant 	 approved the engagement of Ernst & Young LLP as its independent 	 public accountant for the fiscal year ending December 31, 2001. 	 During the Registrant's two most recent fiscal years, and 	 through February 9, 2001, the Registrant did not consult with 	 Ernst & Young LLP as to either the application of accounting 	 principles to a specified transaction, either completed or 	 proposed, or the type of audit opinion that might be rendered 	 on the Company's financial statements and the Company did not 	 consult with Ernst & Young LLP as to any matter that was either 	 the subject of a disagreement or reportable event. 			 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 				 By: 					 ----------------------- 					 Elizabeth M. Riczko, Senior Vice 					 President and Treasurer Date: March 30, 2001 			INDEX TO EXHIBITS 			----------------- Exhibit Description Number ----------- - ------- 16 Letter regarding change in independent public accountant