Exhibit 22

OHIO CASUALTY CORPORATION
136 NORTH THIRD STREET
HAMILTON, OHIO 45025

NOTICE OF ANNUAL MEETING
OF
SHAREHOLDERS

TO BE HELD APRIL 21, 1999

Hamilton, Ohio
March 18, 1999

To the Shareholders:

The Annual Meeting of Shareholders (the "Annual Meeting") of Ohio Casualty
Corporation (the "Company") will be held in the Ohio Casualty University
Auditorium of Ohio Casualty Corporation, 9450 Seward Road, Fairfield, Ohio,
45014, on Wednesday, April 21, 1999, at 10:30 a.m., local time, for the
following purposes:

(1) To elect the following three Directors for terms expiring in 2002
(Class III): Arthur J. Bennert, Catherine E. Dolan and Lauren N.
Patch.

(2) In their discretion, to consider and vote upon such other matters
as may properly come before the Annual Meeting or any adjournment
thereof.

Holders of record of common shares of the Company as of the close of
business on March 1, 1999 are entitled to notice of and to vote at the Annual
Meeting and at any adjournment thereof. As of March 1, 1999, there were
31,221,531 common shares outstanding. Each common share is entitled to one vote
on all matters properly brought before the Annual Meeting.

By Order of the Board of Directors,

Howard L. Sloneker III, Secretary

EVERY SHAREHOLDER'S VOTE IS IMPORTANT. IF YOU ARE UNABLE TO BE PRESENT AT THE
ANNUAL MEETING, YOU ARE REQUESTED TO COMPLETE AND RETURN PROMPTLY THE ENCLOSED
PROXY SO THAT YOUR COMMON SHARES WILL BE REPRESENTED. A POSTAGE PAID, ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

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OHIO CASUALTY CORPORATION
136 NORTH THIRD STREET
HAMILTON, OHIO 45025

PROXY STATEMENT
---------------

ANNUAL MEETING OF SHAREHOLDERS

APPROXIMATE DATE TO MAIL -- MARCH 18, 1999

On behalf of the Board of Directors of Ohio Casualty Corporation (the
"Company"), a proxy is solicited from you to be used at the Company's 1999
Annual Meeting of Shareholders (the "Annual Meeting") scheduled for Wednesday,
April 21, 1999 at 10:30 a.m., local time, in the Ohio Casualty University
Auditorium of Ohio Casualty Corporation, 9450 Seward Road, Fairfield, Ohio
45014, or at any adjournment thereof.

Proxies in the form enclosed herewith are being solicited on behalf of the
Company's Board of Directors. The common shares represented by proxies which are
properly executed and returned will be voted at the Annual Meeting, or any
adjournment thereof, as directed. Common shares represented by proxies properly
executed and returned which indicate no direction will be voted in favor of the
nominees of the Board of Directors identified in the Notice of Annual Meeting
accompanying this Proxy Statement. Any shareholder giving the enclosed proxy has
the power to revoke the same prior to its exercise by filing with the Secretary
of the Company a written revocation or duly executed proxy bearing a later date,
or by giving notice of revocation in open meeting. ATTENDANCE AT THE ANNUAL
MEETING WILL NOT, IN AND OF ITSELF, CONSTITUTE REVOCATION OF A PROXY.

VOTING AT ANNUAL MEETING

As of March 1, 1999, the record date fixed for the determination of
shareholders entitled to notice of and to vote at the Annual Meeting, there were
outstanding 31,221,531 common shares, which is the only outstanding class of
capital stock of the Company. Each such common share is entitled to one vote on
all matters properly coming before the Annual Meeting.

A quorum for the Annual Meeting is a majority of the outstanding common
shares. Common shares represented by signed proxies that are returned to the
Company will be counted toward the quorum in all matters even though they are
marked "Abstain", "Against" or " Withhold Authority" on one or more or all
matters or they are not marked at all. Broker non-votes are also counted for
purposes of determining the presence or absence of a quorum. Broker non-votes
occur when brokers, who hold their customers' shares in street name, sign and
submit proxies for such shares on some matters, but not others. Typically, this
would occur when brokers have not received any instructions from their
customers, in which case the brokers, as the holders of record, are permitted to
vote on "routine" matters, which typically include the election of directors,
but not on non-routine matters.

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PRINCIPAL SHAREHOLDERS

The table below identifies the only persons known to the Company to own
beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act
of 1934) more than 5% of the Company's outstanding common shares.

COMMON SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OF COMMON
OF BENEFICIAL OWNER OWNED SHARES DATE
------------------- ----- ------ ----

FIRST NATIONAL BANK OF 3,130,957(1) 10.01% 12-31-98
SOUTHWESTERN OHIO
Third and High Streets
Hamilton, Ohio 45011

CAPITAL RESEARCH AND 2,997,500(2) 9.59% 12-31-98
MANAGEMENT COMPANY
333 South Hope Street
Los Angeles, California 90071

THE INCOME FUND OF AMERICA, INC. 2,280,000(2) 7.29% 12-31-98
333 South Hope Street
Los Angeles, California 90071

THE CHASE MANHATTAN BANK, N.A., 2,240,792(3) 7.17% 12-31-98
Trustee
1211 Avenue of the Americas
New York, New York 10036

JOSEPH L. MARCUM 2,190,816(4) 7.02% 03-01-99
136 North Third Street
Hamilton, Ohio 45025

AMVESCAP PLC 1,641,800(5) 5.25% 12-31-98
11 Devonshire Square
London EC2M 4YR
England

- --------------------

(1) Based upon information provided to the Company by First National Bank of
Southwestern Ohio (the "Bank"). The Bank holds the reported shares as
trustee under various trust agreements and arrangements. The Bank has
advised the Company that it has sole voting power for 2,448,889 shares,
shared voting power for 0 shares, sole investment power for 1,346,495
shares, and shared investment power for 1,295,864 shares. 399,019 shares
are held under trust arrangements for certain directors of the Company
and their respective spouses, which shares are also reported in the
following table showing share ownership by directors and executive
officers of the Company. The share information reflects beneficial
ownership as of December 31, 1998.

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4

(2) Based upon information contained in a Schedule 13G (Amendment No. 1)
dated February 8, 1999, filed with the Securities and Exchange Commission
by Capital Research and Management Company and The Income Fund of
America, Inc. According to the Schedule 13G filing, The Income Fund of
America, Inc. is advised by Capital Research and Management Company.
Capital Research and Management Company reported sole voting power for 0
shares, shared voting power for 0 shares and sole investment power for
2,997,500. The Income Fund of America, Inc. reported sole voting power
for 2,280,000 shares, shared voting power for 0 shares and sole
investment power for 0 shares. The Company has been advised by Capital
Research and Management Company that the same 2,280,000 shares reported
to be beneficially owned by The Income Fund of America, Inc. are also
reported to be beneficially owned by Capital Research and Management
Company in the Schedule 13G. Beneficial ownership information is reported
as of December 31, 1998.

(3) 1,398,560 shares are held as trustee for the Company's Employee Savings
Plan and 842,232 shares are held as trustee for the Company's Employees
Retirement Plan. Voting power with respect to shares held in the Employee
Savings Plan is exercised by the plan participants; investment power with
respect to these shares is held by plan participants subject to
limitations in the Plan. Voting and investment power with respect to
shares held in the Employees Retirement Plan is exercised by the
committee which administers the Employees Retirement Plan (the
"Retirement Committee"). The Retirement Committee consists of Joseph L.
Marcum, Lauren N. Patch and Barry S. Porter.

(4) See share ownership information for Mr. Marcum in the following table.

(5) Based upon information contained in a Schedule 13G dated February 8,
1999, filed with the Securities and Exchange Commission by AMVESCAP PLC,
the parent holding company for the following subsidiaries which acquired
shares reported by the parent holding company: AVZ, Inc.; AIM Management
Group, Inc.; AMVESCAP Group Services, Inc.; INVESCO, Inc.; INVESCO North
American Holdings, Inc.; INVESCO Capital Management, Inc.; INVESCO Funds
Group, Inc. AMVESCAP PLC reported sole voting power for 0 shares, shared
voting power for 1,641,800 shares, sole dispositive power for 0 shares
and shared dispositive power for 1,641,800 shares as of December 31,
1998.

SHAREHOLDINGS OF DIRECTORS, EXECUTIVE OFFICERS
AND NOMINEES FOR ELECTION AS DIRECTOR

As of March 1, 1999, the directors of the Company, including the three
persons intended by the Board of Directors to be nominated for election as
directors, the executive officers of the Company named in the Summary
Compensation Table, and all executive officers and directors of the Company as a
group, beneficially owned common shares of the Company as set forth below.

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SHARED INVESTMENT/
NUMBER OF OPTIONS VOTING POWER
COMMON SHARES EXERCISABLE OVER EMPLOYEES
NAME OF BENEFICIALLY WITHIN RETIREMENT PERCENT
INDIVIDUAL OR GROUP OWNED(1) 60 DAYS PLAN SHARES(2) TOTAL OF CLASS(3)
- ------------------- -------- ------- -------------- ----- -----------

Arthur J. Bennert 16,178 6,000 22,178

Jack E. Brown 1,100 6,000 7,100

Catherine E. Dolan 100 6,000 6,100

Wayne Embry 200 9,000 9,200

Vaden Fitton 227,779(4) 6,000 233,779

Jeffery D. Lowe 169,068(4) 0 169,068

Joseph L. Marcum 1,345,584(4)(5)(6) 3,000 842,232 2,190,816 7.02%

Stephen S. Marcum 215,744(4) 9,000 224,744

Lauren N. Patch 252,605(4)(7) 60,000 842,232 1,154,837 3.69%

Stanley N. Pontius 1,163 9,000 10,163

Howard L. Sloneker III 221,438(7) 16,666 238,104

William L. Woodall 20,700 9,000 29,700

Michael L. Evans 6,131(7) 19,999 26,130

Coy Leonard, Jr 1,196(7) 6,000 7,196

Barry S. Porter 28,667(7) 19,999 842,232 890,898 2.85%

All Executive Officers
and Directors as a 2,757,235 245,664 842,232 3,845,131 12.31%
Group (38 Persons)

- ---------------

(1) Unless otherwise indicated, each named person has voting and investment
power over the listed shares and such voting and investment power is
exercised solely by the named person or shared with a spouse.

(2) Includes 842,232 shares held in the Company's Employees Retirement Plan as
to which the named individuals share voting and investment power solely by
reason of being a member of the Retirement Committee which administers
such Plan. See Note (3) of the preceding table. Messrs. Marcum, Patch and
Porter disclaim beneficial ownership of these shares.

(3) Percentages are listed only for those individuals who are the beneficial
owners of more than 1% of the outstanding shares.

(4) Includes the following number of shares owned by family members as to
which beneficial ownership is disclaimed: Mr. Fitton, 102,857; Mr. Lowe,
143,750; Mr. Joseph L. Marcum, 611,354; Mr. Stephen S. Marcum, 84,090; and
Mr. Patch, 211,847.

(5) Includes 213,852 shares held by Mr. Marcum's wife in her capacity as a
co-trustee of the estate of Howard Sloneker as to which shares Mr. Marcum
has no voting or investment power.

(6) Includes 97,806 shares held as co-trustee of the Joseph L. and Sarah S.
Marcum Foundation as to which voting and investment power is shared by
Joseph L. and Stephen S. Marcum.

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(7) The share ownership for Messrs. Patch, Sloneker, Evans, Leonard and Porter
includes 4,951; 2,592; 1,447; 183, and 10,259 shares, respectively, held
for the accounts of these individuals by the trustee of the Company's
Employee Savings Plan. Such persons have sole voting power with respect to
these shares and also hold investment power subject to limitations in the
Plan.

ELECTION OF DIRECTORS

The Board of Directors intends that the three persons named under Class III
in the following table (the "Nominees") will be nominated for election at the
Annual Meeting for three-year terms expiring in 2002. The terms of the remaining
directors in Classes I and II will continue after the Annual Meeting. It is
intended that the common shares represented by the accompanying Proxy will be
voted for the election as directors of the Nominees, unless otherwise instructed
on the Proxy. In the event that any one or more of the Nominees unexpectedly
becomes unavailable for election, the common shares represented by the
accompanying Proxy will be voted in accordance with the best judgment of the
proxy holders for the election of the remaining Nominees and for the election of
any substitute nominee or nominees designated by the Board of Directors. The
proxies cannot be voted for more than three nominees designated by the Board of
Directors.

Under Ohio law and the Company's Code of Regulations, the nominees
receiving the greatest number of votes will be elected as directors. Shares as
to which the authority to vote is withheld will be counted for quorum purposes
but will not be counted toward the election of the Nominees.

POSITION WITH COMPANY AND/OR
PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR
NAME AND AGE(1) DURING LAST FIVE YEARS(2) SINCE
- --------------- ---------------------------------------------------------------------------- --------

NOMINEES: CLASS III --TERMS EXPIRING IN 2002: (3)

Arthur J. Bennert, Director of the Company, The Ohio Casualty Insurance Company, West 1989
72 American Insurance Company, American Fire and Casualty Company, Ohio
Security Insurance Company, Ohio Casualty of New Jersey, Inc. and The Ohio
Life Insurance Company; retired executive officer of the Company and its
subsidiaries.

Catherine E. Dolan, Managing Director of the Financial Institutions Group, First Union 1994
41 National Bank, Charlotte, North Carolina.

Lauren N. Patch, President, Chief Executive Officer and Director of the Company, The Ohio 1987
48 Casualty Insurance Company, West American Insurance Company, American Fire
and Casualty Company, Ohio Security Insurance Company, Avomark Insurance
Company, Ohio Casualty of New Jersey, Inc. and OCASCO Budget, Inc.; Vice
Chairman and Director of The Ohio Life Insurance Company.

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POSITION WITH COMPANY AND/OR
PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR
NAME AND AGE(1) DURING LAST FIVE YEARS(2) SINCE
- ---------------- ---------------------------------------------------------------------------- --------

DIRECTORS WHOSE TERMS CONTINUE BEYOND THE ANNUAL MEETING:
CLASS I -- TERMS EXPIRING IN 2000

Jack E. Brown, Chairman of the Board, BBI Marketing Services, Inc., Cincinnati, Ohio 1994
55 (professional marketing consulting firm).

Vaden Fitton, Director and Retired First Vice President of First National Bank of 1967
70 Southwestern Ohio, Hamilton, Ohio.

Joseph L. Marcum, Chairman of the Board and Director of the Company, The Ohio Casualty 1949
75 Insurance Company, West American Insurance Company, American Fire and
Casualty Company, Ohio Security Insurance Company, Avomark Insurance
Company, Ohio Casualty of New Jersey, Inc., OCASCO Budget, Inc. and The Ohio
Life Insurance Company.

Howard L. Sloneker III, Senior Vice President, Secretary and Director of the Company, The Ohio 1983
42 Casualty Insurance Company, West American Insurance Company, American Fire
and Casualty Company, Ohio Security Insurance Company, Avomark Insurance
Company, Ohio Casualty of New Jersey, Inc. and OCASCO Budget, Inc.;
Secretary and Director of The Ohio Life Insurance Company.

CLASS II: TERMS EXPIRING IN 2001

Wayne Embry, Executive Vice President and General Manager of the Cleveland Cavaliers
62 (professional basketball franchise).
1991
Stephen S. Marcum, Member of the law firm of Parrish, Beimford, Fryman, Smith & Marcum Co., 1989
41 L.P.A., Hamilton, Ohio; such firm has provided legal services to the Company
and its subsidiaries during the last fiscal year and continues to do so.

Stanley N. Pontius, President and Chief Executive Officer of First Financial Bancorp and its 1994
52 principal subsidiary, First National Bank of Southwestern Ohio, Hamilton,
Ohio.

William L. Woodall, Director of the Company, The Ohio Casualty Insurance Company, West 1986
75 American Insurance Company, American Fire and Casualty Company, Ohio
Security Insurance Company, OCASCO Budget, Inc. and The Ohio Life
Insurance Company; retired executive officer of the Company and its
subsidiaries.
- ----------------------------

(1) Ages are listed as of the date of the Annual Meeting.

(2) The Ohio Casualty Insurance Company, Ohio Security Insurance Company,
American Fire and Casualty Company, West American Insurance Company, OCASCO
Budget, Inc. and The Ohio Life Insurance Company are subsidiaries of the
Company.

(3) Jeffery D. Lowe, who is currently a Class III director whose term expires in
1999, has decided not to run for re-election at the Annual Meeting and will
resign from the Board effective as of the date of the Annual Meeting. Because
the Board of Directors is still in the process of identifying and interviewing
potential candidates to fill the vacancy to be created by Mr. Lowe's
resignation, the

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Board has not nominated a successor to Mr. Lowe for election at the Annual
Meeting. The Board intends to fill the vacancy following the Annual Meeting when
an appropriate replacement for Mr. Lowe has been selected. Mr. Lowe, 53, is a
director of The Ohio Casualty Insurance Company, West American Insurance
Company, American Fire and Casualty Company, Ohio Security Insurance Company,
Avomark Insurance Company and The Ohio Life Insurance Company. Mr. Lowe also
served as an executive officer of the Company and its Subsidiaries until
December 31, 1996.

OTHER DIRECTORSHIPS AND RELATED TRANSACTIONS AND RELATIONSHIPS

Wayne Embry is also a director of M. A. Hanna Company and Key Bank,
Commercial Line of Business; Vaden Fitton, Stephen S. Marcum and Stanley N.
Pontius are also directors of First Financial Bancorp.

Joseph L. Marcum, the Chairman of the Board of the Company, retired as the
Chief Executive Officer of the Company on December 31, 1993. Mr. Marcum receives
annual benefits from the Company of $146,309 pursuant to the Company's Employees
Retirement Plan. See "Pension Plans."

Jeffery D. Lowe is the son-in-law of Joseph L. Marcum; Lauren N. Patch and
Howard L. Sloneker III are brothers-in-law; and Stephen S. Marcum is the son of
Joseph L. Marcum.

MEETINGS OF THE BOARD OF DIRECTORS
AND COMMITTEES OF THE BOARD

During 1998, the Board of Directors held nine meetings. No director
attended less than 75% of the aggregate number of meetings of the Board of
Directors and the committees on which he or she served. The Board of Directors
has standing Executive, Audit, Executive Compensation and Nominating Committees.

The Executive Committee did not meet during 1998. The members of the
Executive Committee are Joseph L. Marcum, Lauren N. Patch, and Howard L.
Sloneker III. The Executive Committee is empowered to exercise all the powers of
the Board of Directors in the management of the Company between meetings of the
Board of Directors, other than filling vacancies on the Board or any other
committee of the Board.

The Audit Committee held four meetings during 1998. The members of the
Audit Committee are Arthur J. Bennert, Jack E. Brown, Catherine E. Dolan, Wayne
Embry, Vaden Fitton, Joseph L. Marcum, Stephen S. Marcum, Stanley N. Pontius and
William L. Woodall. Each Audit Committee member attended all of the meetings in
1998 except Mr. Brown, who attended two meetings. The Audit Committee's primary
function is to meet with the independent auditors for the Company and to review
the Company's internal and independent auditing and financial controls.

The Executive Compensation Committee held one meeting during 1998. The
members of the Executive Compensation Committee are Jack E. Brown, Vaden Fitton,
Stephen S. Marcum and Stanley N. Pontius. All members of the Executive
Compensation Committee attended the meeting in 1998.

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The Executive Compensation Committee administers the Company stock option plans
and carries out the responsibilities described in the Executive Compensation
Committee Report in this Proxy Statement.

The Nominating Committee did not meet during 1998. The members of the
Nominating Committee are Jack E. Brown, Wayne Embry, Vaden Fitton, Joseph L.
Marcum, Stephen S. Marcum, Stanley N. Pontius and Howard L. Sloneker III. The
Nominating Committee's responsibilities include the selection of potential
candidates for director and the recommendation of candidates to the Board.

The Nominating Committee will consider nominees for director recommended
by shareholders for the 2000 Annual Meeting of Shareholders provided that the
names of such nominees are submitted not later than November 18, 1999, to Howard
L. Sloneker III, Secretary, 136 North Third Street, Hamilton, Ohio 45025.

DIRECTORS' FEES AND COMPENSATION

Each director receives $25,000 for services as a director of the Company.
Each non-employee director of the Company also receives $1,500 per meeting for
attending meetings of the Board of Directors. Members of the Audit Committee
also receive $5,000 each for serving on that committee. In addition, members of
the Executive Compensation Committee receive $300 per meeting for each meeting
attended. Joseph L. Marcum was paid an additional $65,000 during 1998 as
compensation for serving as the Chairman of the Board.

On May 27, 1998, Wayne Embry, Stephen S. Marcum, Stanley N. Pontius and
William L. Woodall, each of whom is a non-employee director of the Company, were
granted a non-qualified stock option (an "NQSO") to purchase 3,000 common shares
of the Company at an exercise price of $42.25 per share, the closing market
price of the common shares on the date of grant. Any individual who becomes or
is re-elected a non-employee director is automatically granted an NQSO to
purchase 3,000 common shares effective on the third business day following the
first meeting of the Board of Directors after his/her election or appointment to
the Board. The exercise price of each NQSO granted to a non-employee director is
equal to the fair market value of the common shares on the date of grant. NQSOs
granted to non-employee directors have terms of ten years (subject to earlier
termination in certain cases) and may not be exercised during the six months
following their date of grant.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table presents information concerning compensation provided
by the Company to its Chief Executive Officer and to each of the Company's four
most highly compensated executive officers, other than the Chief Executive
Officer, for services rendered in all capacities for each of the Company's last
three completed fiscal years:

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LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------------------------------------------------- -------------------------
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING DIVIDEND
NAME AND SALARY BONUS COMPENSATION STOCK OPTIONS/ PAYMENT
PRINCIPAL POSITION YEAR ($)(1) ($) ($)(2)(3) AWARDS($)(4) SARS(#) RIGHTS(#)(5)
------------------ ---- ------ --- --------- ------------ ------- ------------

Lauren N. Patch 1998 530,000 32,124 60,601 60,722 30,000 30,000
President and Chief 1997 530,000 0 70,898 98,025 30,000 30,000
Executive Officer 1996 529,560 0 47,881 57,709 30,000 30,000

Barry S. Porter 1998 267,528 13,700 29,051 25,798 10,000 10,000
Chief Financial 1997 258,000 0 32,463 40,165 10,000 10,000
Officer and Treasurer 1996 248,604 0 22,484 24,956 10,000 10,000

Michael L. Evans 1998 220,224 6,867 17,390 11,965 10,000 10,000
Senior Vice President 1997 213,750 0 11,083 6,694 10,000 10,000
1996 199,500 0 19,051 18,686 10,000 10,000

Howard L. Sloneker III 1998 216,838 10,756 22,563 19,186 10,000 10,000
Senior Vice President 1997 209,500 0 23,488 27,760 10,000 10,000
1996 197,698 0 16,603 16,335 10,000 10,000

Coy Leonard, Jr. 1998 170,994 8,722 15,714 15,170 3,000 3,000
Senior Vice President 1997 158,821 0 14,312 18,163 3,000 3,000
1996 132,352 0 7,952 9,446 3,000 3,000

(1) Includes annual directors' fees for Messrs. Patch and Sloneker.

(2) Includes for Messrs. Patch, Porter, Evans, Sloneker and Leonard for 1998
the amounts of $4,800, $4,800, $4,800, $4,800 and $1,600, respectively,
contributed by the Company under the Company's Employee Savings Plan. Also
includes for Messrs. Patch, Porter, Evans, Sloneker and Leonard for 1998
the amounts of $10,350, $3,226, $1,549, $955 and $110, respectively,
contributed by the Company under the Company's Supplemental Executive
Savings Plan.

(3) Includes for Messrs. Patch, Porter, Evans, Sloneker and Leonard for 1998,
the amounts of $45,451, $21,025, $11,041, $16,808 and $14,004,
respectively, for income taxes incurred as a result of the grant of
restricted shares described in note (4) below. These amounts were paid in
1999.

(4) The aggregate values of all outstanding restricted stock awards at the end
of the fiscal year 1998 were $143,866, $60,256, $24,547, $40,322 and
$25,412 for Messrs. Patch, Porter, Evans, Sloneker and Leonard,
respectively. The number of the restricted stock awards held by Messrs.
Patch, Porter, Evans, Sloneker and Leonard at the end of the fiscal year
1998 was 3,493, 1,463, 596, 979 and 617, respectively. Such restricted
common shares vest on the third anniversary of the date of the grant so
long as the executive officer is an employee on such date (with earlier
vesting occurring on retirement, death or disability or termination of
employment following a change of control). During the restriction period,
the executive officer will receive all dividends paid on the shares.

(5) Dividend payment rights were granted to the named executive officers in
1997, 1998 and 1999. These rights entitle the executive officer on the
April 15th following the third anniversary of the grant date to receive,
for each dividend payment right, an amount in cash equal to the aggregate
amount of dividends that the Company has paid on each common share from
the date on which such right becomes effective through the payout date
subject to certain restrictions.

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OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information concerning the grant of stock
options during the last fiscal year to each of the executive officers of the
Company named in the Summary Compensation Table. No stock appreciation rights
were granted during the last fiscal year.

POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
OPTIONS ANNUAL RATES OF STOCK
NUMBER OF GRANTED PRICE APPRECIATION FOR
SHARES TO OPTION TERM(2)
UNDERLYING EMPLOYEES EXERCISE ----------------------
OPTIONS IN FISCAL PRICE EXPIRATION ($) ($)
NAME GRANTED # (1) YEAR ($/SH) DATE 5% 10%
---- ------------- --------- -------- ---------- -- ---

Lauren N. Patch 30,000 24.39 46.9375 02-19-08 885,562 2,244,189

Barry S. Porter 10,000 8.13 46.9375 02-19-08 295,187 748,063

Michael L. Evans 10,000 8.13 46.9375 02-19-08 295,187 748,063

Howard L. Sloneker III 10,000 8.13 46.9375 02-19-08 295,187 748,063

Coy Leonard, Jr. 3,000 2.43 46.9375 02-19-08 88,556 224,419

(1) All reported stock options were granted pursuant to the Ohio Casualty
Corporation 1993 Stock Incentive Program at the fair market value of the
underlying option shares on the date of grant, become exercisable as to
one-third of the option shares on each of the first three anniversaries of
the date of grant and have a term of ten years. In the event of a change
in control of the Company, the stock options would become exercisable in
full. Stock options reported consist of incentive stock options and
non-qualified stock options.

(2) The dollar amounts under these columns are the result of calculations at
the 5% and 10% annual appreciation rates set by the Securities and
Exchange Commission for illustrative purposes, and, therefore, are not
intended to forecast future financial performance or possible future
appreciation in the price of the Company's common shares. Shareholders are
therefore cautioned against drawing any conclusions from the appreciation
data shown, aside from the fact that optionees will only realize value
from the option grants shown when the price of the Company's common shares
appreciates, which benefits all shareholders commensurately.

OPTION EXERCISES IN LAST FISCAL YEAR

The following table sets forth information concerning the exercise of
stock options during the last fiscal year by each of the executive officers of
the Company named in the Summary Compensation Table and the fiscal year-end
value of unexercised stock options and SARs held by such executive officers:

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AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE
-------------------------------------------------

NUMBER OF SHARES UNDERLYING VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
SHARES FISCAL YEAR-END(#) AT FISCAL YEAR-END($)(1)
ACQUIRED ON VALUE --------------------------- -------------------------
NAME EXERCISE (#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ----------- ----------- ------------- -------------------------

Lauren N. Patch 0 0 30,000 60,000 121,860 0
Barry S. Porter 0 0 9,999 20,001 40,616 0
Michael L. Evans 0 0 9,999 20,001 40,616 0
Howard L. Sloneker III 0 0 6,666 20,001 19,994 0
Coy Leonard, Jr. 0 0 3,000 6,000 12,186 0

(1) "Value of Unexercised In-the-Money Options at Fiscal Year-End" is based
upon the fair market value of the Company's common shares on December
31, 1998 ($41.187), less the exercise price of in-the-money options on
December 31, 1998.

PENSION PLANS

The following table sets forth the estimated annual benefits payable under the
Employees Retirement Plan and The Ohio Casualty Insurance Company Benefit
Equalization Plan (the "Benefit Equalization Plan") to participants in such
plans, including the executive officers named in the Summary Compensation Table,
upon retirement in specified compensation and years of service classifications:

PENSION PLANS TABLE

15 20 25 30 35 40 45
ANNUAL EARNINGS YEARS YEARS YEARS YEARS YEARS YEARS YEARS
--------------- ----- ----- ----- ----- ----- ----- -----

$125,000 $27,802 $37,070 $46,337 $55,604 $64,872 $74,139 $83,407
175,000 39,802 53,070 66,337 79,604 92,872 106,139 119,407
225,000 51,802 69,070 86,337 103,604 120,872 138,139 155,407
275,000 63,802 85,070 106,337 127,604 148,872 170,139 191,407
325,000 75,802 101,070 126,337 151,604 176.872 202,139 227,407
375,000 87,802 117,070 146,337 175,604 204,872 234,139 263,407
400,000 93,802 125,070 156,337 187,604 218,872 250,139 281,407
425,000 99,802 133,070 166,337 199,604 232,872 266,139 299,407
450,000 105,802 141,070 176,337 211,604 246,872 282,139 317,407
475,000 111,802 149,070 186,337 223,604 260,872 298,139 335,407
500,000 117,802 157,070 196,337 235,604 274,872 314,139 353,407
525,000 123,802 165,070 206,337 247,604 288,872 330,139 371,407
550,000 129,802 173,070 216,337 259,604 302,872 346,139 389,407
600,000 141,802 189,070 236,337 283,604 330,872 378,139 425,407

Retirement benefits under the Company's Employees Retirement Plan, a
defined benefit plan qualified under Section 401(a) of the Internal Revenue Code
of 1986, as amended (the "Code"), are generally payable to full-time and regular
part-time salaried employees whose participation in the plan has vested
(currently requiring the completion of five years of service) upon retirement at
age 65 or in reduced amounts upon retirement prior to age 65 if the participant
has ten years of vested service. A

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retiree's benefit amount is based upon his or her credited years of service and
average annual compensation (salary) for the five consecutive calendar years of
highest salary during the last ten years of service immediately prior to age 65
or, if greater, the average annual compensation paid during the 60 consecutive
month period immediately preceding retirement or other termination of
employment. Such retirement benefits are calculated considering the retiree's
Social Security-covered compensation. Benefits figures shown in the table above
are computed on the assumption that participants retire at age 65 and are
entitled to a single life annuity.

Section 401(a)(17) of the Code limits compensation in excess of
$160,000 from being taken into account in determining benefits payable under a
qualified pension plan. As a result, the Benefit Equalization Plan was adopted
for those employees who are adversely affected by these provisions of the Code.
The Benefit Equalization Plan provides for payment of benefits that would have
been payable under the Employees Retirement Plan but for the limitation on
compensation imposed by the Code. Upon retirement, participants receive the
actuarial equivalent present value of the benefit payable under the Benefit
Equalization Plan in a lump sum.

At December 31, 1998, credited years of service and average annual
earnings for purposes of the Employees Retirement Plan and the Benefit
Equalization Plan for the executive officers named in the Summary Compensation
Table were: Lauren N. Patch, 22.5 years ($462,681); Barry S. Porter, 24.5 years
($244,525); Michael L. Evans, 23.5 years ($192,894); Howard L. Sloneker III,
16.75 years ($168,628); and Coy Leonard, Jr., 5.4 years ($138,398). The
compensation covered by the Employees Retirement Plan and the Benefit
Equalization Plan is the amount shown in the Summary Compensation Table as
salary, less any directors' fees.

REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE

EXECUTIVE COMPENSATION POLICIES

The Company's executive compensation programs are designed to attract
and retain quality talent, and to motivate the Company's key employees to
maximize shareholder returns by achieving both the short-term and long-term
goals of the Company. The Executive Compensation Committee of the Board of
Directors (the "Committee"), consisting entirely of non-employee directors,
approves all of the policies under which compensation is paid or awarded to the
Company's executive officers.

The Committee believes that the Company's executive compensation
opportunities, including those for the Company's Chief Executive Officer
("CEO"), should create incentives for superior performance and consequences for
below-target performance. In 1996, the Company's executive compensation program
was re-designed to link each executive officer's compensation directly to
individual and Company performance. A significant portion of each executive
officer's total compensation is now variable and dependent upon the attainment
of annual objectives and long-term shareholder returns. The compensation
structure provides a portion of each executive officer's compensation in stock
thereby creating a mutuality of interest between executive officers and
shareholders.

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The Committee annually reviews the short-term and long-term
compensation levels for the CEO and other senior executives to consider and
implement any changes necessary to achieve its on-going objectives. In
determining the comparable compensation levels discussed further below, the
Committee considers information from surveys of compensation practices within
the property and casualty industry which surveys may include some or all of the
companies included in the Performance Graph on page 15.

SPECIFIC COMPENSATION PROGRAMS

There are three components to the Company's "pay for performance"
system established for its officers named in the Summary Compensation Table on
page 8 and 23 additional key executives (collectively called the "executive
officers"): (i) base salary established on an annual basis, (ii) awards under
the Annual Incentive Plan and (iii) awards under the Long-Term Incentive Plan.
Each component of the Company's executive compensation program aims to
accomplish a different purpose.

BASE SALARY. Base salary levels for the CEO and the other executive
officers of the Company are based on individual performance, the
responsibilities associated with an individual's position in the Company, skill
level and experience and potential future contribution, all of which are
reviewed annually and benchmarked against similar positions within the survey
companies. The base salary of the CEO is established by the Committee. The base
salaries of the other executive officers are established by the CEO on an annual
basis. Salary adjustments are based on individual performance, as determined in
accordance with the Company's executive performance evaluation system, and
reflective of competitive conditions existing at the time.

ANNUAL INCENTIVE PLAN AWARDS: The potential award opportunities for
each of the executive officers who participates in the Annual Incentive Plan are
determined at the beginning of each fiscal year. Potential award opportunities
for a fiscal year, which are expressed as a percentage of a participant's salary
for that fiscal year, are based on the participant's level within the
organization, with higher percentages being assigned to executive officers who
hold more senior positions. Actual awards are based on a combination of
individual and team performance. This balance supports the accomplishment of
overall objectives and rewards individual contributions by the executives. Team
performance, which accounts for up to 50% of the total award potential, is based
on the Company's actual performance against pre-determined targets for return on
equity and growth in premiums for the year. A performance threshold for each
measure ensures that no awards are made for substandard accomplishments. If the
performance threshold is achieved, each of the eligible executive officers
receives a team award, the amount of which depends on the extent to which the
Company's performance exceeds the threshold level and the potential award
opportunity assigned to that participant, as described above. The Executive
Compensation Committee determines, based on a recommendation from the CEO, the
level of funding for the individual award pool based on the performance achieved
by the management team on a number of criteria such as the achievement of
pre-established Company and individual goals. The pool is allocated among the
participants on the basis of their performance evaluations as determined by the
CEO (the CEO's performance evaluation is conducted by the Committee).

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Currently, awards under the Annual Incentive Plan are paid in cash
(25%) and restricted shares of Company stock (75%). Such restricted shares may
not be transferred by the participant for a three-year period following the date
of the grant, unless the participant dies or his employment is terminated as a
result of disability or retirement or following a change in control of the
Company. If the employment of the participant terminates for any other reason
during such three year period, the restricted shares will be forfeited to the
Company. Awards under the Annual Incentive Plan for the 1998 fiscal year were
paid in the form of cash (25%) and restricted common shares (75%) issued in
February of 1999.

LONG-TERM INCENTIVE PLAN Awards under the Long-Term Incentive Plan
consist of incentive stock options, non-qualified stock options, or a
combination of both, and dividend payment rights, as described below. Stock
options are granted at market value on the date of grant and increase in value
only to the extent of appreciation in the Company's common shares. Stock options
expire at the end of ten years from the date of grant. Stock option grants are
generally made at the beginning of the fiscal year, although grants may be made
at different times to participants who are promoted or newly hired. The number
of stock options to be granted is based on the participant's salary level and
position. While it is the intention of the Committee to make stock option grants
annually, the Committee has reserved the right to eliminate stock option awards
or make other modifications in the Long-Term Incentive Plan.

DIVIDEND PAYMENT RIGHTS In addition to stock options, the participants
in the Long-Term Incentive Plan may be granted dividend payment rights.
One-third of these rights become effective on each anniversary of the grant
date. These rights entitle the holder on the April 15th following the third
anniversary of the grant date (or earlier if the holder dies, becomes disabled
or retires or is terminated from employment after a change in control of the
Company) to receive, for each dividend payment right, an amount in cash equal to
the aggregate amount of dividends that the Company has paid on each common share
from the date on which the dividend payment right becomes effective through the
payout date. Unless the employment of the holder of a dividend payment right
terminates as a result of death, disability, retirement at normal retirement
age, or following a change in control, the holder forfeits the right if his or
her employment terminates prior to the scheduled payout date. The employees to
whom stock options and dividend payment rights are to be awarded are determined
annually by the Committee for the executive officers, including the CEO, and by
the CEO for all other officers.

The Company's Annual Incentive Plan and its Long-Term Incentive Plan
are designed to provide participants with the opportunity to receive total
compensation targeted at the 75th percentile of salaries for similar positions
among the survey companies.

Section 162(m) of the Code generally limits the corporate tax deduction
for the compensation paid to executive officers named in the Summary
Compensation Table in the proxy statement to $1 million, unless certain
requirements for qualifying compensation as "performance based" are met. The
compensation paid to each of the executive officers of the Company in 1998 was
less than the threshold for deductibility under Section 162(m).

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BASES FOR CHIEF EXECUTIVE OFFICER COMPENSATION

The Committee evaluates the performance of the CEO at least annually.
In 1998, Mr. Patch received a base salary of $505,000. Mr. Patch also received
an award under the Annual Incentive Plan for service in 1998 of a total of 1,497
restricted common shares of the Company, which were issued to him in February of
1999 and which will be forfeited to the Company if he leaves the Company during
the three-year period following the date of issue. As described in detail above,
the Committee's determination of the number of restricted common shares awarded
to Mr. Patch (and to all of the other executive officers) under the Annual
Incentive Plan was based on the Company's 1998 total return performance as
measured against established return on equity and growth in premium targets. The
Company also granted to Mr. Patch in early 1998, pursuant to the Long-Term
Incentive Plan, a non-qualified stock option for 30,000 shares. The number of
stock options granted to Mr. Patch was based on his salary level and position
with the Company. As previously indicated, in establishing the compensation of
Mr. Patch and the other executive officers, the goal of the Committee has been
to create a total compensation opportunity through base salary and awards under
the Annual Incentive Plan and the Long-Term Incentive Plan which, if realized as
a result of the Company's performance, would result in total compensation being
at the 75th percentile for similar positions at the survey companies.

The foregoing report on executive compensation is provided by the
following directors, who constituted the Executive Compensation Committee during
1998:

Jack E. Brown Vaden Fitton Stephen S. Marcum Stanley N. Pontius

EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

The directors of the Company who served as members of the Company's
Executive Compensation Committee during 1998 were Jack E. Brown, Vaden Fitton,
Stephen S. Marcum and Stanley N. Pontius. Mr. Fitton, Mr. Marcum and Mr. Porter,
the Company's Chief Financial Officer and Treasurer, also served as members of
the Executive Compensation Committee of First Financial Bancorp during 1998,
whose Chief Executive Officer, Stanley N. Pontius, is a member of the Executive
Compensation Committee of the Company.

As indicated in the Executive Compensation Committee Report on
Executive Compensation, Lauren N. Patch, the Company's President and Chief
Executive Officer, participates in decision-making regarding the compensation of
certain executive officers named in the Summary Compensation Table. Mr. Patch is
not a member of the Executive Compensation Committee.

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COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

The following graph compares the five-year cumulative total shareholder
return, including reinvested dividends, of the Company with the Dow Jones Equity
Market Index and the Dow Jones Insurance Index for Property and Casualty
Companies(1):

1993 1994 1995 1996 1997 1998
------------- ------------- ------------- ------------- ------------- -------------

DJ EQUITY MARKET INDEX 100.00 100.73 138.69 170.63 228.57 294.05
DJ INSURANCE P&C 100.00 105.21 147.38 177.23 261.10 281.94
OHIO CASUALTY CORP 100.00 93.11 133.54 128.02 167.12 160.39

(1) The Dow Jones Insurance Index for Property and Casualty Companies is
comprised of 11 companies that are traditionally considered as a peer
group of property and casualty insurance companies within the United
States. The companies making up the 1998 Index are Allstate Corp.;
American International Group Inc.; Chubb Corp.; Cincinnati Financial
Corp.; Loews Corp.; MBIA Inc.; Mercury General Corp.; Old Republic
International Corp.; Progressive Corp.; SAFECO Corp.; and The St. Paul
Cos.

ANNUAL REPORT

The Company's Annual Report for the fiscal year ended December 31,
1998, accompanies this Proxy Statement.

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INDEPENDENT PUBLIC ACCOUNTANTS

PricewaterhouseCoopers, LLP served as independent public accountants of
the Company for the fiscal year ended December 31, 1998, and the Board of
Directors, based on the recommendation of the Audit Committee, has selected that
firm to serve as independent public accountants for the Company for the fiscal
year ending December 31, 1999. A representative of PricewaterhouseCoopers will
be present at the Annual Meeting with the opportunity to make a statement and/or
respond to appropriate questions from the shareholders.

SHAREHOLDER PROPOSALS AND NOMINATIONS

Proposals of shareholders intended to be presented at the 2000 Annual
Meeting of Shareholders scheduled to be held on April 19, 2000, must be received
by the Company no later than November 18, 1999 for inclusion in the Company's
proxy statement and proxy relating to that meeting. Upon receipt of any such
proposal, the Company will determine whether or not to include such proposal in
the proxy statement and proxy in accordance with applicable rules and
regulations promulgated by the Securities and Exchange Commission.

In order for a shareholder to nominate a candidate for director at a
meeting of shareholders, under the Company's Code of Regulations, timely notice
of the nomination must be received by the Company in advance of the meeting.
Ordinarily, in the case of an annual meeting, such notice of a proposed
nomination must be received by the Company on or before the later of (1) the
first day of February immediately preceding such annual meeting or (2) the
sixtieth day prior to the first anniversary of the most recent annual meeting of
shareholders. The shareholder filing the notice of nomination must describe
various matters regarding the proposed nominee, including such information as
name, address, occupation and shares of the Company held. These requirements are
separate from the requirements a shareholder must meet in order to have a
proposed nominee considered by the Nominating Committee of the Company's Board
of Directors for nomination by the Board of Directors and inclusion as a nominee
in the Company's proxy statement.

The Securities and Exchange Commission has promulgated rules relating
to the exercise of discretionary voting authority pursuant to proxies solicited
by the Company's Board of Directors. If a shareholder intends to present a
proposal at the 2000 Annual Meeting of Shareholders and does not notify the
Company of such proposal by February 3, 2000, or if a shareholder intends to
nominate a director at the 2000 Annual Meeting and does not comply with the
notification requirements described in the preceding paragraph, the proxies
solicited by the Company's Board of Directors for use at the Annual Meeting may
be voted on such proposal or such nominee, as the case may be, without
discussion of the proposal or nominee in the Proxy Statement for that Annual
Meeting.

In each case, written notice must be given to the Secretary of the
Company, whose name and address are: Howard L. Sloneker III, Secretary, Ohio
Casualty Corporation, 136 North Third Street, Hamilton, Ohio 45025.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and
Exchange Commission (SEC). Officers, directors and greater than ten percent
shareholders are required by SEC regulations to furnish the Company with copies
of all Forms 3, 4 and 5 they file.

Based on the Company's review of the copies of such forms it has
received, the Company believes that all its officers, directors, and greater
than ten percent beneficial owners complied with all filing requirements
applicable to them with respect to transactions during fiscal 1998.

OTHER MATTERS

The Company files annually with the Securities and Exchange Commission
an Annual Report on Form 10-K. This report includes financial statements and
financial statement schedules.

A SHAREHOLDER OF THE COMPANY MAY OBTAIN A COPY OF THE ANNUAL REPORT ON
FORM 10-K, INCLUDING FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES, FOR
THE FISCAL YEAR ENDED DECEMBER 31, 1998, WITHOUT CHARGE BY SUBMITTING A WRITTEN
REQUEST TO THE FOLLOWING ADDRESS:

OHIO CASUALTY CORPORATION
Attention: Barry S. Porter
Chief Financial Officer/Treasurer
136 North Third Street
Hamilton, Ohio 45025

Management and the Board of Directors of the Company know of no
business to be brought before the Annual Meeting other than as set forth in this
Proxy Statement. However, if any matters other than those referred to in this
Proxy Statement should properly come before the Annual Meeting, it is the
intention of the persons named in the enclosed proxy to vote the common shares
represented by such proxy on such matters in accordance with their best
judgment.

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EXPENSES OF SOLICITATION

The expense of proxy solicitation will be borne by the Company. Proxies
will be solicited by mail and may be solicited, for no additional compensation,
by officers, directors or employees of the Company or its subsidiaries, by
telephone, telegraph or in person. Brokerage houses and other custodians,
nominees and fiduciaries may be requested to forward soliciting material to the
beneficial owners of common shares of the Company, and will be reimbursed for
their related expenses. In addition, the Company has retained Morrow & Co.,
Inc., a professional soliciting organization, to assist in soliciting proxies
from brokerage houses, custodians and nominees. The fees and expenses of that
firm in connection with such solicitation are not expected to exceed $12,000.

By Order of the Board of Directors,

Howard L. Sloneker III, Secretary

March 18, 1999