<PAGE>  1

    As filed with the Securities and Exchange Commission on December 30, 1998
			      Registration No. 333-___________________________
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		      SECURITIES AND EXCHANGE COMMISSION
			   Washington, D.C. 20549

		   _________________________________________

				 FORM S-8

	    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
		   _________________________________________

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

	   Ohio                                              31-0783294
-------------------------------                       ------------------------
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                           Identification No.)

136 North Third Street, Hamilton, Ohio                          45025
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(Address of Principal Executive Offices)                      (Zip Code)


		       The Ohio Casualty Insurance Company
			      Employee Savings Plan
		       -----------------------------------     
			    (Full title of the plan)

			   Barry S. Porter
			   Treasurer
			   Ohio Casualty Corporation
			   136 North Third Street
			   Hamilton, Ohio 45025
			   ---------------------------------------
			   (Name and address of agent for service)

				 (513) 867-3000
	   -------------------------------------------------------------
	   (Telephone number, including area code, of agent for service)
			    ___________________________



		       Index to Exhibits begin at page 16.

<PAGE>  2


					      [Continuation of Facing Page]
<TABLE>
<CAPTION>
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			 Calculation of Registration Fee

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				      Proposed       Proposed
      Title of                    maximum offering   maximum
     securities        Amount          price         aggregate      Amount of
       to be            to be        per unit (2)    offering     registration
   registered (1)     registered                     price (2)        fee
  -----------------------------------------------------------------------------                                
  <S>                   <C>          <C>           <C>              <C>
   Common Shares,       750,000      $ 41.875      $ 31,406,250     $ 8,731
  $.125 Par Value (3) 


  -----------------------------------------------------------------------------
</TABLE>  
  (1)  In addition, pursuant to Rule 416 (c) under the Securities Act of 1933, 
  this Registration Statement also covers an indeterminate amount of interests 
  to be offered or sold pursuant to the employee benefit plan described herein.

  (2)  Estimated solely for the purpose of calculating the aggregate offering 
  price and the registration fee pursuant to Rules 457 (c) and (h) promulgated 
  under the Securities Act of 1933, as amended, and computed on the basis of 
  $41.875 per share, which price is the average of the high and low sales 
  prices of the Common Shares as reported on the NASDAQ National Market System 
  on December 28, 1998.

  (3)  This Registration Statement also covers related Common Share Purchase 
  Rights (the "Rights") which evidence the right to purchase, under certain 
  conditions, one Common Share, $.125 par value.  Registrant is required to 
  deliver one-half of one Right with each Common Share that becomes outstanding 
  until the "distribution date" for the Rights, at which date the Rights will 
  commence trading separately from the Common Shares.

				      2
<PAGE>  3

				     Part II

	     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Item 3.   Incorporation of Documents by Reference.
  --------------------------------------------------
	    The Annual Report on Form 10-K for the fiscal year ended December 
  31, 1997 of Ohio Casualty Corporation (the "Registrant") and all other 
  reports filed with the Securities and Exchange Commission (the "Commission") 
  pursuant to the requirements of Section 13 (a) or Section 15 (d) of the 
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), since that 
  date are hereby incorporated by reference.

	    The description of the Registrant's Common Shares contained in the 
  Registrant's Current Report on Form 8-K filed with the Commission on December 
  15, 1998, and the description of the Common Share Purchase Rights of the 
  Registrant contained in the Registrant's Form 8-A/A Amendment No. 3 filed 
  with the Commission on March 6, 1998, or contained in any subsequent 
  amendment or report filed for the purpose of updating such descriptions, are 
  hereby incorporated by reference.

	    Any definitive proxy statement or information statement filed 
  pursuant to Section 14 of the Exchange Act and all documents which may be 
  filed with the Commission pursuant to Section 13, 14 or 15 (d) of the 
  Exchange Act subsequent to the date hereof and prior to the completion of 
  the offering contemplated hereby, shall also be deemed to be incorporated 
  herein by reference and to be made a part hereof from the date of filing of 
  such documents; provided, however, that no report of the Compensation 
  Committee of the Board of Directors of the Registrant on executive 
  compensation and no performance graph included in any proxy statement or 
  information statement filed pursuant to Section 14 of the Exchange Act shall 
  be deemed to be incorporated herein by reference.

  Item 4.   Description of Securities.
  ------------------------------------
	    Not applicable.

  Item 5.   Interests of Named Experts and Counsel.
  -------------------------------------------------
	    Not applicable.
				      3
<PAGE>  4

  Item 6.  Indemnification of Directors and Officers.
  ---------------------------------------------------
	   Article V of the Regulations of the Registrant governs the 
  indemnification of officers and directors of the Registrant.  Article V 
  provides:

	    Section 1.   Mandatory Indemnification.  The corporation shall 
  indemnify (A) any officer or director of the corporation and (B) any person 
  (including an officer or director of the corporation) who has served or is 
  serving at the request of the corporation as a director, trustee or officer 
  of another corporation (domestic or foreign, nonprofit or for profit), 
  partnership, joint venture, trust or other enterprise who was or is a party 
  or is threatened to be made a party to any threatened, pending or completed 
  action, suit or proceeding, whether civil, criminal, administrative, or 
  investigative (including, without limitation, any action threatened or 
  instituted by or in the right of the corporation) by reason of the fact that 
  he is or was a director, trustee, officer, employee, or agent of the 
  corporation, or is or was serving at the request of the corporation as a 
  director, trustee, officer, employee, or agent of another corporation 
  (domestic or foreign, nonprofit or for profit), partnership, joint venture, 
  trust, or other enterprise, against expenses (including, without limitation, 
  attorneys' fees, filing fees, court reporters' fees and transcript costs), 
  judgments, fines and amounts paid in settlement actually and reasonably 
  incurred by him in connection with such action, suit or proceeding if he 
  acted in good faith and in a manner he reasonably believed to be in or not 
  opposed to the best interests of the corporation, and with respect to any 
  criminal action or proceeding, he had no reasonable cause to believe his 
  conduct was unlawful.  A person claiming indemnification under this Section 1 
  shall be presumed in respect of any act or omission giving rise to such claim 
  for indemnification, to have acted in good faith and in a manner he 
  reasonably believed to be in or not opposed to the best interests of the 
  corporation, and with respect to any criminal matter, to have had no 
  reasonable cause to believe his conduct was unlawful, and the termination of 
  any action, suit, or proceeding by judgment, order, settlement, or 
  conviction, or upon a plea of nolo contendere or its equivalent, shall not, 
  of itself, rebut such presumption.

	    Section 2.   Court-Approved Indemnification.  Anything contained in 
  the Regulations or elsewhere to the contrary notwithstanding:

	    (A)   the corporation shall not indemnify (i) any officer or 
  director of the corporation, or (ii) any person (including an officer or 
  director of the corporation) who has served or is serving at the request of 
  the corporation as a director, trustee or officer of another corporation 
  (domestic or foreign, nonprofit or for profit), partnership, joint venture, 
  trust or other enterprise who was a party to any completed action or suit 
  instituted by or in the right of the corporation to procure a judgment in its 
  favor by reason of the fact that he is or was a director, officer employee or 
  agent of the corporation, or is or was serving at the request of the 
  corporation as a director, trustee, officer, employee or agent of another 
  corporation (domestic or foreign, nonprofit or for profit), partnership, 
  joint venture, trust or other enterprise, in respect of any claim, issue or 
  matter asserted in such action or suit as to which he shall have been 
  adjudged to be liable for gross negligence or misconduct (other than 
  negligence) in the performance of his duty to the corporation unless and only 
				      4
<PAGE>  5

  to the extent that the Court of Common Pleas of Butler County, Ohio or the 
  court in which such action or suit was brought shall determine upon 
  application that despite such adjudication of liability, and in view of all 
  the circumstances of the case, he is fairly and reasonably entitled to such 
  indemnity as such Court of Common Pleas or such other court shall deem 
  proper; and 
  
	    (B)   the corporation shall promptly make any such unpaid 
  indemnification as is determined by a court to be proper as contemplated by 
  this Section 2.

	    Section 3.   Indemnification for Expenses.  Anything contained in 
  the Regulations or elsewhere to the contrary notwithstanding, to the extent 
  that an officer or director of the corporation or any person (including an 
  officer or director of the corporation) who has served or is serving at the 
  request of the corporation as a director, trustee or officer of another 
  corporation (domestic or foreign, nonprofit or for profit), partnership, 
  joint venture, trust or other enterprise has been successful on the merits 
  or otherwise in defense of any action, suit of proceeding referred to in 
  Section 1, or in defense of any claim, issue or matter therein, he shall be 
  promptly indemnified by the corporation against expenses (including, without 
  limitation, attorneys' fees, filing fees, court reporters' fees and 
  transcript costs) actually and reasonably incurred by him in connection 
  therewith.

	    Section 4.   Determination Required.  Any indemnification required 
  under Section 1 and not precluded under Section 2 shall be made by the 
  corporation only upon a determination that such indemnification is proper in 
  the circumstances because the person has met the applicable standard of 
  conduct set forth in Section 1.  Such determination may be made only (A) by a 
  majority vote of a quorum consisting of directors of the corporation who were 
  not and are not parties to, or threatened with, any such action, suit or 
  proceeding or (B) if such a quorum is not obtainable or if a majority of a 
  quorum of disinterested directors so directs, in a written opinion by 
  independent legal counsel other than an attorney, or a firm having associated 
  with it an attorney, who has been retained by or who has performed services 
  for the corporation, or any person to be indemnified, within the past five 
  years or (C) by the shareholders or (D) by the Court of Common pleas of 
  Butler County, Ohio or (if the corporation is a party thereto) the court in 
  which such action, suit or proceeding was brought, if any; any such 
  determination may be made by a court under subparagraph (D) of this Section 
  at any time (including, without limitation, any time before, during or after 
  the time when any such determination may be requested of, be under 
  consideration by or have been denied or disregarded by the disinterested 
  directors under subparagraph (A) or by independent legal counsel under 
  subparagraph (B) or by the shareholders under subparagraph (C) of this 
  Section); and no failure for any reason to make any such determination, and 
  no decision for any reason to deny any such determination, by the 
  disinterested directors under subparagraph (A) or by independent legal 
  counsel under subparagraph (B) or by shareholders under subparagraph (C) of 
  this Section shall be evidence in rebuttal of the presumption recited in 
  Section 1.  Any determination made by the disinterested directors under 
  subparagraph (A) of this Section or by independent legal counsel under 
  subparagraph (B) of this Section to make indemnification in respect of any 
  claim, issue or matter asserted in an action or suit threatened or brought 
  by or in the right of the Corporation shall be promptly communicated to the 
				      5
<PAGE>  6

  person who threatened or brought such action or suit, and within ten (10) 
  days after receipt of such notification such person shall have the right to 
  petition the Court of Common Pleas of Butler County, Ohio or the court in 
  which such action or suit was brought, if any, to review the reasonableness 
  of such determination.

	    Section 5.   Advances for Expenses.  Expenses (including, without 
  limitation, attorneys fees, filing fees, court reporters' fees and transcript 
  costs) incurred in defending any action, suit or proceeding referred to in 
  Section 1 shall be paid by the corporation in advance of the final 
  disposition of such action, suit or proceeding to or on behalf of the 
  officer, Director or other person entitled to indemnify under Section 1 
  promptly as such expenses are incurred by him, but only if such officer, 
  Director or other person shall first agree, in writing, to repay all amounts 
  so paid in respect of any claim, issue or other matter asserted in such 
  action, suit or proceeding in defense of which he shall not have been 
  successful on the merits or otherwise:

	    (A)  unless it shall ultimately be determined as provided in 
  Section 4 that he is not entitled to be indemnified by the corporation as 
  provided under Section 1; or

	    (B)  if, in respect of any claim, issue or other matter asserted by 
  or in the right of the corporation in such action or suit, he shall have been 
  adjudged to be liable for gross negligence or misconduct (other than 
  negligence) in the performance of his duty to the corporation, unless and 
  only to the extent that the Court of Common Pleas of Butler County, Ohio of 
  the court in which such action or suit was brought shall determine upon 
  application that, despite such adjudication of liability, and in view of all 
  the circumstances, he is fairly and reasonably entitled to all or part of 
  such indemnification.

	    Section 6.   Article V Not Exclusive.  The indemnification provided 
  by this Article V shall not be exclusive of any other rights to which any 
  person seeking indemnification may be entitled under the Articles or the 
  Regulations or any agreement, vote of shareholders of the corporation or 
  disinterested directors, or otherwise, both as to action in his official 
  capacity and as to action in another capacity while holding such office, and 
  shall continue as to a person who has ceased to be an officer or director of 
  the corporation and shall inure to the benefit of the heirs, executors, and 
  administrators of such a person.

	    Section 7.   Insurance.  The corporation may purchase and maintain 
  insurance on behalf of any person who is or was a director, trustee, officer, 
  employee or agent of the corporation, or is or was serving at the request of 
  the corporation as a director, trustee, officer, employee, or agent of 
  another corporation (domestic or foreign, nonprofit or for profit), 
  partnership, joint venture, trust, or other enterprise, against any liability 
  asserted against him and incurred by him in any such capacity, or arising out 
  of his status as such, whether or not the corporation would have the 
  obligation or the power to indemnify him against such liability under the 
  provisions of this Article V.

	    Section 8.   Certain Definitions.  For purposes of this Article V, 
  and as examples and not by way of limitation:
				      6
<PAGE>  7
		
	    (A)     A person claiming indemnification under this Article V 
  shall be deemed to have been successful on the merits or otherwise in defense 
  of any action, suit or proceeding referred to in Section 1, or in defense of 
  any claim, issue or other matter therein, if such action, suit or proceeding 
  shall be terminated as to such person, with or without prejudice, without the 
  entry of a judgment or order against him, without a conviction of him, 
  without the imposition of a fine upon him, and without his payment or 
  agreement to pay any amount in settlement thereof (whether or not any such 
  termination is based upon a judicial or other determination of the lack of 
  merit of the claims made against him or otherwise results in a vindication of 
  him); and

	    (B)     References to an "other enterprise" shall include employee 
  benefit plans; references to a "fine" shall include any excise taxes assessed 
  on a person with respect to an employee benefit plan; and references to 
  "serving at the request of the corporation" shall include any service as a 
  director, officer, employee or agent of the corporation which imposes duties 
  on, or involved services by, such director, officer, employee or agent with 
  respect to an employee benefit plan, its participants or beneficiaries; and a 
  person; who acted in good faith and in a manner he reasonably believed to be 
  in the best interests of the participants and beneficiaries of an employee 
  benefit plan shall be deemed to have acted in a manner "not opposed to the 
  best interest of the corporation" within the meaning of that term as used in 
  this Article V.

	    Section 9.   Venue.  Any action, suit or proceeding to determine a 
  claim for indemnification under this Article V may be maintained by the 
  person claiming such indemnification, or by the corporation, in the Court of 
  Common Pleas of Butler County, Ohio.  The corporation and (by claiming such 
  indemnification) each such person consent to the exercise of jurisdiction 
  over its or his person by the Court of Common Pleas of Butler County, Ohio in 
  any such action, suit or proceeding.

	    Division (E) of Section 1701.13 of the Ohio Revised Code addresses 
  indemnification by an Ohio corporation and provides as follows:

	    (E) (1) A corporation may indemnify or agree to indemnify any 
  person who was or is a party, or is threatened to be made a party, to any 
  threatened, pending, or completed action, suit, or proceeding, whether civil, 
  criminal, administrative, or investigative, other than an action by or in the 
  right of the corporation, by reason of the fact that he is or was a director, 
  officer, employee, member, manager, or agent of the corporation, or is or was 
  serving at the request of the corporation as a director, trustee, officer, 
  employee, member, manager, or agent of another cooperation, domestic or 
  foreign, nonprofit or for profit, a limited liability company, or a 
  partnership, joint venture, trust, or other enterprise, against expenses, 
  including attorney's fees, judgments, fines, and amounts paid in settlement 
  actually and reasonably incurred by him in connection with such action, suit, 
  or proceeding, if he acted in good faith and in a manner he reasonably 
  believed to be in or not opposed to the best interests of the corporation, 
  and, with respect to any criminal action or proceeding, if he had no 
  reasonable cause to believe his conduct was unlawful.  The termination of any 
  action, suit or proceeding by judgment, order, settlement, or conviction, or 
  upon a plea of nolo contendere or its equivalent, shall not, of itself, 
				      7
<PAGE>  8
  
  create a presumption that the person did not act in good faith and in a 
  manner he reasonably believed to be in or not opposed to the best interests 
  of the corporation and, with respect to any criminal action or proceeding, he 
  had reasonable cause to believe that his conduct was unlawful.

	    (2)     A corporation may indemnify or agree to indemnify any 
  person who was or is a party, or is threatened to be made a party, to any 
  threatened, pending, or completed action or suit by or in the right of the 
  corporation to procure a judgment in its favor, by reason of the fact that he 
  is or was a director, officer, employee, or agent of the corporation, or is 
  or was serving at the request of the corporation as a director, trustee, 
  officer, employee, member, manager, or agent of another corporation, 
  domestic or foreign, nonprofit or for profit, a limited liability company, or 
  a partnership, joint venture, trust, or other enterprise, against expenses, 
  including attorney's fees, actually and reasonably incurred by him in 
  connection with the defense or settlement of such action or suit, if he acted 
  in good faith and in a manner he reasonably believed to be in or not opposed 
  to the best interests of the corporation, except that no indemnification 
  shall be made in respect of any of the following:

	    (a)     Any claim, issue, or matter as to which such person is 
  adjudged to be liable for negligence or misconduct in the performance of his 
  duty to the corporation unless, and only to the extent that, the court of 
  common pleas or the court in which such action or suit was brought 
  determines, upon application, that, despite the adjudication of liability, 
  but in view of all the circumstances of the case, such person is fairly and 
  reasonably entitled to indemnity for such expenses as the court of common 
  pleas or such other court shall deem proper;

	    (b)     Any action or suit in which the only liability asserted 
  against a director is pursuant to Section 1701.95 of the Revised Code.

	    (3)     To the extent that a director, trustee, officer, employee, 
  member, manager, or agent has been successful on the merits or otherwise in 
  defense of any action, suit, or proceeding referred to in division (E) (1) or 
  (2) of this section, or in defense of any claim, issue, or matter therein, he 
  shall be indemnified against expenses, including attorney's fees, actually 
  and reasonably incurred by him in connection with the action, suit, or 
  proceeding.

	    (4)     Any indemnification under division (E) (1) or (2) of this 
  section, unless ordered by a court, shall be made by the corporation only as 
  authorized in the specific case, upon a determination that indemnification of 
  the director, trustee, officer, employee, member, manager, or agent is proper 
  in the circumstances because he has met the applicable standard of conduct 
  set forth in division (E) (1) or (2) of this section.  Such determination 
  shall be made as follows:

	    (a)     By a majority vote of a quorum consisting of directors of 
  the indemnifying corporation who were not and are not parties to or 
  threatened with the action, suit, or proceeding referred to in division (E) 
  (1) or (2) of this section,
				      8
<PAGE>  9
		
	    (b)     If the quorum described in division (E) (4) (a) of this 
  section is not obtainable or if a majority vote of a quorum of disinterested 
  directors so directs, in a written opinion by independent legal counsel other 
  than an attorney, or a firm having associated with it an attorney, who has 
  been retained by or who has performed services for the corporation or any 
  person to be indemnified within the past five years;

	    (c)     By the shareholders;

	    (d)     By the Court of Common Pleas or the court in which the 
  action, suit, or proceeding referred to in division (E) (1) or (2) of this 
  section was brought.

	    Any determination made by the disinterested directors under 
  Division (E) (4) (a) or by independent legal counsel under division (E) (4) 
  (b) of this section shall be promptly communicated to the person who 
  threatened or brought the action or suit by or in the right of the 
  corporation under division (E) (2) of this section, and, within ten days 
  after receipt of such notification, such person shall have the right to 
  petition the court of common pleas or the court in which such action or suit 
  was brought to review the reasonableness of such determination.

	    (5) (a) Unless at the time of a director's act or omission that is 
  the subject of an action, suit, or proceeding referred to in division (E) (1) 
  or (2) of this section, the articles or the regulations of a corporation 
  state, by specific reference to this division, that the provisions of this 
  division do not apply to the corporation and unless the only liability 
  asserted against a director in an action, suit, or proceeding referred to in 
  division (E) (1) or (2) of this section is pursuant to Section 1701.95 of the 
  Revised Code, expenses, including attorney's fees, incurred by a director in 
  defending the action, suit, or proceeding shall be paid by the corporation as 
  they are incurred, in advance of the final disposition of the action, suit, 
  or proceeding, upon receipt of any undertaking by or on behalf of the 
  director in which he agrees to do both of the following:

	    (i)     Repay such amount if it is proved by clear and convincing 
  evidence in a court of competent jurisdiction that his action or failure to 
  act involved an act or omission undertaken with deliberate intent to cause 
  injury to the corporation or undertaken with reckless disregard for the best 
  interests of the corporation;

	    (ii)    Reasonably cooperate with the corporation concerning the 
  action, suit, or proceeding.

	    (b)     Expenses, including attorney's fees, incurred by a 
  director, trustee, officer, employee, member, manager, or agent in defending 
  any action, suit, or proceeding referred to in division (E) (1) or (2) of 
  this section, may be paid by the corporation as they are incurred, in advance 
  of the final disposition of the action, suit, or proceeding as authorized by 
  the directors in the specific case, upon receipt of an undertaking by or on 
  behalf of the director, trustee, officer, employee, member, manager or agent 
  to repay such amount, if it ultimately is determined that he is not entitled 
  to be indemnified by the corporation.
				      9
<PAGE>  10
	    (6)     The indemnification authorized by this section shall not 
  be exclusive of, and shall be in addition to, any other rights granted to 
  those seeking indemnification  under the articles, the regulations, any 
  agreement, a vote of shareholders or disinterested directors, or otherwise, 
  both as to action in their official capacities and as to action in another 
  capacity while holding their offices, or positions, and shall continue as to 
  a person who has ceased to be a director, trustee, officer, employee, member, 
  manager, or agent and shall inure to the benefit of the heirs, executors, and 
  administrators of such a person.

	    (7)     A corporation may purchase and maintain insurance or 
  furnish similar protection, including, but not limited to, trust funds, 
  letters of credit, or self-insurance, on behalf of or for any person who is 
  or was a director, officer, employee, or agent of the corporation, or is or 
  was serving at the request of the corporation as a director, trustee, 
  officer, employee, member, manager, or agent of another corporation, domestic 
  or foreign, nonprofit or for profit, a limited liability company, or a 
  partnership, joint venture, trust, or other enterprise, against any liability 
  asserted against him and incurred by him in any such capacity, or arising out 
  of his status as such, whether or not the corporation would have the power to 
  indemnify him against such liability under this section. Insurance may be 
  purchased from or maintained with a person in which the corporation has a 
  financial interest.

	    (8)     The authority of a corporation to indemnify persons 
  pursuant to division (E) (1) or (2) of this section does not limit the 
  payment of expenses as they are incurred, indemnification, insurance, or 
  other protection that may be provided pursuant to divisions (E) (5), (6), and 
  (7) of this section.  Divisions (E) (1) and (2) of this section do not create 
  any obligation to repay or return payments made by the corporation pursuant 
  to division (E) (5), (6), or (7).

	    (9)     As used in division (E) of this section, "corporation" 
  includes all constituent entities in a consolidation or merger and the new or 
  surviving corporation, so that any person who is or was a director, officer, 
  employee, trustee, member, manager, or agent of such a constituent entity, or 
  is or was serving at the request of such constituent entity, as a director, 
  trustee, officer, employee, member, manager, or agent of another corporation, 
  domestic or foreign, nonprofit or for profit, a limited liability company, or 
  a partnership, joint venture, trust, or other enterprise, shall stand in same 
  position under this section with respect to the new or surviving corporation 
  as he would if he had served the new or surviving corporation in the same 
  capacity.

	    The Registrant has purchased insurance coverage under a policy 
  which insures directors and officers against certain liabilities which might 
  be incurred by them in such capacity.

	    Section 11.7 of the Ohio Casualty Insurance Company Employee 
  Savings Plan (the "Plan") addresses the indemnification of certain persons in 
  connection with the operation of the Plan and provides, in pertinent part, as 
  follows:

	    Each member of the Committee shall be indemnified by the Company 
  against expenses (other than amounts paid in settlement not approved by the 
				     10
<PAGE>  11

  Company) reasonably incurred by him in connection with any action to which 
  he may be a party by reason of his membership in the Committee, except in 
  relation to matters as to which he shall be adjudged in such action to be 
  liable for willful misconduct in the performance of his duty as such member.  
  The foregoing right of indemnification shall be in addition to any other 
  right to which any such member may be entitled as a matter of law.

  Item 7.   Exemption from Registration Claimed.
  --------------------------------------------
	    Not applicable.

  Item 8.   Exhibits.
  -------------------
	    See the Index to Exhibits attached hereto beginning at page 16.

       The undersigned Registrant hereby undertakes to submit the Plan, or 
  cause the Plan to be submitted, to the Internal Revenue Service (the "IRS") 
  in a timely manner and has made or will make all changes required by the IRS 
  in order to qualify the Plan.

  Item 9. Undertakings.
  ---------------------
  A.   The undersigned Registrant hereby undertakes:

	  (1)  To file, during any period in which offers or sales are being 
	       made, a post-effective amendment to this Registration Statement:

	       (i)     To include any prospectus required by Section 10 (a) (3) 
		       of the Securities Act of 1933;

	       (ii)    To reflect in the prospectus any facts or events 
		       arising after the effective date of the Registration
		       Statement (or the most recent post-effective 
		       amendment thereof) which, individually or in the
		       aggregate, represent a fundamental change in the 
		       information set forth in the Registration Statement; 
		       and

	       (iii)   To include any material information with respect
		       to the plan of distribution not previously disclosed
		       in the Registration Statement or any material
		       change to such information in the Registration
		       Statement; 

       provided, however, that paragraphs A (1) (i) and A (1) (ii) do not apply 
       if the  information required to be included in a post-effective 
       amendment by those paragraphs is contained in periodic reports filed 
       with or furnished to the Commission by the Registrant pursuant to 
       Section 13 or Section 15 (d) of the Securities Exchange Act of 1934 that 
       are incorporated by reference in the Registration Statement.
				    11
<PAGE>  12

	    (2)     That, for the purpose of determining any liability under 
		    the Securities Act of 1933, each such post-effective 
		    amendment shall be deemed to be a new registration 
		    statement relative to the securities offered therein, and 
		    the offering of such securities at that time shall be 
		    deemed to be the initial bona fide offering thereof.
	    (3)     To remove from registration by means of a post-effective 
		    amendment any of the securities being registered which 
		    remain unsold at the termination of the offering.

  B.        The undersigned Registrant hereby undertakes that, for purposes of 
  determining any liability under the Securities Act of 1933, each filing of 
  the Registrant's annual report pursuant to Section 13 (a) or Section 15 (d) 
  of the Securities Exchange Act of 1934 (and each filing of the Plan's annual 
  report pursuant to Section 15 (d) of the Securities Exchange Act of 1934) 
  that is incorporated by reference in the Registration Statement shall be 
  deemed to be a new registration statement relating to the securities offered 
  therein, and the offering of such securities at that time shall be deemed to 
  be the initial bona fide offering thereof.

  C.        Insofar as indemnification for liabilities arising under the 
  Securities Act of 1933 may be permitted to directors, officers and 
  controlling persons of the Registrant pursuant to the provisions described 
  in Item 6 of this Part II , or otherwise, the Registrant has been advised 
  that in the opinion of the Securities and Exchange Commission such 
  indemnification is against public policy as expressed in the Act and is, 
  therefore, unenforceable.  In the event that a claim for indemnification 
  against such liabilities (other than the payment by the Registrant of 
  expenses incurred or paid by a director, officer or controlling person of the 
  Registrant in the successful defense of any action, suit or proceeding) is 
  asserted by such director, officer or controlling person in connection with 
  the securities being registered, the Registrant will, unless in the opinion 
  of its counsel the matter has been settled by controlling precedent, submit 
  to a court of appropriate jurisdiction the question whether such 
  indemnification by it is against public policy as expressed in the Act and 
  will be governed by the final adjudication of such issue.

				    12
<PAGE>  13

				 SIGNATURES

    The Registrant.   Pursuant to the requirements of the Securities Act of 
    --------------
  1933, the Registrant certifies that it has reasonable grounds to believe that 
  it meets all of the requirements for filing on Form S-8 and has duly caused 
  this Registration Statement to be signed on its behalf by the undersigned, 
  thereunto duly authorized, in the City of Hamilton, State of Ohio, on the 
  30th day of December, 1998.

					      OHIO CASUALTY CORPORATION


					   By:/s/ Lauren N. Patch
					      -------------------------------
					      Lauren N. Patch, President and
						  Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this 
  Registration Statement has been signed by the following persons in the 
  capacities indicated on the 30th day of December.

				    13
<PAGE>  14
<TABLE>
<CAPTION>

     Signature                             Title                             Date
     ---------                             -----                             ----
  <S>                        <C>                                        <C>
  /s/ Lauren N. Patch      
  -----------------------
  Lauren N. Patch            President and Chief Executive Officer      December 30, 1998

  
  Joseph L. Marcum*  
  -----------------------
  Joseph L. Marcum           Chairman of the Board                      December 30, 1998


  William L. Woodall*  
  -----------------------
  William L. Woodall         Vice Chairman of the Board                 December 30, 1998


  Barry S. Porter*
  -----------------------
  Barry S. Porter            Chief Financial Officer and Treasurer      December 30, 1998


  Michael L. Evans*     
  -----------------------
  Michael L. Evans           Vice President                             December 30, 1998


  Arthur J. Bennert*
  -----------------------
  Arthur J. Bennert          Director                                   December 30, 1998


  Vaden Fitton*
  -----------------------
  Vaden Fitton               Director                                   December 30, 1998


  Jeffrey D. Lowe*
  -----------------------
  Jeffrey D. Lowe            Director                                  December 30, 1998


  Stephen S. Marcum*
  -----------------------
  Stephen S. Marcum          Director                                   December 30, 1998


  Stanely N. Pontius
  -----------------------
  Stanley N. Pontius         Director                                   December 30, 1998


  Howard L. Sloneker III
  -----------------------
  Howard L. Sloneker III     Director                                   December 30, 1998


  Jack E. Brown
  -----------------------
  Jack E. Brown              Director                                   December 30, 1998


  Catherine E. Dolan
  -----------------------
  Catherine E. Dolan         Director                                   December 30, 1998


  Wayne R. Embry
  -----------------------
  Wayne R. Embry             Director                                   December 30, 1998

</TABLE>
  
  *  By Power of Attorney
       /s/  Lauren N. Patch  
       -----------------------   
       Lauren N. Patch
       (Attorney in Fact)

				    14
<PAGE>  15

    The Plan.   Pursuant to the requirements of the Securities Act of 1933, 
    --------
  the trustees (or other persons who administer the employee benefit plan) have 
  duly caused this Registration Statement to be signed on its behalf by the 
  undersigned, thereunto duly authorized, in the City of Hamilton, State of 
  Ohio, on December 30, 1998.


				   OHIO CASUALTY INSURANCE COMPANY
				   EMPLOYEE SAVINGS PLAN

				   By: /s/ Lauren N. Patch
				      -----------------------------------
				      Lauren N. Patch
				      Member of the Retirement Committee

				    15
<PAGE>  16
<TABLE>
<CAPTION>
			     INDEX TO EXHIBITS
			     -----------------
   
   Exhibit No.              Description                            Page No.
   -----------              -----------                            --------
     <S>                <C>                                  <C>
     4 (a)              Certificate of Amended               Incorporated herein by
			Articles of Incorporation of         reference to the Registrant's
			Ohio Casualty Corporation            Current Report on Form 8-K
			("Registrant") as filed with         filed December 15, 1998 
			the Ohio Secretary of State on       with the SEC (Exhibit 4(a))
			May 25, 1983.

     4 (b)              Certificate of Amendments            Incorporated herein by
			to the Articles of                   reference to the Registrant's
			Incorporation of the                 Current Report on Form 8-K
			Registrant as filed with the         filed December 15, 1998
			Ohio Secretary of State on           with the SEC. (Exhibit 4(b))
			November 21, 1986.

     4 (c)              Certificate of Amendment             Incorporated herein by
			to Amended Articles of               reference to the Registrant's
			Incorporation of the                 Current Report on Form 8-K
			Registrant as filed with the         filed December 15, 1998
			Ohio Secretary of State on           with the SEC. (Exhibit 4 (c))
			April 29, 1992.
	   
     4 (d)              Certificate of Amendment             Incorporated herein by
			to Amended Articles of               reference to the Registrant's
			Incorporation of the                 Current Report on Form 8-K
			Registrant as filed with the         filed December 15, 1998
			Ohio Secretary of State on           with the SEC. (Exhibit 4 (d))
			April 30, 1996.

     4 (e)              Amended Articles of                  Incorporated herein by 
			Incorporation of the                 reference to the Registrant's
			Registrant (reflecting               Current Report on Form 8-K
			amendments through April             filed December 15, 1998
			30, 1996) [for SEC                   with the SEC. (Exhibit 4 (e))
			reporting compliance 
			purposes only not filed with 
			Ohio Secretary of State]

     4 (f)              Code of Regulations of the           Incorporated herein by
			Registrant                           reference to the Registrant's
							     Current Report on Form 8-K
							     filed December 15, 1998
							     with the SEC. (Exhibit 4(f))
</TABLE>                                    
				    16

<PAGE> 17
<TABLE>
<CAPTION>

   Exhibit No.              Description                            Page No.
   ----------               -----------                            -------
     <S>                <C>                                  <C>
     4 (g)              Amended and Restated                 Incorporated herein by
			Rights Agreement, dated as           reference to the Registrant's
			of February 19, 1998,                Form 8-A/A Amendment
			between the Registrant and           No. 3, dated March 5, 1998,
			First Chicago Trust                  and filed March 6, 1998
			Company of New York, as              with the SEC. (Exhibit 4 (g))
			Rights Agent

      23                Consent of              
			PricewaterhouseCoopers                       18
			LLP

      24                Powers of Attorney                          19-31

</TABLE>                                    
				    17

<PAGE>  18                                    
							      Exhibit 23

		      Consent of Independent Accountants

  We consent to the incorporation by reference in this registration statement 
  on Form S-8 to be filed on December 30, 1998 of our report dated January 30,
  1998, except as to the information presented in Note 16, for which the date
  is February 19, 1998, on our audits of the consolidated financial statements
  of Ohio Casualty Corporation and subsidiairies as of December 31, 1997, 1996
  and 1995 appearing in the Annual Report on Form 10-K of Ohio Casualty 
  Corporation filed with the Securities and Exchange Commission pursuant to the
  Securities Act of 1934.



  /s/ PricewaterhouseCoopers LLP
  ------------------------------
  Cincinnati, Ohio
  December 29, 1998

				    18
<PAGE>  19
							      Exhibit 24
			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.



						   /s/ Barry S. Porter
						   ----------------------------
						   Barry S. Porter
				    19
<PAGE>  20

			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.


						
						   /s/ Arthur J. Bennert
						   ---------------------------
						   Arthur J. Bennert

				    20
<PAGE>  21

			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.



						   /s/ Jack E. Brown
						   ---------------------------
						   Jack E. Brown

				    21
<PAGE>  22

			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.


						   /S/ Catherine E. Dolan
						   ---------------------------
						   Catherine E. Dolan

				    22
<PAGE>  23

			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.


						   /s/ Wayne Embry
						   ---------------------------
						   Wayne Embry

				    23
<PAGE>  24

			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.



						   /s/ Vaden Fitton
						   ---------------------------
						   Vaden Fitton

				    24
<PAGE>  25

			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.



						   /s/ Jeffery D. Lowe
						   ---------------------------
						   Jeffery D. Lowe

				    25
<PAGE>  26

			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.



						   /s/ Joseph L. Marcum
						   ---------------------------
						   Joseph L. Marcum

				    26
<PAGE>  27

			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.



						   /s/ Stephen S. Marcum
						   ---------------------------
						   Stephen S. Marcum

				    27
<PAGE>  28

			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.



						   /s/ Lauren N. Patch
						   ---------------------------
						   Lauren N. Patch

				    28
<PAGE>  29

			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.



						   /s/ Stanely N. Pontius
						   ---------------------------
						   Stanley N. Pontius

				    29
<PAGE>  30

			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.



						   /s/ Howard L. Sloneker III
						   ---------------------------
						   Howard L. Sloneker III

				    30
<PAGE>  31

			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.



						   /s/ William L. Woodall
						   ---------------------------
						   William L. Woodall

				    31
[{"type": "S-8", "sequence": "1", "description": "OHIO CASUALTY S-8", "secsgml_size_bytes": 67060}]
{"company-data": {"conformed-name": "OHIO CASUALTY CORP", "cik": "0000073952", "assigned-sic": "6331", "irs-number": "310783294", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69895", "film-number": "98778131"}, "business-address": {"street1": "136 N THIRD ST", "city": "HAMILTON", "state": "OH", "zip": "45025", "phone": "5138673000"}, "mail-address": {"street1": "136 N THIRD ST", "city": "HAMILTON", "state": "OH", "zip": "45025"}}
1

    As filed with the Securities and Exchange Commission on December 30, 1998
			      Registration No. 333-___________________________
  -----------------------------------------------------------------------------
  
		      SECURITIES AND EXCHANGE COMMISSION
			   Washington, D.C. 20549

		   _________________________________________

				 FORM S-8

	    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
		   _________________________________________

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

	   Ohio                                              31-0783294
-------------------------------                       ------------------------
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                           Identification No.)

136 North Third Street, Hamilton, Ohio                          45025
------------------------------------------------------------------------------
(Address of Principal Executive Offices)                      (Zip Code)

		       The Ohio Casualty Insurance Company
			      Employee Savings Plan
		       -----------------------------------     
			    (Full title of the plan)

			   Barry S. Porter
			   Treasurer
			   Ohio Casualty Corporation
			   136 North Third Street
			   Hamilton, Ohio 45025
			   ---------------------------------------
			   (Name and address of agent for service)

				 (513) 867-3000
	   -------------------------------------------------------------
	   (Telephone number, including area code, of agent for service)
			    ___________________________

		       Index to Exhibits begin at page 16.
2

					      [Continuation of Facing Page]
-----------------------------------------------------------------------------
			 Calculation of Registration Fee

  -----------------------------------------------------------------------------
				      Proposed       Proposed
      Title of                    maximum offering   maximum
     securities        Amount          price         aggregate      Amount of
       to be            to be        per unit (2)    offering     registration
   registered (1)     registered                     price (2)        fee
  -----------------------------------------------------------------------------
Common Shares,       750,000      $ 41.875      $ 31,406,250     $ 8,731
  $.125 Par Value (3) 

  -----------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416 (c) under the Securities Act of 1933, 
  this Registration Statement also covers an indeterminate amount of interests 
  to be offered or sold pursuant to the employee benefit plan described herein.

  (2)  Estimated solely for the purpose of calculating the aggregate offering 
  price and the registration fee pursuant to Rules 457 (c) and (h) promulgated 
  under the Securities Act of 1933, as amended, and computed on the basis of 
  $41.875 per share, which price is the average of the high and low sales 
  prices of the Common Shares as reported on the NASDAQ National Market System 
  on December 28, 1998.

  (3)  This Registration Statement also covers related Common Share Purchase 
  Rights (the "Rights") which evidence the right to purchase, under certain 
  conditions, one Common Share, $.125 par value.  Registrant is required to 
  deliver one-half of one Right with each Common Share that becomes outstanding 
  until the "distribution date" for the Rights, at which date the Rights will 
  commence trading separately from the Common Shares.

				      2
3

				     Part II

	     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Item 3.   Incorporation of Documents by Reference.
  --------------------------------------------------
	    The Annual Report on Form 10-K for the fiscal year ended December 
  31, 1997 of Ohio Casualty Corporation (the "Registrant") and all other 
  reports filed with the Securities and Exchange Commission (the "Commission") 
  pursuant to the requirements of Section 13 (a) or Section 15 (d) of the 
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), since that 
  date are hereby incorporated by reference.

	    The description of the Registrant's Common Shares contained in the 
  Registrant's Current Report on Form 8-K filed with the Commission on December 
  15, 1998, and the description of the Common Share Purchase Rights of the 
  Registrant contained in the Registrant's Form 8-A/A Amendment No. 3 filed 
  with the Commission on March 6, 1998, or contained in any subsequent 
  amendment or report filed for the purpose of updating such descriptions, are 
  hereby incorporated by reference.

	    Any definitive proxy statement or information statement filed 
  pursuant to Section 14 of the Exchange Act and all documents which may be 
  filed with the Commission pursuant to Section 13, 14 or 15 (d) of the 
  Exchange Act subsequent to the date hereof and prior to the completion of 
  the offering contemplated hereby, shall also be deemed to be incorporated 
  herein by reference and to be made a part hereof from the date of filing of 
  such documents; provided, however, that no report of the Compensation 
  Committee of the Board of Directors of the Registrant on executive 
  compensation and no performance graph included in any proxy statement or 
  information statement filed pursuant to Section 14 of the Exchange Act shall 
  be deemed to be incorporated herein by reference.

  Item 4.   Description of Securities.
  ------------------------------------
	    Not applicable.

  Item 5.   Interests of Named Experts and Counsel.
  -------------------------------------------------
	    Not applicable.
				      3
4

  Item 6.  Indemnification of Directors and Officers.
  ---------------------------------------------------
	   Article V of the Regulations of the Registrant governs the 
  indemnification of officers and directors of the Registrant.  Article V 
  provides:

	    Section 1.   Mandatory Indemnification.  The corporation shall 
  indemnify (A) any officer or director of the corporation and (B) any person 
  (including an officer or director of the corporation) who has served or is 
  serving at the request of the corporation as a director, trustee or officer 
  of another corporation (domestic or foreign, nonprofit or for profit), 
  partnership, joint venture, trust or other enterprise who was or is a party 
  or is threatened to be made a party to any threatened, pending or completed 
  action, suit or proceeding, whether civil, criminal, administrative, or 
  investigative (including, without limitation, any action threatened or 
  instituted by or in the right of the corporation) by reason of the fact that 
  he is or was a director, trustee, officer, employee, or agent of the 
  corporation, or is or was serving at the request of the corporation as a 
  director, trustee, officer, employee, or agent of another corporation 
  (domestic or foreign, nonprofit or for profit), partnership, joint venture, 
  trust, or other enterprise, against expenses (including, without limitation, 
  attorneys' fees, filing fees, court reporters' fees and transcript costs), 
  judgments, fines and amounts paid in settlement actually and reasonably 
  incurred by him in connection with such action, suit or proceeding if he 
  acted in good faith and in a manner he reasonably believed to be in or not 
  opposed to the best interests of the corporation, and with respect to any 
  criminal action or proceeding, he had no reasonable cause to believe his 
  conduct was unlawful.  A person claiming indemnification under this Section 1 
  shall be presumed in respect of any act or omission giving rise to such claim 
  for indemnification, to have acted in good faith and in a manner he 
  reasonably believed to be in or not opposed to the best interests of the 
  corporation, and with respect to any criminal matter, to have had no 
  reasonable cause to believe his conduct was unlawful, and the termination of 
  any action, suit, or proceeding by judgment, order, settlement, or 
  conviction, or upon a plea of nolo contendere or its equivalent, shall not, 
  of itself, rebut such presumption.

	    Section 2.   Court-Approved Indemnification.  Anything contained in 
  the Regulations or elsewhere to the contrary notwithstanding:

	    (A)   the corporation shall not indemnify (i) any officer or 
  director of the corporation, or (ii) any person (including an officer or 
  director of the corporation) who has served or is serving at the request of 
  the corporation as a director, trustee or officer of another corporation 
  (domestic or foreign, nonprofit or for profit), partnership, joint venture, 
  trust or other enterprise who was a party to any completed action or suit 
  instituted by or in the right of the corporation to procure a judgment in its 
  favor by reason of the fact that he is or was a director, officer employee or 
  agent of the corporation, or is or was serving at the request of the 
  corporation as a director, trustee, officer, employee or agent of another 
  corporation (domestic or foreign, nonprofit or for profit), partnership, 
  joint venture, trust or other enterprise, in respect of any claim, issue or 
  matter asserted in such action or suit as to which he shall have been 
  adjudged to be liable for gross negligence or misconduct (other than 
  negligence) in the performance of his duty to the corporation unless and only 
				      4
5

  to the extent that the Court of Common Pleas of Butler County, Ohio or the 
  court in which such action or suit was brought shall determine upon 
  application that despite such adjudication of liability, and in view of all 
  the circumstances of the case, he is fairly and reasonably entitled to such 
  indemnity as such Court of Common Pleas or such other court shall deem 
  proper; and 
  
	    (B)   the corporation shall promptly make any such unpaid 
  indemnification as is determined by a court to be proper as contemplated by 
  this Section 2.

	    Section 3.   Indemnification for Expenses.  Anything contained in 
  the Regulations or elsewhere to the contrary notwithstanding, to the extent 
  that an officer or director of the corporation or any person (including an 
  officer or director of the corporation) who has served or is serving at the 
  request of the corporation as a director, trustee or officer of another 
  corporation (domestic or foreign, nonprofit or for profit), partnership, 
  joint venture, trust or other enterprise has been successful on the merits 
  or otherwise in defense of any action, suit of proceeding referred to in 
  Section 1, or in defense of any claim, issue or matter therein, he shall be 
  promptly indemnified by the corporation against expenses (including, without 
  limitation, attorneys' fees, filing fees, court reporters' fees and 
  transcript costs) actually and reasonably incurred by him in connection 
  therewith.

	    Section 4.   Determination Required.  Any indemnification required 
  under Section 1 and not precluded under Section 2 shall be made by the 
  corporation only upon a determination that such indemnification is proper in 
  the circumstances because the person has met the applicable standard of 
  conduct set forth in Section 1.  Such determination may be made only (A) by a 
  majority vote of a quorum consisting of directors of the corporation who were 
  not and are not parties to, or threatened with, any such action, suit or 
  proceeding or (B) if such a quorum is not obtainable or if a majority of a 
  quorum of disinterested directors so directs, in a written opinion by 
  independent legal counsel other than an attorney, or a firm having associated 
  with it an attorney, who has been retained by or who has performed services 
  for the corporation, or any person to be indemnified, within the past five 
  years or (C) by the shareholders or (D) by the Court of Common pleas of 
  Butler County, Ohio or (if the corporation is a party thereto) the court in 
  which such action, suit or proceeding was brought, if any; any such 
  determination may be made by a court under subparagraph (D) of this Section 
  at any time (including, without limitation, any time before, during or after 
  the time when any such determination may be requested of, be under 
  consideration by or have been denied or disregarded by the disinterested 
  directors under subparagraph (A) or by independent legal counsel under 
  subparagraph (B) or by the shareholders under subparagraph (C) of this 
  Section); and no failure for any reason to make any such determination, and 
  no decision for any reason to deny any such determination, by the 
  disinterested directors under subparagraph (A) or by independent legal 
  counsel under subparagraph (B) or by shareholders under subparagraph (C) of 
  this Section shall be evidence in rebuttal of the presumption recited in 
  Section 1.  Any determination made by the disinterested directors under 
  subparagraph (A) of this Section or by independent legal counsel under 
  subparagraph (B) of this Section to make indemnification in respect of any 
  claim, issue or matter asserted in an action or suit threatened or brought 
  by or in the right of the Corporation shall be promptly communicated to the 
				      5
6

  person who threatened or brought such action or suit, and within ten (10) 
  days after receipt of such notification such person shall have the right to 
  petition the Court of Common Pleas of Butler County, Ohio or the court in 
  which such action or suit was brought, if any, to review the reasonableness 
  of such determination.

	    Section 5.   Advances for Expenses.  Expenses (including, without 
  limitation, attorneys fees, filing fees, court reporters' fees and transcript 
  costs) incurred in defending any action, suit or proceeding referred to in 
  Section 1 shall be paid by the corporation in advance of the final 
  disposition of such action, suit or proceeding to or on behalf of the 
  officer, Director or other person entitled to indemnify under Section 1 
  promptly as such expenses are incurred by him, but only if such officer, 
  Director or other person shall first agree, in writing, to repay all amounts 
  so paid in respect of any claim, issue or other matter asserted in such 
  action, suit or proceeding in defense of which he shall not have been 
  successful on the merits or otherwise:

	    (A)  unless it shall ultimately be determined as provided in 
  Section 4 that he is not entitled to be indemnified by the corporation as 
  provided under Section 1; or

	    (B)  if, in respect of any claim, issue or other matter asserted by 
  or in the right of the corporation in such action or suit, he shall have been 
  adjudged to be liable for gross negligence or misconduct (other than 
  negligence) in the performance of his duty to the corporation, unless and 
  only to the extent that the Court of Common Pleas of Butler County, Ohio of 
  the court in which such action or suit was brought shall determine upon 
  application that, despite such adjudication of liability, and in view of all 
  the circumstances, he is fairly and reasonably entitled to all or part of 
  such indemnification.

	    Section 6.   Article V Not Exclusive.  The indemnification provided 
  by this Article V shall not be exclusive of any other rights to which any 
  person seeking indemnification may be entitled under the Articles or the 
  Regulations or any agreement, vote of shareholders of the corporation or 
  disinterested directors, or otherwise, both as to action in his official 
  capacity and as to action in another capacity while holding such office, and 
  shall continue as to a person who has ceased to be an officer or director of 
  the corporation and shall inure to the benefit of the heirs, executors, and 
  administrators of such a person.

	    Section 7.   Insurance.  The corporation may purchase and maintain 
  insurance on behalf of any person who is or was a director, trustee, officer, 
  employee or agent of the corporation, or is or was serving at the request of 
  the corporation as a director, trustee, officer, employee, or agent of 
  another corporation (domestic or foreign, nonprofit or for profit), 
  partnership, joint venture, trust, or other enterprise, against any liability 
  asserted against him and incurred by him in any such capacity, or arising out 
  of his status as such, whether or not the corporation would have the 
  obligation or the power to indemnify him against such liability under the 
  provisions of this Article V.

	    Section 8.   Certain Definitions.  For purposes of this Article V, 
  and as examples and not by way of limitation:
				      6
7
		
	    (A)     A person claiming indemnification under this Article V 
  shall be deemed to have been successful on the merits or otherwise in defense 
  of any action, suit or proceeding referred to in Section 1, or in defense of 
  any claim, issue or other matter therein, if such action, suit or proceeding 
  shall be terminated as to such person, with or without prejudice, without the 
  entry of a judgment or order against him, without a conviction of him, 
  without the imposition of a fine upon him, and without his payment or 
  agreement to pay any amount in settlement thereof (whether or not any such 
  termination is based upon a judicial or other determination of the lack of 
  merit of the claims made against him or otherwise results in a vindication of 
  him); and

	    (B)     References to an "other enterprise" shall include employee 
  benefit plans; references to a "fine" shall include any excise taxes assessed 
  on a person with respect to an employee benefit plan; and references to 
  "serving at the request of the corporation" shall include any service as a 
  director, officer, employee or agent of the corporation which imposes duties 
  on, or involved services by, such director, officer, employee or agent with 
  respect to an employee benefit plan, its participants or beneficiaries; and a 
  person; who acted in good faith and in a manner he reasonably believed to be 
  in the best interests of the participants and beneficiaries of an employee 
  benefit plan shall be deemed to have acted in a manner "not opposed to the 
  best interest of the corporation" within the meaning of that term as used in 
  this Article V.

	    Section 9.   Venue.  Any action, suit or proceeding to determine a 
  claim for indemnification under this Article V may be maintained by the 
  person claiming such indemnification, or by the corporation, in the Court of 
  Common Pleas of Butler County, Ohio.  The corporation and (by claiming such 
  indemnification) each such person consent to the exercise of jurisdiction 
  over its or his person by the Court of Common Pleas of Butler County, Ohio in 
  any such action, suit or proceeding.

	    Division (E) of Section 1701.13 of the Ohio Revised Code addresses 
  indemnification by an Ohio corporation and provides as follows:

	    (E) (1) A corporation may indemnify or agree to indemnify any 
  person who was or is a party, or is threatened to be made a party, to any 
  threatened, pending, or completed action, suit, or proceeding, whether civil, 
  criminal, administrative, or investigative, other than an action by or in the 
  right of the corporation, by reason of the fact that he is or was a director, 
  officer, employee, member, manager, or agent of the corporation, or is or was 
  serving at the request of the corporation as a director, trustee, officer, 
  employee, member, manager, or agent of another cooperation, domestic or 
  foreign, nonprofit or for profit, a limited liability company, or a 
  partnership, joint venture, trust, or other enterprise, against expenses, 
  including attorney's fees, judgments, fines, and amounts paid in settlement 
  actually and reasonably incurred by him in connection with such action, suit, 
  or proceeding, if he acted in good faith and in a manner he reasonably 
  believed to be in or not opposed to the best interests of the corporation, 
  and, with respect to any criminal action or proceeding, if he had no 
  reasonable cause to believe his conduct was unlawful.  The termination of any 
  action, suit or proceeding by judgment, order, settlement, or conviction, or 
  upon a plea of nolo contendere or its equivalent, shall not, of itself, 
				      7
8
  
  create a presumption that the person did not act in good faith and in a 
  manner he reasonably believed to be in or not opposed to the best interests 
  of the corporation and, with respect to any criminal action or proceeding, he 
  had reasonable cause to believe that his conduct was unlawful.

	    (2)     A corporation may indemnify or agree to indemnify any 
  person who was or is a party, or is threatened to be made a party, to any 
  threatened, pending, or completed action or suit by or in the right of the 
  corporation to procure a judgment in its favor, by reason of the fact that he 
  is or was a director, officer, employee, or agent of the corporation, or is 
  or was serving at the request of the corporation as a director, trustee, 
  officer, employee, member, manager, or agent of another corporation, 
  domestic or foreign, nonprofit or for profit, a limited liability company, or 
  a partnership, joint venture, trust, or other enterprise, against expenses, 
  including attorney's fees, actually and reasonably incurred by him in 
  connection with the defense or settlement of such action or suit, if he acted 
  in good faith and in a manner he reasonably believed to be in or not opposed 
  to the best interests of the corporation, except that no indemnification 
  shall be made in respect of any of the following:

	    (a)     Any claim, issue, or matter as to which such person is 
  adjudged to be liable for negligence or misconduct in the performance of his 
  duty to the corporation unless, and only to the extent that, the court of 
  common pleas or the court in which such action or suit was brought 
  determines, upon application, that, despite the adjudication of liability, 
  but in view of all the circumstances of the case, such person is fairly and 
  reasonably entitled to indemnity for such expenses as the court of common 
  pleas or such other court shall deem proper;

	    (b)     Any action or suit in which the only liability asserted 
  against a director is pursuant to Section 1701.95 of the Revised Code.

	    (3)     To the extent that a director, trustee, officer, employee, 
  member, manager, or agent has been successful on the merits or otherwise in 
  defense of any action, suit, or proceeding referred to in division (E) (1) or 
  (2) of this section, or in defense of any claim, issue, or matter therein, he 
  shall be indemnified against expenses, including attorney's fees, actually 
  and reasonably incurred by him in connection with the action, suit, or 
  proceeding.

	    (4)     Any indemnification under division (E) (1) or (2) of this 
  section, unless ordered by a court, shall be made by the corporation only as 
  authorized in the specific case, upon a determination that indemnification of 
  the director, trustee, officer, employee, member, manager, or agent is proper 
  in the circumstances because he has met the applicable standard of conduct 
  set forth in division (E) (1) or (2) of this section.  Such determination 
  shall be made as follows:

	    (a)     By a majority vote of a quorum consisting of directors of 
  the indemnifying corporation who were not and are not parties to or 
  threatened with the action, suit, or proceeding referred to in division (E) 
  (1) or (2) of this section,
				      8
9
		
	    (b)     If the quorum described in division (E) (4) (a) of this 
  section is not obtainable or if a majority vote of a quorum of disinterested 
  directors so directs, in a written opinion by independent legal counsel other 
  than an attorney, or a firm having associated with it an attorney, who has 
  been retained by or who has performed services for the corporation or any 
  person to be indemnified within the past five years;

	    (c)     By the shareholders;

	    (d)     By the Court of Common Pleas or the court in which the 
  action, suit, or proceeding referred to in division (E) (1) or (2) of this 
  section was brought.

	    Any determination made by the disinterested directors under 
  Division (E) (4) (a) or by independent legal counsel under division (E) (4) 
  (b) of this section shall be promptly communicated to the person who 
  threatened or brought the action or suit by or in the right of the 
  corporation under division (E) (2) of this section, and, within ten days 
  after receipt of such notification, such person shall have the right to 
  petition the court of common pleas or the court in which such action or suit 
  was brought to review the reasonableness of such determination.

	    (5) (a) Unless at the time of a director's act or omission that is 
  the subject of an action, suit, or proceeding referred to in division (E) (1) 
  or (2) of this section, the articles or the regulations of a corporation 
  state, by specific reference to this division, that the provisions of this 
  division do not apply to the corporation and unless the only liability 
  asserted against a director in an action, suit, or proceeding referred to in 
  division (E) (1) or (2) of this section is pursuant to Section 1701.95 of the 
  Revised Code, expenses, including attorney's fees, incurred by a director in 
  defending the action, suit, or proceeding shall be paid by the corporation as 
  they are incurred, in advance of the final disposition of the action, suit, 
  or proceeding, upon receipt of any undertaking by or on behalf of the 
  director in which he agrees to do both of the following:

	    (i)     Repay such amount if it is proved by clear and convincing 
  evidence in a court of competent jurisdiction that his action or failure to 
  act involved an act or omission undertaken with deliberate intent to cause 
  injury to the corporation or undertaken with reckless disregard for the best 
  interests of the corporation;

	    (ii)    Reasonably cooperate with the corporation concerning the 
  action, suit, or proceeding.

	    (b)     Expenses, including attorney's fees, incurred by a 
  director, trustee, officer, employee, member, manager, or agent in defending 
  any action, suit, or proceeding referred to in division (E) (1) or (2) of 
  this section, may be paid by the corporation as they are incurred, in advance 
  of the final disposition of the action, suit, or proceeding as authorized by 
  the directors in the specific case, upon receipt of an undertaking by or on 
  behalf of the director, trustee, officer, employee, member, manager or agent 
  to repay such amount, if it ultimately is determined that he is not entitled 
  to be indemnified by the corporation.
				      9
10
	    (6)     The indemnification authorized by this section shall not 
  be exclusive of, and shall be in addition to, any other rights granted to 
  those seeking indemnification  under the articles, the regulations, any 
  agreement, a vote of shareholders or disinterested directors, or otherwise, 
  both as to action in their official capacities and as to action in another 
  capacity while holding their offices, or positions, and shall continue as to 
  a person who has ceased to be a director, trustee, officer, employee, member, 
  manager, or agent and shall inure to the benefit of the heirs, executors, and 
  administrators of such a person.

	    (7)     A corporation may purchase and maintain insurance or 
  furnish similar protection, including, but not limited to, trust funds, 
  letters of credit, or self-insurance, on behalf of or for any person who is 
  or was a director, officer, employee, or agent of the corporation, or is or 
  was serving at the request of the corporation as a director, trustee, 
  officer, employee, member, manager, or agent of another corporation, domestic 
  or foreign, nonprofit or for profit, a limited liability company, or a 
  partnership, joint venture, trust, or other enterprise, against any liability 
  asserted against him and incurred by him in any such capacity, or arising out 
  of his status as such, whether or not the corporation would have the power to 
  indemnify him against such liability under this section. Insurance may be 
  purchased from or maintained with a person in which the corporation has a 
  financial interest.

	    (8)     The authority of a corporation to indemnify persons 
  pursuant to division (E) (1) or (2) of this section does not limit the 
  payment of expenses as they are incurred, indemnification, insurance, or 
  other protection that may be provided pursuant to divisions (E) (5), (6), and 
  (7) of this section.  Divisions (E) (1) and (2) of this section do not create 
  any obligation to repay or return payments made by the corporation pursuant 
  to division (E) (5), (6), or (7).

	    (9)     As used in division (E) of this section, "corporation" 
  includes all constituent entities in a consolidation or merger and the new or 
  surviving corporation, so that any person who is or was a director, officer, 
  employee, trustee, member, manager, or agent of such a constituent entity, or 
  is or was serving at the request of such constituent entity, as a director, 
  trustee, officer, employee, member, manager, or agent of another corporation, 
  domestic or foreign, nonprofit or for profit, a limited liability company, or 
  a partnership, joint venture, trust, or other enterprise, shall stand in same 
  position under this section with respect to the new or surviving corporation 
  as he would if he had served the new or surviving corporation in the same 
  capacity.

	    The Registrant has purchased insurance coverage under a policy 
  which insures directors and officers against certain liabilities which might 
  be incurred by them in such capacity.

	    Section 11.7 of the Ohio Casualty Insurance Company Employee 
  Savings Plan (the "Plan") addresses the indemnification of certain persons in 
  connection with the operation of the Plan and provides, in pertinent part, as 
  follows:

	    Each member of the Committee shall be indemnified by the Company 
  against expenses (other than amounts paid in settlement not approved by the 
				     10
11

  Company) reasonably incurred by him in connection with any action to which 
  he may be a party by reason of his membership in the Committee, except in 
  relation to matters as to which he shall be adjudged in such action to be 
  liable for willful misconduct in the performance of his duty as such member.  
  The foregoing right of indemnification shall be in addition to any other 
  right to which any such member may be entitled as a matter of law.

  Item 7.   Exemption from Registration Claimed.
  --------------------------------------------
	    Not applicable.

  Item 8.   Exhibits.
  -------------------
	    See the Index to Exhibits attached hereto beginning at page 16.

       The undersigned Registrant hereby undertakes to submit the Plan, or 
  cause the Plan to be submitted, to the Internal Revenue Service (the "IRS") 
  in a timely manner and has made or will make all changes required by the IRS 
  in order to qualify the Plan.

  Item 9. Undertakings.
  ---------------------
  A.   The undersigned Registrant hereby undertakes:

	  (1)  To file, during any period in which offers or sales are being 
	       made, a post-effective amendment to this Registration Statement:

	       (i)     To include any prospectus required by Section 10 (a) (3) 
		       of the Securities Act of 1933;

	       (ii)    To reflect in the prospectus any facts or events 
		       arising after the effective date of the Registration
		       Statement (or the most recent post-effective 
		       amendment thereof) which, individually or in the
		       aggregate, represent a fundamental change in the 
		       information set forth in the Registration Statement; 
		       and

	       (iii)   To include any material information with respect
		       to the plan of distribution not previously disclosed
		       in the Registration Statement or any material
		       change to such information in the Registration
		       Statement; 

       provided, however, that paragraphs A (1) (i) and A (1) (ii) do not apply 
       if the  information required to be included in a post-effective 
       amendment by those paragraphs is contained in periodic reports filed 
       with or furnished to the Commission by the Registrant pursuant to 
       Section 13 or Section 15 (d) of the Securities Exchange Act of 1934 that 
       are incorporated by reference in the Registration Statement.
				    11
12

	    (2)     That, for the purpose of determining any liability under 
		    the Securities Act of 1933, each such post-effective 
		    amendment shall be deemed to be a new registration 
		    statement relative to the securities offered therein, and 
		    the offering of such securities at that time shall be 
		    deemed to be the initial bona fide offering thereof.
	    (3)     To remove from registration by means of a post-effective 
		    amendment any of the securities being registered which 
		    remain unsold at the termination of the offering.

  B.        The undersigned Registrant hereby undertakes that, for purposes of 
  determining any liability under the Securities Act of 1933, each filing of 
  the Registrant's annual report pursuant to Section 13 (a) or Section 15 (d) 
  of the Securities Exchange Act of 1934 (and each filing of the Plan's annual 
  report pursuant to Section 15 (d) of the Securities Exchange Act of 1934) 
  that is incorporated by reference in the Registration Statement shall be 
  deemed to be a new registration statement relating to the securities offered 
  therein, and the offering of such securities at that time shall be deemed to 
  be the initial bona fide offering thereof.

  C.        Insofar as indemnification for liabilities arising under the 
  Securities Act of 1933 may be permitted to directors, officers and 
  controlling persons of the Registrant pursuant to the provisions described 
  in Item 6 of this Part II , or otherwise, the Registrant has been advised 
  that in the opinion of the Securities and Exchange Commission such 
  indemnification is against public policy as expressed in the Act and is, 
  therefore, unenforceable.  In the event that a claim for indemnification 
  against such liabilities (other than the payment by the Registrant of 
  expenses incurred or paid by a director, officer or controlling person of the 
  Registrant in the successful defense of any action, suit or proceeding) is 
  asserted by such director, officer or controlling person in connection with 
  the securities being registered, the Registrant will, unless in the opinion 
  of its counsel the matter has been settled by controlling precedent, submit 
  to a court of appropriate jurisdiction the question whether such 
  indemnification by it is against public policy as expressed in the Act and 
  will be governed by the final adjudication of such issue.

				    12
13

				 SIGNATURES

    The Registrant.   Pursuant to the requirements of the Securities Act of 
    --------------
  1933, the Registrant certifies that it has reasonable grounds to believe that 
  it meets all of the requirements for filing on Form S-8 and has duly caused 
  this Registration Statement to be signed on its behalf by the undersigned, 
  thereunto duly authorized, in the City of Hamilton, State of Ohio, on the 
  30th day of December, 1998.

					      OHIO CASUALTY CORPORATION

					   By:/s/ Lauren N. Patch
					      -------------------------------
					      Lauren N. Patch, President and
						  Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this 
  Registration Statement has been signed by the following persons in the 
  capacities indicated on the 30th day of December.

				    13
14
Signature                             Title                             Date
     ---------                             -----                             ----
/s/ Lauren N. Patch      
  -----------------------
  Lauren N. Patch            President and Chief Executive Officer      December 30, 1998

  
  Joseph L. Marcum*  
  -----------------------
  Joseph L. Marcum           Chairman of the Board                      December 30, 1998

  William L. Woodall*  
  -----------------------
  William L. Woodall         Vice Chairman of the Board                 December 30, 1998

  Barry S. Porter*
  -----------------------
  Barry S. Porter            Chief Financial Officer and Treasurer      December 30, 1998

  Michael L. Evans*     
  -----------------------
  Michael L. Evans           Vice President                             December 30, 1998

  Arthur J. Bennert*
  -----------------------
  Arthur J. Bennert          Director                                   December 30, 1998

  Vaden Fitton*
  -----------------------
  Vaden Fitton               Director                                   December 30, 1998

  Jeffrey D. Lowe*
  -----------------------
  Jeffrey D. Lowe            Director                                  December 30, 1998

  Stephen S. Marcum*
  -----------------------
  Stephen S. Marcum          Director                                   December 30, 1998

  Stanely N. Pontius
  -----------------------
  Stanley N. Pontius         Director                                   December 30, 1998

  Howard L. Sloneker III
  -----------------------
  Howard L. Sloneker III     Director                                   December 30, 1998

  Jack E. Brown
  -----------------------
  Jack E. Brown              Director                                   December 30, 1998

  Catherine E. Dolan
  -----------------------
  Catherine E. Dolan         Director                                   December 30, 1998

  Wayne R. Embry
  -----------------------
  Wayne R. Embry             Director                                   December 30, 1998
*  By Power of Attorney
       /s/  Lauren N. Patch  
       -----------------------   
       Lauren N. Patch
       (Attorney in Fact)

				    14
15

    The Plan.   Pursuant to the requirements of the Securities Act of 1933, 
    --------
  the trustees (or other persons who administer the employee benefit plan) have 
  duly caused this Registration Statement to be signed on its behalf by the 
  undersigned, thereunto duly authorized, in the City of Hamilton, State of 
  Ohio, on December 30, 1998.

				   OHIO CASUALTY INSURANCE COMPANY
				   EMPLOYEE SAVINGS PLAN

				   By: /s/ Lauren N. Patch
				      -----------------------------------
				      Lauren N. Patch
				      Member of the Retirement Committee

				    15
16
INDEX TO EXHIBITS
			     -----------------
   
   Exhibit No.              Description                            Page No.
   -----------              -----------                            --------
4 (a)              Certificate of Amended               Incorporated herein by
			Articles of Incorporation of         reference to the Registrant's
			Ohio Casualty Corporation            Current Report on Form 8-K
			("Registrant") as filed with         filed December 15, 1998 
			the Ohio Secretary of State on       with the SEC (Exhibit 4(a))
			May 25, 1983.

     4 (b)              Certificate of Amendments            Incorporated herein by
			to the Articles of                   reference to the Registrant's
			Incorporation of the                 Current Report on Form 8-K
			Registrant as filed with the         filed December 15, 1998
			Ohio Secretary of State on           with the SEC. (Exhibit 4(b))
			November 21, 1986.

     4 (c)              Certificate of Amendment             Incorporated herein by
			to Amended Articles of               reference to the Registrant's
			Incorporation of the                 Current Report on Form 8-K
			Registrant as filed with the         filed December 15, 1998
			Ohio Secretary of State on           with the SEC. (Exhibit 4 (c))
			April 29, 1992.
	   
     4 (d)              Certificate of Amendment             Incorporated herein by
			to Amended Articles of               reference to the Registrant's
			Incorporation of the                 Current Report on Form 8-K
			Registrant as filed with the         filed December 15, 1998
			Ohio Secretary of State on           with the SEC. (Exhibit 4 (d))
			April 30, 1996.

     4 (e)              Amended Articles of                  Incorporated herein by 
			Incorporation of the                 reference to the Registrant's
			Registrant (reflecting               Current Report on Form 8-K
			amendments through April             filed December 15, 1998
			30, 1996) [for SEC                   with the SEC. (Exhibit 4 (e))
			reporting compliance 
			purposes only not filed with 
			Ohio Secretary of State]

     4 (f)              Code of Regulations of the           Incorporated herein by
			Registrant                           reference to the Registrant's
							     Current Report on Form 8-K
							     filed December 15, 1998
							     with the SEC. (Exhibit 4(f))
16
17
Exhibit No.              Description                            Page No.
   ----------               -----------                            -------
4 (g)              Amended and Restated                 Incorporated herein by
			Rights Agreement, dated as           reference to the Registrant's
			of February 19, 1998,                Form 8-A/A Amendment
			between the Registrant and           No. 3, dated March 5, 1998,
			First Chicago Trust                  and filed March 6, 1998
			Company of New York, as              with the SEC. (Exhibit 4 (g))
			Rights Agent

      23                Consent of              
			PricewaterhouseCoopers                       18
			LLP

      24                Powers of Attorney                          19-31
17
18                                    
							      Exhibit 23

		      Consent of Independent Accountants

  We consent to the incorporation by reference in this registration statement 
  on Form S-8 to be filed on December 30, 1998 of our report dated January 30,
  1998, except as to the information presented in Note 16, for which the date
  is February 19, 1998, on our audits of the consolidated financial statements
  of Ohio Casualty Corporation and subsidiairies as of December 31, 1997, 1996
  and 1995 appearing in the Annual Report on Form 10-K of Ohio Casualty 
  Corporation filed with the Securities and Exchange Commission pursuant to the
  Securities Act of 1934.

  /s/ PricewaterhouseCoopers LLP
  ------------------------------
  Cincinnati, Ohio
  December 29, 1998

				    18
19
							      Exhibit 24
			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.

						   /s/ Barry S. Porter
						   ----------------------------
						   Barry S. Porter
				    19
20

			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.

						
						   /s/ Arthur J. Bennert
						   ---------------------------
						   Arthur J. Bennert

				    20
21

			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.

						   /s/ Jack E. Brown
						   ---------------------------
						   Jack E. Brown

				    21
22

			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.

						   /S/ Catherine E. Dolan
						   ---------------------------
						   Catherine E. Dolan

				    22
23

			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.

						   /s/ Wayne Embry
						   ---------------------------
						   Wayne Embry

				    23
24

			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.

						   /s/ Vaden Fitton
						   ---------------------------
						   Vaden Fitton

				    24
25

			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.

						   /s/ Jeffery D. Lowe
						   ---------------------------
						   Jeffery D. Lowe

				    25
26

			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.

						   /s/ Joseph L. Marcum
						   ---------------------------
						   Joseph L. Marcum

				    26
27

			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.

						   /s/ Stephen S. Marcum
						   ---------------------------
						   Stephen S. Marcum

				    27
28

			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.

						   /s/ Lauren N. Patch
						   ---------------------------
						   Lauren N. Patch

				    28
29

			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.

						   /s/ Stanely N. Pontius
						   ---------------------------
						   Stanley N. Pontius

				    29
30

			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.

						   /s/ Howard L. Sloneker III
						   ---------------------------
						   Howard L. Sloneker III

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			     POWER OF ATTORNEY
			     -----------------

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or 
  director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about 
  to file with the Securities and Exchange Commission, Washington, D.C., under 
  the provisions of the Securities Act of 1933, as amended, a Registration 
  Statement on Form S-8 for the registration of certain of its securities for 
  offering and sale pursuant to the Ohio Casualty Insurance Company Employee 
  Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S. 
  Porter, and each of them, as his true and lawful attorneys-in-fact and agents 
  with full power of substitution and resubstitution, for him and in his name, 
  place and stead, in any and all capacities, to sign such Registration 
  Statement and any and all amendments thereto, and to file the same, with all 
  exhibits thereto, and other documents in connection therewith, with the 
  Securities and Exchange Commission and the NASDAQ Stock Market, granting unto 
  each of said attorneys-in-fact and agents, and substitute or substitutes, 
  full power and authority to do and perform each and every act and thing 
  requisite and necessary to be done in and about the premises, as fully to all 
  intents and purposes as he might or could do in person, hereby ratifying and 
  confirming all things that each of said attorneys-in-fact and agents, or his 
  or their substitute or substitutes, may lawfully do or cause to be done by 
  virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day 
  of December 1998.

						   /s/ William L. Woodall
						   ---------------------------
						   William L. Woodall

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