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 accelerationrequesttosec

 Mailing Address: P.O. Box 145620 • Cincinnati, Ohio 45250-5620  Headquarters: 6200 S. Gilmore Road • Fairfield, Ohio 45014-5141 thomas_hogan@cinfin.com  513-603-5786 Office Thomas C. Hogan, Esq. Chief Legal Officer, Executive Vice President & Corporate Secretary Cincinnati Financial Corporation 6200 S. Gilmore Road Fairfield, OH 45014 April 29, 2026 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Cincinnati Financial Corporation Acceleration Request Registration Statement on Form S-3 Filed April 22, 2026 File No. 333-295237 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, Cincinnati Financial Corporation respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 2:00 PM, Eastern time, on May 11, 2026, or as soon thereafter as is practicable. Please contact Amy Shepherd of Baker & Hostetler LLP at (614) 462-4712 or ashepherd@bakerlaw.com with any questions regarding the foregoing and to confirm the effectiveness of the Registration Statement. Sincerely, Cincinnati Financial Corporation By: ____________________________________ Thomas C. Hogan, Esq. Executive Vice President, Chief Legal Officer and Corporate Secretary TCH/bws cc: Aisha Adegbuyi, Esq. – SEC Amy Shepherd Esq. – Baker & Hostetler LLP Affiliated with: The Cincinnati Indemnity Company  The Cincinnati Casualty Company The Cincinnati Specialty Underwriters Insurance Company The Cincinnati Insurance Company  The Cincinnati Indemnity Company The Cincinnati Casualty ompany  The Cincinnati Specialty Underwriters Insurance Company The Cincinnati Life Insurance Company  CFC Investment Compa y  CSU Producers Resources Inc. /S/ Thomas C. Hogan

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 April 29, 2026

Stephen M. Spray
Chief Executive Officer
Cincinnati Financial Corporation
6200 S. Gilmore Road
Fairfield, Ohio 45014

 Re: Cincinnati Financial Corporation
 Registration Statement on Form S-3
 Filed April 22, 2026
 File No. 333-295237
Dear Stephen M. Spray:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Aisha Adegbuyi at 202-551-8754 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Amy Shepherd, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
April 14, 2023
Steven J. Johnston
Chairman and Chief Executive Officer
Cincinnati Financial Corporation
6200 S. Gilmore Road
Fairfield, OH 45014
Re:Cincinnati Financial Corporation
Registration Statement on Form S-3
Filed April 5, 2023
File No. 333-271136
Dear Steven J. Johnston:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Arzonetti at (202) 551-8819 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Amy Shepherd

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Cincinnati Financial Corporation

6200 S. Gilmore Road

Fairfield, Ohio 45014

April 14, 2023

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, D.C. 20549

            Re:      Cincinnati Financial Corporation

Acceleration Request

Registration Statement on Form S-3

Filed April 5, 2023

File Number 333-271136

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Cincinnati Financial Corporation respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 2:00 p.m., Eastern time, on April 24, 2023, or as soon thereafter as is practicable.

Please contact Amy Shepherd of Baker Hostetler LLP at (614) 462-4712 or ashepherd@bakerlaw.com with any questions regarding the foregoing and to confirm the effectiveness of the Registration Statement.

Sincerely,

                                                                                    Cincinnati Financial Corporation

By:    /s/ Lisa A. Love

       Lisa A. Love. Esq.

       Executive Vice President, Chief Legal
       Officer and Corporate Secretary

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Cincinnati Financial Corporation

6200 S. Gilmore Road

Fairfield, Ohio 45014

November 24, 2020

VIA EDGAR

John Stickel

Division of Corporation Finance

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, D.C. 20549

            Re:      Cincinnati Financial Corporation

Registration Statement on Form S-3

Filed November 16, 2020

File Number 333-250112

Ladies and Gentlemen:

            Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Cincinnati Financial Corporation, an Ohio corporation (the “Registrant”), hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement be accelerated to 4:15 p.m., Eastern time, on December 7, 2020, or as soon thereafter as practicable.

Please notify J. Eric Quinn, Esq. of Dinsmore & Shohl LLP, counsel to the Registrant, at (513) 977-8606 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

                                                                                    Cincinnati Financial Corporation

By:    /s/ Steven J. Johnston

Name: Steven J. Johnston

Title: President & Chief Executive Officer

United States securities and exchange commission logo
November 20, 2020
Lisa Love
Senior Vice President, General Counsel and Corporate Secretary
Cincinnati Financial Corporation
6200 S. Gilmore Road
Fairfield, Ohio 45014
Re:Cincinnati Financial Corporation
Registration Statement on Form S-3
Filed November 16, 2020
File No. 333-250112
Dear Ms. Love:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact John Stickel at 202-551-3324 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

March 27, 2018
Michael J. Sewell
Chief Financial Officer, Senior Vice President and Treasurer
Cincinnati Financial Corporation
6200 S. Gilmore Road
Fairfield, Ohio 45014-5141
Re:Cincinnati Financial Corporation
Form 10-K for the Year Ended December 31, 2017
Filed February 23, 2018
File No. 000-04604
Dear Mr. Sewell:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Division of Corporation Finance
Office of Healthcare & Insurance

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 The Cincinnati Insurance Company n The Cincinnati Indemnity Company

The Cincinnati Casualty Company n The Cincinnati Specialty Underwriters Insurance Company

The Cincinnati Life Insurance Company n CFC Investment Company n CSU Producer Resources Inc.

March 23, 2018

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:    Cincinnati Financial Corporation

Form 10-K for the Fiscal Year December 31, 2017

Filed February 23, 2018

File No. 000-04604

Dear Mr. Rosenberg:

We have received your letter dated March 13, 2018, in response to our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. We appreciate that your review was intended to assist us in our compliance with applicable disclosure requirements and to enhance the overall disclosure in our filings.

The following reflects our careful review of the comments you provided (keyed to your letter dated March 13):

Form 10-K for the Fiscal Year Ended December 31, 2017

Financial Statements for the Year Ended December 31, 2017

Note 11 - Income Taxes, page 153

Comment 1.

You state that you expect to complete determination of the effects of the Tax Act on your deferred tax assets and liabilities as part of the annual income tax return filing process which is expected to be completed in the fourth quarter of 2018. Please provide us the following information pursuant to Staff Accounting Bulletin 118:

•

 Qualitative disclosures of the income tax effects of the Act for which the accounting is incomplete;

•

 Disclosures of items reported as provisional amounts;

•

 Disclosures of existing current or deferred tax amounts for which the income tax effects of the Act have not been completed;

•

 The reason why the initial accounting is incomplete; and

•

 The additional information that is needed to be obtained, prepared, or analyzed in order to complete the accounting requirements under ASC 740.

Mailing Address: P.O. Box 145496 l Cincinnati, Ohio 45250-5496 n Headquarters: 6200 South Gilmore Road l Fairfield, Ohio 45014-5141

mike_sewell@cinfin.com l 513-603-5075 Office

Response to Comment 1.

Our Note 11-Income Taxes indicates that we expect to complete determination of the effects of the Tax Cuts and Jobs Act (“Tax Act”) on our deferred tax assets and liabilities as part of the annual income tax return filing process which is expected to be completed in the fourth quarter of 2018. We note that the Tax Act is subject to further clarification and interpretation by the U.S. Treasury Department (“Treasury”) and the Internal Revenue Service (“IRS”). We anticipate interpretative guidance of the Tax Act (not newly enacted tax law provisions) will be received throughout the year and we expect to update our estimates and our disclosure on a quarterly basis, as interpretative guidance is received within each quarter that it is received, and that our accounting for the Tax Act will be fully completed by the fourth quarter. Since Securities and Exchange Commission Staff Accounting Bulletin No. 118 (“SAB 118”) refers to a measurement period not extending beyond one year from the enactment date, we anticipate that any provisional amounts initially recorded will be finalized as a result of issued guidance no later than the fourth quarter of 2018.

Until further clarification is issued, which we anticipate would then allow us to complete our accounting requirements under ASC 740, we believe there are primarily two items for which the income tax effects of the Tax Act is incomplete.

•

 Insurance claims and reserves for both life and property-casualty tax basis liabilities and

•

 State income taxes

The Tax Act modified the provisions applicable to the determination of the tax basis of unpaid loss reserves. These modifications impact the payment patterns, applicable interest rates and methodology. The Tax Act instructed the U.S. Treasury Department to provide discount factors and other guidance required to determine the appropriate transitional adjustment, and this information has not yet been published by the IRS. The resulting transitional deferred tax liability and the offsetting increase in our insurance claims and reserves deferred tax assets, were recorded at December 31, 2017, using reasonable estimates based on available information and are considered provisional in accordance with SAB 118. As the established transitional deferred tax liability was offset by an increase in related deferred tax assets, any adjustment to the provisional amount will not impact our effective tax rate. In accordance with SAB 118, the insurance claims and reserves transitional deferred tax liability (and offsetting adjustment to the related deferred tax assets) and any other changes in deferred taxes resulting from clarification and interpretation of the Tax Act provided during 2018, although not expected to be material, will be recorded in the period in which the guidance is published.

The Tax Act adjusts various items that are components of federal taxable income. In certain states, federal taxable income is the starting point for state income tax calculations. However, historically, not all state income tax authorities conform to federal tax law changes for purposes of calculating state taxable income. Therefore, our resulting state deferred tax asset and effective tax rate amount were recorded at December 31, 2017, using reasonable estimates of our expectation of how certain states will adjust their state tax calculations in accordance with the Tax Act, based on available information and are considered provisional in accordance with SAB 118. In accordance with SAB 118, any change in our net state deferred tax asset and effective tax rate resulting from clarification and interpretation by state tax authorities directly related to the Tax Act provided during 2018, although not expected to be material, will be recorded in the period in which the guidance is published.

Prior to filing our 2017 Form 10-K, we assessed the estimated impact of the provisional matters noted above. While we cannot finalize its bookings without further information from the IRS or others, as noted above, we estimated that the potential adjustment impact to our deferred tax assets and liabilities would be less than $1 million on a gross basis.  Given the impact is immaterial, we believe that our SAB 118 disclosure is sufficient.  In future filings, we will continue to provide an update on the provisional estimates.

     *     *     *

We look forward to your response prior to filing our first quarter 2018 10-Q.

Sincerely,

/S/ Michael J. Sewell

Michael J. Sewell, CPA

Chief Financial Officer,

Senior Vice President and Treasurer

(Principal Accounting Officer)

March 13, 2018
Michael J. Sewell
Chief Financial Officer, Senior Vice President and Treasurer
CINCINNATI FINANCIAL CORP
6200 S. Gilmore Road
Fairfield, Ohio 45014-5141
Re:CINCINNATI FINANCIAL CORP
Form 10-K for the Year Ended December 31, 2017
Filed February 23, 2018
File No. 000-04604
Dear Mr. Sewell:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we ask you to provide us with
information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2017
Financial Statements for the year ended December 31, 2017
Note 11-Income Taxes, page 153
1.You state that you expect to complete determination of the effects of the Tax Act on your
deferred tax assets and liabilities as part of the annual income tax return filing process
which is expected to be completed in the fourth quarter of 2018.  Please provide us the
following information pursuant to Staff Accounting Bulletin 118:
•Qualitative disclosures of the income tax effects of the Act for which the accounting is
incomplete;
•Disclosures of items reported as provisional amounts;
•Disclosures of existing current or deferred tax amounts for which the income tax
effects of the Act have not been completed;

 FirstName LastNameMichael J. Sewell
 Comapany NameCINCINNATI FINANCIAL CORP
 June 16, 2017 Page 2
 FirstName LastName
Michael J. Sewell
CINCINNATI FINANCIAL CORP
March 13, 2018
Page 2
•The reason why the initial accounting is incomplete; and
•The additional information that is needed to be obtained, prepared, or analyzed in
order to complete the accounting requirements under ASC 740.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Mary Mast at (202) 551-3613 or Jim Rosenberg at (202) 551-3679 with
any questions.
Division of Corporation Finance
Office of Healthcare & Insurance

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Converted by EDGARwiz

Cincinnati Financial Corporation

6200 S. Gilmore Road

Fairfield, Ohio 45014

December 7, 2017

VIA EDGAR

Jeffrey Gabor

Division of Corporation Finance

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, D.C. 20549

Re:

Cincinnati Financial Corporation

Registration Statement on Form S-3

Filed November 17, 2017

File Number 333-221629

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Cincinnati Financial Corporation, an Ohio corporation (the “Registrant”), hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement be accelerated to 4:15 p.m., Eastern time, on December 11, 2017, or as soon thereafter as practicable.

Please notify J. Eric Quinn, Esq. of Dinsmore & Shohl LLP, counsel to the Registrant, at (513) 977-8606 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

Cincinnati Financial Corporation

By:    /s/ Steven Johnston

Name: Steven Johnston

Title: President & Chief Executive Officer

November 28, 2017
Steven Johnston
President and Chief Executive Officer
Cincinnati Financial Corporation
6200 S. Gilmore Road
Fairfield, Ohio 45014
Cincinnati Financial Corporation
Registration Statement on Form S-3
Filed November 17, 2017
File No. 333-221629Re:
Dear Mr. Johnston:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: J. Eric Quinn

July 13 , 2015

Via E -mail
Mr. Michael Sewell
Chief Financial Officer, Senior Vice President and Treasurer
Cincinnati Financial  Corporation
6200 S. Gilmore Road
Fairfield, O H  45014 -5141

Re: Cincinnati Financial Corporation
Form 10 -K for the Fiscal Year December 31 , 2014
Filed February 27, 2015
File No. 000-04604

Dear Mr. Sewell :

We have comp leted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
feder al securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable ru les require.

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

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June 3, 2015

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

    Re:
    Cincinnati Financial Corporation

    Form 10-K for the Fiscal Year December 31, 2014

    Filed February 27, 2015

    File No. 000-04604

Dear Mr. Rosenberg:

We have received your letter dated May 19, 2015, in response
to our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. We appreciate that your review was intended to assist
us in our compliance with applicable disclosure requirements and to enhance the overall disclosure in our filings.

The following reflects our careful review of the comments you
provided (keyed to your letter dated May 19):

Notes to Consolidated Financial Statements

Note 3 – Fair Value Measurements

Fair Value Hierarchy, page 137

Comment 1.

Please expand your analyses under ASC 320-10-50-1B and ASC
820-10-50-2B provided in your response to our prior comment 1 to further support your determination of “major security types”
and “classes” of fixed maturity securities. In this regard, your disclosure on page 26 shows significant concentrations
within credit rating categories for your taxable and tax-exempt fixed maturity securities, and your disclosure on page 28 shows
significant concentrations of tax-exempt fixed maturity securities for locally issued general obligation bonds versus special revenue
bonds. Help us understand why these disclosures are material yet further disaggregation under ASC 320-10-50-1B and ASC 820-10-50-2B
is not necessary. Also, compare and analyze the risks and economics by credit rating category and between general obligation versus
special revenue bonds.

Response to Comment 1.

Relevant Accounting Guidance

In determining the appropriate presentation of investments by
“major security types” and “classes” within Note 3 – Fair Value Measurements and Note 2 – Investments
of our Form 10-K for the fiscal year ended December 31, 2014, we considered the guidance under ASC 320-10-50-1B, Investments-Debt
and Equity Securities-Overall-Disclosure, which states:

“Major security types shall be based on the
nature and risks of the security. In determining whether disclosure for a particular security type is necessary and whether it
is necessary to further separate a particular security type into greater detail, an entity shall consider all of the following:

a. (Shared) activity or business sector

b. Vintage

c. Geographic concentration

d. Credit quality

e. Economic characteristic

We also took into consideration guidance under ASC 820-10-50-2B,
Fair Value Measurement-Overall-Disclosure, which states:

“A reporting entity shall determine appropriate
classes of assets and liabilities on the basis of the following:

a. The nature, characteristics,
and risks of the asset or liability

b. The level of the fair value hierarchy within
which the fair value measurement is categorized.

The number of classes may need to be greater for fair
value measurements categorized within Level 3 of the fair value hierarchy because those measurements have a greater degree of uncertainty
and subjectivity. Determining appropriate classes of assets and liabilities for which disclosures about fair value measurements
should be provided requires judgment. A class of assets and liabilities will often require greater disaggregation than the line
items presented in the statement of financial position. However, a reporting entity shall provide information sufficient to permit
reconciliation to the line items presented in the statement of financial position. If another Topic specifies the class for an
asset or a liability, a reporting entity may use that class in providing the disclosures required in this Topic if that class meets
the requirements in this paragraph.”

We also took into consideration guidance under ASC 942-320-50-2,
Financial Services—Depository and Lending – Investments—Debt and Equity Securities, which states:

“In complying with the requirements in the preceding
paragraph, financial institutions shall include in their disclosure all of the following major security types, although additional
types also may be necessary:

 a. Equity securities, segregated by any one of the following:

 1. Industry type

 2. Entity size

 3. Investment objective

 b. Debt securities issued by the U.S. Treasury and other
U.S. government corporations and agencies

 c. Debt securities issued by states of the United States
and political subdivisions of the states

 d. Debt securities issued by foreign governments

 e. Corporate debt securities

 f. Residential mortgage-backed securities

 ff. Commercial mortgage-backed securities

 fff. Collateralized debt obligations

 g. Other debt obligations.”

Credit Rating Categories Comparison and Analysis of Risk
and Economics

In reference to the disclosure of credit ratings on page 26
of our Form 10-K for the fiscal year ended December 31, 2014, we have compared and analyzed the risks and economics by the various
rating categories below of our taxable and tax-exempt fixed-maturity securities. At the end of our analysis we will provide our
conclusion on whether further disaggregation by major security types and classes are necessary.

The following table recites the definitions we use for investment-grade
(based on classifications as provided by Moody’s, S&P and other commonly accepted definitions) identified on page 26
of our Form 10-K for the fiscal year ended December 31, 2014:

Table 1

The following table recites the definitions we use for non-investment
grade (based on classifications as provided by Moody’s, S&P and other commonly accepted definitions) identified on page
26 of our Form 10-K for the fiscal year ended December 31, 2014:

Table 2

This table below summarizes our fixed maturities yield-to-market
(interest income/fair value) by credit rating category at December 31, 2014:

Table 3

The table below summarizes our other-than-temporary impairments
by credit rating category for the years ended December 31, 2014, 2013 and 2012:

Table 4

We generally do not invest in securities denominated in foreign
currencies. The table below summarizes the fair value of our U.S. dollar denominated and foreign currency denominated fixed-maturity
securities at December 31, 2014:

Table 5

The table below summarizes the fair value for all of our investment-grade,
non-investment grade and nonrated fixed-maturity securities at December 31, 2014:

Table 6

*not rated by Moody’s or S&P, however
approximately 85% are rated in our 2014 Statutory filing as NAIC high quality or higher (i.e. investment grade), investment grade
by Fitch or are insured

Credit Rating Categories Analysis and Conclusion

Our analysis of taxable and tax-exempt fixed maturity securities
considers credit rating categories in the context of ASC 320-10-50-1B, ASC 820-10-50-2B and ASC 942-320-50-2. Although there are
various rating categories that may be assigned to securities that represent incremental levels of creditworthiness, we believe
the most significant delineation among securities with regards to credit ratings is between investment-grade and non-investment-grade
securities. Investment-grade securities are defined as those that have the capacity to meet their financial commitments, while
non-investment grade securities are those that have less than adequate capacity, may have filed bankruptcy or have already failed
to pay one or more of its obligations such that they may be challenged to meet their financial commitments. As defined above, securities
rated BBB or higher are those that have the capacity to meet their financial commitments and are investment-grade securities. Securities
rated BB or lower are those that may be challenged to meet their financial commitments. Therefore we considered whether our investment-grade
and non-investment grade securities should be considered separate classes of assets or major security types for purposes of financial
statement disclosure.

Note that a small portion of our portfolio represents securities
that are not rated by either Moody's or S&P but generally are rated in our 2014 statutory filing as NAIC high quality or higher,
investment grade by Fitch or are insured. For simplicity, we have defined these securities as nonrated for purposes of our discussion
herein.

In assessing our fixed-maturity securities, we considered the
characteristics of the investment-grade and non-investment grade securities within our portfolio. We first considered the interest
rates of the securities within the three categories. In table 3 above, we illustrate the low, high, and average interest
rates by credit rating for our fixed maturity securities. In every rating level, the low and high rates overlap each other and
thus there are no defining lines. What exist are common interest rates within, and across, each of the various rating categories.
With overlapping interest rates and commonality among the average rates, we do not believe that the interest rates on our fixed-maturity
securities represent a characteristic that varies in any significant or meaningful way between investment-grade, non-investment-grade,
or nonrated securities.

We further considered the history of other-than-temporary impairments
for the most recent three years ended December 31, by investment-grade, non-investment grade, and nonrated securities, which are
presented in table 4. Based on the lack of any significant impairments across all security types, we do not believe that
this represents a characteristic that varies significantly that would suggest a level of differentiation that would require the
identification of additional major security types or classes to be reported resulting from non-payment risk.

Finally, we considered the currency denomination of our investment-grade,
non-investment grade, and nonrated securities. We note that table 5 illustrates our fixed-maturity securities that are in
the United States dollar denomination or a foreign currency denomination. At December 31, 2014, all of our fixed-maturity securities
are in the United States dollar denomination and therefore we do not believe currency denomination represents a characteristic
that varies in any significant or meaningful way that would require the identification of additional major security types or classes.

In addition to the assessment of the characteristics of our
securities by credit rating category above, we considered the materiality of the different rating categories at December 31, 2014.
In table 6 above, we have segregated our fixed-maturity portfolio into investment-grade, non-investment-grade, and nonrated
securities. The investment-grade securities represent 93.9% of the portfolio while the non-investment-grade and nonrated represent
only 3.4% and 2.7% of the portfolio, respectively. Because such a significant portion of our fixed-maturity securities is investment-grade
and the remaining is not, we further believe that separating non-investment grade securities as a separate class or major security
type would not provide meaningful information due to their immateriality to our financial statements.

Based on the expanded analysis performed above on our fixed-maturity
securities, including our response to the SEC's prior comment 1, we conclude that no additional major security types or classes
exist in our portfolio of fixed maturities for which additional disaggregation and disclosure would be material or required. The
disclosure on page 26 of our Form 10-K for the fiscal year ended December 31, 2014, related to credit rating categories is considered
by us to be supplemental disclosure and  not meant to be material disclosure. To avoid confusion in the future, we will remove
the credit rating table on page 26 and include the following supplemental information in our future SEC filings: Our investment-grade
and non-investment grade fixed-maturity securities represent 94% and 3% of the portfolio, respectively. The remaining 3% represents
fixed-maturity securities that are not rated by Moody's or S&P.

General Obligation and Special Revenue Bonds (Municipal
Bonds) Comparison and Analysis of Risk and Economics

In reference to the disclosure of our municipal bonds on page
28 of our Form 10-K for the fiscal year ended December 31, 2014, we have compared and analyzed the risks and economics by general
obligation and special revenue bonds below. At the end of our analysis we will provide our conclusion on whether further disaggregation
by general obligation and special revenue bonds is necessary.

Municipal Bonds

Municipal bonds are debt issued by states, cities, and counties
to fund projects. Interest paid by the issuer to bond holders is often exempt from all federal taxes, as well as state or local
taxes depending on the state in which the issuer is located, subject to certain restrictions. Generally, interest paid on bonds
that are issued for the general purpose of a governmental entity or to fund projects that are constructed for the public good are
generally exempt from federal income tax, while interest earnings on bonds issued to fund projects partly or wholly benefiting
only private parties, sometimes referred to as private activity bonds, may be subject to federal income tax. However, qualified
private activity bonds, whether issued by a governmental unit or private entity, are exempt from federal taxes because the bonds
are financing services or facilities that, while meeting the private activity tests, are needed by a government. Municipal bonds
fall into several categories. The main types are general obligation bonds and special revenue bonds.

General obligation bonds are bonds that are backed by
the “full faith and credit” of the issuer, with no specific project identified as the source of funds to pay the interest
or repay the debt.

In other words, the issuer can make interest and principal payments
using any source of revenue, such as tax revenues, fees, or the issuance of new securities, and if it encounters fiscal difficulty
it can raise taxes or fees to offset the shortfall. General obligation bonds are therefore seen as being relatively safe, and defaults
are rare. Investors can buy general obligation bonds directly, but there are also a number of mutual funds that specialize in general
obligation bonds.

Special revenue bonds are bonds that are backed by the
revenue generated by the specific project being financed by the bond issue. In other words, the money raised by the bond offering
finances the project, and the project – once complete – generally generates the revenues to pay the interest and principal
on the bonds. Projects could include water works, sewers, hospitals, airports, toll roads, housing projects, convention centers,
bridges, and similar endeavors.

Special revenue bonds are generally higher risk than general
obligation bonds, and they typically offer higher yields. But they are not generally defined as high risk bonds and in fact, they
are assigned a similar rating as general obligation bonds.

Within the special revenue bond category, there are “essential
services” special revenue bonds, which include projects related to water, sewer, and power systems. Since the revenue
from such projects is seen as being more reliable, essential services special revenue bonds are seen as being lower-risk than bonds
financed by revenue from non-essential services.

Typically, most bond fund managers will invest in a combination
of general obligation and special revenue bonds due to the similarities.

The following table lists a multitude
of characteristics that are, in most cases, shared by general obligation and special revenue bonds:

Table 7

The table below provides the fair values
for our general obligation and special revenue bonds by rating category at December 31, 2014:

Table 8

Yield-to-market at December 31, 2014,
for ou

May 19 , 2015

Via E -mail
Mr. Michael Sewell
Chief Financial Officer, Senior Vice President and Treasurer
Cincinnati Financial  Corporation
6200 S. Gilmore Road
Fairfield, O H  45014 -5141

Re: Cincinnati Financial Corporation
Form 10 -K for the Fiscal Year December 31 , 2014
Filed February 27, 2015
File No. 000-04604

Dear Mr. Sewell :

We have reviewed your May 6, 2015  response to our April 23, 2015 letter and have the
following comments .

Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not
believe that a comment applies to your facts and circumstances, please tell us why  in your
response. Please furnish us a letter on EDGAR under the form type label CORRESP that ke ys
your responses to our comments .

After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

Notes to Consolidated Financial Statements
Note 3 – Fair Value Measurements
Fair Value Hierarchy, page 137

1. Please expand your analyses under ASC 320 -10-50-1B and ASC 820 -10-50-2B provided
in your response to our prior comment 1 to further support your deter mination of “major
security types” and “classes” of fixed maturity securities.   In this regard, your disclosure
on page 26 show s significant concentrations within credit rating categor ies for your
taxable and tax -exempt fixed maturity securities, and your disclosure on page 28 show s
significant concentrations  of tax-exempt fixed maturity securities for locally issued
general obligation bonds versus special revenue bonds.   Help us understan d why these
disclosures are material yet further disaggregation under ASC 320 -10-50-1B and ASC
820-10-50-2B is not necessary.  Also, compare and analyze the risks and economics by
credit rating category and between general obligation versus special revenue  bonds.

Mr. Michael Sewell
Cincinnati Financial  Corporation
May 19 , 2015
 Page 2

 2. Refer to your response to our prior comment two. You state that all classes of fixed
maturity securities are valued using methodologies that model information generated by
market transactions involving identical or comparable assets, as well as di scounted cash
flow methodologies. Please address the following :
 Provide us a description of these methodologies as you appear to us e more than one
methodology to model information generated by market transactions and more than
one discounted cash flow met hodology.
 Tell us w hether the matrix pricing you reference in the proposed disclosure is the
market approach.
 For each class of fixed maturity securities, tell us the extent you use the market
approach versus the income approach  (i.e. discounted cash flow methodologies ).
 Tell us w hether each input listed is used in both approaches for each class. If not,
disaggregate for us those inputs used in the market approach from those used in the
income approach for each class.
 Explain  to us how valuing fixed maturity securities using methodologies generated by
market transactions involving “identical” assets results in those securities being
categorized in Level 2, rather than Level 1 of the fair value hierarchy.

Please contact Senior Staff Accountant  Keira Nakada at (202) 551 -3659 if you have
questions regarding the comments .  In this regard, do not hesitate to contact me at (202) 551 -
3679.

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

May 6, 2015

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

 Re: Cincinnati Financial Corporation

Form 10-K for the Fiscal Year December
31, 2014

Filed February 27, 2015

File No. 000-04604

Dear Mr. Rosenberg:

We have received your letter dated April 23, 2015, in response
to our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. We appreciate that your review was intended to assist
us in our compliance with applicable disclosure requirements and to enhance the overall disclosure in our filings.

The following reflects our careful review of the comments you
provided (keyed to your letter dated April 23):

Notes to Consolidated Financial Statements

Note 3 – Fair Value Measurements

Fair Value Hierarchy, page 137

COMMENT 1.

1. Please refer to your disclosure of investments herein
and in Note 2. Please provide us analyses under ASC 320-10-50-1B and ASC 820-10-50-2B supporting your presentations of investments
by “major security types” and “classes.” In this regard, tell us why you did not further disaggregate your
corporate and states, municipalities and political subdivisions fixed maturity securities and your common equities. With respect
to corporate fixed maturity securities and common equities, your disclosure on pages 27 and 29 suggests that further disaggregation
by industry sector for certain sectors may be necessary. Regarding your tax-exempt fixed maturity securities, your disclosure on
page 28 suggests that further disaggregation by general and special obligation bonds and perhaps for Texas may be necessary.

RESPONSE TO COMMENT 1:

In determining the appropriate presentation of investments by
“major security types” and “classes” within Note 3 – Fair Value Measurements and Note 2 – Investments
of our Form 10-K for the fiscal year ended December 31, 2014, we considered the guidance under ASC 320-10-50-1B, Investments-Debt
and Equity Securities-Overall-Disclosure, which states:

“Major security types shall be based on the
nature and risks of the security. In determining whether disclosure for a particular security type is necessary and whether it
is necessary to further separate a particular security type into greater detail, an entity shall consider all of the following:

a. (Shared) activity or business
sector

b. Vintage

c. Geographic concentration

d. Credit quality

e. Economic characteristic.”

We also took into consideration guidance under ASC 820-10-50-2B,
Fair Value Measurement-Overall-Disclosure, which states:

“A reporting entity shall determine appropriate
classes of assets and liabilities on the basis of the following:

a. The nature, characteristics,
and risks of the asset or liability

b. The level of the fair value hierarchy within
which the fair value measurement is categorized.

The number of classes may need to be greater for fair
value measurements categorized within Level 3 of the fair value hierarchy because those measurements have a greater degree of uncertainty
and subjectivity. Determining appropriate classes of assets and liabilities for which disclosures about fair value measurements
should be provided requires judgment. A class of assets and liabilities will often require greater disaggregation than the line
items presented in the statement of financial position. However, a reporting entity shall provide information sufficient to permit
reconciliation to the line items presented in the statement of financial position. If another Topic specifies the class for an
asset or a liability, a reporting entity may use that class in providing the disclosures required in this Topic if that class meets
the requirements in this paragraph.”

Corporate Fixed-Maturity Securities

One of our fixed-maturity major security types is corporate
securities. We identify corporate fixed-maturity securities as a major security type since these securities are similar in nature
and risk and are different from other types of fixed-maturity securities. The economic characteristics that corporate fixed-maturity
securities share include: issuance by corporations versus the government; the interest received is taxable versus non-taxable securities;
the effective interest rate is generally higher than non-taxable securities; the diverse revenue source used to repay the security
is from the selling of products/goods/services from corporations; similar credit quality (approximately 94% are investment grade);
and the ability to make future principal and interest payments. These economic characteristics are the unique distinctions that
we consider when purchasing or holding a corporate fixed-maturity security and all of our corporate fixed-maturity securities have
these characteristics.

In addition, we considered business sector, vintage and geographic
concentration. We concluded that none of these characteristics provide for a unique major security type:

 · Business sector – We have no significant concentration in any
one sector, and we do not believe repayment ability or effective interest rate is directly or indirectly tied to business sector.
As of December 31, 2014, the largest concentration within a single business sector was insurance, which consists of $758 million
in fair value, representing 13.7% of the corporate fixed-maturity portfolio or 8.0% of total fixed maturities.

 · Vintage – We have no concentration in any one contractual maturity
period.

 · Geographic concentration – All corporate fixed-maturity securities
in our portfolio are issued by domestic or multinational corporations that have a diverse source of geographic revenues supporting
the securities.

Based on our analyses of the nature and risks of these securities,
we have concluded that further disaggregation by sector, vintage, geographic concentration, credit quality or economic characteristics
is not required. While we may include supplementary information on page 27 of our Form 10-K for the fiscal year ended December
31, 2014, relating to investment-grade and below investment-grade holdings, this disclosure affirms that further disaggregation
by credit quality provides little differentiation within our corporate fixed-maturities major security type. We believe our current
disclosure in Notes 2 - Investments and 3 – Fair Value Measurements, identifying corporate fixed-maturity securities as a
single major security type, is in accordance with ASC 320-10-50-1B and ASC 820-10-50-2B.

States, Municipalities and Political Subdivisions Fixed-Maturity
Securities

A second fixed-maturity major security type is states, municipalities
and political subdivisions securities. We identify states, municipalities and political subdivisions fixed-maturity securities
as a major security type since these securities are similar in nature and risk and are different from other types of fixed-maturity
securities. The economic characteristics, business sector and credit quality that these securities share include: issuance and
management by a governmental entity; included in the public sector; similar source of funding from a taxing authority; support
exclusively or in part by a governmental entity or otherwise authorized entity to collect taxes or other pertinent revenue; the
interest received is generally tax exempt; 98% of the securities are investment grade; and generally issuance for public projects,
public infrastructure or public benefit. These characteristics are the unique distinctions that we consider when purchasing or
holding a state, local municipality and political subdivision fixed-maturity security.

In addition, we considered vintage and geographic concentration.
We concluded that these characteristics do not provide for a unique major security type:

 · Vintage – We have no concentration in any one contractual maturity
period.

 · Geographic concentration – Since locally issued bonds and special
revenue bonds are issued in various municipalities throughout a given state and they are not financially dependent on each other
or the state they are issued in, there is no geographic concentration or dependence on the financial stability of a given state.
For example, within Texas, the $439 million fair value of securities on page 28 of our Form 10-K for the year ended December 31,
2014, were issued from approximately 166 municipalities that are geographically diverse. They are not dependent upon each other
or guaranteed by each other and do not represent an obligation of the State of Texas.

Based on our analyses of the nature and risks of these securities,
we have concluded that further disaggregation by sector, vintage, geographic concentration, credit quality or economic characteristic
is not required. The supplemental information on page 28 of our Form 10-K for the fiscal year ended December 31, 2014, which summarizes
more than 1,500 municipal bond issues, was provided starting with our Form 10-K for fiscal year ended 2010 to demonstrate our well
diversified investment portfolio and the lack of significant concentration. During this time period, certain states exhibited financial
stress and we added this disclosure to demonstrate the lack of exposure to any single state or municipality. We believe our current
disclosure in Notes 2 and 3, identifying states, municipalities and political subdivisions fixed-maturity securities as a single
major security type, is in accordance with ASC 320-10-50-1B and ASC 820-10-50-2B.

Common Equity Securities

We identify common equities as a major security type, since
these securities are similar in nature and risk. Our approach to purchasing or holding a common equity over the past 40 plus years
is to identify corporations that pay a dividend and have a history or potential ability of increasing their dividend on an annual
basis. If a common equity ceases paying a dividend, it is generally removed from our portfolio. These common equities are also
mainly blue chip companies that have had the ability to increase dividends over the long term. In terms of economic characteristics,
71 of the 72, or 98% of the common equity portfolio fair value, are United States domiciled corporations. They are all dividend-paying.
They all historically increase their dividend, and they have a history of stable earnings and stock price increases. Further disaggregation
based upon vintage, geographic location or credit quality was considered, but deemed either not applicable or to not provide unique
characteristics that differentiate the underlying nature and risk. In addition, we considered whether activity or business sector
within this major security type required further disaggregation; however, we note that such does not change the nature and risk
of dividend-paying stocks. Rather, the nature and risk is driven by strength in the balance sheet of the issuer, strong history
of earnings and a proven track record of paying dividends regardless of the underlying sector or industry.

Supplemental business description information provided for our
common equities by industry sector on page 29 of our Form 10-K for the fiscal year ended December 31, 2014, is supplementary disclosure
we started in 2009 following the market decline to illustrate the diversification of our investment portfolio, as well as to compare
to the S&P 500 Industry Weightings. This information demonstrates a lack of significant concentration in any single industry
or sector. We consider the industry sector information to be appropriate for inclusion in Item 1 of our Form 10-K; however, this
information is not representative of a difference in the nature and risks of our common equities. As such, we believe our current
disclosure in Notes 2 and 3, identifying common equities as a single major security type, is in accordance with ASC 320-10-50-1B
and ASC 820-10-5-2B.

COMMENT 2.

2. Please provide us, for each “class” (see comment
1 above) of Level 2 fixed maturity securities, the inputs used in your fair value measurement. Refer to ASC 820-10-50-2bbb.

RESPONSE TO COMMENT 2:

As identified in our response to comment 1 above, our class
of Level 2 fixed-maturity securities consist of corporate and states, municipalities and political subdivisions. Our Level 2 fixed-maturity
securities also include commercial mortgage-backed, government-sponsored enterprises, foreign government, and convertibles and
bonds with warrants attached. We referred to the guidance under ASC 820-10-50-2bbb, which states the following requirements:

“For recurring and
nonrecurring fair value measurements categorized within Level 2 and Level 3

of the fair value hierarchy, a description
of the valuation technique(s) and the inputs used in the fair value measurement.

If there has been a change in valuation
technique (for example, changing from a market approach to an income approach or the use of an additional valuation
technique), the reporting entity shall disclose that change and the reason(s) for making it.

For fair value measurements
categorized within Level 3 of the fair value hierarchy, a reporting entity shall provide quantitative information about the significant
unobservable inputs used in the fair value measurement. A reporting entity is not required to create quantitative information to
comply with this disclosure requirement if quantitative unobservable inputs are not developed by the reporting entity when measuring
fair value (for example, when a reporting entity uses prices from prior transactions or third-party pricing information without
adjustment). However, when providing this disclosure, a reporting entity cannot ignore quantitative unobservable inputs that are
significant to the fair value measurement and are reasonably available to the reporting entity.”

All asset classes of fixed-maturity securities that we own share
common characteristics of contractual provisions that define the amount and timing of cash flows and therefore can be valued using
standardized and widely accepted methodologies that rely upon a common set of inputs. Commercial mortgage-backed fixed-maturity
securities can have more variable cash flows within the contractual provisions and therefore require additional analysis and inputs
to appropriately determine a valuation.

The valuation techniques and inputs we use in our fair value
measurement for each class of Level 2 fixed-maturity securities are as follows:

Corporate (which includes convertibles and bonds with warrants
attached) securities are valued using methodologies that model information generated by market transactions involving
identical or comparable assets, as well as discounted cash flow methodologies. Common inputs include prices from recently executed
transactions of similar securities, market place quotes, benchmark yields, spreads off benchmark yields, interest rates and U.S.
Treasury or swap curves.

States, municipalities and political subdivisions securities
are valued using methodologies that model

information generated by market transactions involving identical
or comparable assets, as well as discounted cash flow methodologies. Common inputs include prices from recently executed transactions
of similar securities, market place quotes, benchmark yields, spreads off benchmark yields, interest rates and U.S. Treasury or
swap curves.

Government-sponsored enterprises securities are valued
using methodologies that model information generated by market transactions involving identical or comparable assets, as well as
discounted cash flow methodologies. Common inputs include prices from recently executed transactions of similar securities, market
place quotes, benchmark yields, spreads off benchmark yields, interest rates and U.S. Treasury or swap curves.

Commercial mortgaged-backed securities are valued using
methodologies that model information generated by market transactions involving identical or comparable assets, as well as discounted
cas

April 23, 2015

Via E -mail
Mr. Michael Sewell
Chief Financial Officer, Senior Vice President and Treasurer
Cincinnati Financial  Corporation
6200 S. Gilmore Road
Fairfield, O H  45014 -5141

Re: Cincinnati Financial Corporation
Form 10 -K for the Fiscal Year December 31 , 2014
Filed February 27, 2015
File No. 000-04604

Dear Mr. Sewell :

We have reviewed the above  filing  and have the following comments .  In our comment s,
we ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within 10 business days by providing the requested
information  or by advising us when you will provide the requested response.  If you do not
believe  that a comment applies to your facts and circumstances, please tell us why in your
response.  Please furnish us a letter on EDGAR under the form type label CORRESP that keys
your response s to our comment s.

After reviewing the information provided, we ma y raise additional comments and/or
request that you amend your filing.

Notes to Consolidated Financial Statements
Note 3 – Fair Value Measurements
Fair Value Hierarchy, page 137

1. Please refer to your disclosure of investments herein and in Note 2 .  Please provide us
analyses under ASC 320 -10-50-1B and ASC 820 -10-50-2B supporting your presentation s
of investments  by “major security types” and “classes.”  In this regard, tell us why you
did not furt her disaggregate your corporate and s tates, municipalit ies and political
subdivisions  fixed maturity securities and your common equities.  With respect to
corporate fixed maturity securities and common equities, y our disclosure on page s 27 and
29 suggests that further disaggregation by industry sector for cert ain sectors may be
necessary.   Regarding your tax -exempt fixed maturity securities, your disclosure on page
28 suggests that further disaggregation by general and special obligation bonds and
perhaps for Texas may be necessary .

Mr. Michael Sewell
Cincinnati Financial  Corporation
April 23, 2015
 Page 2

 2. Please provide us, for each  “class” (see comment 1 above) of Level 2 fixed maturity
securities, the inputs used in your fair value measurement.  Refer to ASC 820 -10-50-2bbb.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compan y and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

We urge all persons who are responsible for the accuracy and adequacy of the di sclosure
in the filing to be certain that the filing include the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s dis closure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding t o our comments , please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accura cy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense in any p roceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Senior Staff Accountant  Keira Nakada at (202) 551 -3659 .  In this
regard, do not hesitate to contact me at (202) 551 -3679.

Sincerel y,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

May 30, 2012

Via E-mail
Mr. Michael J. Sewell Chief Financial Officer, Senior  Vice President and Treasurer
Cincinnati Financial Corporation  6200 S. Gilmore Road Fairfield, Ohio 45014-5141
Re: Cincinnati Financial Corporation
Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 29, 2012
File No. 000-04604

Dear Mr. Sewell:

We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
  /s/ Gus Rodriguez   Gus Rodriguez
Accounting Branch Chief

CORRESP
1
filename1.htm

May 9, 2012

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

 RE: Cincinnati Financial Corporation

  Form 10-K for the Fiscal Year Ended December 31, 2011

  Filed February 29, 2012

  File No. 000-04604

Dear Mr. Rosenberg:

We have received your letter dated April 26,
2012, in response to our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. We appreciate that your review
was intended to assist us in our compliance with applicable disclosure requirements and to enhance the overall disclosure in our
filings.

The following reflects our careful review of the comments
you provided (keyed to your letter dated April 26):

Management's Discussion and Analysis of Financial
Condition and Results of Operations Executive Summary, page 38

QUESTION 1.

Please tell us why you refer to a mortgage and financial
guaranty segment which does not appear to be reported in your financial statements.

RESPONSE TO QUESTION 1:

We referred to “mortgage and guaranty segments”
numerous times in Management's Discussion and Analysis in Item 7 of our 2011 Form 10-K, each time in reference to industry data.
Near the beginning of Management's Discussion and Analysis, in the second paragraph on page 38, we made the general statement below
with respect to our references to industry data.

“Periodically, we refer to estimated industry
data so that we can give information on our performance within the context of the overall insurance industry. Unless otherwise
noted, the industry data is prepared by A.M. Best Co., a leading insurance industry statistical, analytical and financial
strength rating organization.”

Our subsequent references to industry data were worded
to match how A.M. Best described industry data in its February 6, 2012 special report entitled: “U.S. P/C Industry’s
2011 Results Slammed by Catastrophe Losses.” Tables in that report displaying historical and projected data for the industry
prominently included the description “Excludes mortgage and financial guaranty segments” in the title section of the
tables.

Below is one of the related references included in
our 2011 Form 10-K.

“Our statutory combined ratio averaged 101.2
percent over the five-year period 2007 through 2011 compared with an estimated 100.8 percent for the property casualty industry,
excluding the mortgage and financial guaranty segments.”

We do not write mortgage and financial guaranty business.
In future disclosures, to help avoid confusion for readers in cases where we reference industry data that excludes what A.M. Best
refers to as a segment, we will modify wording along the lines of the example below.

“Our statutory combined ratio averaged 101.2
percent over the five-year period 2007 through 2011 compared with an estimated 100.8 percent for the property casualty industry,
with the industry’s estimated ratio excluding its mortgage and financial guaranty lines of business.”

Management's Discussion and Analysis of Financial
Condition and Results of Operations 2012 Reinsurance Programs, page 98

QUESTION 2.

You disclose that, if the pool participants and reinsurers
that participated in USAIG were unable to fulfill their financial obligations and all security collateral that supports the participants’
obligations became worthless, you could be liable for an additional pool liability of $220 million and your financial position
and results of operations could be materially affected. Please provide us further information regarding the terms of this arrangement
that could cause you to be liable for this additional pool liability, your accounting treatment and an analysis of the accounting
literature supporting your treatment. In your response, also tell us the names of pool participants and reinsurers, their A.M.
Best Ratings, the amounts owed by each participant and reinsurer and the amount of any disputed items.

RESPONSE TO QUESTION 2:

The $220 Million MD&A Disclosure—Terms
of This Arrangement This $220 million estimated amount disclosed in our 2011 10-K represented the hypothetical worst case
scenario for a liability resulting from our membership in the United States Aviation Insurance Group (USAIG) pool that terminated
10 years ago, in the remote event that all other pool participants and reinsurers were to become insolvent and default and all
collateral posted as security to satisfy each pool member’s net obligation to the pool were to become worthless. All pool
members are jointly and severally liable for the pool’s liabilities. Each member company of USAIG must adhere to financial
rating, statutory surplus and security agreement requirements. The member companies are required to fund a trust account at a depository
bank to meet 100 percent of their respective net liabilities. Currently all members of the USAIG pools for the years 1992 –
2002 are solvent, and management expects USAIG to collect 100 percent of the reinsurance recoverables associated with the
USAIG pools. Management reviews monthly reports from USAIG reflecting the market value of the collateral posted as security by
member companies pursuant to the USAIG Security Agreement.

Since at least 2001, each year our Annual Report on
Form 10-K has included disclosure about our potential liabilities arising out of our membership in USAIG – in either Management’s
Discussion and Analysis of Financial Condition and Results of Operations (MD&A) or in Risk Factors, or in both sections. We
are aware that material reinsurance transactions are generally presented in the description of the business included in our Annual
Report on Form 10-K, Item 1, Business. However, we had determined, based on guidance within the General Instructions of Securities
Act Industry Guide 6 - Disclosures Concerning Unpaid Claims and Claim Adjustment Expenses of Property-Casualty Insurance Underwriters,
that inclusion of disclosure about our USAIG pool participation and our other reinsurance transactions would be more meaningful
to investors within Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our
Annual Report on Form 10-K.

We now understand that inclusion of our USAIG discussion
and the hypothetical worst case scenario amount in this section could be confusing to investors since we do not believe it to be
material. We intend to eliminate it from the MD&A in future periodic reports, and currently have no intention of adding it
to a different section of those reports.

Accounting Treatment and Accounting Literature
We applied accounting guidance of FASB ASC 450-20 Contingencies – Loss Contingencies. ASC 450-20 requires a liability to
be recorded if the risk of loss is probable and reasonably estimable. We determined that as of December 31, 2011, the loss contingency
was remote for the following reasons:

 · The ratings of pool participants met
the pool’s financial ratings requirements,

 · Collateral with a market value in excess
of the members’ net liabilities was in place per security agreement requirements,

 · Reinsurance was in place to protect the
pool from large losses,

 · All receivables due from USAIG have been
paid to us on time.

Therefore we did not record a balance sheet liability.

Amounts Owed, Disputed Amounts and Ratings of
Pool Participants USAIG does not provide information about the individual liabilities attributable to each of the members
for the 1992 – 2002 period. Members with collateral with market value less than net liabilities must promptly make an additional
deposit of cash and/or securities having a value of no less than the amount by which the market value is less than the net liabilities.
As of December 31, 2011, 135 percent of members’ net liabilities were protected by the collateral posted.

We are unaware of any disputed items, defaults or
decline in the value of collateral posted as security by any pool member. All receivables due from USAIG have been paid on time.
In addition, USAIG has a reinsurance program to protect pool members from extremely high levels of losses.

USAIG member companies’ participation in the
pool individually ranged from 3 percent to 20 percent for policy years 1992 through 2002. The A.M. Best ratings for those companies
are as follows:

    Member Company
    A.M. Best Rating 1

    ACE American Insurance Company
    A+

    Aetna Casualty & Surety
    A

        CGU Insurance Co.

        (Since 2003 known as AVIVA Insurance Company of Canada,
as subsidiary of AVIVA Group)

        A

        The Cincinnati Insurance Company

        (Subsidiary of Cincinnati Financial Corporation)

    A+

        Continental Casualty Company

        (Subsidiary of CNA Financial Corporation)

        A

        Hartford Fire Insurance

        (Subsidiary of The Hartford Financial Services Group, Inc.)

        A

        Highlands Insurance – Tex

        (Now known as Highlands Insurance company U.K.)

        NR

    Liberty Mutual Insurance
    A

    Maryland Casualty Company (Subsidiary of Zurich Insurance Group)
    A+

    Nationwide Insurance Company
    A+

        Royal Indemnity Company

        (Acquired by Arrowood Capital in 2007)

    NR

        St. Paul Fire & Marine Insurance

        (Part of Travelers Companies, Inc.)

    A+

        Travelers Indemnity Company

        (Part of Travelers Companies, Inc.)

    A+

        U.S. Fidelity & Guaranty Company

        (Part of Travelers Companies, Inc.)

    A+

    United Service Auto Association
    A++

        Wesco Financial Services

        (Part of Berkshire Hathaway)

    A++

    Zurich Insurance Company
    A+

_____________

1 Ratings as of May 3, 2012

We acknowledge that:

 · We are responsible
for the adequacy and accuracy of the disclosures in the filing;

 · Staff comments or changes
to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing;
and

 · We may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

We look forward to your response.

    Sincerely,

    /s/ Michael J. Sewell

    Michael J. Sewell

April 26, 2012

Via E-mail
Mr. Michael J. Sewell Chief Financial Officer, Senior  Vice President and Treasurer
Cincinnati Financial Corporation  6200 S. Gilmore Road Fairfield, Ohio 45014-5141
Re: Cincinnati Financial Corporation
Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 29, 2012
File No. 000-04604

Dear Mr. Sewell:

We have reviewed your filing and have the following comments.  In our comments, we
ask you to provide us with information so  we may better underst and your disclosure.

Please respond to this letter within 10  business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe a comment applies to your facts and circ umstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the fo rm type label CORRESP that keys your
responses to our comments.
 After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary, page 38

1. Please tell us why you refer to a mortgage and financial guaranty segment which does not
appear to be reported in your financial statements.
 2012 Reinsurance Programs, page 98

2. You disclose that, if the pool pa rticipants and reinsu rers that participated in USAIG were
unable to fulfill their financial obligations a nd all security collater al that supports the
participants’ obligations became worthless, you could be liable for an additional pool
liability of $220 million and your financial pos ition and results of operations could be
materially affected. Please provide us furthe r information regarding the terms of this
arrangement that could cause you to be liabl e for this additional  pool liability, your
accounting treatment and an analysis of the accounting literature supporting your

Mr. Michael J. Sewell
Cincinnati Financial Corporation
April 26, 2012
  Page 2

 treatment. In your response, also tell us th e names of pool participants and reinsurers,
their A.M. Best Ratings, the amounts owed by each participant a nd reinsurer and the
amount of any disputed items.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Ibolya Ignat, Staff Account ant, at (202) 551-3656 or Gus Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding the comments.  In
this regard, do not hesitate to contact me at (202) 551-3679.

Sincerely,
   /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

CORRESP
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CINCINNATI FINANCIAL CORPORATION

6200 S. Gilmore Road

Fairfield, Ohio 45014

November 30, 2011

Securities and Exchange Commission

450 East Fifth Street, N.W.

Washington, D.C. 20549

Attention: Laura Crotty

Re: Cincinnati Financial Registration Statement on Form S-3; File No. 333-178080

Dear Ms. Crotty:

Cincinnati Financial Corporation hereby requests that the above-referenced Registration Statement be declared effective at 9:30 a.m., Eastern Standard Time, on December 2, 2011, or as soon thereafter as is practicable.

The Cincinnati Financial Corporation acknowledges that (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve Cincinnati Financial Corporation from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) Cincinnati Financial Corporation may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the Federal securities laws of the United States.

Cincinnati Financial Corporation confirms that it is aware of its obligations under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering.

      Yours very truly,

      Cincinnati Financial Corporation

      /s/Lisa A. Love, Esq.

Lisa A. Love, Esq.

Sr. Vice President, General Counsel

and Corporate Secretary

November 23, 2011
 Via Email

Lisa A. Love, Esq. General Counsel Cincinnati Financial Corporation 6200 S. Gilmore Road Fairfield, Ohio 45014
Re: Cincinnati Financial Corporation
  Registration Statement on Form S-3
Filed November 21, 2011
  File No. 333-178080

Dear Ms. Love:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Information Incorporated by Reference, page 16

1. We note that the list of documents to be in corporated by reference into the filing does not
incorporate by reference the company’s Form 8-Ks filed April 25, 2011, May 4, 2011,
June 17, 2011, and August 26, 2011.  Please revise the list on page 16 to include these
filings.
2. Please revise the last bullet point of this section to specifically incorporate by reference
all Exchange Act filings made after the date of the initial registration statement and prior to effectiveness of the registration statement.  See C&DI 123.05 at www.sec.gov
 for
guidance.  In the event you do not include th is language, a pre-effective amendment will
be required to include any Exchange Act filings made during this period.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and

Lisa A. Love, Esq. Cincinnati Financial Corporation  November 23, 2011 Page 2

 all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Laura Crotty at (202) 551- 3563 or me at (202) 551-3715 with any other
questions.
Sincerely,
   /s/ Daniel S. Greenspan for
Jeffrey P. Riedler Assistant Director
cc: Charles F. Hertlein, Jr. (Dinsmore & Shohl LLP)

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                   January 6, 2010   Mr. Steven J. Johnston Chief Financial Officer Cincinnati Financial Corporation 6200 S. Gilmore Road Fairfield, Ohio 45014-5141
Re:      Cincinnati Financial Corporation
Form 10-K for the Fiscal Year Ended December 31, 2008 Form 10-Q for the Quarter ended March 31, 2009
 File No. 0-04604

Dear Mr. Johnston:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
        S i n c e r e l y ,
           G u s  R o d r i g u e z          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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October 30, 2009

Ms. Sasha Parikh

Staff Accountant

Securities and Exchange Commission

Division of Corporate Finance

Mail Stop 4720

Washington, D.C. 20549

RE:

Cincinnati Financial Corporation

Form 10-K for the Fiscal Year Ended December 31, 2008

Form 10-Q for the Quarter Ended March 31, 2009

File No. 0-04604

Dear Ms. Parikh:

Thank you for your verbal comments of October 22, 2009, concerning our written response of August 7, 2009, and our revised disclosure in response to the SEC’s comment letter of July 9, 2009.

The following reflects our careful review of the comments you provided (keyed to your verbal comments of October 22.):

QUESTION 1:

Referring to your response to our Comment 3 with regards to the $65.5 million in realized losses on certain bank preferred stocks and $10.1 million in realized losses on the sale of common stock in a technology company, please revise your disclosure to indicate the specific facts that directly led to your change in intent to hold the securities in the first quarter of 2009.

RESPONSE TO QUESTION 1:

The following revised disclosure appears beginning on Page 41 of our Form 10-Q for the quarterly period ended September 30, 2009, filed on October 29, 2009:

Net Realized Gains and Losses

We reported net realized investment gains of $110 million and $90 million in the three months and nine months ended September 30, 2009, driven by net gains from investment sales and bond calls that were partially offset by other-than-temporary impairment charges. We reported $272 million and $28 million of net realized investment gains in the three months and nine months ended September 30, 2008.

Investment gains or losses are recognized upon the sales of investments or as otherwise required under GAAP. The timing of realized gains or losses from sales can have a material effect on results in any quarter. However, such gains or losses usually have little, if any, effect on total shareholders’ equity because most equity and fixed-maturity investments are carried at fair value, with the unrealized gain or loss included as a component of other comprehensive income. Accounting requirements for other-than-temporary impairment charges for the fixed-maturity portfolio are disclosed in Item 1, Note 2, Investments, on Pages 11-12.

The total realized investment gains for the first nine months of 2009 reflected:

·

$366 million in gains from equity sales including $123 million from sale of ExxonMobil; $87 million from the sale of Procter & Gamble; $67 million from the sale of Fifth Third Bancorp; and $89 million from the sale of various other common stock holdings. These gains were partially offset by realized losses of $161 million from sales of various equity securities, including $52 million from the sale of General Electric Co. (NYSE: GE).

·

$19 million in net losses from fixed-maturity sales and calls and $6 million in net losses from a write-off of an other invested asset.

·

$23 million in gains from changes in fair value of securities with embedded derivatives.

·

$113 million in other-than-temporary impairment charges to write down holdings of fixed maturities, preferred stocks and common stocks.

The $180 million realized investment gains are net of realized losses. Of the $197.7 million in realized losses on securities sold in the nine months ended September 30, 2009, $149.6 million occurred in the first quarter, $40.3 million occurred in the second quarter and $7.7 million occurred in the third quarter.

Of the $149.6 million in first-quarter 2009 realized losses, $19.6 million of realized losses were for securities that had been in an unrealized gain position at December 31, 2008, $1.3 million of first-quarter realized losses were for securities sold in connection with dissolution of one of our subsidiaries in February 2009, and $0.4 million of first-quarter realized losses was for one security that had been written down as an other-than-temporary impairment at December 31, 2008. The remaining $128.3 million of the $149.6 million of realized losses on the sale of securities in the first quarter of 2009 resulted from sales of securities related to the financial services sector. These sales can be divided into two groups: bank preferred stocks and two common stocks.

Certain bank preferred stocks accounted for $66.5 million of first-quarter 2009 realized losses. At year-end 2008, bank preferred stocks were under pressure because of the government takeover of Fannie Mae and Freddie Mac. Also adversely affecting the preferred securities of financial services companies were government intervention in the financial sector combined with declining asset bases. Although under pressure, these securities continued to pay their dividends, supporting our ability and intent to hold these securities pursuant to our investment policy, as we expected recovery to occur within a reasonable period as the credit environment stabilized.

Subsequent to year-end, pressure on the securities of financial institutions intensified. The likelihood for nationalization of banks was increasing, which would likely result in a repeat of the effects of the takeovers of Fannie Mae and Freddie Mac, potentially squeezing out this asset class, or at a minimum, could result in elimination of or deep cuts to the dividends for these preferred securities. The impact of these events subsequent to year-end was inconsistent with our investment policy of holding income-producing securities, and therefore our intent to hold the securities changed from year-end. The BIX Index (S&P Banking Index) declined by approximately 64 percent between December 31, 2008, and March 6, 2009, reinforcing both the market outlook for the sector and our decision to sell these securities during the first quarter as these events unfolded.

The sale of two common stocks in the first quarter of 2009 accounted for the remaining $61.8 million of realized losses. Our rationale for determining that the decline in the value of both stocks at year-end 2008 was not other-than temporary was due to our intent to hold these securities. Both companies were maintaining their dividends and we expected recovery to cost within a reasonable time. Following one company’s announcement of a dividend cut in February 2009, we sold our position, realizing a loss of $51.7 million. The other company derived approximately 71 percent of its revenue from financial institutions. The same industry concerns expressed above for bank preferred securities of financial institutions emerged, leading us to a decision to sell our position, realizing a loss of $10.1 million.

Of the $40.3 million in second-quarter 2009 realized losses, $3.5 million of the realized losses were for the sale of securities that had been in an unrealized gain position at March 31, 2009. One security, which accounted for $21.9 million of the realized loss, suspended its dividend payment during the second quarter. Five fixed maturities, which accounted for $7.5 million of the realized loss, were impaired in previous quarters, reversed when ASC 320 was implemented, then subsequently were sold. One security, which accounted for $1.0 million of the realized loss, was sold due to a company involved in a pending merger.

Of the remaining $6.4 million, one common stock, amounting to $4.9 million of the realized loss, was in an unrealized loss position at March 31, 2009.

Of the $7.7 million in third-quarter 2009 realized losses, $0.7 million of the realized losses were for the sale of securities that had been in an unrealized gain position at June 30, 2009, $0.3 million was a write-off of an expired interest rate swap and $6.7 million were write-offs of other invested assets, including $6.1 million for a venture capital investment related to a bank failure that occurred in the third quarter of 2009.

We believe that if the improving liquidity in the markets were to reverse, or the economic recovery were to significantly stall, we could experience declines in portfolio values and possible additional other-than-temporary-impairment charges. Of the 2,470 securities in the portfolio, 18 were trading below 70 percent of book value at September 30, 2009. Of these 18 securities, none were equity securities. Our asset impairment committee regularly monitors the portfolio.

QUESTION 2:

Referring to your response to our Comment 3, we have a long held belief that there is a strong indication of OTTI of investments in common stocks if the cost basis exceeds fair value for a period of six to nine months or even sooner depending on other specific indicators.  Please review your disclosure to elaborate on your ability and intent to hold your equity securities until they recover.  In this regard, you disclose the existence of securities where fair value is less than 70 percent of amortized cost.  In order to recover in value, a security in this class would need to appreciate in value by at least 42 percent.  Based on historical experience, it appears that a significant amount of time may be necessary for a recovery of this magnitude.  Please provide an indication of the period you believe is necessary to recover this value and your ability to hold the securities over this period.

RESPONSE TO QUESTION 2:

When evaluating our common stock and other equity investments for other-than-temporary impairment, we consider qualitative and quantitative factors, including facts and circumstances specific to individual securities, asset classes, the financial condition of the issuer, changes in dividend payment, the length of time fair value had been less than book value, the severity of the decline in fair value below book value, the volatility of the security and our ability and intent to hold each position until its forecasted recovery.  We believe our strong surplus position and cash flow provide a cushion against short-term fluctuations in valuation and enable us to hold these investments through what we believe to be slightly longer recovery periods occasioned by the recession and historic levels of market volatility. We also believe that continued payment of cash dividends by issuers of these securities can provide a floor to their valuation.  Accordingly, we are able to be patient investors in equity securities trading below amortized cost where we expect recovery within a reasonable time given market conditions, while benefitting from the dividend income generated by these same equities.

At September 30, 2009, we held 11 equity securities that had been in an unrealized loss position for 12 months or more, which accounted for unrealized losses of $56 million.  Despite the duration of the unrealized loss positions, all 11 investments continued to pay their dividends and, in the last two quarters experienced significant recovery of their market value.  Considering the qualitative and quantitative factors applicable to each of these investments, we determined that theses securities were not other-than-temporarily impaired.

Four of the securities were preferred stocks accounting for $4.7 million in unrealized losses.  Of these, three were trading between 70 and 90 percent of book value, and one was trading above 90 percent of book value.  Our expected recovery periods for these four preferred stocks range from four to six quarters from September 30, 2009.  We believe the slightly longer recovery periods for these investments are justified because preferred stocks have been adversely affected by government intervention in the takeover of Fannie Mae and Freddie Mac but should recover as the credit environment continues to improve with the continued effect of government stimulus.

The remaining seven equity securities in an unrealized loss position for 12 months or more as of September 30, 2009, were common stocks accounting for $51.8 million in unrealized losses.  Three common stocks trading between 70 and 90 percent of book value accounted for $34.1 million in unrealized losses, and four

were trading above 90 percent of book value.  During the six months ended September 30, 2009, the fair value of the three common stocks trading between 70 and 90 percent of book value increased between 6 and 25 percent, demonstrating a strong pace of recovery.  Our expected recovery period for these three common stocks is three quarters from September 30, 2009.  We believe the slightly longer recovery periods for these three common stocks are justified by the qualitative and quantitative characteristics applicable to each.

The first common stock is a medical device company whose percentage to book value has risen from 59.5 percent at December 31, 2008 to 73.4 percent at September 30, 2009. The unrealized loss was $19 million at September 30, 2009. The expected recovery date is June 30, 2010. The security remains under pressure along with others in the health care sector, which has not participated in the broader market upturn of the last six months. However, this firm has announced strong new products and a management focus on operating leverage that led us to recently add to our holdings of this company, evidencing our intent to hold this investment.

The second common stock is a technology company whose percentage to book value has risen from 60.4 percent at December 31, 2008 to 84.9 percent at September 30, 2009.  The unrealized loss was $8 million at September 30, 2009. The expected recovery date is June 30, 2010. An expected PC refresh cycle suggests increased sales as businesses and individuals act on pent-up demand for their products.

The third common stock is a business equipment company whose percentage to book value has decreased from 74.7 percent at December 31, 2008 to 72.8 percent at September 30, 2009.  The unrealized loss was $7 million at September 30, 2009. The expected recovery date is June 30, 2010. An expected pent-up demand and expected economic recovery should provide earnings improvement. This company has exceptionally strong cash flow to support their dividend and ongoing business cash needs. The P/E ratio is low at 10X earnings. Normally its P/E ratio, and that of its sector, is around 15 times earnings.

The five equity securities trading above 90 percent of book value at September 30, 2009 appear to have weathered the historic levels of market volatility of the past year and are now at valuations where full cost recovery could be expected in the near term, although ordinary market fluctuations could affect valuations at any measurement period.

We revised the disclosure contained in two sections of our Form 10-Q for the quarterly period ended September 30, 2009, filed on October 29, 2009 to elaborate on our rationale for considering the unrealized losses in these equity investments to be temporary at September 30, 2009.  The two sections revised are Note 2 – Investments, Other-than-temporary Impairment Charges, beginning on Page 11 and “Unrealized Investment Gains and Losses,” beginning on Page 53. The revised disclosure is set forth below:

The following revised disclosure appears beginning on Page 11 of our Form 10-Q for the quarterly period ended September 30, 2009, filed on October 29, 2009:

During the quarter ended September 30, 2009, we impaired 13 fixed-maturity securities for a total of $11 million. At September 30, 2009, 135 fixed-maturity investments with a total unrealized loss of $28 million had been in an unrealized loss position for 12 months or more. Of that total, six fixed-maturity investments with a total unrealized loss of $2 million were trading below 70 percent of book value. Eleven equity securities with a total unrealized loss of $56 million had been in an unrealized loss position for 12 months or more, but none were trading below 70 percent of book value.

During 2008, we impaired 126 securities. At December 31, 2008, 142 fixed maturity investments with a total unrealized loss of $78 million had been in an unrealized loss pos

CORRESP
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.

August 7, 2009

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

Division of Corporate Finance

Mail Stop 4720

Washington, D.C. 20549

RE:

Cincinnati Financial Corporation

Form 10-K for the Fiscal Year Ended December 31, 2008

Form 10-Q for the Quarter Ended March 31, 2009

File No. 0-04604

Dear Mr. Rosenberg:

We have received your letter dated July 9, 2009, in response to our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and Form 10-Q for the quarter ended March 31, 2009. We appreciate that your review was intended to assist us in our compliance with applicable disclosure requirements and to enhance the overall disclosure in our filings.

The following response reflects our careful review of the comments you provided (keyed to your letter dated July 9):

Form 10-K for the Fiscal Year Ended December 31, 2008

Quantitative and Qualitative Disclosures About Market Risk

Application of Asset Impairment Policy, Page 87

QUESTION 1:

On page 88 you present a table that lists the number of securities and the gross unrealized gain or loss for various classes of your investments. This table also summarizes the length of time that securities in your portfolio have been in a continuous unrealized gain or loss position. It appears that the totals of the unrealized gains and losses from this table agree with the gross unrealized gains and losses presented in Note 2 to your financial statements on page 105. However, the unrealized losses from this table do not appear to agree with the table of loss duration in Note 2. As an example, it appears from your table on page 88 that the total gross unrealized losses on securities in a loss position from more than 12 months is $43 million (comprised of $25 million for those held 12 to 24 months and $18 million held more than 12 months) while the table on page 105 indicates that this amount is $119 million. Please revise your disclosure to clarify why these tables do not appear to agree.

RESPONSE TO QUESTION 1:

Upon review of your comment, we agree that our disclosure concerning the aging and severity of unrealized losses included in the tables and accompanying narrative explanations on pages 88 and 105, while accurate, could be difficult to follow. We believe that the difficulty stems from our use of two similar tables with different durations that were intended to convey different information about aging and duration of securities in unrealized loss positions. For future filings, beginning with our Form 10-Q for the quarterly period ended June 30, 2009, we have revised our disclosure such that the same table used on Form 10-K, Page 105 is shown in Form 10-Q Note 2, Page 10 and in the

1

MD&A, Page 47, as set forth below. The revised disclosure below is included in MD&A on our Form 10-Q for the quarterly period ended June 30, 2009, filed on August 7, 2009.

The table below reviews fair values and unrealized losses by investment category and by the overall duration of the securities’ continuous unrealized loss position.

(In millions)

   Less than 12 months

   12 months or more

   Total

      Fair

value

   Unrealized

losses

   Fair

value

   Unrealized

losses

   Fair

value

   Unrealized

losses

At June 30,

2009

Fixed maturities:

  States, municipalities and political subdivisions

 $

 295

 $

 7

 $

 309

 $

 11

 $

 604

 $

 18

  Government-sponsored enterprises

   180

   2

   7

   0

   187

   2

  Short-term investments

   3

   0

   0

   0

   3

   0

  Collateralized mortgage obligations

   26

   15

   0

   0

   26

   15

  Corporate bonds

   702

   102

   769

   71

   1,471

   173

      Total

   1,206

   126

   1,085

   82

   2,291

   208

Equity securities

   518

   93

   227

   62

   745

   155

      Total

 $

 1,724

 $

 219

 $

 1,312

 $

 144

 $

 3,036

 $

 363

At December 31,

2008

Fixed maturities:

  States, municipalities and political subdivisions

 $

 592

 $

 26

 $

 94

 $

 5

 $

 686

 $

 31

  Government-sponsored enterprises

   141

   2

   0

   0

   141

   2

  All other corporate bonds and short-term investments

   1,562

   230

   292

   73

   1,854

   303

      Total

   2,295

   258

   386

   78

   2,681

   336

Equity securities

   820

   219

   79

   41

   899

   260

      Total

 $

 3,115

 $

 477

 $

 465

 $

 119

 $

 3,580

 $

 596

During the quarter ended June 30, 2009, we impaired nine securities. At June 30, 2009, 358 fixed-maturity investments with a total unrealized loss of $82 million had been in an unrealized loss position for 12 months or more. Of the total fixed maturity securities in an unrealized loss position for twelve months or more at June 30, 2009, two fixed maturity securities with a fair value of $2 million were trading under 70 percent of book value and accounted for $1 million in unrealized losses; 72 fixed maturity securities with a fair value of $265 million were trading from 70 percent to less than 90 percent of book value and accounted for $48 million in unrealized losses; and 284 fixed maturity securities with a fair value of $818 million were trading from 90 percent to less than 100 percent of book value and accounted for $33 million in unrealized losses.

Of the total equity securities in an unrealized loss position for twelve months or more at June 30, 2009, one equity security with a fair value of $50 million was trading under 70 percent of book value and accounted for $22 million in unrealized losses; seven equity securities with a fair value of $133 million were trading from 70 percent to less than 90 percent of book value and accounted for $37 million in unrealized losses; and one equity security with a fair value of $44 million was trading between 90 percent to less than 100 percent of book value and accounted for $3 million in unrealized losses.

During 2008, we impaired 126 securities. At December 31, 2008, 142 fixed maturity investments with a total unrealized loss of $78 million had been in an unrealized loss position for 12 months or more. Of that total, there were no fixed maturity investments trading below 70 percent of book value. Six equity investments with a total unrealized loss of $41 million had been in an unrealized loss position for 12 months or more as of December 31, 2008. Two of these equity investments were trading below 70 percent of book value.

2

Financial Statements and Supplementary Data

Note 2. Investments, Page 104

QUESTION 2:

You provide disclosure with the number of securities in your fixed maturity investment portfolio that have been in an unrealized loss position for 12 months or more. Please revise your disclosure to provide similar disclosure related to your equity security investments for the periods provided as applicable.

RESPONSE TO QUESTION 2:

For future filings, beginning with the Form 10-Q for the quarterly period ended June 30, 2009 as filed on August 7, 2009, we have revised our disclosure included in Note 2 Investments beginning on Page 9 of our Form 10-Q, to additionally reflect the number of those equity securities in an unrealized loss position for a period of 12 months or more at the end of the applicable reporting period as shown below:

(In millions)

   Less than 12 months

   12 months or more

   Total

      Fair

value

   Unrealized

losses

   Fair

value

   Unrealized

losses

   Fair

value

   Unrealized

losses

At June 30,

2009

Fixed maturities:

  States, municipalities and political subdivisions

 $

 295

 $

 7

 $

 309

 $

 11

 $

 604

 $

 18

  Government-sponsored enterprises

   180

   2

   7

   0

   187

   2

  Short-term investments

   3

   0

   0

   0

   3

   0

  Collateralized mortgage obligations

   26

   15

   0

   0

   26

   15

  Corporate bonds

   702

   102

   769

   71

   1,471

   173

      Total

   1,206

   126

   1,085

   82

   2,291

   208

Equity securities

   518

   93

   227

   62

   745

   155

      Total

 $

 1,724

 $

 219

 $

 1,312

 $

 144

 $

 3,036

 $

 363

At December 31,

2008

Fixed maturities:

  States, municipalities and political subdivisions

 $

 592

 $

 26

 $

 94

 $

 5

 $

 686

 $

 31

  Government-sponsored enterprises

   141

   2

   0

   0

   141

   2

  All other corporate bonds and short-term investments

   1,562

   230

   292

   73

   1,854

   303

      Total

   2,295

   258

   386

   78

   2,681

   336

Equity securities

   820

   219

   79

   41

   899

   260

      Total

 $

 3,115

 $

 477

 $

 465

 $

 119

 $

 3,580

 $

 596

During the quarter ended June 30, 2009, we impaired nine securities. At June 30, 2009, 358 fixed-maturity investments with a total unrealized loss of $82 million had been in an unrealized loss position for 12 months or more. Of that total, there were two fixed maturity investments trading below 70 percent of book value. Nine equity securities with a total unrealized loss of $62 million had been in an unrealized loss position for 12 months or more as of June 30, 2009. Of that total, there was one equity security trading below 70 percent of book value. We perform a formal review of investment securities on a quarterly basis for the presence of other-than-temporary impairments (OTTI). For the 2009 second quarter, we adopted FSP No. FAS 115-2 and 124-2. As required by the new FSP for fixed maturity securities, OTTI is considered to have occurred (1) if we intend to sell the impaired fixed maturity security; (2) if it is more likely than not we will be required to sell the fixed maturity security before recovery of its amortized cost basis; or (3) the present value of the expected cash flows is not sufficient to recover the entire amortized cost basis. We have evaluated each of the fixed maturities with an unrealized loss for OTTI at June 30, 2009 and have determined that the unrealized losses are primarily the result of increased market volatility, wider liquidity spreads, and various non-credit related conditions. We do not consider these fixed maturity investments to be OTTI at June 30, 2009. For each of our equity securities in an unrealized loss position at June 30, 2009, we have applied the objective quantitative and qualitative criteria of our invested asset impairment policy for OTTI for equity securities, including facts and circumstances specific to individual securities, asset classes, the financial condition of the issuer, changes in dividend payments, the length of time fair value has been less than book value, the severity of the decline in fair value below book value, and our ability and intent to hold each position until its forecasted recovery. As of June 30, 2009, we determined that unrealized losses on equity securities were not OTTI.

3

During 2008, we impaired 126 securities. At December 31, 2008, 142 fixed maturity investments with a total unrealized loss of $78 million had been in an unrealized loss position for 12 months or more. Of that total, there were no fixed maturity investments trading below 70 percent of book value. Six equity investments with a total unrealized loss of $41 million had been in an unrealized loss position for 12 months or more as of December 31, 2008. Two equity securities were trading below 70 percent of book value. For each of our equity securities in an unrealized loss position at December 31, 2008, we applied the objective quantitative and qualitative criteria of our invested asset impairment policy for OTTI for equity securities, including facts and circumstances specific to individual securities, asset classes, the financial condition of the issuer, changes in dividend payment, the length of time fair value has been less than book value, the severity of the decline in fair value below book value, and our ability and intent to hold each position until its forecasted recovery. As a result of this evaluation, we have not recorded an impairment on the six equity securities in an unrealized loss position in excess of twelve months at December 31, 2008.

QUESTION 3:

3.a.) Please revise your disclosure to explain why losses of $41 million on equity securities with a fair value of $79 million at December 31, 2008 that have been in a continuous loss position for more than 12 months were not considered to be other than temporary impairments and recognized as a loss under US GAAP. 3.b.) Please tell us if any of these equity securities at December 31, 2008 were subsequently sold and a realized loss was recognized. 3.c.) In addition, please explain to us why none of the securities comprising the $150 million in realized losses during the first quarter of 2009 as disclosed on page 32 of your March 31, 2009 Form 10-Q were not other-than temporary impaired at December 31, 2008.

RESPONSE TO QUESTION 3:

See responses to the sub-parts of Question 3 below.

QUESTION 3.a.):

Please revise your disclosure to explain why losses of $41 million on equity securities with a fair value of $79 million at December 31, 2008 that have been in a continuous loss position for more than 12 months were not considered to be other than temporary impairments and recognized as a loss under US GAAP.

RESPONSE TO QUESTION 3.a.):

Please refer to the revised disclosure set forth in response to Question 2 above, which we believe responds to this question.

QUESTION 3.b.):

Please tell us if any of these equity securities at December 31, 2008 were subsequently sold and a realized loss was recognized.

RESPONSE TO QUESTION 3.b.):

Yes. Of the six equity securities in an unrealized loss position for a period of 12 months or more at December 31, 2008, two small positions held in Medtronic and Avery Dennison, were sold in the first quarter of 2009 resulting in a realized loss of 176 thousand dollars. The number of shares sold was 5,000 from a position of 1,255,000 shares for Medtronic and 3,000 shares from a position of 525,138 for Avery Dennison. These shares were held by CinFin Capital Management Company, a former subsidiary of Cincinnati Financial Corporation, which ceased operations as of February 28, 2009. The sales, triggered by the closure of CinFin Capital in early 2009, were based on a decision to transfer cash, in lieu of securities, to efficiently distribute the assets to its parent, Cincinnati Financial Corporation and simplify recordkeeping. The method of transferring the assets of CinFin Capital to its parent was not determined until the first quarter of 2009. We continue to hold the remaining positions of these two securities, as well as the other four securities, in our consolidated equity portfolio as of June 30, 2009.

4

QUESTION 3.c.):

In addition, please explain to us why none of the securities comprising the $150 million in realized losses during the first quarter of 2009 as disclosed on page 32 of your March 31, 2009 Form 10-Q were not other-than temporarily impaired at December 31, 2008.

RESPONSE TO QUESTION 3.c.):

Of the $150 million in realized losses on securities sold in the first quarter of 2009, $19.6 million of those losses were from securities in an unrealized gain position at December 31, 2008, securities accounting for $1.3 million in realized losses were sold in connection with dissolution of one of our subsidiaries as discussed above, and one security, which accounted for $0.4 million of the realized loss, was written down as an other-than-temporary impairment at December 31, 2008.

The remaining $128.3 million of the $150 million of realized losses in the first quarter of 2009 resulted from sales of securities related principally to the further decline in the financial services sector. These sales can be divided into two groups: bank preferred stocks and two common stocks.

Sales in the first quarter of 2009 of certain bank preferred stocks accounted for $66.5 million of realized losses. At year-end, bank preferred stocks

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July 15, 2009

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4720

Washington, D.C. 20549

Re:

Cincinnati Financial Corporation

Form 10-K for the Fiscal Year Ended December 31, 2008

Form 10-Q for the Quarter ended March 31, 2009

File Number:  0-04604

Dear Mr. Rosenberg:

In response to your letter of July 9, 2009, I contacted Sasha Parikh, Staff Accountant, by telephone on July 15, 2009, to agree upon a date for submission of Cincinnati Financial Corporation’s formal response.  This letter confirms that, as agreed, Cincinnati Financial Corporation will submit its response to the matters raised in your July 9 letter on or before August 7, 2009.

Sincerely,

CINCINNATI FINANCIAL CORPORATION

/s/Steven J. Johnston

Steven J. Johnston, FCAS, MAAA, CFA

Chief Financial Officer, Senior Vice President, Secretary and Treasurer

cc:

Sasha Parikh

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                   July 9, 2009   Mr. Steven J. Johnston Chief Financial Officer Cincinnati Financial Corporation 6200 S. Gilmore Road Fairfield, Ohio 45014-5141
Re:      Cincinnati Financial Corporation
Form 10-K for the Fiscal Year Ended December 31, 2008
Form 10-Q for the Quarter ended March 31, 2009
 File No. 0-04604

Dear Mr. Johnston:
We have reviewed your filing and have the following comments.  In our
comments, we ask you to provide us with  information to better understand your
disclosure.  Where a comment requests you to  revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or interim filing, as applicable, in which you intend to first incl ude it.  If you do not
believe that revised disclosure  is necessary, explain the reason in your response.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filing.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2008

Quantitative and Qualitative Di sclosures About Market Risk

Application of Asset Impairment Policy, page 87
1. On page 88 you present a table that list s the number of secu rities and the gross
unrealized gain or loss for various classes of your investments. This table also
summarizes the length of time that securi ties in your portfolio  have been in a

Mr. Steven J. Johnston
Cincinnati Financial Corporation
July 9, 2009 Page 2
continuous unrealized gain or loss position. It appears that the totals of the unrealized gains and losses from this table agree with the gross unrealized gains and losses presented in Note 2 to yo ur financial statements on page 105.
However, the unrealized losses from this table do not appear to agree with the
table of loss duration in Note 2. As an  example, it appears from your table on
page 88 that the total gross unrealized losses on securities in a loss position from more than 12 months is $43 million (com prised of $25 million for those held 12
to 24 months and $18 million held more than 12 months) while the table on page
105 indicates that this am ount is $119 million. Please revise your disclosure to
clarify why these tables do not appear to agree.
 Financial Statements and Supplementary Data

Note 2. Investments, page 104
2. You provide disclosure with  the number of securities in your fixed maturity
investment portfolio that have been in  an unrealized loss pos ition for 12 months
or more. Please revise your disclosure to provide similar disclosure related to your
equity security investments for the periods provided as applicable.
3. Please revise your disclosure to explain why losses of $41 million on equity securities with a fair va lue of $79 million at December 31, 2008 that have been in
a continuous loss position for more than 12 months were not considered to be
other than temporary impairments a nd recognized as a loss under US GAAP.
Please tell us if any of these equi ty securities at December 31, 2008 were
subsequently sold and a realized loss was recognized. In addition, please explain
to us why none of the securities compri sing the $150 million in realized losses
during the first quarter of 2009 as di sclosed on page 32 of your March 31, 2009
Form 10-Q were not other-than-tempor arily impaired at December 31, 2008.

Form 10-Q for the quarter ended March 31, 2009

Managements Discussion and Analysis of Financial Conditio n and Results of

Operations
Results of Operations, page 23
4. You disclose loss and loss expense ratio s of 117.5% for workers’ compensation
policies, 96.0% for specialty packag e policies and 132.9% for homeowners
polices.  In the absence of disclosure to the contrary, we assume that these trends
will continue.  If this is not reasonably likely, please revise your disclosure to
explain.  Also, taking into considerat ion underwriting expenses the combined
ratios for these lines of business would be higher. Please explain to us why you
did not apparently record a premium defici ency related to these lines of business.
Please separately reference for us the authoritative literature you relied upon to
support your accounting. As required by para graph 60e of SFAS 60, please revise

Mr. Steven J. Johnston
Cincinnati Financial Corporation July 9, 2009 Page 3
 your accounting policy note to your financial statements to indicate whether or not you include anticipated investment income in your premium deficiency
computation.

*      *      *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your response to our
comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish the letter to us via EDGAR under the form type label CORRESP.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 Please contact Sasha Parikh, Staff Acc ountant, at (202) 551-3627 or Mark
Brunhofer, Senior Staff Account ant, at (202) 551-3638 if you have questions regarding
the comments.  In this regard, do not he sitate to contact me at (202) 551-3679.
 Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

Via Facsimile and U.S. Mail
Mail Stop 6010

                                                                                                September 14, 2007

Kenneth W. Stecher
Chief Financial Officer, Executive Vice President,
Secretary and Treasurer
Cincinnati Financial Corporation
6200 S. Gilmore Road
Fairfield, Ohio 45014-5141

Re:   Cincinnati Financial Corporation
Form 10-K for the Fiscal Year Ended December 31, 2006
Filed February 28, 2007
File Number:  000-04604

Dear Mr. Stecher:

 We have completed our review of your Form 10-K and have no further comments
at this time.

        S i n c e r e l y ,

Jim Atkinson
        A c c o u n t i n g  B r a n c h  C h i e f

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August 17, 2007

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

450 Fifth Street, N.W.

Mail Stop 03-09

Washington, D.C. 20549

RE:

Cincinnati Financial Corporation

Form 10-K for the fiscal year ended December 31, 2006

Filed February 28, 2007

File No. 000-04604

Dear Mr. Rosenberg:

This letter responds to the additional verbal comments Vanessa Robertson provided in her conversation with me and several other members of Cincinnati Financial’s staff on July 23, 2007.

We have responded to these comments by modifying the response we provided on July 6, 2007, to your original comments. Changes based on our conversation with Vanessa appear in bold type.

Form 10-K – December 31, 2006

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 31

Critical Accounting Estimates, page 35

Property Casualty Insurance Loss and Loss Expense Reserves, page 35

1.

We believe your disclosure in the Critical Accounting Estimates section of MD&A regarding the estimation of the reserve for loss and loss adjustment expenses could be improved to better explain the judgments and uncertainties surrounding this estimate and the potential impact on your financial statements. We believe in order to meet the principal objectives of MD&A this disclosure should enable the investor to understand 1) management’s method for establishing the estimate; 2) whether and if so to what extent and why management has adjusted their assumptions used to determine the estimate from the assumptions used in the immediately preceding period and 3) the potential variability in the most recent estimate and the impact this variability may have on reported results financial condition and liquidity. Please keep these points in mind in providing us your responses to comments listed below. Please provide us, in disclosure-type format, the following information for each material line of business and also consider providing any additional information, in disclosure-type format, to achieve this objective.

1

Cincinnati Financial Corporation

Confidential

Text and tables to be updated to reflect actual results

a.

Please expand your discussion regarding the methods you used to determine your reserve for loss and loss adjustment expense to include the following:

1.

Explain how the methods you use for your short-tail business differ from the methods you use for your long-tail business.

2.

Clarify which methods were used to record your reserves. Include why you selected each methodology over any of the other methodologies and whether the same methodology was used for all periods.

3.

Describe the method you use to calculate the IBNR reserve for each material line of business. For example, we understand that some companies may, calculate this reserve by estimating the ultimate unpaid liability first and then reducing that amount by cumulative paid claims and by case reserves, but there may be other methods as well.

b.

You provide a brief sensitivity analysis on page 36 that appears to be based on a hypothetical change. The sensitivity analysis should reflect the dollar impact of reasonably likely changes in the key assumptions used to determine the reserves on reported results. Please provide us with a revised sensitivity analysis preferably in a tabular format and explain why management believes the scenarios quantified are reasonably likely. Also explain to us why you chose this factor as critical when you make various references throughout your other disclosure related to the importance and impact of severity.

1.

Explicitly discuss how the loss and loss expense ratio and the severity used in your assumptions as of December 31, 2006 are or are not consistent with historical loss reserve development patterns and explain why these assumptions are now appropriate given any potential inconsistency identified.

We believe the following draft text responds to these points. We will discuss liquidity as it relates to our insurance reserves as appropriate elsewhere in the 2007 Annual Report Form 10-K.

RESERVES FOR PROPERTY CASUALTY INSURANCE LOSS AND LOSS EXPENSES

We establish loss and loss expense reserves for our property casualty insurance business as balance sheet liabilities. These reserves account for unpaid loss and loss expenses as of a financial statement date. Unpaid loss and loss expenses are the estimated amounts necessary to pay for and settle all outstanding insured claims, including incurred but not reported (IBNR) claims, as of that date.

For some lines of business that we write, a considerable and uncertain amount of time can elapse between the occurrence, reporting and payment of insured claims. The amount we will actually have to pay for such claims also can be highly uncertain. This uncertainty, together with the size of our reserves, makes the loss and loss expense reserves our most significant estimate. Gross loss and loss expense reserves were $____ billion, or ___ percent of total liabilities, at year-end 2007, compared with $3.860 billion, or 37.4 percent of total liabilities, at year-end 2006.

How Reserves Are Established

Our field claims representatives establish case reserves when claims are reported to the company to provide for our unpaid loss and loss expense obligation associated with these claims. Experienced headquarters claims supervisors review individual case reserves greater than $35,000 that were established by field claims representatives. Headquarters claims managers also review case reserves greater than $100,000.

2

Cincinnati Financial Corporation

Confidential

Text and tables to be updated to reflect actual results

Our claims representatives base their case reserve estimates primarily upon case-by-case evaluations that consider:

·

type of claim involved

·

circumstances surrounding each claim

·

policy provisions pertaining to each claim

·

potential for subrogation or salvage recoverable

·

general insurance reserving practices

Case reserves of all sizes are subject to review on a 90-day cycle or more frequently if specific circumstances require, for example, if new information regarding a loss becomes available. As part of the review process, we monitor industry trends, cost trends, relevant court cases, legislative activity and other current events in an effort to ascertain new or additional loss exposures.

We also establish incurred but not reported (IBNR) reserves to provide for all unpaid loss and loss expenses not accounted for by case reserves. For other than asbestos and environmental claims, we calculate IBNR reserves quarterly by first deriving an actuarially based estimate of the ultimate cost of total loss and loss expenses incurred as of the financial statement date. We then reduce the estimate by total loss and loss expense payments and total case reserves carried as of the financial statement date.

We calculate IBNR reserves for asbestos and environmental claims by deriving an actuarially based estimate of total unpaid loss and loss expenses as of the financial statement date. We then reduce the estimate by total case reserves as of the financial statement date. We discuss the reserve analysis that applies to claims other than asbestos and environmental claims below. We discuss the reserve analysis that applies to asbestos and environmental reserves in Asbestos and Environmental Reserves, Page ___.

Our actuarial staff applies significant judgment in selecting models and estimating model parameters when preparing reserve analyses. In addition, unpaid loss and loss expenses are inherently uncertain as to timing and amount. Uncertainties relating to model appropriateness, parameter estimates and actual loss and loss expense amounts are referred to as model, parameter and process uncertainty, respectively. Our management and actuarial staff control for these uncertainties in the reserving process in a variety of ways.

Our actuarial staff bases its estimates primarily on the indications of methods and models that analyze accident year data. Accident year is the year in which an insured claim, loss, or loss expense occurred. The specific methods and models that we have used for the past several years are:

§

paid and reported loss development methods

§

paid and reported loss Bornhuetter-Ferguson methods

§

individual and multiple probabilistic trend family models

Our actuarial staff uses diagnostics provided by stochastic reserving software to evaluate the appropriateness of the models and methods listed above. The software's diagnostics have indicated that the appropriateness of these models and methods for estimating IBNR reserves for our lines of business tends to depend on a line's tail.  Tail refers to the time interval between a typical claim's occurrence and its settlement. For our long-tail lines

3

Cincinnati Financial Corporation

Confidential

Text and tables to be updated to reflect actual results

such as workers’ compensation and commercial casualty, models from the probabilistic trend family tend to provide superior fits and to validate well compared with models underlying the loss development and Bornhuetter-Ferguson methods. The loss development and Bornhuetter-Ferguson methods, particularly the reported loss variations, tend to produce the more appropriate IBNR reserve estimates for our short-tail lines such as homeowner and commercial property. For our mid-tail lines such as personal and commercial auto liability, all models and methods receive equal consideration because all provide useful insights.

Our actuarial staff also devotes significant time and effort to the estimation of model and method parameters. The loss development and Bornhuetter-Ferguson methods require the estimation of numerous loss development factors. The Bornhuetter-Ferguson methods also involve the estimation of numerous ultimate loss ratios by accident year. Models from the probabilistic trend family require the estimation of development trends, calendar year inflation trends and exposure levels. Consequently, our actuarial staff monitors a number of trends and measures to gain key business insights necessary for exercising appropriate judgment when estimating the parameters mentioned.

These trends and measures include:

§

company and industry pricing

§

company and industry exposure

§

company and industry loss frequency and severity

§

past large loss events such as hurricanes

§

company and industry premium

§

company in-force policy count

§

average premium per policy

These trends and measures also support the estimation of ultimate accident year loss ratios needed for applying the Bornhuetter-Ferguson methods and for assessing the reasonability of all IBNR reserve estimates computed. Our actuarial staff reviews these trends and measures quarterly and updates them as necessary.

Quarterly, our actuarial staff summarizes its reserve analysis by preparing an actuarial best estimate and a range of reasonable IBNR reserves intended to reflect the uncertainty of the estimate. An inter-departmental committee that includes our actuarial management team reviews the results of each quarterly reserve analysis. The committee establishes management’s best estimate of IBNR reserves, which is the amount that is included in each period’s financial statements. In addition to the information provided by actuarial staff, the committee also considers factors such as the following:

§

large loss activity and trends in large losses

§

new business activity

§

judicial decisions

§

general economic trends such as inflation

§

trends in litigiousness and legal expenses

§

product and underwriting changes

§

changes in claims practices

4

Cincinnati Financial Corporation

Confidential

Text and tables to be updated to reflect actual results

The determination of management's best estimate, like the preparation of the reserve analysis that supports it, involves considerable judgment. Changes in reserving data or the trends and factors that influence reserving data may signal fundamental shifts or may simply reflect single-period anomalies. Even if a change reflects a fundamental shift, the full extent of the change may not become evident until years later. Moreover, since our methods and models do not explicitly relate many of the factors we consider directly to reserve levels, we typically cannot quantify the precise impact of such factors on the adequacy of reserves prospectively or retrospectively.

Due to the uncertainties described above, our ultimate loss experience could prove better or worse than our carried reserves reflect. To the extent that reserves are inadequate and increased, the amount of the increase is a charge in the period that the deficiency is recognized, raising our loss and loss expense ratio and reducing earnings. To the extent that reserves are redundant and released, the amount of the release is a credit in the period that the redundancy is recognized, reducing our loss and loss expense ratio and increasing earnings.

Key Assumptions - Loss Reserving

Our actuarial staff makes a number of key assumptions when using their methods and models to derive IBNR reserve estimates.  Appropriate reliance on these key assumptions essentially entails determinations regarding the likelihood that statistically significant patterns in historical data will extend into the future. The primary key assumptions used by our actuarial staff and approved by management are:

·

Emergence of loss and allocated loss expenses on an accident year basis. Historical paid loss, reported loss and paid allocated loss expense data for the business lines we analyze contain patterns that reflect how unpaid losses, unreported losses and unpaid allocated loss expenses as of a financial statement date will emerge in the future on an accident year basis. Unless our actuarial staff or management identifies reasons or factors that invalidate the extension of historical patterns into the future, these patterns can be used to make projections necessary for estimating IBNR reserves.  Our actuaries significantly rely on this assumption in the application of all methods and models mentioned in the section, How Reserves Are Established, Page __.

·

Calendar year inflation. For long-tail and mid-tail business lines, calendar year inflation trends for future paid losses and paid allocated loss expenses will not vary significantly from a stable, long-term average.  Our actuaries base reserve estimates derived from probabilistic trend family models on this assumption.

·

Exposure levels. Historical earned premiums, when adjusted to reflect common levels of product pricing and loss cost inflation, can serve as a proxy for historical exposures.  Our actuaries require this assumption to estimate expected loss ratios and expected allocated loss expense ratios used by the Bornhuetter-Ferguson reserving methods.  They also use this assumption to establish exposure levels for recent accident years, characterized by “green” or immature data, when working with probabilistic trend family models.

·

Claims having atypical emergence patterns. Characteristics of certain subsets of claims, such as high frequency, high severity, or mass tort claims, have the

5

Cincinnati Financial Corporation

Confidential

Text and tables to be updated to reflect actual results

potential to distort patterns contained in historical paid loss, reported loss and paid allocated loss expense data.  When testing indicates this to be the case for a particular subset of claims, our actuaries segregate these claims from the data and analyze them separately.  Subsets of claims that could fall into this category include hurricane claims, individual large claims and asbestos and environmental claims.

These key assumptions have not changed since 2005, when our actuarial staff began using probabilistic trend family models to est

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CINCINNATI  FINANCIAL  CORPORATION

Mailing Address:                  P.O. BOX 145496

CINCINNATI, OHIO  45250-5496

(513) 870-2000

July 24, 2007

Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

Washington, D.C.  20549

Re:

Cincinnati Financial Corporation

Form 10-K for the Fiscal Year Ended December 31, 2006

Filed February 28, 2007

File Number:  000-04604

Dear Mr. Rosenberg:

On July 23, 2007 Vanessa Robertson, Staff Accountant, contacted us by telephone to acknowledge your receipt of our response to your June 1, 2007, comment letter regarding the above-referenced Form 10-K. In the call, Ms. Robertson raised several additional questions and requested a response within ten days or such later date that Cincinnati Financial Corporation might request. This letter will confirm that Cincinnati Financial Corporation will submit its response to the questions raised by Ms. Robertson by August 17, 2007.

Sincerely,

CINCINNATI FINANCIAL CORPORATION

/s/Kenneth W. Stecher

Kenneth W. Stecher

Chief Financial Officer, Executive Vice President, Secretary and Treasurer (Principal Accounting Officer)

cc:

Vanessa Robertson

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July 6, 2007

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

450 Fifth Street, N.W.

Mail Stop 03-09

Washington, D.C. 20549

RE:

Cincinnati Financial Corporation

Form 10-K for the fiscal year ended December 31, 2006

Filed February 28, 2007

File No. 000-04604

Dear Mr. Rosenberg:

We have received your letter dated June 1, 2007, in response to our Annual Report on Form 10-K filed February 28, 2007. We appreciate that your review was intended to assist us in our compliance with applicable disclosure requirements and to enhance the overall disclosure in our filings.

The following reflects our careful review of the comments you provided (keyed to your letter dated June 1):

Form 10-K – December 31, 2006

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 31

Critical Accounting Estimates, page 35

Property Casualty Insurance Loss and Loss Expense Reserves, page 35

1.

We believe your disclosure in the Critical Accounting Estimates section of MD&A regarding the estimation of the reserve for loss and loss adjustment expenses could be improved to better explain the judgments and uncertainties surrounding this estimate and the potential impact on your financial statements. We believe in order to meet the principal objectives of MD&A this disclosure should enable the investor to understand 1) management’s method for establishing the estimate; 2) whether and if so to what extent and why management has adjusted their assumptions used to determine the estimate from the assumptions used in the immediately preceding period and 3) the potential variability in the most recent estimate and the impact this variability may have on reported results financial condition and liquidity. Please keep these points in mind in providing us your responses to comments listed below. Please provide us, in disclosure-type format, the following information for each material line of business and also consider providing any additional information, in disclosure-type format, to achieve this objective.

a.

Please expand your discussion regarding the methods you used to determine your reserve for loss and loss adjustment expense to include the following:

1

Cincinnati Financial Corporation

Confidential

 Text and tables to be updated to reflect actual results

1.

Explain how the methods you use for your short-tail business differ from the methods you use for your long-tail business.

2.

Clarify which methods were used to record your reserves. Include why you selected each methodology over any of the other methodologies and whether the same methodology was used for all periods.

3.

Describe the method you use to calculate the IBNR reserve for each material line of business. For example, we understand that some companies may, calculate this reserve by estimating the ultimate unpaid liability first and then reducing that amount by cumulative paid claims and by case reserves, but there may be other methods as well.

b.

You provide a brief sensitivity analysis on page 36 that appears to be based on a hypothetical change. The sensitivity analysis should reflect the dollar impact of reasonably likely changes in the key assumptions used to determine the reserves on reported results. Please provide us with a revised sensitivity analysis preferably in a tabular format and explain why management believes the scenarios quantified are reasonably likely. Also explain to us why you chose this factor as critical when you make various references throughout your other disclosure related to the importance and impact of severity.

1.

Explicitly discuss how the loss and loss expense ratio and the severity used in your assumptions as of December 31, 2006 are or are not consistent with historical loss reserve development patterns and explain why these assumptions are now appropriate given any potential inconsistency identified.

We believe the following draft text responds to these points. We will discuss liquidity as it relates to our insurance reserves as appropriate elsewhere in the 2007 Annual Report Form 10-K.

RESERVES FOR PROPERTY CASUALTY INSURANCE LOSS AND LOSS EXPENSES

We establish loss and loss expense reserves for our property casualty insurance business as balance sheet liabilities. These reserves account for unpaid loss and loss expenses as of a financial statement date. Unpaid loss and loss expenses are the estimated amounts necessary to pay for and settle all outstanding insured claims, including incurred but not reported (IBNR) claims, as of that date.

For some lines of business that we write, a considerable and uncertain amount of time can elapse between the occurrence, reporting and payment of insured claims. The amount we will actually have to pay for such claims also can be highly uncertain. This uncertainty, together with the size of our reserves, makes the loss and loss expense reserves our most significant estimate. Gross loss and loss expense reserves were $____ billion, or ___ percent of total liabilities, at year-end 2007, compared with $3.860 billion, or 37.4 percent of total liabilities, at year-end 2006.

How Reserves Are Established

Our field claims representatives establish case reserves when claims are reported to the company to provide for our unpaid loss and loss expense obligation associated with these claims. Experienced headquarters claims supervisors review individual case reserves greater than $35,000 that were established by field claims representatives. Headquarters claims managers also review case reserves greater than $100,000.

2

Cincinnati Financial Corporation

Confidential

 Text and tables to be updated to reflect actual results

Our claims representatives base their case reserve estimates primarily upon case-by-case evaluations that consider:

·

type of claim involved

·

circumstances surrounding each claim

·

policy provisions pertaining to each claim

·

potential for subrogation or salvage recoverable

·

general insurance reserving practices

Case reserves of all sizes are subject to review on a 90-day cycle or more frequently if specific circumstances require, for example, if new information regarding a loss becomes available. As part of the review process, we monitor industry trends, cost trends, relevant court cases, legislative activity and other current events in an effort to ascertain new or additional loss exposures.

We also establish incurred but not reported (IBNR) reserves to provide for all unpaid loss and loss expenses not accounted for by case reserves. For other than asbestos and environmental claims, we calculate IBNR reserves quarterly by first deriving an actuarially based estimate of the ultimate cost of total loss and loss expenses incurred as of the financial statement date. We then reduce the estimate by total loss and loss expense payments and total case reserves carried as of the financial statement date.

We calculate IBNR reserves for asbestos and environmental claims by deriving an actuarially based estimate of total unpaid loss and loss expenses as of the financial statement date. We then reduce the estimate by total case reserves as of the financial statement date. We discuss the reserve analysis that applies to claims other than asbestos and environmental claims below. We discuss the reserve analysis that applies to asbestos and environmental reserves in Asbestos and Environmental Reserves, Page ___.

Our actuarial staff applies significant judgment in selecting models and estimating model parameters when preparing reserve analyses. In addition, unpaid loss and loss expenses are inherently uncertain as to timing and amount. Uncertainties relating to model appropriateness, parameter estimates, and actual loss and loss expense amounts are referred to as model, parameter, and process uncertainty, respectively. Our management and actuarial staff control for these uncertainties in the reserving process in a variety of ways.

Our actuarial staff bases its estimates primarily on the indications of methods and models that analyze accident year data. Accident year is the year in which an insured claim, loss, or loss expense occurred. The specific methods and models that we have used for the past several years are:

§

paid and reported loss development methods

§

paid and reported loss Bornhuetter-Ferguson methods

§

individual and multiple probabilistic trend family models

Our actuarial staff uses diagnostics provided by stochastic reserving software to evaluate the appropriateness of the models and methods listed above. The software's diagnostics have indicated that the appropriateness of these models and methods for estimating IBNR reserves for our lines of business tends to depend on a line's tail.  Tail refers to the time interval between a typical claim's occurrence and its settlement. For our long-tail lines

3

Cincinnati Financial Corporation

Confidential

 Text and tables to be updated to reflect actual results

such as workers’ compensation and commercial casualty, models from the probabilistic trend family tend to provide superior fits and to validate well compared with models underlying the loss development and Bornhuetter-Ferguson methods. The loss development and Bornhuetter-Ferguson methods, particularly the reported loss variations, tend to produce the more appropriate IBNR reserve estimates for our short-tail lines such as homeowner and commercial property. For our mid-tail lines such as personal and commercial auto liability, all models and methods receive equal consideration because all provide useful insights.

Our actuarial staff also devotes significant time and effort to the estimation of model and method parameters. The loss development and Bornhuetter-Ferguson methods require the estimation of numerous loss development factors. The Bornhuetter-Ferguson methods also involve the estimation of numerous ultimate loss ratios by accident year. Models from the probabilistic trend family require the estimation of development trends, calendar year inflation trends and exposure levels. Consequently, our actuarial staff monitors a number of trends and measures to gain key business insights necessary for exercising appropriate judgment when estimating the parameters mentioned.

These trends and measures include:

§

company and industry pricing

§

company and industry exposure

§

company and industry loss frequency and severity

§

past large loss events such as hurricanes

§

company and industry premium

§

company in-force policy count

§

average premium per policy

These trends and measures also support the estimation of ultimate accident year loss ratios needed for applying the Bornhuetter-Ferguson methods and for assessing the reasonability of all IBNR reserve estimates computed. Our actuarial staff reviews these trends and measures quarterly and updates them as necessary.

Quarterly, our actuarial staff summarizes its reserve analysis by preparing an actuarial best estimate and a range of reasonable IBNR reserves intended to reflect the uncertainty of the estimate. An inter-departmental committee that includes our actuarial management team reviews the results of each quarterly reserve analysis. The committee establishes management’s best estimate of IBNR reserves, which is the amount that is included in each period’s financial statements. In addition to the information provided by actuarial staff, the committee also considers factors such as the following:

§

large loss activity and trends in large losses

§

new business activity

§

judicial decisions

§

general economic trends such as inflation

§

trends in litigiousness and legal expenses

§

product and underwriting changes

§

changes in claims practices

4

Cincinnati Financial Corporation

Confidential

 Text and tables to be updated to reflect actual results

The determination of management's best estimate, like the preparation of the reserve analysis that supports it, involves considerable judgment. Changes in reserving data or the trends and factors that influence reserving data may signal fundamental shifts or may simply reflect single-period anomalies. Even if a change reflects a fundamental shift, the full extent of the change may not become evident until years later. Moreover, since our methods and models do not explicitly relate many of the factors we consider directly to reserve levels, we typically cannot quantify the precise impact of such factors on the adequacy of reserves prospectively or retrospectively.

Due to the uncertainties described above, our ultimate loss experience could prove better or worse than our carried reserves reflect. To the extent that reserves are inadequate and increased, the amount of the increase is a charge in the period that the deficiency is recognized, raising our loss and loss expense ratio and reducing earnings. To the extent that reserves are redundant and released, the amount of the release is a credit in the period that the redundancy is recognized, reducing our loss and loss expense ratio and increasing earnings.

Reserve Estimate Variability

Management believes that the standard error of a reserve estimate, a measure of the estimate's variability, provides the most appropriate measure of the estimate's sensitivity. The reserves we establish depend on the models we use and the related parameters we estimate in the course of conducting reserve analyses. However, the actual amount required to settle all outstanding insured claims, including IBNR claims, as of a financial statement date depends on stochastic, or random, elements as well as the systematic elements captured by our models and estimated model parameters. For the lines of business we write, process uncertainty – the inherent variability of loss and loss expense payments – typically contributes more to the imprecision of a reserve estimate than parameter uncertainty.

Consequently, a sensitivity measure that ignores process uncertainty would provide an incomplete picture of the reserve estimate's sensitivity. Since a reserve estimate's standard error accounts for both process and parameter uncertainty, it reflects the estimate's full sensitivity to a range of reasonably likely scenarios.

5

Cincinnati Financial Corporation

Confidential

 Text and tables to be updated to reflect actual results

The table below provides standard errors and reserve ranges for lines of business that account for __ percent of our loss and loss expense reserves as well as the potential effects on our net income. Standard errors and reserve ranges for assorted groupings of these lines of business cannot be computed by simply adding the standard errors and reserve ranges of the component lines of business, since such an approach would ignore the effects of product diversification. See Range of Reasonable Reserves below for a total reserve range. While the table reflects our assessment of the most likely range within which each line's actual unpaid loss and loss expenses will fall, one or more lines' actual unpaid loss and loss expenses could nonetheless fall outside of the indicated ranges.

(In millions)

 Net loss and loss expense range of reserves

  Carried

   Low

   High

   Standard

   Net income

 reserves

 point

 point

 error

 effect

At December 31, 2007

   Commercial casualty

 $

 0

 $

 0

 $

 0

 $

 0

 $

 0.00

   Commercial property

   0

   0

   0

   0

   0.00

   Commercial auto

   0

   0

   0

   0

   0.00

   Workers' compensation

   0

   0

   0

   0

   0.00

   Personal auto

   0

   0

   0

   0

   0.00

   Homeowners

   0

   0

   0

   0

   0.00

At December 31, 2006

   Commercial casualty

 $

 0

 $

 0

 $

 0

 $

 0

 $

 0.00

   Commercial property

   0

   0

   0

   0

   0.00

   Commercial auto

   0

   0

   0

   0

   0.00

   Workers' compensation

   0

   0

   0

   0

   0.00

   Personal auto

CORRESP
1
filename1.htm

.

Charles F. Hertlein, Jr.

513-977-8315

chuck.hertlein@dinslaw.com

June 11, 2007

Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

Washington, D.C.  20549

Re:

Cincinnati Financial Corporation

Form 10-K for the Fiscal Year Ended December 31, 2006

Filed February 28, 2007

File Number:  000-04604

Dear Mr. Rosenberg:

In response to your letter of June 1, 2007 regarding the above matter, on June 8, 2007 Kenneth Stecher, the Executive Vice President and Chief Financial Officer of our client, Cincinnati Financial Corporation, contacted Vanessa Robertson, Staff Accountant, by telephone to briefly discuss the issues raised and to agree upon a date for submission of Cincinnati Financial Corporation’s formal response to your letter.  This letter will confirm that, as agreed by Mr. Stecher and Ms. Robertson in their telephone conversation, Cincinnati Financial Corporation will submit its response to the matters raised in your June 7 letter by July 6, 2007.

Very truly yours,

DINSMORE & SHOHL LLP

/s/Charles F. Hertlein, Jr.

Charles F. Hertlein, Jr.

cc:

Vanessa Robertson

Kenneth W. Stecher

Via Facsimile and U.S. Mail
Mail Stop 6010

         June 1, 2007

Kenneth W. Stecher
Chief Financial Officer, Executive Vice President,
Secretary and Treasurer
Cincinnati Financial Corporation
6200 S. Gilmore Road
Fairfield, Ohio 45014-5141

Re:   Cincinnati Financial Corporation
Form 10-K for the Fiscal Year Ended December 31, 2006
Filed February 28, 2007
File Number:  000-04604

Dear Mr. Stecher:

We have limited our review of your filing to  the issues we have addressed in our
comments.  In our comments, we ask you to pr ovide us with additional information so we
may better understand your disclosures.  Afte r reviewing this info rmation, we may raise
additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K – December 31, 2006

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 31

Critical Accounting Estimates, page 35

Property Casualty Insurance Loss a nd Loss Expense Reserves, page 35

1. We believe your disclosure in the Cr itical Accounting Estimates section of
MD&A regarding the estimation of the reserve for loss and loss adjustment

Kenneth W. Stecher
Cincinnati Financial Corporation
June 1, 2007 Page 2
expenses could be improved to better explain the judgments and uncertainties
surrounding this estimate and the potential impact on your financial statements.
We believe in order to meet the principa l objectives of MD&A this disclosure
should enable the investor to understand 1) management’s method for establishing
the estimate; 2) whether and if so to  what extent and why management has
adjusted their assumptions used to determine the estimate from the assumptions used in the immediately preceding period a nd 3) the potential va riability in the
most recent estimate and the impact this variability may have on reported results,
financial condition and liquidity.  Please k eep these points in mind in providing us
your responses to comments listed below.  Please provide us, in disclosure-type
format, the following information for each material line of business and also consider providing any additional information, in disclosure-type format, to achieve this objective.
a. Please expand your discussion regarding the methods you used to determine your reserve for loss and loss adjustment expense to include the following:
1. Explain how the methods you use for your short-tail business differ from the methods you use for your long-tail business.
2. Clarify which methods were used to record your reserves.  Include why
you selected each methodology over any of the other methodologies and
whether the same methodology was used for all periods.
3. Describe the method you use to calculate the IBNR reserve for each
material line of business.  For example, we understand that some
companies may calculate this rese rve by estimating the ultimate unpaid
liability first and then reducing that  amount by cumulative paid claims and
by case reserves, but there may be other methods as well.
b. You provide a brief sensitivity analysis on page 36 that appears to be based on a hypothetical change.  The sensitivity  analysis should reflect the dollar
impact of reasonably likely changes in the key assump tions used to determine
the reserves on reported results.  Please provide us with a revised sensitivity
analysis preferably in a tabular form at and explain why management believes
the scenarios quantified ar e reasonably likely.  Also explain to us why you
chose this factor as critical when you make various references throughout your other disclosure related to the importance and impact of severity.
1. Explicitly discuss how the loss and loss expense ratio and the severity
used in your assumptions as of December 31, 2006 are or are not consistent with historical loss reserve development patterns and explain why these assumptions are now a ppropriate given any potential
inconsistency identified.
c. You indicate that reserves are partly based on information obtained from the
appointed actuary.  This reference suggest s to an investor that you are placing
reliance on the firm, which requires the fi rm to be named in a ’34 Act filing.
Please advise.

Kenneth W. Stecher
Cincinnati Financial Corporation
June 1, 2007 Page 3
Liquidity and Capital Resources, page 59

Contractual Obligations, page 61

2. Please provide us with a revised table of c ontractual obligations to present life and
property casualty claims payments on a gr oss basis.  In addition, please ensure
that the amounts shown for net life claims  payments represent the cash outflows
that will be required.  Please  include a footnote to the table that explains why the
amounts in the table do not ag ree to the balance sheet.

* * * *

 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Pl ease furnish a cover le tter with your response
that keys your response to our comments.  De tailed cover letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Kenneth W. Stecher
Cincinnati Financial Corporation
June 1, 2007 Page 4
You may contact Vanessa R obertson, Staff Accountant, at (202) 551-3649 or Jim
Atkinson, Accounting Branch Chief, at (202) 551-3674 if you have any questions
regarding the comments.  In th is regard, do not hesitate to  contact me, at (202) 551-3679.

        S i n c e r e l y ,

        J i m  B .  R o s e n b e r g
Senior Assistant Chief
Accountant

CORRESP
1
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[CINCINNATI FINANCIAL LETTERHEAD]

December 14, 2005

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

450 Fifth Street, N.W.

Mail Stop 03-09

Washington, D.C. 20549

Re:

Cincinnati Financial Corporation

Form 10-Q for Quarter Ended September 30, 2005

File No. 0-04604

Dear Mr. Rosenberg:

We received your letter dated December 2, 2005 regarding Item 4. Controls and Procedures, of our Form 10-Q for the quarter ended September 30, 2005. In response to your inquiry, Cincinnati Financial Corporation hereby confirms to you that its officers also did conclude that its disclosure controls and procedures are effective to ensure that such information is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and that this statement will be included in future filings with the Commission.

Cincinnati Financial Corporation acknowledges that:

·

The company is responsible for the adequacy and accuracy of the disclosures in its filings;

·

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you require any further information regarding this matter, please do not hesitate to contact us.

Sincerely,

John J. Schiff, Jr., CPCU

Chairman and Chief Executive Officer

/s/ John J. Schiff, Jr.

Kenneth W. Stecher

Chief Financial Officer and Senior Vice President

/s/ Kenneth W. Stecher

Cc:

Ibolya Ignat, Staff Accountant

Lisa Vanjoske, Assistant Chief Accountant

Kenneth C. Lichtendahl, Chairman, Audit Committee of the Board of Directors

Donald J. Doyle, Jr., CPCU, AIM, Senior Vice President – Internal Audit

Deloitte & Touche LLP

Dinsmore & Shohl LLP

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Via Facsimile and U.S. Mail
Mail Stop 6010

December 2, 2005
Mr. John J. Schiff, Jr.
President and Chief Executive Officer
Cincinnati Financial Corporation
6200 S. Gilmore Road
Fairfield, Ohio   45014-5144

Re:	Cincinnati Financial Corporation
	Form 10-Q for Fiscal Quarter Ended September 30, 2005
	File No. 0-04604

Dear Mr. Schiff:

      We have reviewed your filing and have the following comment.
In our comment, we ask you to provide us with information so we
may
better understand your disclosure.  Please be as detailed as
necessary in your explanation.  After reviewing this information,
we
may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-Q for the period ended September 30, 2005

Item 4. Controls and Procedures, page 38

You state that you evaluated the effectiveness of your disclosure
controls and procedures and concluded that they were effective in
"providing reasonable assurance that material information required
to
be disclosed in our report ... is made known to management ... to
allow timely decisions regarding required disclosure."  Tell us
if,
and revise to clarify in future filings that, if true, your
officers
concluded that your disclosure controls and procedures are also
effective to ensure that such information is recorded, processed,
summarized and reported within the time periods specified in the
rules and forms.  Please refer to Exchange Act Rule 13a-15.

*    *    *    *

	Please respond to the comment within 10 business days or tell
us
when you will provide us with a response.  Please furnish a letter
that keys your response to our comment and provides requested
information.  Detailed letters greatly facilitate our review.
Please
understand that we may have additional comments after reviewing
your
response.  Please file your letter on EDGAR under the form type
label
CORRESP.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing include all information required under the Securities
Exchange
Act of 1934 and that they have provided all information investors
require for an informed investment decision.  Since the company
and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in your letter, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Ibolya Ignat, Staff Accountant at (202) 551-
3656, or Lisa Vanjoske, Assistant Chief Accountant, at (202) 551-
3614
if you have questions regarding the comment. In this regard, do
not
hesitate to contact me, at (202) 551-3679.

							Sincerely,

							Jim B. Rosenberg
							Senior Assistant Chief
Accountant
??

??

??

??

Mr. John J. Schiff, Jr.
Cincinnati Financial Corporation
December 2, 2005
Page 1

</TEXT>
</DOCUMENT>