Supplement to                                   Filed pursuant to Rule 424(b)(3)
Proxy Statement/Prospectus                      Registration No. 333-40403
dated November 18, 1997



                              Titan Holdings, Inc.
                    Notice of Extension of Election Deadline

                                                                January 22, 1998


Dear Titan Holdings, Inc. Shareholder:

     The  Agreement  and Plan of Merger  (the  "Merger  Agreement")  with  USF&G
Corporation  ("USF&G"),  and United States Fidelity and Guaranty Company ("USF&G
Company") was approved by the shareholders of Titan Holdings,  Inc. ("Titan") at
the December 22, 1997 Special  Meeting.  The merger was  consummated on December
22,  1997  shortly  after  the  Special  Meeting.  As  discussed  in  the  Proxy
Statement/Prospectus  dated  November 18, 1997 (the "Proxy  Statement")  and the
Instructions for Exchange previously sent to you, the shareholders of Titan have
the right to elect to receive  (a) $10.94 in cash and 0.4951 of a share of USF&G
common  stock  (the  "Standard  Election"),   (b)  $21.88  in  cash  (the  "Cash
Consideration")  or (c)  0.9902 of a share of USF&G  common  stock  (the  "Stock
Consideration"),  in each case subject to the prorations  described in the Proxy
Statement/Prospectus. The instructions accompanying the Election and Transmittal
Form stated that the Election and Transmittal  Form must be received by The Bank
of New York by January 22, 1998 (the "Election Deadline").

     Since the date on which the Election and Transmittal Form was sent to Titan
Shareholders, The St. Paul Companies, Inc. ("St. Paul") and USF&G announced that
they have entered  into an Agreement  and Plan of Merger dated as of January 19,
1998 (the "St. Paul Merger Agreement")  providing for the merger of USF&G with a
subsidiary of St. Paul. As a result of the proposed merger,  USF&G will become a
subsidiary of St. Paul. The transaction will provide  shareholders of USF&G with
St. Paul common stock having a value  determined  according to an exchange ratio
based on the average price of St. Paul common stock over a defined  period prior
to the shareholders meeting for the merger (the "Average St. Paul Stock Price").
The exchange ratio will adjust to deliver USF&G shareholders $22.00 per share in
value to the extent that the Average St. Paul Stock Price is between  $74.00 and
$78.00 per share. If the Average St. Paul Price exceeds $78.00 per share,  USF&G
shareholders  will receive  .2821 St. Paul shares for each USF&G  share.  If the
Average St. Paul Stock Price falls below $74.00, USF&G shareholders will receive
 .2973 St. Paul shares for each USF&G share.

     On January  16,  1998,  the last  trading  day before  announcement  of the
proposed  merger,  the closing  price of St.  Paul common  stock on the New York



Stock  Exchange  ("NYSE")  was $78.125 per share and the closing  price of USF&G
common stock on the NYSE was $21.4375  per share.  On January 20, 1998,  the day
after the  announcement  of the proposed  merger,  the closing price of St. Paul
common  stock on the NYSE was $85.125  per share and the closing  price of USF&G
common stock on the NYSE was $23.4375 per share.

     The   merger   will   be  a   tax-free   exchange   accounted   for   on  a
pooling-of-interests  basis. The total value of the transaction is $3.3 billion,
which  includes  $2.5 billion of equity plus the  assumption  of $504 million in
debt and $296 million of capital securities.  Closing of the transaction,  which
is subject to approval by the  shareholders  of St. Paul and USF&G as well as to
receipt of applicable  federal and state  regulatory  approvals,  is expected to
occur in mid-1998.

     In light of this  proposed  transaction,  the  Election  Deadline  has been
extended  until  February  11,  1998.   All  Election  and   Transmittal   Forms
(accompanied by Titan Stock  Certificates or appropriate  guarantee of delivery)
must be  received  by The Bank of New York by  February  11,  1998.  If you have
already  delivered an Election and  Transmittal  Form  (together with your Titan
stock  certificate  or notice of  guaranteed  delivery)  and wish to change your
election,  you may do so by delivering  the enclosed  Change of Election Form to
The Bank of New York by February 11, 1998. If have already delivered an Election
and Transmittal Form and submitted your Titan Stock  Certificates to The Bank of
New York and you do not wish to change  your  election,  you do not need to take
any further action.

     USF&G  will  pay  interest  on the Cash  Consideration  to be paid to Titan
shareholders for the period from January 22, 1998 to February 11, 1998 at a rate
equal to 7% per  annum.  USF&G  also will pay  interest  at the same rate on the
dividend  of $0.07 per share  payable  in respect  of USF&G  common  stock to be
delivered in connection with the merger for the period from the January 31, 1998
payment date for the dividend to February 11, 1998.

     The  Change of  Election  Form may be  either  (a)  mailed in the  enclosed
pre-addressed envelope to The Bank of New York,  Reorganization  Services,  P.O.
Box 11248,  Church Street  Station,  New York, NY 10286-1248 or (b) delivered by
hand or courier to The Bank of New York,  Reorganization  Services,  101 Barclay
Street, Receive and Deliver Window, Street Level, New York, NY 10286.

     Questions  concerning  the Election and  Transmittal  Form or the Change of
Election  Form should be directed to The Bank of New York,  Exchange  Agent,  at
1-800-507-9357 from 9:00 a.m. to 6:00 p.m. Eastern Time.

     The St. Paul Companies,  Inc. is subject to the informational  requirements
of the Securities Exchange Act of 1934, as amended,  and in accordance therewith
files reports and other information with the Securities and Exchange  Commission
(the "Commission").  Such reports,  proxy statements and other information filed
by St.  Paul  may  be  inspected  at  the  public  reference  facilities  of the
Commission and may also be inspected at the offices of the NYSE.