SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                              
                   -----------------------
                              
                          FORM 8-K
                              
                       CURRENT REPORT
                              
                              
           Pursuant to Section 13 or 15(d) of the
                              
               Securities Exchange Act of 1934
                              
                 ---------------------------
                              
                              
              Date of Report (Date of earliest
                event reported): May 5, 1998
                              
                              
                              
                THE ST. PAUL COMPANIES, INC.
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   (Exact name of Registrant as specified in its charter)


     Minnesota              0-3021               41-0518860
  ---------------   ----------------------   -------------------
     (State of         (Commission File       (I.R.S. Employer
  Incorporation)           Number)           Identification No.)



385 Washington St., St. Paul, MN              55102
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(Address of principal                       (Zip Code)
executive offices)


                       (612) 310-7911
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               (Registrant's telephone number,
                    including area code)
                              
                              
                              
                              
                             N/A
- ------------------------------------------------------------
    (Former name or former address, if changed since last
                           report)



Item 5.    Other Events.
           ------------

Three new directors, all former directors of USF&G
Corporation, were elected to The St. Paul Companies' board
of directors on May 5, 1998, bringing the total number of
directors to 16.  The St. Paul's merger with USF&G was
completed April 24, 1998.  Norman P. Blake, Jr., former
USF&G chairman, president and chief executive officer, joins
The St. Paul board as vice chairman.  Also joining The St.
Paul's board are H. Furlong Baldwin, chairman of
Mercantile Bankshares Corporation, and Kenneth M.
Duberstein, chairman and chief executive officer of The
Duberstein Group, an independent strategic planning and
consulting company.

On May 5, 1998, The St. Paul Companies' board of directors
also approved a two-for-one split of the company's common
stock, following approval by shareholders to increase the
number of shares of common stock from 240 million shares to
480 million shares.

One new share will be issued on or about May 11, 1998, for
each share held by shareholders of record as of May 6, 1998.
The quarterly dividend of fifty cents ($0.50) per share will
be adjusted to twenty-five cents ($0.25) per share to
reflect the increased number of shares outstanding after the
split.




  Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.



                              THE ST. PAUL COMPANIES, INC.




                              By  /s/ Bruce A. Backberg
                                  ---------------------
                                  Bruce A. Backberg
                                  Senior Vice President
                                   and Chief Legal Counsel


Date: May 7, 1998