EXHIBIT 11

               THE ST. PAUL COMPANIES, INC. AND SUBSIDIARIES
                    COMPUTATION OF EARNINGS PER SHARE
         Three Months and Six Months Ended June 30, 2003 and 2002
                  (In millions, except per share data)

                                     Three Months Ended       Six Months Ended
                                           June 30                June 30
                                     ------------------       ----------------
 (in millions)                         2003        2002        2003       2002
  -----------                         -----       -----       -----      -----
 Earnings
  Basic:
     Net income (loss), as reported  $  214      $ (223)     $  395     $  (90)
     Preferred stock
      dividends, net of taxes            (2)         (2)         (4)        (4)
     Premium on preferred
      shares redeemed                    (2)         (2)         (4)        (5)
                                      -----       -----       -----      -----
        Net income (loss)
         available to common
         shareholders                $  210      $ (227)     $  387     $  (99)
                                      =====       =====       =====      =====
  Diluted:
     Net income (loss)
      available to common
      shareholders                   $  210      $ (227)     $  387     $  (99)
     Dilutive effect of affiliates        -           -          (1)         -
     Effect of dilutive securities:
      Convertible preferred stock         1           -           3          -
      Zero coupon convertible
       notes                              1           -           2          -
                                      -----       -----       -----      -----
       Net income (loss)
        available to common
        shareholders                 $  212      $ (227)     $  391     $  (99)
                                      =====       =====       =====      =====


 Common Shares
  Basic:
    Weighted average common
     shares outstanding                 228         208         228        208
                                      =====       =====       =====      =====
  Diluted:
    Weighted average common
     shares outstanding                 228         208         228        208
    Effect of dilutive securities:
      Stock options and
       other incentive plans              1           -           1          -
      Convertible preferred stock         6           -           6          -
      Zero coupon convertible notes       2           -           2          -
      Equity unit stock
       purchase contracts                 3           -           2          -
                                      -----       -----       -----      -----
         Total                          240         208         239        208
                                      =====       =====       =====      =====
 Earnings (Loss) per Common Share
   Basic                             $ 0.93      $(1.09)     $ 1.70     $(0.47)
                                      =====       =====       =====      =====
   Diluted                           $ 0.89      $(1.09)     $ 1.64     $(0.47)
                                      =====       =====       =====      =====


 Diluted EPS is the same as Basic EPS for both periods of
 2002, because Diluted EPS calculated in accordance with
 Statement of Financial Accounting Standards (SFAS) No. 128,
 "Earnings Per Share," for The St. Paul's loss from
 continuing operations, results in a lesser loss per share
 than the Basic EPS calculation does.  The provisions of SFAS
 No. 128 prohibit this "anti-dilution" of earnings per share,
 and require that the larger Basic loss per share also be
 reported as the Diluted loss per share amount.