8-K

                          UNITED STATES
               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 24, 2004
                                                    ------------

             The St. Paul Travelers Companies, Inc.
      ----------------------------------------------------
     (Exact name of registrant as specified in its charter)


     Minnesota                001-10898             41-0518860
   -----------             ---------------          ----------
  (State or other         (Commission File         (IRS Employer
  jurisdiction of             Number)             Identification
   incorporation)                                     Number)

          385 Washington Street                       55102
          Saint Paul, Minnesota                     ----------
  -----------------------------                    (Zip Code)
 (Address of principal executive offices)

                         (651) 310-7911
       --------------------------------------------------
      (Registrant's telephone number, including area code)

                        (Not Applicable)
   -----------------------------------------------------------
  (Former name or former address, if changed since last report)





Item 5.  Other Events and Regulation FD Disclosure.
         -----------------------------------------

On May 24, 2004, The St. Paul Travelers Companies, Inc. (the
"Company") issued a press release announcing that it had executed
an agreement resolving common law asbestos-related
direct actions pending against the Company's Travelers
Property Casualty Corp. subsidiaries. The press release is
furnished as Exhibit 99 to this Report and is incorporated by
reference herein.


Item 7.      Financial Statements and Exhibits.
             ---------------------------------

     (c)     Exhibits.

Exhibit No.  Exhibit
             -------
  99         Press release issued by The St. Paul Travelers
             Companies, Inc. on May 24, 2004.







                           SIGNATURES

     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 hereunto duly authorized.

Date:      May 26, 2004       The St. Paul Travelers Companies, Inc.
           ------------

                              By:     /s/ Bruce A. Backberg
                                      ---------------------
                                          Bruce A. Backberg
                              Title:      Senior Vice President





                          EXHIBIT INDEX

Exhibit No.      Exhibit
                 -------

 99              Press release issued by The St. Paul Travelers
                 Companies, Inc. on May 24, 2004.

EX-99

                                                             Exhibit 99



St. Paul Travelers Announces Settlement of Common Law Asbestos-
Related Direct Actions

ST. PAUL, MN - May 24, 2004 - The St. Paul Travelers Companies, Inc.
(NYSE: STA) today announced that it has executed an agreement resolving
substantially all common law asbestos-related direct actions pending
against its Travelers Property Casualty Corp. subsidiaries ("Travelers").
These actions allege, among other things, a general, non-statutory
duty to disclose to the public the hazards of asbestos. The settlement,
if it receives court approval, would also bar similar future
direct actions against Travelers.

	As announced on November 21, 2003 and March 15, 2004, Travelers
previously entered into a settlement of certain statutory-based direct
action claims, including purported class actions in West Virginia
and elsewhere. The prior settlement did not resolve the so-called common
law direct actions, which are the subject of this settlement. The new
settlement does not affect the settlement of statutory-based claims,
which also remains subject to court approval. If the court approves
both settlements, all pending and similar future asbestos-related
statutory direct actions and substantially all pending and similar
future asbestos-related common law direct actions against Travelers
will be resolved.

	Travelers does not believe that there is any merit to these
direct action cases, whether based on statute or common law (as several
courts in Texas and Ohio have recently determined). However, by entering
into the direct action settlements, Travelers has availed itself of
an opportunity to resolve not only the pending cases but similar future
cases if the above settlements are approved by the bankruptcy court
in connection with the bankruptcy of former Travelers policy holder
Johns-Manville.

	The settlement will make a fund of up to $70 million available
to claimants plus up to $20 million in legal fees. St. Paul Travelers
will fund the settlement from its unallocated asbestos reserves and
does not anticipate taking an earnings charge as a result of this
settlement. The agreement requires all claimants who receive compensation
from the fund to provide a general release for all asbestos-related
direct action claims they may have against Travelers.  The settlement
is subject to a number of contingencies, including, among others,
final court approval.

	"I am pleased with this settlement and the substantial reduction
we have achieved in our exposure to asbestos-related claims over the
past year," said Jay S. Fishman, Chief Executive Officer.  "As with
our settlement of the statutory-based direct actions, this settlement is
a product of our efforts to seek favorable resolution of asbestos-related
litigation."

  	St. Paul Travelers is a leading provider of commercial property-
liability insurance and asset management services.  Under the Travelers
brand, the company is also a leading underwriter of auto and homeowners
insurance through independent agents.  For more information, visit
www.stpaultravelers.com.



Forward-Looking Statements
- --------------------------
This press release may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical facts may be
forward-looking statements. Many risks and uncertainties may impact the
matters addressed in forward-looking statements, and actual results
may differ materially from those expressed or implied. For a discussion
of the factors that could cause actual results to differ, please see
the disclosure under the heading 'Forward-Looking Statements' in the
Company's most recent quarterly report on Form 10-Q filed with the
Securities and Exchange Commission.

Media:
Shane Boyd,       651.310.3846
Joan Palm,        651.310.2685
Marlene Ibsen,    860.277.9039

Institutional Investors:
Maria Olivo,      860.277.8330
Laura Gagnon,     651.310.7696

Individual Investors:
Marc Parr,        860.277.0779
Chris Hagen,      651.310.7788