Pricing Supplement No. 3         Filing under Rule 424(b)(3)
Dated December 5, 1996           Registration File No. 333-06456
(to Prospectus dated August 6,
1996 and Prospectus Supplement
dated August 7, 1996)







                        $275,000,000
                The St. Paul Companies, Inc.
                 Medium-Term Notes, Series C
                              
                              
                              
          Principal Amount:        $5,000,000
          
          Fixed Interest Rate:     6.58%
          
          Stated Maturity:    December 11, 2006
          
          Issue Price (as a percentage of
            principal amount):      100%
          
          Selling Agent's Commission (%):      .625%
          
          Net Proceeds to the Company (%):   99.375%
          
          CUSIP No. 79286LDC3
          
          Settlement Date (original
            issue date): December 9, 1996
          
          Selling Agent: J.P. Morgan Securities, Inc.
          
          
          
          
          As of the date of this Pricing Supplement, the
aggregate initial public offering price of the Debt
Securities (as defined in the Prospectus) which has been
sold (including the Notes to which this Pricing Supplement
relates) is $22,000,000.

                              
                    GOLDMAN, SACHS & CO.
                              
                J.P. MORGAN SECURITIES, INC.