SCHEDULE 14A
                       (Rule 14a-101)
           INFORMATION REQUIRED IN PROXY STATEMENT
                  SCHEDULE 14A INFORMATION
 Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934
                              
Filed by the Registrant  x
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Filed by a Party other than the Registrant
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        Preliminary Proxy Statement
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        Definitive Proxy Statement
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     x  Definitive Additional Materials
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        Soliciting Material Pursuant to Rule-14a 11(c) or
   ----   Rule 14a-12
                              
                The St. Paul Companies, Inc.
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       (Name of Registrant as Specified in Its Charter)
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  (Names of Person(s) Filing Proxy Statement, if other than
                       the Registrant)
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  -------     14a-6(i)(4) and 0-11.

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Attached is a message with respect to the special shareholders'
meeting to be held on April 7, 1998 which will be placed on The St.
Companies, Inc. intracompany "web page" beginning on March 12, 1998:


Receive two proxy cards?
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Some employee shareholders recently received two proxy statements and
proxy cards for the April 7 special shareholders meeting.  One of the
proxy cards (the "Primary Card") listed a majority of the employee's 
St. Paul Common Stock and Preferred Stock (PSOP) holdings.
The other card referenced only the "Savings 1" holdings.  Those
"Savings 1" holdings represent the shares purchased in the Savings
Plus Common Stock Fund since Jan. 1, 1998 and were intended to be
consolidated on the Primary Card.  Because of an unforeseen 
limitation in the company's stock transfer agent's computer program, 
a separate card was inadvertently prepared and sent to some employee
shareholders.  Employees are asked to vote and return both cards.  

Also, employees should note that balances listed on their proxy cards for
the PSOP are for the convertible preferred shares held in their account.  
Each preferred share is entitled to four votes at the special 
shareholders meeting.  Fidelity, the plan trustee, will vote the shares 
in the full amount as directed by the employee shareholder.