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 14, 1998
                              
                              
                              
                THE ST. PAUL COMPANIES, INC.
   ------------------------------------------------------
   (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
             ----------------------------------
               (Registrant's telephone number,
                    including area code)
                              
                              
                              
                              
                             N/A
- ------------------------------------------------------------
    (Former name or former address, if changed since last
                           report)




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

     The following information was derived from a press
release of The St. Paul Companies, Inc. dated May 14, 1998:


THE ST. PAUL COMPANIES "WELL-POSITIONED" FOR FUTURE AS
                 RESULT OF USF&G MERGER

     - Cost savings from transaction to be higher than
                  originally anticipated

     - Company provides information concerning second-
             quarter charge relating to merger


     At an investor conference held today by The St. Paul
Companies (NYSE:SPC), Chairman and Chief Executive Officer
Douglas Leatherdale said that The St. Paul is "well-
positioned to be one of the handful of global companies that
will thrive in the insurance market of the future," in part
due to the increased size and scale provided by its recent
merger with USF&G.

     The St. Paul said that its increased access to USF&G's
information since the completion of the merger on April 24,
1998, has led to an upward revision of the expected cost
savings to be generated from this transaction, from the $150
million originally anticipated to in excess of $200 million.
These cost savings should be realized over the next 18
months.

     The company also stated that it anticipates that the
one-time charge to earnings it will take as a result of the
merger will be in excess of $400 million, excluding any
adjustment to loss reserves.  The one-time charge, to be
taken in the second quarter, includes, among other items,
costs relating to severance and facilities exits, and fees
relating directly to the merger transaction, as well as
write-downs of certain investments, software and other
equipment.  Additionally, USF&G reserve levels are being
reviewed, and any adjustments will be made in the second
quarter.

     The company said that the exact magnitude of the
charges will be announced in its second-quarter earnings
release expected in late July.

     This material contains certain forward-looking
statements within the meaning of the Private Litigation
Reform Act of 1995.  Forward-looking statements are
statements other than historical information or statements
of current condition.  Words such as "expects",
"anticipates," "intends," "plans," "believes," "seeks" or
"estimates," or variations of such words, and similar
expressions are also intended to identify forward-looking
statements.  In light of the risks and uncertainties
inherent in future projections, many of which are beyond The
St. Paul's control, actual results could differ materially
from those in forward-looking statements.  These statements
should not be regarded as a



representation that the objectives will be achieved.  Risks
and uncertainties include, but are not limited to, the
following: general economic conditions including changes in
interest rates and the performance of financial markets;
changes in domestic and foreign laws, regulations and taxes;
changes in the demand for, pricing of, or supply of
reinsurance or insurance; catastrophic events of
unanticipated frequency or severity; loss of significant
customers; judicial decisions and rulings; and various other
matters.  The St. Paul undertakes no obligation to release
publicly the results of any future revisions we may make to
forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the
occurrence of unanticipated events.

The St. Paul Companies, headquartered in Saint Paul,
Minnesota, is a group of companies providing insurance and
reinsurance products and services worldwide.


  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 14, 1998