11-K

                  SECURITIES AND EXCHANGE COMMISSION

                       WASHINGTON, D.C.   20549


                       -------------------------


                               FORM 11-K

                             ANNUAL REPORT
                   PURSUANT OT SECTION 15 (d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934


      X    Annual Report Pursuant to Section 15(d) of the
     ---   Securities Exchange Act of 1934

                                  or

           Transition Report Pursuant to Section 15(d) of
     ---   the Securities Exchange Act of 1934
           for the transition period from            to         .
                                           ---------  ----------

              For the fiscal year ended December 31, 1998

                     Commission file number 0-3021


                    ------------------------------


           A.   Full title of the plan and the address of the
     plan, if different from that of the issuer named below:
     Titan Holdings Service Corporation 401(k) Plan (formerly
     known as Titan Holdings, Inc. 401(k) Plan)

           B.  Name of issuer of the securities held pursuant to
     the plan and the address of its principal executive office:

                     THE ST. PAUL COMPANIES, INC.
                         385 WASHINGTON STREET
                      ST. PAUL MINNESOTA   55102








                         REQUIRED INFORMATION
                         --------------------


The Titan Holdings Service Corporation 401(k) Plan (the "Plan") is
subject to the financial reporting requirements of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").  In
accordance with Instruction E to Form 11-K, the Plan financial
statements and schedules prepared in accordance with the financial
reporting requirements of ERISA are filed in paper under cover of
Form SE.








                             EXHIBIT INDEX



  Exhibit
  Number                   Description
  ------               --------------------

   23.1        Consent of Independent Auditors

   23.2        Consent of Independent Accountants









                              SIGNATURES




          The Plan.  Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees have duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly
authorized.





                Titan Holdings Service Corporation 401(k) Plan
                ----------------------------------------------
                (Name of Plan)

Date:  June 29, 1999             /s/  Bruce Allen Massey
                              -------------------------------
                              Name:   Bruce Allen Massey
                              Title:  Human Resources Manager
                                      Titan Holdings Service
                                      Corporation and Plan
                                      Administrator

EX-23

                              EXHIBIT 23.1



                    Consent of Independent Auditors



Trustees
Titan Holdings Service Corporation 401(k) Plan:

We consent to incorporation by reference in the registration
statement (No. 333-50937) on Form S-8 dated April 24, 1998 of St. Paul
Companies, Inc. of our report dated June 18, 1999, relating to the
statement of net assets available for plan benefits of the Titan
Holdings Service Corporation 401(k) Plan as of December 31, 1998, and
the related statement of changes in net assets available for plan
benefits for the year then ended and all related schedules, which
report appears in the December 31, 1998, annual report on Form 11-K of
Titan Holdings Service Corporation 401(k) Plan.





                                   /s/ KPMG LLP
                                       --------
                                       KPMG LLP
San Antonio, Texas
June 28, 1999

EX-23

                              EXIBIT 23.2



                  CONSENT OF INDEPENDENT ACCOUNTANTS


Trustees
Titan Holdings Service Corporation 401(k) Plan:


We consent to incorporation by reference in the Registration
Statement on Form S-8 (333-50937) dated April 24, 1998, of St. Paul
Companies, Inc. of our report dated June 26, 1998, relating to the
statement of net assets available for plan benefits of the Titan
Holdings Service Corporation 401(k) Plan (formerly Titan Holdings,
Inc. 401(k) Plan) as of December 31, 1997, which report appears in the
December 31, 1998 annual report on Form 11-K of the Plan.





                                   /s/ ERNST & YOUNG LLP
                                   ---------------------
                                       ERNST & YOUNG LLP
Houston, Texas
June 28, 1999