UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                  SCHEDULE 13G



                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                            (AMENDMENT NO.    1   )*



                          SYLVAN LEARNING SYSTEMS, INC.
- -------------------------------------------------------------------------------
                                (Name of Issuer)


                                     COMMON
- -------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    871399101
                    ----------------------------------------
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement (  ).  (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



CUSIP No. 871399101                   13G                    Page 2 of 5 Pages
- -------------------------------------------------------------------------------
1   NAME OF REPORTING PERSON
    S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
    The St. Paul Companies, Inc.
    385 Washington Street
    St. Paul, Minnesota 55102          IRS# 41-0518860
- -------------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                  (a)  (    )
                                                  (b)  (    )
- -------------------------------------------------------------------------------
3   SEC USE ONLY

- -------------------------------------------------------------------------------
4   CITIZENSHIP OR PLACE OF ORGANIZATION

    Minnesota Corporation
- -------------------------------------------------------------------------------
  NUMBER OF            5  SOLE VOTING POWER

                          None
   SHARES
                       --------------------------------------------------------
                       6  SHARED VOTING POWER     The St. Paul Companies, Inc.,
  BENEFICIALLY         through its wholly-owned subsidiary, St. Paul Fire and
                       Marine Insurance Company (F&M) beneficially owns 525,639
  OWNED BY             shares of common stock by virtue of F&M's ownership of
                       478,723 shares of common stock, warrants to purchase
   EACH                31,916 shares of common and options to purchase 15,000
                       shares of common, both of which are exercisable within
  REPORTING            60 days.
                       --------------------------------------------------------
                       7  SOLE DISPOSITIVE POWER

   PERSON                 None
                       --------------------------------------------------------
    WITH               8  SHARED DISPOSITIVE POWER

                          525,639 shares (see remark in Item 6)
- -------------------------------------------------------------------------------
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    525,639 shares (see remark in Item 6)

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

- -------------------------------------------------------------------------------
11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
    6.2%
- -------------------------------------------------------------------------------
12  TYPE OF REPORTING PERSON*
    HC
- -------------------------------------------------------------------------------




Fee enclosed /  / or Amendment No.  1


ITEM 1.   (a)  NAME OF ISSUER:     Sylvan Learning Systems, Inc.

          (b)  Address of Issuer's Principal Offices:
               9135 Guilford Road
               Columbia, MD 21046

ITEM 2.   (a)  NAME OF PERSON FILING:   The St. Paul Companies, Inc.

          (b)  ADDRESS OF PRINCIPAL BUSINESS OFFICE:
               385 Washington Street
               St. Paul, MN 55102

          (c)  CITIZENSHIP:      Minnesota corporation

          (d)  TITLE OF CLASS OF SECURITIES: Common

          (e)  CUSIP NUMBER:  871399101

ITEM 3.   This statement is filed pursuant to Rule 13d-1(b).

          (g)  X    Parent Holding Company

ITEM 4.   OWNERSHIP.

          (a)  Amount beneficially owned:  The St. Paul Companies, Inc., through
               its wholly owned subsidiary, St. Paul Fire and Marine Insurance
               Company (F&M), beneficially owns 525,639 shares of common stock
               by virtue of F&M's ownership of 478,723 shares of Common Stock,
               Warrants to purchase 31,916 shares of Common Stock, and Options
               to purchase 15,000 shares of Common Stock, all of which are
               exercisable within 60 days.

          (b)  Percent of Class:  The shares reported in Item 4(a), above,
               constitute 6.2% of the outstanding common shares of the
               Issuer.

          (c)  Number of shares as to which such person has:

               (i)    Sole power to vote or direct the vote:  none
               (ii)   Shared power to vote or direct the vote:  525,639  (see
                      remark in Item 4(a) above)
               (iii)  Sole power to dispose or direct the disposition:  none
               (iv)   Shared power to dispose or direct the disposition:
                      525,639 (see remark in Item 4(a) above)

ITEM 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

          Not Applicable

ITEM 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.




          Not Applicable

ITEM 7.   IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
          SECURITY BEING REPORTED ON BY PARENT HOLDING COMPANY:

          St. Paul Fire and Marine Insurance Company is an Insurance Company
          under Reg. 240.13d-1(b)(1)(ii)(C)

ITEM 8.   IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

          Not Applicable

ITEM 9.   NOTICE OF DISSOLUTION OF GROUP:

          Not Applicable

ITEM 10.  CERTIFICATION

          By signing below I certify that, to the best of my knowledge and
          belief, the securities referred to above were acquired in the ordinary
          course of business and were not acquired for the purpose of and do not
          have the effect of changing or influencing the control of the issuer
          of such securities and were not acquired in connection with or as a
          participant in any transaction having such purposes or effect.


                                    SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.


Date:  February 10, 1995




                                   __________________________________________
                                   Bruce A. Backberg
                                   Title:  Vice President & Corporate Secretary





                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549

                                  Schedule 13G

                             EXHIBIT A - DISCLAIMER


Information on the attached Schedule 13G is provided solely for the purpose of
complying with Section 13(d) and 13(g) of the Securities Exchange Act of 1934
and Regulation promulgated under authority thereof and is not intended as an
admission the The St. Paul Companies, Inc. or any of its subsidiaries, is a
beneficial owner of the securities described herein for any other purpose.