SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549

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


                                    FORM 8-A


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                             ST. PAUL CAPITAL L.L.C.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                Delaware                               41-1806290
- ----------------------------------------           -------------------
(State of incorporation or organization)             (IRS Employer)
                                                   Identification No.)

385 Washington Street, St. Paul, MN                       55102
- ----------------------------------------           -------------------
(Address of principal executive offices)               (zip code)


 If this Form relates to the             If this Form relates to the
 registration of a class of debt         registration of a class of debt
 securities and is effective upon        securities and is to become effective
 filing pursuant to General Instruction  simultaneously with the effectiveness
 A(c)(1) please check the following      of a concurrent registration statement
 box.  / /                               under the Securities Act of 1933
                                         pursuant to General Instruction
                                         A(c)(2) please check the following
                                         box. / /

Securities to be registered pursuant to Section 12(b) of the Act:

     Title of each class                Name of each exchange on which
     to be so registered                each class is to be registered
     -------------------                ------------------------------
___% Convertible Monthly                  New York Stock Exchange
Income Preferred Securities


Securities to be registered pursuant to Section 12(g) of the Act:


                                      None
- --------------------------------------------------------------------------------
                                (Title of Class)



Item 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

     The description of the ___% Convertible Monthly Income Preferred
Securities, liquidation preference $50 per security (the "Preferred
Securities"), of St. Paul Capital L.L.C. ("St. Paul Capital") is incorporated
herein by reference to the Registration Statement on Form S-3 (Registration
No.33-58491) (the "Registration Statement"), filed with the Securities and
Exchange Commission (the "Commission") on April 7, 1995.  The prospectus to be
filed by St. Paul Capital pursuant to Rule 424(b) of the Securities Act of 1933
subsequent to the date of this Registration Statement on Form 8-A and prior to
the termination of the offering of the Preferred Securities shall be deemed to
be incorporated by reference herein and to be a part hereof from the date such
prospectus is filed.

     The form of Amended and Restated Limited Liability Company Agreement of St.
Paul Capital specifying the terms and provisions of the Preferred Securities,
which includes as Annex A thereto the form of Preferred Security, is
incorporated herein by reference.  The foregoing description of the Preferred
Securities is qualified in its entirety by reference to such exhibit.

Item 2.   EXHIBITS.

     1.   Certificate of Formation (incorporated by reference to Exhibit 2.1 to
          the Registration Statement).

     2.   Form of Amended and Restated Limited Liability Company Agreement of
          St. Paul Capital L.L.C. (incorporated by reference to Exhibit 2.2 to
          the Registration Statement), which includes as Annex A thereto the
          form of ___% Convertible Monthly Income Preferred Securities,
          liquidation preference $50 per security.


                                       -2-



                                    SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


                                     ST. PAUL CAPITAL L.L.C.
                                     (Registrant)


                                     By:  The St. Paul Companies, Inc.,
                                          as Managing Member


                                     By:  /s/ Bruce A. Backberg
                                          ---------------------
                                          Bruce A. Backberg
                                          Vice President and
                                          Corporate Secretary

Date:  April 21, 1995


                                       -3-



                                  EXHIBIT INDEX


EXHIBIT NUMBER                     DESCRIPTION
- --------------                     -----------

     1.        Certificate of Formation (incorporated by reference to
               Exhibit 2.1 to the Registration Statement).

     2.        Form of Amended and Restated Limited Liability Company Agreement
               of St. Paul Capital L.L.C. (incorporated by reference to
               Exhibit 2.2 to the Registration Statement), which includes as
               Annex A thereto the form of ___% Convertible Monthly Income
               Preferred Securities, liquidation preference $50 per security.