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                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549

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                                   SCHEDULE 13E-4
            ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1)
                       OF THE SECURITIES EXCHANGE ACT OF 1934)

                                   (AMENDMENT NO.1)

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                     ST. PAUL FIRE AND MARINE INSURANCE COMPANY
                                  (Name of Issuer)

                     ST. PAUL FIRE AND MARINE INSURANCE COMPANY
                            THE ST. PAUL COMPANIES, INC.
                        (Name of Person(s) Filing Statement)

                              ZERO COUPON CONVERTIBLE
                            SUBORDINATED NOTES DUE 2009
                    OF ST. PAUL FIRE AND MARINE INSURANCE COMPANY
                        (AS SUCCESSOR TO USF&G CORPORATION)
                           (Title of Class of Securities)

                                     903290-AD6
                       (CUSIP Number of Class of Securities) 

                                SANDRA ULSAKER WIESE
                                CORPORATE SECRETARY
                     ST. PAUL FIRE AND MARINE INSURANCE COMPANY
                               385 WASHINGTON STREET
                             ST. PAUL, MINNESOTA 55102
                                   (651) 310-7911
              (Name, Address and Telephone Number of Person Authorized
  to Receive Notices and Communications on Behalf of Person(s) Filing Statement)

                                      Copies to:

         BRUCE A. BACKBERG                           JOSEPH B. FRUMKIN
     SENIOR VICE PRESIDENT AND                      SULLIVAN & CROMWELL
       CHIEF LEGAL COUNSEL                            125 BROAD STREET
    THE ST. PAUL COMPANIES, INC.                  NEW YORK, NEW YORK 10004
       385 WASHINGTON STREET                           (212) 558-4000
     ST. PAUL, MINNESOTA 55102
          (651) 310-7911


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                                INTRODUCTORY STATEMENT


     This Amendment No.1, dated February 19, 1999 (this "Amendment"), is filed
to supplement and amend the information set forth in the Issuer Tender Offer
Statement on Schedule 13E-4, dated February 5, 1999 (the "Schedule 13E-4"),
filed by The St. Paul Companies, Inc., a Minnesota corporation ("St. Paul"), and
St. Paul Fire and Marine Insurance Company, a Minnesota corporation ("Fire &
Marine") and a wholly owned subsidiary of St. Paul, with respect to any and all
of the outstanding Zero Coupon Convertible Subordinated Notes Due 2009 (the
"Notes") issued by USF&G Corporation, a Maryland corporation ("USF&G"). Unless
otherwise indicated, the capitalized terms used herein shall have the meanings
specified in the Schedule 13E-4 including the Offer to Purchase filed as Exhibit
(a)(1) thereto. 

ITEM 2.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a)  The information set forth in the section of the Offer to Purchase entitled
"Sources and Amounts of Funds" is incorporated herein by reference. 

     In connection with the USF&G Merger, St. Paul agreed to be jointly and
severally liable with USF&G for the due and punctual payment of the principal
of, and premium, if any, and interest on, the Notes when due whether at
maturity, by acceleration, by redemption or otherwise, and all other monetary
obligations under the Notes and the Indenture.  Payment by either Fire & Marine
or St. Paul of the Redemption Price for Notes validly tendered (and not properly
withdrawn) pursuant to the Offer will discharge the obligation of both Fire &
Marine and St. Paul to make such payment.  To satisfy its obligations under the
First Supplemental Indenture, St. Paul has agreed with Fire & Marine to pay the
Redemption Price for all Notes validly tendered (and not properly withdrawn)
pursuant to the Offer prior to the Expiration Date. 

(b)  Not applicable.

ITEM 5.   CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS OR RELATIONSHIPS WITH
          RESPECT TO THE ISSUER'S SECURITIES.

     The information set forth in the cover page to the Offer to Purchase and
the sections of the Offer to Purchase entitled "The Offer--General", "The
Offer--Purpose and Effects of the Offer" and "Recent Developments" is
incorporated herein by reference. 

     To satisfy its obligations under the First Supplemental Indenture, St. Paul
has agreed with Fire & Marine to pay the Redemption Price for all Notes validly
tendered (and not properly withdrawn) pursuant to the Offer prior to the
Expiration Date. 

ITEM 8.   ADDITIONAL INFORMATION.

(a)  None.

(b)  None, except for compliance with the Exchange Act and the rules and
regulations promulgated thereunder and compliance with applicable requirements
of state securities or "blue sky" laws.



(c)  None.

(d)  None.

(e)  Reference hereby made to the exhibits in the Schedule 13E-4, together with
the information set forth in Item 2 of this Amendment, which are incorporated in
their entirety herein by reference. 

     The Bidder will accept for payment on March 3, 1999 any Notes validly
delivered on or before that date and pay for such Notes in accordance with the
terms of the Notes.  The Bidder also agrees for the benefit of holders of Notes
to redeliver to such holders any Notes accepted for payment prior to the
Expiration Date if the holder (i) delivers written notice to the Depositary
prior to the Expiration Date (in the same manner set forth in the Offer for
withdrawal of a tender) specifying the Notes the holder wishes to have
redelivered and (ii) returns to the Bidder's account at the Depositary within
two business days of the Expiration Date all amounts paid by the Bidder in
respect of such Notes. Upon the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and conditions of any
such extension or amendment) and applicable law, the Bidder will promptly
purchase, by accepting for payment, and will pay for, all Notes validly tendered
(and not properly withdrawn) after March 3, 1999 and prior to the Expiration
Date.


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                                     SIGNATURE

     After due 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.

                                   ST. PAUL FIRE AND MARINE INSURANCE COMPANY


                                   By: /s/ Bruce A. Backberg
                                      --------------------------------
                                   Name:  Bruce A. Backberg
                                   Title: Senior Vice President and
                                          Chief Legal Counsel


                                   THE ST. PAUL COMPANIES, INC.


                                   By: /s/ Bruce A. Backberg
                                      --------------------------------
                                   Title: Senior Vice President and
                                          Chief Legal Counsel


Dated:  February 19, 1999






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