8-K

UNITED STATES

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):  August 11, 2004

The St. Paul Travelers Companies, Inc.

(Exact name of registrant as specified in its charter)

Minnesota	001-10898	41-0518860
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
385 Washington Street Saint Paul, Minnesota		55102
(Address of principal executive offices)		(Zip Code)

(651) 310-7911

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Item 12.  Results of Operations and Financial Condition.

On August 11, 2004, The St. Paul Travelers Companies, Inc. presented slides in connection with an investor webcast.  The slides are furnished as Exhibit 99.1 to this Report and are incorporated by reference in this Item 12.

As provided in General Instruction B.6 of Form 8-K, the information contained in this Item 12 and the exhibit attached as 99.1 to this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

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SIGNATURES

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 hereunto duly authorized.

Date:       August 11, 2004	THE ST. PAUL TRAVELERS COMPANIES, INC.
	By:	/s/ Paul H. Eddy
		Name:	Paul H. Eddy
		Title:	Vice President and Assistant Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Slides presented in conjunction with investor webcast

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EX-99.1

Exhibit 99.1

Link to searchable text of slide shown above

Searchable text section of graphics shown above

[LOGO]

Second Quarter 2004
A Strong Foundation

August 11, 2004

Forward-Looking Statements [LOGO]

This presentation may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, may be forward-looking statements.  Specifically, we may make forward-looking statements about our results of operations, financial condition and liquidity, the sufficiency of our asbestos and other reserves and the post-merger integration. Such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements.

Some of the factors that could cause actual results to differ include, but are not limited to, the following: adverse developments involving asbestos claims and related litigation; the impact of aggregate policy coverage limits for asbestos claims; the impact of bankruptcies of various asbestos producers and related businesses; the willingness of parties, including us, to settle asbestos-related litigation; our ability to fully integrate the former St. Paul and Travelers businesses in the manner or in the timeframe currently anticipated; our inability to obtain price increases due to competition or otherwise; the performance of our investment portfolios, which could be adversely impacted by adverse developments in U.S. and global financial markets, interest rates and rates of inflation; weakening U.S. and global economic conditions; insufficiency of, or changes in, loss reserves; the occurrence of catastrophic events, both natural and man-made, including terrorist acts, with a severity or frequency exceeding our expectations; exposure to, and adverse developments involving, environmental claims and related litigation; the impact of claims related to exposure to potentially harmful products or substances, including, but not limited to, lead paint, silica and other potentially harmful substances; adverse changes in loss cost trends, including inflationary pressures in medical costs and auto and home repair costs; developments relating to coverage and liability for mold claims; the effects of corporate bankruptcies on surety bond claims; adverse developments in the cost, availability and/or ability to collect reinsurance; the ability of our subsidiaries to pay dividends to us; adverse outcomes in legal proceedings; judicial expansion of policy coverage and the impact of new theories of liability; the impact of legislative actions, including federal and state legislation related to asbestos liability reform; larger than expected assessments for guaranty funds and mandatory pooling arrangements; a downgrade in our claims-paying and financial strength ratings; the loss or significant restriction on our ability to use credit scoring in the pricing and underwriting of Personal policies; and amendments to, and changes to the risk-based capital requirements.

Our forward-looking statements speak only as of the date made, and we undertake no obligation to update these forward-looking statements.

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A Strong Foundation [LOGO]

•Progress on integrating operations

•Evaluation of second quarter results

•Focus on business retention and agency relationships

•Analysis of current market conditions

•Analysis of investment portfolio

•Balance sheet and capital strength

•Outlook for second half of 2004

•Optimistic about cost saving opportunities beyond initial expectations

•Revenue synergies over the long-term

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Progress on Integrating Operations

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Integration Timeline – From Announcement

				•Single Premium Audit System Completed
	•Major Platforms Selected (including Claim, National accounts, Commercial accounts, Select accounts and General Ledger)
4Q 03		1Q 04	2Q 04
			Office Moves, Desktop Consolidation
•Merger Announced
•Sr. Mgmt Selected		•Merger Closed
•Integration Teams Formed		•Investments Managed by STA

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Integration Timeline – Future Projects

•Benefits Structure Merged
	•  Bond System Conversion Started (Target Completion 4Q05)		•  Financial Systems Consolidated •  Payroll Systems Consolidated •  Investments Systems Consolidated •  Agent Compensation Systems Consolidated					•  Claim System  Conversion Started (Target Completion 4Q06)
3Q 04	4Q 04		1Q 05		2Q 05		3Q 05	4Q 05
	•Data Center Consolidation	•  Commercial		•  Consolidated Billing Started (Target Completion 1Q06)
		accounts Conversion Started (Target Completion 4Q05)				•  Select accounts System Conversion Started (Target Completion 2Q06)		•  Specialty System Conversion Started (Target Completion 4Q06)
Office Moves, Desktop Consolidation

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Evaluation of Second Quarter Results

Focus on Business Retention and
Agency Relationships

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Commercial - Pro Forma Net Written Premiums

($ in millions)

	1Q 2003		2Q 2003		3Q 2003		4Q 2003			1Q 2004		2Q 2004		% Change 2Q03 v 2Q04
Core:
National	$	238	$	211	$	267	$	261		$	282	$	237	12	%
Select	670		691		730		698			706		709		3	%
Northland Group	139		153		139		130			127		124		(19	)%
Commercial Accounts	1,053		939		1,088		1,183			1,135		992		6	%
Total Core	2,100		1,994		2,224		2,272			2,250		2,062		3	%
Other:
Gulf	168		164		162		168			144		146		(11	)%
Other	137		107		71		(27		)	22		22		(79	)%
Total Other	305		271		233		141			166		168		(38	)%
Total Commercial	$	2,405	$	2,265	$	2,457	$	2,413		$	2,416	$	2,230	(2	)%
National - Written Fees	186		147		143		166			218		159		8	%

Note:This page displays pro forma combined net written premiums, an operating statistic, of Travelers and St. Paul, prior to the merger and for St. Paul Travelers for second quarter 2004.  The historical information presented above conforms with current business segmentation.

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Illustrative Business Statistics – Commercial

($ in millions)

	1Q 2003		2Q 2003		3Q 2003		4Q 2003		1Q 2004		2Q 2004
Travelers Commercial Accounts Group - Field
Retention	84	%	84	%	83	%	82	%	83	%	82	%
Renewal price change (1)	16	%	11	%	9	%	8	%	6	%	6	%
St. Paul Commercial Accounts Group - Field
Retention	85	%	81	%	80	%	82	%	80	%	79	%
Renewal price change (2)	16	%	12	%	10	%	8	%	6	%	4	%
Travelers Select
Retention	84	%	83	%	83	%	82	%	81	%	80	%
Renewal price change (1)	14	%	14	%	14	%	13	%	11	%	9	%
St. Paul Select
Retention	63	%	66	%	73	%	71	%	74	%	77	%
Renewal price change (2)	12	%	10	%	8	%	6	%	4	%	4	%

(1)Represents historical Travelers Property Casualty Corp. information. Each percentage represents the estimated average change in premium on policies that renew, including rate and exposure changes, vs. the average premium on those same policies for their prior term.

(2)Represents historical St. Paul Companies information. Each percentage represents the estimated average change in premium on policies that renew, including rate and changes in exposure due solelyto inflation, vs. the average premium on those same policies for their prior term.

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Specialty – Pro Forma Net Written Premiums

($ in millions)

	1Q 2003		2Q 2003		3Q 2003		4Q 2003		1Q 2004		2Q 2004		% Change 2Q03 v 2Q04
Domestic Specialty:
Financial and Professional Services	$	124	$	154	$	177	$	169	$	157	$	198	29	%
Technology	93		103		107		123		106		117		14	%
Excess and Surplus	47		49		49		58		64		73		49	%
Oil and Gas	42		49		53		52		50		58		18	%
Public Sector	71		49		91		69		70		42		(14	)%
Ocean Marine	26		27		33		30		35		38		41	%
Other	70		142		121		118		95		82		(42	)%
Total ex Bond and Construction	473		573		631		619		577		608		6	%
Bond	256		354		350		299		286		249		(30	)%
Construction	390		320		241		281		324		275		(14	)%
Total Bond and Construction	646		674		591		580		610		524		(22	)%
Total Domestic Specialty	1,119		1,247		1,222		1,199		1,187		1,132		(9	)%
International Specialty:
International Operations	102		159		152		211		139		196		23	%
Lloyd’s	366		81		137		122		171		145		79	%
Total International Specialty	468		240		289		333		310		341		42	%
Total Specialty	$	1,587	$	1,487	$	1,511	$	1,532	$	1,497	$	1,473	(1	)%

Note:This page displays pro forma combined net written premiums, an operating statistic, of Travelers and St. Paul, prior to the merger and for St. Paul Travelers for second quarter 2004.  The historical information presented above conforms with current business segmentation.

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Specialty – Adjusted(1) Pro Forma Net Written Premiums

($ in millions)

	1Q 2003		2Q 2003			3Q 2003		4Q 2003		1Q 2004		2Q 2004			% Change 2Q03 v 2Q04
Domestic Specialty:
Financial and Professional Services	$	124	$	154		$	177	$	169	$	157	$	169		10	%
Technology	93		103			107		123		106		112			9	%
Excess and Surplus	47		49			49		58		64		59			20	%
Oil and Gas	42		49			53		52		50		56			14	%
Public Sector	71		49			91		69		70		42			(14	)%
Ocean Marine	26		27			33		30		35		38			41	%
Other	69		120			120		118		95		81			(33	)%
Total ex Bond and Construction	472		551			630		619		577		557			1	%
Bond	256		354			350		299		286		324			(8	)%
Construction	390		320			242		281		324		272			(15	)%
Total Bond and Construction	646		674			592		580		610		596			(12	)%
Total Domestic Specialty	1,118		1,225			1,222		1,199		1,187		1,153			(6	)%
International Specialty:
International Operations	102		160			152		212		139		193			21	%
Lloyd’s	130		124			137		121		171		145			17	%
Total International Specialty	232		284			289		333		310		338			19	%
Total Adjusted Specialty	1,350		1,509			1,511		1,532		1,497		1,491			(1	)%
Aggregate Adjustments (1)	237		(22		)	—		—		—		(18		)	NM
Total Specialty	$	1,587	$	1,487		$	1,511	$	1,532	$	1,497	$	1,473		(1	)%

(1)Adjusted to better reflect ongoing trends in new written premiums by eliminating the following: a reinsurance reinstatement premium related to Bond in 2Q04, the impact of the reinsurance commutation onpremiums in a number of lines in 2Q04, earned premium revision at Lloyds in 2Q03, ceded returned premium related to Cat Risk in 2Q03, a change in policy inception related to a certain Lloyds business in 2Q03and the elimination of a quarter lag at Lloyds in 1Q03

Note:This page displays pro forma combined net written premiums, an operating statistic, of Travelers and St. Paul, prior to the merger and for St. Paul Travelers for second quarter 2004.  The historical information presented above conforms with current business segmentation.

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Illustrative Business Statistics – Specialty

($ in millions)

	1Q 2003		2Q 2003		3Q 2003		4Q 2003		1Q 2004		2Q 2004
Domestic Specialty (3)
Renewal Retention	74	%	74	%	71	%	71	%	72	%	73	%
Renewal Price Change (2)	23	%	23	%	18	%	16	%	12	%	7	%
Construction
Travelers
Renewal Retention	75	%	78	%	82	%	76	%	64	%	67	%
Renewal Price Change (1)	19	%	13	%	8	%	9	%	4	%	7	%
St Paul (excludes Wrap ups)
Renewal Retention	80	%	81	%	69	%	66	%	68	%	68	%
Renewal Price Change (2)	22	%	20	%	19	%	19	%	19	%	16	%

(1)Represents historical Travelers Property Casualty Corp. information. Each percentage represents the estimated average change in premium on policies that renew, including rate and exposure changes, vs. the average premium on those same policies for their prior term.

(2)Represents historical St. Paul Companies information. Each percentage represents the estimated average change in premium on policies that renew, including rate and changes in exposure due solelyto inflation, vs. the average premium on those same policies for their prior term.

(3)Excludes Cat Risk, SPC Construction Wrap-up, TPC Construction, and Combined Companies Bond.

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Personal - Net Written Premiums

($ in millions)

	2Q 2003		2Q 2004		% Change 2Q03 v 2Q04
By product line:
Automobile	$	778	$	892	15	%
Homeowners and Other	533		666		25	%
Total Personal	$	1,311	$	1,558	19	%	7% increase in premium attributable to the Royal and SunAlliance Transaction
By distribution channel:
Independent agents	$	1,075	$	1,287	20	%
Other channels(1)	236		271		15	%
Total Personal	$	1,311	$	1,558	19	%

(1)Other channels includes GEICO, Affinity Programs, involuntary and runoff business

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Illustrative Business Statistics – Personal

	1Q 2003		2Q 2003		3Q 2003		4Q 2003		1Q 2004		2Q 2004
Automobile
PIF Growth over prior yr qtr	2	%	2	%	3	%	4	%	8	%	11	%
Retention (1)	87	%	87	%	87	%	87	%	87	%	87	%
Renewal price change	8	%	6	%	6	%	5	%	5	%	5	%
Homeowners and Other
PIF Growth over prior yr qtr	1	%	3	%	5	%	6	%	9	%	12	%
Retention (1)	87	%	87	%	87	%	88	%	88	%	87	%
Renewal price change	13	%	10	%	10	%	9	%	8	%	8	%

(1)The ratio of expected number of renewal policies that will be retained throughout the annual policy period to the number of available renewal base policies

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Premium Dynamics

Second Quarter

•Substantial focus on account retention

•Reports from our field units suggest that pricing required to obtain significant new business became more competitive

•Focus on bottom line profitability of entire book of business drives pricing strategy

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Evaluation of Second Quarter Results

Analysis of Current Market Conditions

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Current Market Conditions

Illustrative Statistics - Travelers Liability Lines
(Direct Guaranteed Cost)

[CHART]

•If current trends continue, estimated loss trend curve may cross earned price change curve in 2005

•St. Paul Travelers is well-positioned to operate within challenging market conditions

•Our competitive advantage is our size, scope and operational efficiency opportunity

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Evaluation of Second Quarter Results

Analysis of Investment Portfolio

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Net Investment Income Breakdown

	2Q04									Combined 2Q03*
	Travelers			St. Paul			Total			Travelers			St. Paul			Total
After-tax Net Investment Income:
Fixed Income	$	310		$	179		$	489		$	312		$	180		$	492
Alternatives	44			14			58			33			15			48
Total before PGAAP adj	354			193			547			345			195			540
After-tax yield	3.8		%	3.5		%	3.7		%	3.9		%	3.8		%	3.9		%
PGAAP adj	—			57			57			—			—			—
Total after PGAAP adj	$	354		$	136		$	490		$	345		$	195		$	540
After-tax yield	3.8		%	2.5		%	3.3		%	3.9		%	3.8		%	3.9		%

* The reported results for St. Paul Travelers reflect only the results of Travelers

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Evaluation of Second Quarter Results

Balance Sheet and Capital Strength

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Summary of 2Q04 Reserve Adjustments

($ in millions)

	Charge/(benefit)
St. Paul:
Surety	$	375
Construction	500
Reserves for uncollectible reinsurance and amounts due from policyholders and co-surety participations	296
Reserves due to financial condition of a construction contractor	252
Reinsurance commutation	153
Other, net	61			$	1,637
Travelers:
September 11	(190		)
Environmental	205
Personal and Commercial property	(175		)
Uncollectible reinsurance reserves	100
Other, net	10			(50		)
Net reserve adjustments				$	1,587
After-tax income statement charge				$	1,048

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Capital Generation Capacity

($ in millions)

	2Q 2004
Operating (loss)*	$	(310	)
Reserve adjustments and restructuring costs	1,074
Subtotal	764
Shareholder dividends	(147		)
Capital build ex-reserve adjustments and restructuring costs	$	617
Resulting annualized impact	$	2.5 billion

* The difference between net and operating income is realized gains.

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Capital Strength

($ in millions)

	Jun 30, 2004
Total debt	$	6,358
Minority interest	111
Shareholders’ equity (ex SFAS 115)	19,789
Total capital	$	26,258
Total debt to capital ratio	24.2		%
Leverage Ratios
NWP: Surplus	1.51
Reserves: Surplus	2.87
Second Half 2004
Available Liquidity	$	1 billion	+

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Evaluation of Second Quarter Results

Outlook for Second Half of 2004

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Outlook for Second Half of 2004

•Premium environment is likely to be similar to that of 2Q04

•Net investment income levels also expected to be comparable to 2Q04

•Expect to achieve returns on equity in the mid-teens assuming no catastrophes, no change in capital market conditions, no prior year reserve development and before the impact of the result, if any, of the asbestos study to be completed in 4Q04

•Estimated Fully Diluted Share Count of 690 million

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Opportunistic About
Cost Saving Opportunities
Beyond Initial Expectations

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Expense Reduction Projections

($ in millions)

Projected After-tax Cost Savings

Original Estimates	Revised Estimates
[CHART]	[CHART]

Note: Assumed merger closed on June 30, 2004

Management Focused on Identifying
Additional $100 million in Expense Reductions
for 2005 and Beyond

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Revenue Synergies Over the Long Term

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Long-term Distribution Strategy

Leveraging the Partnership

•6,400 agents have premium volume greater than $200,000 with St. Paul Travelers

•Of these agents, 60% generate premium volume with only one of our major business units

•Meaningful opportunity to grow premiums over the long-term by increasing market penetration with agents by just one additional business unit

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Long-term Distribution Strategy

Personal Lines

•Travelers today - Approximately 7,000 Commercial Lines agents

•42% do business with Travelers Personal Lines

•Agents with combined Personal & Commercial Lines relationships provide more opportunity than Personal Lines relationships only

•Twice the average Personal Lines net written premiums

•4 point loss ratio advantage

•St Paul today – Approximately 5,400 Commercial Lines agents

•Only 24% do business with Travelers Personal Lines

Increase of St. Paul Commercial Agency
Penetration to that of Travelers Could Generate $500+
Million of New Personal Lines Business Over Time

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A Strong Foundation

•Progress on integrating operations

•Evaluation of second quarter results

•Focus on business retention and agency relationships

•Analysis of current market conditions

•Analysis of investment portfolio

•Balance sheet and capital strength

•Outlook for second half of 2004

•Optimistic about cost saving opportunities beyond initial expectations

•Revenue synergies over the long-term

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