S-8

As filed with the Securities and Exchange Commission on February 4, 2009

Registration Number 333-                         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

THE TRAVELERS COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Minnesota	41-0518860
(State of incorporation)	(I.R.S. Employer Identification No.)

385 Washington Street
St. Paul, Minnesota 55102
(651) 310-7911

(Address of Principal Executive Offices)

THE TRAVELERS 401(K) SAVINGS PLAN

(Full title of the plan)

Matthew S. Furman, Esq.
Senior Vice President and Corporate Secretary
The Travelers Companies, Inc.
385 Washington Street
St. Paul, MN 55102
(917) 778-6828

(Name, address and telephone number of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer x	Accelerated filer o
Non-accelerated filer (Do not check if a smaller reporting company) o	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share (3)		Proposed maximum aggregate offering price		Amount of registration fee
Common Stock, without par value (1)(2)	6,000,000 shares	$	38.25	$	229,500,000	$	9,019.35

(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement includes an indeterminate number of additional shares as may be issuable as a result of a stock split, stock dividend or similar adjustment of the outstanding shares of Common Stock of the Registrant.

(2)In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate number of interests to be offered or sold pursuant to The Travelers 401(k) Savings Plan.

(3)Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1) under the Securities Act based on the average of the high and low sales prices per share of the Registrant’s Common Stock on February 2, 2009, as reported on the New York Stock Exchange.

Explanatory Note

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 6,000,000 shares of The Travelers Companies, Inc. (the “Company”) Common Stock to be issued pursuant to The Travelers 401(k) Savings Plan, as amended and restated (the “Plan”).  In accordance with Section E of the General Instructions to Form S-8, the Registration Statement on Form S-8 previously filed with the Commission relating to the Plan (Registration Statement No. 333-128026) is incorporated by reference herein.

Part II - Information Required in the Registration Statement

Item 3.    Incorporation of Documents by Reference

The following documents filed with the Securities and Exchange Commission (the “SEC”) by the Company and the Plan, are incorporated in this Registration Statement by reference:

(1)The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 filed with the SEC on February 21, 2008;

(2)All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since February 21, 2008;

(3)The Annual Report on Form 11-K for the Plan, as filed with the SEC on June 17, 2008; and

(4)The description of the Company’s Common Stock contained in its registration statement on Form 8-A, including any amendments or supplements thereto.

All reports and other documents filed by the Company and the Plan with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in and to be a part of this Registration Statement from the date of filing of such documents.

Any statement contained in a document incorporated by reference herein shall be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.    Exhibits

The following is a complete list of Exhibits filed or incorporated by reference as part of this Registration Statement:

Exhibit	Description
5	The shares of Common Stock offered and sold pursuant to the Plan are purchased by the administrator of the Plan in open market transactions. Because no original issuance

2

	securities will be offered or sold pursuant to the Plan, no opinion of counsel regarding the legality of the securities being registered hereunder is required.
	Pursuant to Item 8(b) of Form S-8, the Company has submitted the Plan to the Internal Revenue Service (“IRS”) for a determination letter that the Plan is qualified under Section 401 of the Internal Revenue Code of 1986 and will make all changes required by the IRS in order to qualify the Plan.
23.2	Consent of KPMG LLP.
24	Powers of Attorney.

3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Paul, State of Minnesota on February 4, 2009.

THE TRAVELERS COMPANIES, INC.
By:	/s/ Matthew S. Furman
Name:  Matthew S. Furman
Title:  Senior Vice President and Corporate Secretary

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Date: February 4, 2009	/s/ Jay S. Fishman
	Jay S. Fishman, Chairman of the Board, Director, Chief Executive Officer (Principal Executive Officer)
Date: February 4, 2009	/s/ Jay S. Benet
	Jay S. Benet, Vice Chairman and Chief Financial Officer (Principal Financial Officer)
Date: February 4, 2009	/s/ Douglas K. Russell
	Douglas K. Russell, Senior Vice President, Corporate Controller and Treasurer (Principal Accounting Officer)

Alan L. Beller, Director*

John H. Dasburg, Lead Director*

Janet M. Dolan, Director*

Kenneth M. Duberstein, Director*

Lawrence G. Graev, Director*

Patricia L. Higgins, Director*

Thomas R. Hodgson, Director*

Cleve L. Killingsworth, Director*

Robert I. Lipp, Director*

Blythe J. McGarvie, Director*

Glen D. Nelson, M.D., Director*

Laurie J. Thomsen, Director*

4

*Matthew S. Furman, by signing his name hereto, does hereby sign this document on behalf of himself and each of the above named directors of the Registrant pursuant to powers of attorney duly executed by such persons (set forth in Exhibit 24 to this Registration Statement).

/s/ Matthew S. Furman

Matthew S. Furman

(For himself and as attorney-in-fact)

Dated: February 4, 2009

THE TRAVELERS 401(K) SAVINGS PLAN

The Plan.  Pursuant to the requirements of the Securities Act, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Paul, State of Minnesota, on February 4, 2009.

THE TRAVELERS 401(K) SAVINGS PLAN
	By:	The Travelers Companies, Inc.
		By:		/s/ John P. Clifford, Jr.
		Name:			John P. Clifford, Jr.
		Its:	Executive Vice President, Human Resources

5

EXHIBIT INDEX

Exhibit	Description	Method of Filing
23.2	Consent of KPMG LLP.	Filed Electronically
24	Powers of Attorney.	Filed Electronically

6

EX-23.2

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

Board of Directors

The Travelers Companies, Inc.:

We consent to the use of our reports dated February 21, 2008, with respect to the consolidated balance sheet of The Travelers Companies, Inc. as of December 31, 2007 and 2006, and the related consolidated statements of income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2007, all related financial statement schedules, and the effectiveness of internal control over financial reporting as of December 31, 2007, incorporated herein by reference.

We also consent to the use of our report dated June 17, 2008, with respect to the statements of net assets available for benefits of The Travelers 401(k) Savings Plan as of December 31, 2007 and 2006, and the related statement of changes in net assets available for benefits for the years ended December 31, 2007 and 2006, and the related supplemental Schedule H, Line 4i-Schedule of Assets (held at end of the year) as of December 31, 2007, incorporated herein by reference.

/s/ KPMG LLP

KPMG LLP

Minneapolis, Minnesota

January 30, 2009

EX-24

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, the undersigned, a director of The Travelers Companies, Inc., a Minnesota corporation (the “Company”), do hereby make, nominate and appoint Matthew S. Furman and Wendy C. Skjerven, and each of them, with full powers to act without the other, as my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign on my behalf one or more Registration Statements on Form S-8 of The Travelers Companies, Inc. (the “Registration Statements”) relating to the registration of deferred compensation obligations of the Company pursuant to the Travelers Deferred Compensation Plan and relating to the registration of shares of the Company’s common stock and an indeterminate amount of related plan interests that may be issued under the Travelers 401(k) Plan, and to make such changes in and additions and amendments to the Registration Statements (including post-effective amendments) and to sign the same on my behalf, and to file the Registration Statements and all amendments to the Registration Statements, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and shall have the same force and effect as though I had manually signed such Registration Statements.

Date:  December 10, 2008

/s/ Alan L. Beller	/s/ Thomas R. Hodgson
Alan L. Beller	Thomas R. Hodgson
/s/ John H. Dasburg	/s/ Cleve L. Killingsworth
John H. Dasburg	Cleve L. Killingsworth
/s/ Janet M. Dolan	/s/ Robert I. Lipp
Janet M. Dolan	Robert I. Lipp
/s/ Kenneth M. Duberstein	/s/ Blythe J. McGarvie
Kenneth M. Duberstein	Blythe J. McGarvie
/s/ Lawrence G. Graev	/s/ Glenn D. Nelson
Lawrence G. Graev	Glenn D. Nelson
/s/ Patricia L. Higgins	/s/ Laurie J. Thomsen
Patricia L. Higgins	Laurie J. Thomsen