USF&G CORP
POS AM, 1997-05-27
FIRE, MARINE & CASUALTY INSURANCE
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      As filed with the Securities and Exchange Commission on May 27, 1997
                                                       Registration No. 33-63333


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    Form S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                                USF&G Corporation
             (Exact name of registrant as specified in its charter)

Maryland                                                              52-1220567
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                                      6331
                          (Primary Standard Industrial
                           Classification Code Number)

                              ----------------------
                                     
             6225 Smith Avenue, Baltimore, MD 21209, (410) 547-3000
                     (Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
                             ----------------------

                              JOHN A. MACCOLL, ESQ.
                   Executive Vice President - General Counsel
                                USF&G Corporation
                                6225 Smith Avenue
                               Baltimore, MD 21209
                                 (410) 547-3000

(Name, address, including zip code, and telephone number, including area code,
 of agent for service)

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

                         DEREGISTRATION OF UNSOLD SHARES
                             -----------------------

312,416 shares of Common Stock, par value $2.50 per share, and Warrants to
acquire 7,094 shares of Common Stock of Registrant previously registered for
sale to the public by certain shareholders and warrant holders of USF&G
Corporation, are hereby withdrawn from registration under this Registration
Statement.



<PAGE>



                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933 and Rule 478
thereunder, the Registrant has duly caused this Post-Effective Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of Baltimore, State of Maryland, on May
23, 1997.



                                    USF&G CORPORATION

                                    
                                    By:  /s/JOHN A. MACCOLL
                                            John A. MacColl
                                            Executive Vice President




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