<PAGE>
Pricing Supplement No. 2 Filing under Rule 424(b)(3)
Dated December 3, 1996 Registration File No. 333-06456
(to Prospectus dated August 6,
1996 and Prospectus Supplement
dated August 7, 1996)
$275,000,000
The St. Paul Companies, Inc.
Medium-Term Notes, Series C
Principal Amount: $2,000,000
Fixed Interest Rate: 6.55%
Stated Maturity: December 5, 2006
Issue Price (as a percentage of
principal amount): 100%
Selling Agent's Commission (%): .625%
Net Proceeds to the Company (%): 99.375%
CUSIP No. 79286LDB5
Settlement Date (original
issue date): December 6, 1996
Selling Agent: J.P. Morgan Securities, Inc.
As of the date of this Pricing Supplement, the
aggregate initial public offering price of the Debt
Securities (as defined in the Prospectus) which has been
sold (including the Notes to which this Pricing Supplement
relates) is $17,000,000.
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES, INC.
