ST PAUL COMPANIES INC /MN/
8-K, 1996-10-30
FIRE, MARINE & CASUALTY INSURANCE
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<PAGE>

             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): October 29, 1996
                              
                              
                              
                THE ST. PAUL COMPANIES, INC.
   ------------------------------------------------------
   (Exact name of Registrant as specified in its charter)


     Minnesota              0-3021              41-0518860
  ---------------   -------------------  ----------------------
    (State of         (Commission File     (I.R.S. Employer
  Incorporation)           Number)        Identification No.)



385 Washington St., St. Paul, MN              55102
- --------------------------------           -----------
 (Address of principal                     (Zip Code)
  executive offices)


                       (612) 310-7911
             ----------------------------------
               (Registrant's telephone number,
                    including area code)
                              
                              
                              
                              
                             N/A
- ------------------------------------------------------------
    (Former name or former address, if changed since last
                           report)

<PAGE>

Item 5.    Other Events.
           ------------

     Filed herewith is a press release dated October 29,
1996, of the registrant relating to its results for the
quarter ended September 30, 1996, which will be superseded
by the registrant's Quarterly Report on Form 10-Q for such
period.  The results for an interim period are not
necessarily indicative of the results for a full year.

Item 7. Financial Statements, Pro Forma Financial
        Information and  Exhibits.
        -----------------------------------------------------

  An Exhibit Index is set forth as the next page in this
report.

  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 thereunto duly
authorized.



                              THE ST. PAUL COMPANIES, INC.




                              By  /s/ Bruce A. Backberg
                                  ---------------------
                                  Bruce A. Backberg
                                  Vice President
                                   and Corporate Secretary


Date: October 30, 1996


<PAGE>

                        EXHIBIT INDEX
                        -------------
                              
                              
                                                        How
Exhibit                                                Filed
- -------                                                -----

(99) Additional exhibits . . . . . . . . . . . . . .  . (1)




     (1) Filed electronically under the EDGAR Operational
         Program.


<PAGE>
                                                  Exhibit 99

Oct. 29, 1996 -       ST. PAUL COMPANIES' REPORTS
                      THIRD-QUARTER RESULTS

St. Paul, Minn. - The St. Paul Companies (NYSE:SPC) reported
third-quarter 1996 operating earnings of $104.3 million, or
$1.15 per share, compared with last year's third-quarter
operating earnings of $125.1 million, or $1.35 per share.

     "A number of significant events occurred during this
year's third quarter,"  said Douglas W. Leatherdale,
chairman and chief executive officer.

     "Hurricane Fran on the East Coast, along with storms
and flooding in the Midwest and Southwest, caused
significant damage to our policyholders' property in those
areas," Leatherdale said.  "These storms produced about $65
million in pretax catastrophe losses for the third quarter,
bringing our total catastrophe experience for the year to
about $180 million."

     "We completed our purchase of Northbrook Holdings Inc.
from the Allstate Corporation in the third quarter,"
Leatherdale said.  Northbrook underwrites commercial
property-liability insurance throughout the United States.
In 1995, Northbrook had annual written premiums of $587
million and total assets of $1.64 billion, including
invested assets of $1.2 billion.

     Also during the third quarter, The St. Paul committed
to a plan to disinvest a significant portion of its holdings
in Minet, its London-based insurance brokerage operation.
The St. Paul estimates that this disinvestment will result
in a pretax loss of $250 million, which has been recorded in
the third quarter.  Since the corporation's federal income
tax carrying value in Minet is substantially higher than its
book carrying value, The St. Paul has recognized an
estimated income tax benefit of $266 million in third-
quarter operating earnings.

     "Despite the catastrophe losses in the third quarter,
we still produced good earnings," Leatherdale said.  "Our
underwriting operations generally performed well.  The John
Nuveen Company, of which we own 78 percent, generated good
results.  Our investment income was up 9 percent over last
year's third quarter, and our investment operation continued
to generate strong realized gains."

     Net income for third-quarter 1996 was $128.9 million,
or $1.42 per share, compared with $142.4 million, or $1.54
per share, for the third quarter of 1995.  Third-quarter
1996 net income included after-tax realized investment gains
of $24.6 million, or $0.27 per share, compared with $17.3
million, or $0.19 per share, for the third quarter of 1995.

<PAGE>

Nine-months results
- -------------------

     For the first nine months of 1996, operating earnings
were $300.9 million, or $3.30 per share, compared with
$340.3 million, or $3.72 per share, for the first nine
months of 1995.

     Net income for the first nine months of 1996 was $387.8
million, or $4.24 per share, compared with $366.0 million,
or $4.00 per share, for the first nine months of 1995.  Net
income for the first nine months of 1996 included after-tax
realized investment gains of $86.9 million, or $0.94 per
share, compared with $25.7 million, or $0.28 per share, for
the first nine months of 1995.

Consolidated Financial Position
- -------------------------------

     Consolidated assets of The St. Paul Companies as of
Sept. 30, 1996, were $20.45 billion (topping the $20-billion
threshold for the first time), compared with $19.66 billion
as of Dec. 31, 1995.

     Common shareholders' equity was $3.86 billion at the
end of the third quarter, compared with $3.72 billion on
Dec. 31, 1995.  Book value per common share as of Sept. 30,
1996, was $46.38, compared with $44.29 on Dec. 31, 1995.




<PAGE>

                   THE ST. PAUL COMPANIES
             CONSOLIDATED THIRD-QUARTER RESULTS
                              
Three months ended Sept. 30            1996            1995
- ---------------------------            ----            ----

Revenues                         $1,565,639,000   $1,364,866,000

Pretax Operating Earnings
Underwriting                        $75,013,000     $147,666,000
Insurance Brokerage                (252,447,000)       4,587,000
Investment Banking-
   Asset Management                 $23,282,000       22,216,000
Parent and Other                    (19,928,000)     (22,100,000)
                                  -------------     ------------
Total Pretax Operating
    Earnings (Loss)               ($174,080,000)    $152,369,000

Income Tax Expense (Benefit)      ($278,394,000)     $27,269,000

Operating Earnings                 $104,314,000     $125,100,000
 Per Common Share (Fully Diluted)         $1.15            $1.35

Realized Investment Gains,
  Net of Taxes                      $24,620,000      $17,299,000
 Per Common Share (Fully Diluted)         $0.27            $0.19

Net Income                         $128,934,000     $142,399,000
 Per Common Share (Fully Diluted)         $1.42            $1.54

<PAGE>

                   THE ST. PAUL COMPANIES
              CONSOLIDATED NINE-MONTHS RESULTS
                              
Nine months ended Sept. 30               1996            1995
- --------------------------               ----            ----

Revenues                         $4,425,451,000   $3,963,053,000

Pretax Operating Earnings
Underwriting                       $328,942,000     $443,591,000
Insurance Brokerage                (270,379,000)     (13,737,000)
Investment Banking-
   Asset Management                 $66,518,000       61,102,000
Parent and Other                    (62,055,000)     (59,511,000)
                                  -------------     ------------
Total Pretax Operating Earnings     $63,026,000     $431,445,000

Income Tax Expense (Benefit)      ($237,839,000)     $91,172,000

Operating Earnings                 $300,865,000     $340,273,000
 Per Common Share (Fully Diluted)         $3.30            $3.72

Realized Investment Gains,
  Net of Taxes                      $86,943,000      $25,689,000
 Per Common Share (Fully Diluted)         $0.94            $0.28

Net Income                         $387,808,000     $365,962,000
 Per Common Share (Fully Diluted)         $4.24            $4.00


<PAGE>

                   THE ST. PAUL COMPANIES
            THIRD-QUARTER UNDERWRITING OPERATIONS
                         HIGHLIGHTS
                              
Three months ended Sept. 30             1996            1995
- ---------------------------             ----            ----

Net written premiums             $1,246,970,000   $1,157,628,000

Net investment income              $201,914,000     $183,845,000

 Combined ratio                           106.6            100.4



                   THE ST. PAUL COMPANIES
             NINE-MONTHS UNDERWRITING OPERATIONS
                         HIGHLIGHTS
                              
Nine months ended Sept. 30              1996            1995
- --------------------------              ----            ----

Net written premiums             $3,259,507,000   $3,169,117,000

Net investment income              $584,636,000     $543,073,000

Combined ratio                            105.6            101.3


The St. Paul Companies, headquartered in St. Paul, Minn., is
a group of companies providing property-liability insurance
products and services throughout the world.






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