ST PAUL COMPANIES INC /MN/, S-3, 1998-11-12

ST PAUL COMPANIES INC /MN/
S-3, 1998-11-12
FIRE, MARINE & CASUALTY INSURANCE

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<PAGE>
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT NO. 333-06465
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THE ST. PAUL COMPANIES, INC.
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C>
MINNESOTA 41-0518860
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
</TABLE>

385 Washington Street
St. Paul, Minnesota 55102
(651) 310-7911
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
------------------

BRUCE A. BACKBERG
SENIOR VICE PRESIDENT AND CHIEF LEGAL COUNSEL
THE ST. PAUL COMPANIES, INC.
385 WASHINGTON STREET, ST. PAUL, MINNESOTA 55102
(651) 310-7916

(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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WITH A COPY TO:
DONALD R. CRAWSHAW
SULLIVAN & CROMWELL
125 Broad Street
New York, New York 10004
(212) 558-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same
offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(2)(3) PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE(3)
<S> <C> <C> <C> <C>
Debt Securities................. $440,000,000 100% $440,000,000 $122,320
</TABLE>

(1) Estimated in accordance with Rule 457 solely for the purpose of calculating
the registration fee.
(2) Or, if any Debt Securities are issued at original issue discount, such
greater principal amount as shall result in an aggregate initial offering
price of $440,000,000. Any offering of Debt Securities denominated in any
foreign currency or foreign currency unit will be treated as the equivalent
in U.S. dollars based on the exchange rate prevailing at the time of the
purchase of such Debt Securities.
(3) Pursuant to Rule 429 under the Securities Act of 1933, $160,000,000 of Debt
Securities are being carried forward from Registration Statement No.
333-06465 for inclusion in the Prospectus filed herewith. A registration fee
of $55,172 has previously been paid with respect to such Debt Securities.
------------------

THIS REGISTRATION STATEMENT, WHICH IS A NEW REGISTRATION STATEMENT, ALSO
CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO.
333-06465, WHICH WAS DECLARED EFFECTIVE ON AUGUST 6, 1996. SUCH POST-EFFECTIVE
AMENDMENT SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS
OF THIS REGISTRATION STATEMENT AND IN ACCORDANCE WITH SECTION 8(c) OF THE
SECURITIES ACT OF 1933. PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933,
THE PROSPECTUS FILED AS PART OF THIS REGISTRATION STATEMENT ALSO CONSTITUTES A
PROSPECTUS FOR REGISTRATION STATEMENT NO. 333-06465; THE $160,000,000 OF DEBT
SECURITIES REMAINING UNSOLD FROM REGISTRATION STATEMENT NO. 333-06465 WILL BE
COMBINED WITH THE $440,000,000 AGGREGATE AMOUNT OF DEBT SECURITIES TO BE
REGISTERED PURSUANT TO THIS REGISTRATION STATEMENT TO ENABLE THE ST. PAUL
COMPANIES, INC. TO OFFER AN AGGREGATE AMOUNT OF $600,000,000 OF DEBT SECURITIES
PURSUANT TO THE COMBINED PROSPECTUS.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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- --------------------------------------------------------------------------------
<PAGE>
$600,000,000

THE ST. PAUL COMPANIES, INC.

Debt Securities

-----------

The St. Paul Companies, Inc. may from time to time issue up to $600,000,000
aggregate principal amount of Debt Securities. The accompanying Prospectus
Supplement will specify the terms of the securities.

The St. Paul Companies, Inc. may sell these securities to or through
underwriters, and also to other purchasers or through agents. Goldman, Sachs &
Co. and J.P. Morgan Securities Inc. may be among such underwriters or agents.
The names of the underwriters or agents will be set forth in the accompanying
Prospectus Supplement.

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

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

GOLDMAN, SACHS & CO. J.P. MORGAN & CO.

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Prospectus dated November 12, 1998.
<PAGE>
ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may
sell any combination of the Debt Securities described in this prospectus in one
or more offerings up to a total dollar amount of $600,000,000. This prospectus
provides you with a general description of the Debt Securities we may offer.
Each time we sell Debt Securities, we will provide a prospectus supplement that
will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under the heading
WHERE YOU CAN FIND MORE INFORMATION.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms.

The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until we sell all of the securities.

- Annual Report on Form 10-K for the year ended December 31, 1997;

- Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998, June
30, 1998 and September 30, 1998; and

- Current Reports on Form 8-K, filed with the SEC on January 21, January 27,
February 26, April 24, April 28, May 7, May 14, May 26, June 10, July 9,
August 5, August 21, October 6, October 13 and November 3, 1998.

You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:

Corporate Secretary
The St. Paul Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
(651) 310-7911

You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these Debt Securities in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.

2
<PAGE>
THE COMPANY

The St. Paul Companies, Inc. (the "Company") is a management company
principally engaged in property-liability insurance and reinsurance
underwriting. The Company also has a presence in the life insurance industry and
the asset management-investment banking industry through its ownership of
Fidelity and Guaranty Life Insurance Company and its majority ownership of The
John Nuveen Company, respectively. As a management company, the Company oversees
the operations of its subsidiaries and provides them with capital and management
and administrative services. On April 24, 1998, the Company completed its merger
with USF&G Corporation in a tax-free exchange of stock accounted for as a
pooling of interests. At September 30, 1998, the Company and its subsidiaries
employed approximately 12,650 persons. In 1997, insurance and reinsurance
underwriting accounted for approximately 93% of consolidated revenues, and life
insurance and asset management-investment banking operations accounted for
approximately 4% and 3% of consolidated revenues, respectively.

The Company's principal and registered executive offices are located at 385
Washington Street, St. Paul, Minnesota 55102, and its telephone number is (651)
310-7911. The Company's e-mail address is [email protected]. Unless the context
otherwise indicates, the term "Company" or "we" means The St. Paul Companies,
Inc. and its consolidated subsidiaries and gives effect to the merger with USF&G
Corporation.

RATIOS OF EARNINGS TO FIXED CHARGES OF THE COMPANY

Our consolidated ratios of earnings to fixed charges for the nine-month
periods ended September 30, 1997 and 1998 and for each of the fiscal years ended
December 31, 1993 through 1997 are as follows:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
---------------------- -------------------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
----------- --------- --------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges.......................... * 11.98 12.45 8.84 7.91 3.27 7.08
</TABLE>

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* The year-to-date 1998 loss is inadequate to cover "fixed charges" by $164.3
million.

Earnings consist of income before income taxes plus fixed charges, net of
capitalized interest. Fixed charges consist of interest expense before reduction
for capitalized interest and one-third of rental expense, which is considered to
be representative of an interest factor.

USE OF PROCEEDS

Unless otherwise indicated in an accompanying Prospectus Supplement, the net
proceeds from the sale of the Debt Securities will be used for general corporate
purposes, which may include, among other things, working capital, capital
expenditures, the repurchase of shares of common stock, the repayment of
short-term borrowings or acquisitions.

DESCRIPTION OF DEBT SECURITIES

The Debt Securities are to be issued under an Indenture, dated as of March
31, 1990 (the "Indenture"), between the Company and The Chase Manhattan Bank, as
Trustee (the "Trustee"), which is an exhibit to the registration statement. The
following summaries of certain provisions of the Indenture do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all the provisions of the Indenture, including the definitions of certain
terms. Wherever particular Sections or defined terms of the Indenture are
referred to, such Sections or defined terms are incorporated in this Prospectus
by reference.

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<PAGE>
The following sets forth certain general terms and provisions of the Debt
Securities offered by this Prospectus. The particular terms of the Debt
Securities offered by any Prospectus Supplement (the "Offered Debt Securities")
will be described in the Prospectus Supplement relating to such Offered Debt
Securities (the "Applicable Prospectus Supplement").

GENERAL

The Indenture does not limit the amount of Debt Securities which may be
issued thereunder and Debt Securities may be issued thereunder from time to time
in one or more series. The Debt Securities will be unsecured and unsubordinated
obligations of the Company and will rank equally and ratably with other
unsecured unsubordinated obligations of the Company.

Unless otherwise indicated in the Applicable Prospectus Supplement,
principal of, premium, if any, and interest on the Debt Securities will be
payable, and the transfer of Debt Securities will be registrable, at the office
or agency of the Company in the Borough of Manhattan, The City of New York,
maintained for such purpose and at any other office or agency maintained by the
Company for such purpose, except that, at the option of the Company, interest
may be paid by mailing a check to the address of the Person entitled to such
interest payment as it appears on the Security Register. (Sections 301, 305 and
1002) The Debt Securities will be issued only in fully registered form without
coupons and, unless otherwise indicated in the Applicable Prospectus Supplement,
in denominations of $1,000 or integral multiples thereof. (Section 302) No
service charge will be made for any registration of transfer or exchange of the
Debt Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge imposed in connection therewith.
(Section 305)

The Applicable Prospectus Supplement will describe the following terms of
the Offered Debt Securities:

(1) the title of the Offered Debt Securities;

(2) any limit on the aggregate principal amount of the Offered Debt
Securities;

(3) the date or dates on which the Offered Debt Securities will mature;

(4) the rate or rates (which may be fixed or variable) per annum at which
the Offered Debt Securities will bear interest, if any, and the date or
dates from which such interest, if any, will accrue;

(5) the dates on which such interest, if any, on the Offered Debt Securities
will be payable and the Regular Record Dates for such Interest Payment
Dates;

(6) any mandatory or optional sinking funds or analogous provisions or
provisions for redemption at the option of the Holder;

(7) the date, if any, after which and the price or prices at which the
Offered Debt Securities may, pursuant to any optional or mandatory
redemption provisions, be redeemed and the other detailed terms and
provisions of any such optional or mandatory redemption provision;

(8) if other than denominations of $1,000 and any integral multiple thereof,
the denominations in which the Offered Debt Securities will be issuable;

(9) if other than the principal amount thereof, the portion of the principal
amount of the Offered Debt Securities which will be payable upon the
declaration of acceleration of the Maturity thereof;

(10) the currency of payment of principal, premium, if any, and interest on
the Offered Debt Securities;

(11) any index used to determine the amount of payment of principal of,
premium, if any, and interest on the Offered Debt Securities;

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<PAGE>
(12) the applicability of the provisions described under "Defeasance";

(13) if the Offered Debt Securities will be issuable only in the form of a
Global Security as described under "Book-Entry Debt Securities", the
Depository or its nominee with respect to the Offered Debt Securities and
the circumstances under which the Global Security may be registered for
transfer or exchange in the name of a Person other than the Depository or
its nominee; and

(14) any other terms of the Offered Debt Securities.

The Debt Securities may be issued as Original Issue Discount Debt Securities
to be offered and sold at a substantial discount below their stated principal
amount. The Applicable Prospectus Supplement will describe federal income tax
consequences and other special considerations applicable to any such Original
Issue Discount Debt Securities. "Original Issue Discount Debt Securities" means
any security which provides for an amount less than the principal amount thereof
to be due and payable upon the declaration of acceleration of the Maturity
thereof upon the occurrence of an Event of Default and the continuation of such
Event of Default. (Section 101)

BOOK-ENTRY DEBT SECURITIES

The Debt Securities of a series may be issued in the form of one or more
Global Securities. Such Global Securities will be deposited with a Depository or
its nominee identified in the Applicable Prospectus Supplement. In such a case,
one or more Global Securities will be issued in a denomination or aggregate
denominations equal to the portion of the aggregate principal amount of
outstanding Debt Securities of the series to be represented by such Global
Security or Securities. Unless and until it is exchanged in whole or in part for
Debt Securities in definitive registered form, a Global Security may not be
registered for transfer or exchange except as a whole by the Depository for such
Global Security to a nominee of such Depository and except in the circumstances
described in the Applicable Prospectus Supplement. (Sections 204 and 305)

The Applicable Prospectus Supplement will describe the specific terms of the
depositary arrangement with respect to any portion of a series of Debt
Securities to be represented by a Global Security.

LIMITATION ON LIENS

The Indenture contains a covenant that the Company will not, and will not
permit any Designated Subsidiary to, directly or indirectly, create, issue,
assume, incur or guarantee any indebtedness for money borrowed which is secured
by a mortgage, pledge, lien, security interest or other encumbrance of any
nature on any of the Voting Stock of a Designated Subsidiary unless the
Outstanding Securities (together with, if the Company so elects, any other
indebtedness of the Company or such Designated Subsidiary then existing or
thereafter created which is not subordinate to the Outstanding Securities) shall
be secured equally and ratably with (or prior to) such secured indebtedness for
money borrowed so long as such secured indebtedness for money borrowed shall be
so secured. (Section 1007) This covenant will not prevent the sale or other
disposition of a Designated Subsidiary.

For purposes of such covenant, "Voting Stock" means all classes of stock
(including any and all shares, interests, participations or other equivalents
(however designated) of corporate stock) then outstanding of a Designated
Subsidiary normally entitled to vote in elections of directors. For purposes of
such covenant, "Designated Subsidiary" means St. Paul Fire and Marine Insurance
Company, USF&G Corporation, United States Fidelity and Guaranty Company and any
other Subsidiary the assets of which, determined as of the last day of the most
recent calendar quarter ended at least 30 days prior to the date of such
determination and in accordance with generally accepted accounting principles as
in effect on the last day of such calendar quarter, exceed 20% of the
Consolidated Assets of the Company. As of the date of this Prospectus, there
were no Subsidiaries of the Company, other than St. Paul Fire and Marine
Insurance Company, USF&G Corporation and United States Fidelity and Guaranty
Company with assets, determined in accordance with generally accepted accounting
principles as in effect on that date, in excess of 20% of the Consolidated
Assets of the Company. For purposes of such covenant,

5
<PAGE>
"Consolidated Assets of the Company" means the assets of the Company and its
consolidated subsidiaries, to be determined as of the last day of the most
recent calendar quarter ended at least 30 days prior to the date of such
determination and in accordance with generally accepted accounting principles as
in effect on the last day of such calendar quarter. (Section 1007)

Additional restrictive covenants may be included in the terms of any series
of Securities.

EVENTS OF DEFAULT

Any one of the following events will constitute an Event of Default under
the Indenture with respect to Securities of any series (Section 501):

(1) failure to pay principal of or any premium on any Debt Security of that
series when due;

(2) failure to pay any interest on any Debt Security of that series when
due, continued for 30 days;

(3) failure to deposit any sinking fund payment, when due, in respect of any
Debt Security of that series;

(4) failure to perform any other covenants or warranties of the Company in
the Indenture (other than a covenant included in the Indenture solely for
the benefit of a series of Debt Securities thereunder other than that
series) continued for 60 days after written notice as provided in the
Indenture;

(5) acceleration of any indebtedness for money borrowed in excess of
$10,000,000 by the Company (including an acceleration with respect to the
Debt Securities of any series other than that series), if such
indebtedness is not discharged, or such acceleration is not annulled,
within 10 days after written notice as provided in the Indenture;

(6) certain events of bankruptcy, insolvency or reorganization of the
Company; and

(7) any other Event of Default provided with respect to Debt Securities of
that series.

If any Event of Default with respect to the Debt Securities of any series at
the time Outstanding occurs and is continuing, either the Trustee or the Holders
of at least 25 percent in aggregate principal amount of the Outstanding Debt
Securities of that series may declare the principal amount (or, if the Debt
Securities of that series are Original Issue Discount Debt Securities, such
portion of the principal amount as may be specified in the terms thereof) of all
the Debt Securities of that series to be due and payable immediately. At any
time after a declaration of acceleration with respect to Debt Securities of any
series has been made, but before a judgment or decree based on acceleration has
been obtained, the Holders of a majority in aggregate principal amount of
Outstanding Debt Securities of that series may, under certain circumstances,
rescind and annul such acceleration. (Section 502)

The Applicable Prospectus Supplement relating to any series of Offered Debt
Securities that are Original Issue Discount Debt Securities will describe the
particular provisions relating to acceleration of the Stated Maturity of a
portion of the principal amount of such series of Original Issue Discount Debt
Securities upon the occurrence of an Event of Default and the continuation of
such Event of Default.

The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Section 603) Subject to such
provisions for the indemnification of the Trustee and to certain other
conditions, the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of that series. (Section 512)

No Holder of any series of Debt Securities will have any right to institute
any proceeding with respect to the Indenture or for any remedy under the
Indenture, unless:

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<PAGE>
(i) such Holder shall have previously given to the Trustee written notice
of a continuing Event of Default, and

(ii) (a) the Holders of at least 25 percent in aggregate principal amount of
the Outstanding Debt Securities of that series shall have made written
request, and offered reasonable indemnity, to the Trustee to institute
such proceeding as trustee, and

(b) the Trustee shall not have received from the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of that
series a direction inconsistent with such request and shall have failed
to institute such proceeding within 60 days. (Section 507)

However, such limitations do not apply to a suit instituted by a Holder of a
Debt Security for enforcement of payment of the principal of and premium, if
any, or interest on such Debt Security on or after the respective due dates
expressed in such Debt Security. (Section 508)

The Company will be required to furnish to the Trustee annually a statement
as to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance. (Section 1008)

MODIFICATION AND WAIVER

The Company and the Trustee may modify and amend the Indenture with the
consent of the Holders of not less than two-thirds in aggregate principal amount
of the Outstanding Debt Securities of each series issued under the Indenture and
affected by the modification or amendments. However, without the consent of the
Holders of all Debt Securities affected thereby, the Company and the Trustee may
not modify or amend the Indenture to:

(1) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Debt Security;

(2) reduce the principal amount of, or the premium, if any, or interest on,
any Debt Security (including in the case of an Original Issue Discount
Debt Security the amount payable upon acceleration of the maturity
thereof);

(3) change the place or currency of payment of principal of or interest on
any Debt Security;

(4) impair the right to institute suit for the enforcement of any payment on
any Debt Security on or at the Stated Maturity thereof (or in the case of
redemption, on or after the Redemption Date); or

(5) reduce the percentage in principal amount of Outstanding Debt Securities
of any series, the consent of whose Holders is required for modification
or amendment of the Indenture or for waiver of compliance with certain
provisions of the Indenture or for waiver of certain defaults. (Section
902)

The Holders of at least a majority in aggregate principal amount of the
Outstanding Debt Securities of any series may, on behalf of all Holders of that
series, waive compliance by the Company with certain restrictive provisions of
the Indenture. (Section 1009) The Holders of a majority in aggregate principal
amount of the Outstanding Debt Securities of any series may, on behalf of all
Holders of that series, waive any past default under the Indenture, except a
default in the payment of principal, premium or interest and in respect of a
covenant or provision of the Indenture that cannot be modified or amended
without the consent of the Holder of each Outstanding Debt Security of such
series affected thereby. (Section 513)

CONSOLIDATION, MERGER AND SALE OF ASSETS

The Company, without the consent of the Holders of any of the Debt
Securities under the Indenture, may (i) consolidate with or merge into any other
Person, (ii) transfer or lease its assets substantially as an entirety to any
Person or (iii) permit any Person to merge into or consolidate with the Company,
if:

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<PAGE>
(1) any such successor or purchaser is a corporation, partnership or trust
organized under the laws of any domestic jurisdiction,

(2) any such successor or purchaser assumes the Company's obligations on the
Debt Securities and under the Indenture,

(3) after giving effect to the transaction no Event of Default, and no event
which, after notice or lapse of time, would become an Event of Default,
shall have occurred and be continuing, and

(4) certain other conditions are met. (Section 801)

DEFEASANCE

The Indenture provides that the Company, at the Company's option, (1) will
be discharged from any and all obligations in respect of the Debt Securities of
any series (except for certain obligations to register the transfer or exchange
of Debt Securities of such series, replace stolen, lost or mutilated Debt
Securities of such series, maintain paying agencies and hold moneys for payment
in trust) or (2) need not comply with certain restrictive covenants of the
Indenture, including that described under "Limitation on Liens", in each case if
the Company deposits in trust with the Trustee money or U.S. Government
Obligations which, through the payment of interest thereon and principal thereof
in accordance with their terms, will provide money in an amount sufficient to
pay all the principal of (and premium, if any) and interest on the Debt
Securities of such series on the dates such payments are due (which may include
one or more redemption dates designated by the Company) in accordance with the
terms of the Debt Securities of such series. Such a trust may only be
established if, among other things:

(i) no Event of Default or event which with the giving of notice or lapse
of time, or both, would become an Event of Default under the Indenture
shall have occurred and be continuing on the date of such deposit,

(ii) such deposit will not cause the Trustee to have any conflicting
interest with respect to other securities of the Company, and

(iii) the Company shall have delivered an Opinion of Counsel to the effect
that the Holders will not recognize income, gain or loss for Federal
income tax purposes as a result of such deposit or defeasance and will be
subject to Federal income tax in the same manner as if such defeasance
had not occurred.

In the event the Company omits to comply with its remaining obligations
under the Indenture after a defeasance of the Indenture with respect to the Debt
Securities of any series as described under clause (2) above and the Debt
Securities of such series are declared due and payable because of the occurrence
of any Event of Default, the amount of money and U.S. Government Obligations on
deposit with the Trustee may be insufficient to pay amounts due on the Debt
Securities of such series at the time of the acceleration resulting from such
Event of Default. However, the Company will remain liable in respect of such
payments. (Article Thirteen)

CONCERNING THE TRUSTEE

The Chase Manhattan Bank, the Trustee under the Indenture, has a $36.5
million participation under a revolving credit agreement among the Company and
certain banks named therein providing for aggregate borrowings by the Company
thereunder of a maximum of $400 million, none of which was outstanding at
September 30, 1998. In the ordinary course of business, The Chase Manhattan Bank
provides custody and trust services for certain of the Company's businesses from
time to time.

8
<PAGE>
PLAN OF DISTRIBUTION

We may sell the Debt Securities through agents, underwriters or dealers, or
directly to one or more purchasers. Goldman, Sachs & Co. and J. P. Morgan
Securities Inc. may be among such agents or underwriters. Goldman, Sachs & Co.
performs various investment banking services for the Company. In the ordinary
course of their respective businesses, J.P. Morgan Securities Inc. and its
affiliates have engaged, and may in the future engage, in commercial banking
and/or investment banking transactions with the Company or its affiliates.

AGENTS

We may designate agents who agree to use their reasonable efforts to solicit
purchases for the period of their appointment to sell Debt Securities on a
continuing basis.

UNDERWRITERS

If we use underwriters for a sale of Debt Securities, the Debt Securities
will be acquired by the underwriters for their own account. The underwriters may
resell the Debt Securities in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The obligations of the underwriters to purchase the Debt
Securities will be subject to certain conditions. The underwriters will be
obligated to purchase all the Debt Securities of the series offered if any of
the Debt Securities of that series are purchased. Any initial public offering
price and any discounts or concessions allowed or re-allowed or paid to dealers
may be changed from time to time.

DIRECT SALES

We may also sell Debt Securities directly to one or more purchasers without
using underwriters or agents.

Underwriters, dealers, and agents that participate in the distribution of
the Debt Securities may be underwriters as defined in the Securities Act of
1933, and any discounts or commissions they receive from us and any profit on
their resale of the Debt Securities may be treated as underwriting discounts and
commissions under the Securities Act. Any underwriters, dealers or agents will
be identified and their compensation described in the Applicable Prospectus
Supplement. We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act. Underwriters, dealers and agents may engage in transactions
with or perform services for us or our subsidiaries in the ordinary course of
their businesses.

VALIDITY OF DEBT SECURITIES

The validity of the Debt Securities will be passed upon for the Company by
Bruce A. Backberg, Senior Vice President and Chief Legal Counsel of the Company,
and for the underwriters or agents, as the case may be, by Sullivan & Cromwell,
New York, New York. Mr. Backberg may rely as to matters of New York law upon the
opinion of Sullivan & Cromwell, and Sullivan & Cromwell may rely as to matters
of Minnesota law upon the opinion of Mr. Backberg. Sullivan & Cromwell have from
time to time rendered certain legal services to the Company.

EXPERTS

The combination of the Company and its subsidiaries and USF&G Corporation
and its subsidiaries is reflected in the supplemental consolidated balance
sheets as of December 31, 1997 and 1996, and the related supplemental
consolidated statements of income, shareholders' equity, comprehensive income
and cash flows for each of the years in the three-year period ended December 31,
1997, which appear in the Company's Current Report on Form 8-K filed on October
6, 1998 (USF&G Corporation's financial statements were not presented separately
in this Current Report on Form 8-K), have been

9
<PAGE>
incorporated herein by reference in reliance upon the reports of KPMG Peat
Marwick LLP and Ernst & Young LLP, independent certified public accountants,
incorporated herein by reference, and upon the authority of said firms as
experts in accounting and auditing. The historical consolidated financial
statements of the Company and its subsidiaries and the related financial
statement schedules, as of December 31, 1997 and 1996, and for each of the years
in the three-year period ended December 31, 1997, which appear or are
incorporated by reference in the Company's Current Report on Form 8-K filed on
February 26, 1998 and in the Company's Annual Report on Form 10-K for the year
ended December 31, 1997, prior to their restatement for the pooling-of-interests
with USF&G Corporation, have been incorporated herein by reference in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated herein by reference, and upon the authority of said
firm as experts in accounting and auditing. The consolidated statements of
financial condition of USF&G Corporation and its subsidiaries as of December 31,
1997 and 1996, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1997, which appear in the Company's Current Report on
Form 8-K filed on April 24, 1998, have been audited by Ernst & Young LLP,
independent certified public accountants, as stated in their report thereon
dated February 20, 1998 and incorporated herein by reference. Such financial
statements have been incorporated herein by reference in reliance upon the
report given upon the authority of such firm as experts in accounting and
auditing.

10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<S> <C> <C>
SEC registration fee........................................... $ 122,320
Accountants' fees and expenses................................. 40,500
Attorneys' fees and expenses................................... 80,000
Printing and engraving expenses................................ 30,000
Fees and expenses of trustee................................... 3,000
Rating agencies' fees.......................................... 250,000
Miscellaneous.................................................. 5,000
-
---------
Total........................................................ $ 530,820*
-
-
---------
---------
</TABLE>

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

* All fees and expenses other than the SEC registration fee are estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company is subject to Minnesota Statutes, Chapter 302A. Minnesota
Statutes, Section 302A.521, provides that a corporation shall indemnify any
person made or threatened to be made a party to a proceeding by reason of the
former or present official capacity (as defined) of such person against
judgments, penalties, fines, including, without limitation, excise taxes
assessed against such person with respect to an employee benefit plan,
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan; (2) acted in good faith; (3) received no
improper personal benefit and Section 302A.255 (with respect to director
conflicts of interest), if applicable, has been satisfied; (4) in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and (5) reasonably believed that the conduct was in the best interests
of the corporation in the case of acts or omissions in such person's official
capacity for the corporation, or, in the case of acts or omissions in such
person's official capacity for other affiliated organizations, reasonably
believed that the conduct was not opposed to the best interests of the
corporation.

The Bylaws of the Company provide that, subject to the limitations of the
next sentence, it will indemnify and make permitted advances to a person made or
threatened to be made a party to a proceeding by reason of his former or present
official capacity against judgments, penalties, fines (including without
limitation excise taxes assessed against the person with respect to an employee
benefit plan), settlements and reasonable expenses (including without limitation
attorneys' fees and disbursements) incurred by him in connection with the
proceeding in the manner and to the fullest extent permitted or required by
Section 302A.521. Notwithstanding the foregoing, the Company will neither
indemnify nor make advances under Section 302A.521 to any person who at the time
of the occurrence or omission claimed to have given rise to the matter which is
the subject of the proceeding only had an agency relationship to the Company and
was not at that time an officer, director or employee thereof unless such person
and the Company were at that time parties to a written contract for
indemnification or advances with respect to such matter or unless the board
specifically authorizes such indemnification or advances.

The Company has directors' and officers' liability insurance policies, with
coverage of up to $150 million, subject to various deductibles and exclusions
from coverage.

II-1
<PAGE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS (CONTINUED)
In the Underwriting Agreement the Underwriters will agree to indemnify,
under certain conditions, the Company, its directors, certain of its officers
and persons who control the Company within the meaning of the Securities Act of
1933, against certain liabilities.

ITEM 16. EXHIBITS

<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement and Pricing Agreement. (1)
4.1 Indenture, dated as of March 31, 1990, between the Company and The Chase Manhattan
Bank, as Trustee. (1)
5.1 Opinion and consent of Bruce A. Backberg, Esq.
5.2 Opinion and Consent of Sullivan & Cromwell.
12.1 Statement re computation of ratios.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Bruce A. Backberg, Esq. (included as part of Exhibit 5.1).
23.4 Consent of Sullivan & Cromwell (included as part of Exhibit 5.2).
24.1 Powers of attorney from officers and directors of the Company signing by an
attorney-in-fact.
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended,
of The Chase Manhattan Bank.
</TABLE>

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

(1) Incorporated by reference to the same numbered Exhibit to the Company's
Registration Statement on Form S-3, No. 33-50115.

ITEM 17. UNDERTAKINGS

1. The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;

PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration
Statement.

(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial BONA FIDE offering thereof.

(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

II-2
<PAGE>
ITEM 17. UNDERTAKINGS (CONTINUED)
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.

3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described
under Item 15 above, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted
against the Registrant by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

II-3
<PAGE>
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-3 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 and State of Minnesota, on the 12th day of
November, 1998.

By: /s/ BRUCE A. BACKBERG

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

Bruce A. Backberg, Esq.
SENIOR VICE PRESIDENT AND
CHIEF LEGAL COUNSEL

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on November 12, 1998 by the
following persons in the capacities indicated:

SIGNATURE TITLE
- --------------------------------------------- -------------------------

/s/ DOUGLAS W. LEATHERDALE Director, Chairman of the
------------------------------------------- Board, President and
Douglas W. Leatherdale Chief Executive Officer

*
------------------------------------------- Director and Vice
Norman P. Blake Chairman of the Board

*
------------------------------------------- Director
H. Furlong Baldwin

*
------------------------------------------- Director
Michael R. Bonsignore

*
------------------------------------------- Director
John H. Dasburg

*
------------------------------------------- Director
W. John Driscoll

*
------------------------------------------- Director
Kenneth M. Duberstein

II-4
<PAGE>

SIGNATURE TITLE
- --------------------------------------------- -------------------------

*
------------------------------------------- Director
Pierson M. Grieve

*
------------------------------------------- Director
Thomas R. Hodgson

*
------------------------------------------- Director
David G. John

*
------------------------------------------- Director
William H. Kling

*
------------------------------------------- Director
Bruce K. MacLaury

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

*
------------------------------------------- Director
Anita M. Pampusch

*
------------------------------------------- Director
Gordon M. Sprenger

/s/ PAUL J. LISKA Executive Vice President
------------------------------------------- and
Paul J. Liska Chief Financial Officer

Senior Vice President and
/s/ THOMAS A. BRADLEY Corporate Controller
------------------------------------------- (Principal Accounting
Thomas A. Bradley Officer)

*By: /S/ SANDRA ULSAKER WIESE
--------------------------------------
Sandra Ulsaker Wiese, ATTORNEY-IN-FACT

II-5
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.
- -----------
<C> <S> <C>
1.1 Form of Underwriting Agreement and Pricing Agreement(1)

4.1 Indenture, dated as of March 31, 1990, between the Company and The Chase
Manhattan Bank, as Trustee(1)

5.1 Opinion and consent of Bruce A. Backberg, Esq.

5.2 Opinion and consent of Sullivan & Cromwell

12.1 Statement re computation of ratios

23.1 Consent of KPMG Peat Marwick LLP

23.2 Consent of Ernst & Young LLP

23.3 Consent of Bruce A. Backberg, Esq. (included as part of Exhibit 5.1)

23.4 Consent of Sullivan & Cromwell (included as part of Exhibit 5.2)

24.1 Power of attorney from officers and directors of the Company signing by an
attorney-in-fact

25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Chase Manhattan Bank
</TABLE>

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

(1) Incorporated by reference to the same numbered Exhibit to the Company's
Registration Statement on Form S-3, No. 33-50115.

<PAGE>
EXHIBIT 5.1
OPINION AND CONSENT

November 12, 1998

The St. Paul Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102

Dear Sirs:

In connection with the registration under the Securities Act of 1933 (the "Act")
of $440,000,000 aggregate principal amount of debt securities (the "Securities")
of The St. Paul Companies, Inc., a Minnesota corporation (the "Company"), I, as
Chief Legal Counsel of the Company, have examined such corporate records,
certificates and other documents, and such questions of law, as I have
considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination, I advise you that, in my opinion:

The Company has been duly incorporated and is validly existing under the laws of
the State of Minnesota.

When the registration statement relating to the Securities has become effective
under the Act, the use of the Indenture relating to the Securities has been duly
authorized by the Company, the terms of the Securities and of their issuance and
sale have been duly established by all necessary corporate action in conformity
with the Indenture so as not to violate any applicable law or result in a
default under or breach of any agreement or instrument binding upon the Company
and so as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company, and the Securities have
been duly executed and authenticated in accordance with the Indenture and issued
and sold as contemplated in the Registration Statement, the Securities will
constitute valid and legally binding obligations of the Company, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equitable principles.

I note that, as of the date of this opinion, a judgment for money in an action
based on a Security denominated in a foreign currency or currency unit in a
Federal or state court in the United States ordinarily would be enforced in the
United States only in United States dollars. The date used to determine the rate
of conversion of the foreign currency or currency unit in which a particular
Security is denominated into United States dollars will depend upon various
factors, including which court renders the judgment. In the case of a Security
denominated in a foreign currency, a state court in the State of New York
rendering a judgment on such Security would be required under Section 27 of the
New York Judiciary Law to render such judgment in the foreign currency in which
the Security is denominated, and such judgment would be converted into United
States dollars at the exchange rate prevailing on the date of entry of the
judgment.

The foregoing opinion is limited to the Federal laws of the United States and
the laws of the States of New York and Minnesota, and I am expressing no opinion
as to the effect of the laws of any other jurisdiction. With respect to all
matters of New York Law, I have relied upon the opinion, dated the date hereof,
of Sullivan & Cromwell, and my opinion is subject to the same assumptions,
qualifications and limitations with respect to such matters as are contained in
such opinion of Sullivan & Cromwell.

Also, I have relied as to certain matters on information obtained from public
officials, officers of the Company and other sources believed by me to be
responsible, and I have assumed that the Indenture has been duly authorized,
executed and delivered by the Trustee thereunder, an assumption which I have not
independently verified.
<PAGE>
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to me under the heading "Validity of Debt
Securities" in the Prospectus. In giving such consent, I do not thereby admit
that I am in the category of persons whose consent is required under Section 7
of the Act.

Very truly yours,

/s/ BRUCE A. BACKBERG
Bruce A. Backberg
Chief Legal Counsel

<PAGE>
Exhibit 5.2
Opinion and Consent

November 12, 1998

The St. Paul Companies, Inc.,
385 Washington Street,
St. Paul, Minnesota 55102.

Dear Sirs:

In connection with the registration under the Securities Act of 1933 (the
"Act") of $440,000,000 aggregate principal amount of debt securities (the
"Securities") of The St. Paul Companies, Inc., a Minnesota corporation (the
"Company"), we, as your special counsel, have examined such corporate records,
certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination, we advise you that, in our opinion, when
the Registration Statement has become effective under the Act, the use of the
Indenture relating to the Securities has been duly authorized by the Company,
the terms of the Securities and of their issuance and sale have been duly
established by all necessary corporate action in conformity with the Indenture
so as not to violate any applicable law or result in a default under or breach
of any agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, and the Securities have been duly executed and
authenticated in accordance with the Indenture and issued and sold as
contemplated in the Registration Statement, the Securities will constitute valid
and legally binding obligations of the Company, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.

We note that, as of the date of this opinion, a judgment for money in an
action based on a Security denominated in a foreign currency or currency unit in
a Federal or state court in the United States ordinarily would be enforced in
the United States only in United States dollars. The date used to determine the
rate conversion of the foreign currency or currency unit in which a particular
Security is denominated into United States dollars will depend upon various
factors, including which court renders the judgement. In the case of a Security
denominated in a foreign currency, a state court in the State of New York
rendering a judgement on such Security would be required under Section 27 of the
New York Judiciary Law to render such judgement in the foreign currency in which
the Security is denominated, and such judgement would be converted into United
States dollars at the exchange rate prevailing on the date of entry of the
judgement.

The foregoing opinion is limited to the Federal laws of the United States
and the laws of the States of New York and Minnesota and we are expressing no
opinion as to the effect of the laws of any other jurisdiction. With respect to
all matters of Minnesota law, we have relied upon the opinion, dated November
12, 1998, of Bruce A. Backberg, Chief Legal Counsel of the Company, and our
opinion is subject to the same assumptions, qualifications and limitations with
respect to such matters as are contained in such opinion of Mr. Backberg.

Also, with your approval, we have relied as to certain matters on
information obtained from public officials, officers of the Company and other
sources believed by us to be responsible, and we have assumed that the Indenture
has been duly authorized, executed and delivered by the Trustee thereunder,
assumptions which we have not independently verified.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Validity
of Debt Securities" in the Prospectus. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act.

Very truly yours,

/s/ SULLIVAN & CROMWELL

<PAGE>
EXHIBIT 12.1
STATEMENT RE COMPUTATION OF RATIOS

THE ST. PAUL COMPANIES, INC. AND SUBSIDIARIES
Computation of Ratios
(In thousands, except ratios)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
-------------------- -----------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS (LOSS):

Income (loss) before income
taxes (164,308) 974,714 1,335,708 991,098 896,742 577,272 777,378

Add: fixed charges 80,645 88,783 116,677 126,463 129,726 254,355 127,881
--------- --------- --------- --------- --------- --------- ---------

Income (loss), as adjusted (83,663) 1,063,497 1,452,385 1,117,561 1,026,468 831,627 905,259

FIXED CHARGES AND PREFERRED
DIVIDENDS:

Fixed charges:

Interest costs 58,627 65,697 86,202 87,419 90,800 76,659 81,921

Rental expense(1) 22,018 23,086 30,475 39,044 38,926 177,696 45,960
--------- --------- --------- --------- --------- --------- ---------

Total fixed charges 80,645 88,783 116,677 126,463 129,726 254,355 127,881

Preferred stock dividends 12,771 13,168 19,810 38,092 46,098 64,337 66,488

Dividend on monthly income
preferred securities 28,207 23,818 33,312 12,585 7,763 -- --
--------- --------- --------- --------- --------- --------- ---------

Total fixed charges and
preferred dividends 121,623 125,769 169,799 177,140 183,587 318,692 194,369

Ratio of earnings to fixed
charges (2) -- 11.98 12.45 8.84 7.91 3.27 7.08

Ratio of earnings to combined
fixed charges and preferred
stock dividends (2) -- 8.46 8.55 6.31 5.59 2.61 4.66
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
</TABLE>

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

(1) Interest portion deemed implicit in total rent expense.

(2) The year-to-date 1998 loss is inadequate to cover "fixed charges" by $164.3
million and "combined fixed charges and preferred stock dividends" by $205.3
million.

<PAGE>
EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
The St. Paul Companies, Inc.:

We consent to the use of our reports incorporated herein by reference in the
Registration Statement (No. 333-06465) on Form S-3 of The St. Paul Companies,
Inc. and to the references to our firm under the heading "Experts" in the
prospectus. Our report which appears in the Form 8-K of The St. Paul Companies,
Inc. filed with the Securities and Exchange Commission on October 6, 1998,
states the consolidated financial statements of USF&G Corporation, a
wholly-owned subsidiary of The St. Paul Companies, Inc., which statements
reflect total assets constituting 43 percent and 41 percent as of December 31,
1997 and 1996 and total revenues constituting 35 percent, 38 percent and 41
percent for the years ended December 31, 1997, 1996 and 1995, respectively, of
the related consolidated totals were audited by other auditors whose report has
been furnished to us, and our opinion, insofar as it relates to the amounts
included for USF&G Corporation, is based solely on the report of such other
auditors.

/s/ KPMG PEAT MARWICK LLP
Minneapolis, Minnesota
November 12, 1998

<PAGE>
EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated February 20, 1998, included in USF&G Corporation's
Current Report on Form 8-K dated February 26, 1998, with respect to the
consolidated financial statements and schedules of USF&G Corporation (these
financial statements and schedules are not presented herein) incorporated by
reference in this Registration Statement on Form S-3 of The St. Paul Companies,
Inc.

/s/ ERNST & YOUNG

Baltimore, Maryland
November 6, 1998

<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The
St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby
make, nominate and appoint Kathleen Chagnon and Sandy Ulsaker Wiese, or either
of them, to be my attorney-in-fact, with full power and authority to sign on my
behalf a Registration Statement on Form S-3 for the registration of debt
securities of The St. Paul Companies, Inc. (the "Registration Statement"), under
the authority granted by the Board of Directors of The St. Paul at its November
3, 1998 meeting, to be filed by The St. Paul with the Securities and Exchange
Commission, and any and all amendments thereto, and to file the same, with all
exhibits thereto and all other documents in connection therewith, with the
Securities and Exchange Commission, provided that the Registration Statement and
any amendments thereto, in their final form, are reviewed by said
attorney-in-fact, and shall have the same force and effect as though I had
manually signed such Registration Statement or amendments..

Signature: /s/ NORMAN P. BLAKE

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

Name: Norman P. Blake