<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
ANNUAL REPORT
PURSUANT OT SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
X Annual Report Pursuant to Section 15(d) of the
--- Securities Exchange Act of 1934
or
Transition Report Pursuant to Section 15(d) of
--- the Securities Exchange Act of 1934
for the transition period from to .
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For the fiscal year ended December 31, 1998
Commission file number 0-3021
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A. Full title of the plan and the address of the
plan, if different from that of the issuer named below:
Titan Holdings Service Corporation 401(k) Plan (formerly
known as Titan Holdings, Inc. 401(k) Plan)
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive office:
THE ST. PAUL COMPANIES, INC.
385 WASHINGTON STREET
ST. PAUL MINNESOTA 55102
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REQUIRED INFORMATION
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The Titan Holdings Service Corporation 401(k) Plan (the "Plan") is
subject to the financial reporting requirements of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). In
accordance with Instruction E to Form 11-K, the Plan financial
statements and schedules prepared in accordance with the financial
reporting requirements of ERISA are filed in paper under cover of
Form SE.
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EXHIBIT INDEX
Exhibit
Number Description
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23.1 Consent of Independent Auditors
23.2 Consent of Independent Accountants
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees have duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly
authorized.
Titan Holdings Service Corporation 401(k) Plan
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(Name of Plan)
Date: June 29, 1999 /s/ Bruce Allen Massey
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Name: Bruce Allen Massey
Title: Human Resources Manager
Titan Holdings Service
Corporation and Plan
Administrator
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EXHIBIT 23.1
Consent of Independent Auditors
Trustees
Titan Holdings Service Corporation 401(k) Plan:
We consent to incorporation by reference in the registration
statement (No. 333-50937) on Form S-8 dated April 24, 1998 of St. Paul
Companies, Inc. of our report dated June 18, 1999, relating to the
statement of net assets available for plan benefits of the Titan
Holdings Service Corporation 401(k) Plan as of December 31, 1998, and
the related statement of changes in net assets available for plan
benefits for the year then ended and all related schedules, which
report appears in the December 31, 1998, annual report on Form 11-K of
Titan Holdings Service Corporation 401(k) Plan.
/s/ KPMG LLP
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KPMG LLP
San Antonio, Texas
June 28, 1999
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EXIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
Trustees
Titan Holdings Service Corporation 401(k) Plan:
We consent to incorporation by reference in the Registration
Statement on Form S-8 (333-50937) dated April 24, 1998, of St. Paul
Companies, Inc. of our report dated June 26, 1998, relating to the
statement of net assets available for plan benefits of the Titan
Holdings Service Corporation 401(k) Plan (formerly Titan Holdings,
Inc. 401(k) Plan) as of December 31, 1997, which report appears in the
December 31, 1998 annual report on Form 11-K of the Plan.
/s/ ERNST & YOUNG LLP
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ERNST & YOUNG LLP
Houston, Texas
June 28, 1999
