<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:
Victoria Financial Corporation 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 Victoria Financial 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 Independent Auditors' Consent
23.2 Consent of Independent Auditors
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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.
Victoria Financial Corporation 401(k) Plan
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(Name of Plan)
Date: July 7, 1999 /s/ Terry Nolan
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Name: Terry Nolan
Title: Vice President, Human Resources
Victoria Financial Corporation
and Plan Administrator
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EXHIBIT 23.1
Independent Auditors' Consent
The Plan Administrator
Victoria Financial Corporation 401(K) Plan:
We consent to the incorporation by reference in the Registration
Statement No. 333-50935 on Form S-8 of the Victoria Financial
Corporation 401(k) Plan of our report dated June 11, 1999, relating
to the statement of net assets available for benefits, with fund
information, as of December 31, 1998 of the Victoria Financial
Corporation 401(k) Plan, and the related statement of changes
in net assets available for benefits, with fund information,
for the year then ended, which report appears in the Form 11-K
for the Victoria Financial Corporation.
/s/ KPMG LLP
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KPMG LLP
Columbus, Ohio
July 6, 1999
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-59535) pertaining to the Victoria
Financial Corporation 401(k) Plan of our report dated July 7, 1998,
with respect to the financial statements and schedules of the
Victoria Financial Corporation 401(k) Plan included in this
Annual Report (Form 11-K) for the year ended December 31, 1997.
/s/ ERNST & YOUNG LLP
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ERNST & YOUNG LLP
Cleveland, Ohio
June 29, 1999
