As filed with the Securities and Exchange Commission on November 25, 1998


                                                    Registration No. 333-       
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                          THE ST. PAUL COMPANIES, INC.
             (Exact name of registrant as specified in its charter)

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

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

                              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)

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

                           ST. PAUL MANAGEMENT LIMITED
                        EMPLOYEE SHARE PARTICIPATION PLAN
                            (Full title of the plan)

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

                             BRUCE A. BACKBERG, ESQ.
                  SENIOR VICE PRESIDENT AND CHIEF LEGAL OFFICER
                          THE ST. PAUL COMPANIES, INC.
                              385 WASHINGTON STREET
                            ST. PAUL, MINNESOTA 55102
                                 (651) 310-7911
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

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

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
           IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT

                          -----------------------------
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
===========================================================================================================================
<S>                                  <C>               <C>                     <C>                     <C>
                                                         PROPOSED MAXIMUM       PROPOSED MAXIMUM
   TITLE OF SECURITIES TO BE         AMOUNT TO BE       OFFERING PRICE PER     AGGREGATE OFFERING         AMOUNT OF
          REGISTERED                 REGISTERED(1)            SHARE(2)               PRICE(2)          REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
                                                                                                           
Common Stock, no par value
per share(3)                         9,000 shares          $36.7500              $330,750              $91.95
===========================================================================================================================
<FN>
(1)  In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement
     includes an indeterminate number of additional shares as may be issuable as a result of anti-dilution provisions
     described in the Plan.
(2)  Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under
     the Securities Act of 1933, as amended, on the basis of the average between the high and low reported sale prices
     of the Registrant's Common Stock on November 23, 1998, as reported on the New York Stock Exchange.
(3)  Each share of Common Stock includes a right to purchase a fractional share of the Registrant's Series A Preferred
     Stock (a "Right").
</FN>
</TABLE>

<PAGE>

                                       PART II

                                 INFORMATION REQUIRED
                            IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by The St. Paul Companies, Inc. (the
"Company" or the "Registrant") (File No. 0-3021) with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement: (1) the Company's Annual Report on Form 10-K for the
year ended December 31, 1997; (2) the Company's Quarterly Reports on Form 10-Q
for the periods ended March 31, 1998, June 30, 1998 and September 30, 1998; (3)
the Company's Current Reports on Form 8-K, dated January 19, 1998, January 26,
1998, February 26, 1998, April 24, 1998, April 27, 1998, May 5, 1998, May 14,
1998, May 22, 1998, June 8, 1998, July 8, 1998, August 3, 1998, August 20, 1998,
October 6, 1998, October 12, 1998, November 3, 1998; (4) all other reports filed
with the Commission by the Company pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since December
31, 1997; (5) the description of the Company's Common Stock, no par value (the
"Common Stock") contained in its Registration Statement on Form 8-A, including
any amendments or reports filed for the purpose of updating such description;
and (6) the description of the Company's Series A Preferred Stock and Rights to
purchase Series A Preferred Stock contained in its Registration Statement on
Form 8-A, including any amendments or reports filed for the purpose of updating
such description.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that deregisters all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.

         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 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.  To the extent that KPMG Peat Marwick LLP audits and reports on the
financial statements of the Company issued at future dates, and consents to the
use of their reports thereon, such financial statements also will be
incorporated by reference in this Registration Statement in reliance upon their
reports and said authority.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable - the Company's Common Stock and Rights to be offered
pursuant to this Registration Statement have been registered under Section 12 of
the Exchange Act as described in Item 3 of this Part II.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


                                          2
<PAGE>


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS. 

         Minnesota Statute Section 302A.521 provides that a Minnesota business
corporation shall indemnify any director, officer, or employee of the
corporation made or threatened to be made a party to a proceeding, by reason of
the former or present official capacity (as defined) of the person, against
judgments, penalties, fines, settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms regarding
such right of indemnification and reference is made thereto for a complete
statement of such indemnification rights.

         The Bylaws of the Company provide, subject to certain exceptions, that
directors and officers of the Company and certain others shall be indemnified by
the Company to the fullest extent permitted or required by Minnesota Statute
Section 302A.521.

         The Company maintains directors' and officers' liability insurance,
including a reimbursement policy in favor of the Company.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable - no securities are to be re-offered or resold pursuant
to this Registration Statement.


ITEM 8.  EXHIBITS.

4.1      Articles of Incorporation of the Company (incorporated by reference to
         Exhibit 3(i) to the Company's Quarterly Report on Form 10-Q for the
         quarter ended June 30, 1995 (File No. 0-3021)).

4.2      Bylaws of the Company (incorporated by reference to Exhibit 3(ii) to
         the Company's Quarterly Report on Form 10-Q for the quarter ended March
         31, 1994 (File No. 0-3021)).

4.3      Amended and Restated Shareholder Protection Rights Agreement
         (incorporated by reference to Exhibit 4(i) to the Company's Quarterly
         Report on Form 10-Q for the quarter ended June 30, 1995 (File No.
         0-3021)).

5.1      Opinion and Consent of Sandra Ulsaker Wiese, Esq. (filed herewith
         electronically).

23.1     Consent of Sandra Ulsaker Wiese, Esq. (included in Exhibit 5.1).

23.2     Independent Auditors' Consent of KPMG Peat Marwick LLP (filed herewith
         electronically).

23.3     Independent Auditors' Consent of Ernst & Young LLP (filed herewith
         electronically).

24.1     Powers of Attorney (filed herewith electronically).



                                        3

<PAGE>


ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

    (1)  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 this registration statement (or the most
                recent post-effective amendment hereof) which, individually or
                in the aggregate, represent a fundamental change in the
                information set forth in this registration statement. 
                Notwithstanding the foregoing, any increase or decrease in
                volume of securities offered (if the total dollar value of
                securities offered would not exceed that which was registered)
                and any deviation from the low or high end of the estimated
                maximum offering range may be reflected in the form of
                prospectus filed with the Commission pursuant to Rule 424(b)
                under the Securities Act of 1933 if, in the aggregate, the
                changes in volume and price represent no more than a 20%
                change in the maximum aggregate offering price set forth in
                the "Calculation of Registration Fee" table in this
                registration statement;

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

         PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the Registrant pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934
         that are incorporated by reference in this registration statement.

    (2)  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.

    (3)  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.

         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 Section 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 this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


                                        4

<PAGE>


         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant, 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 Securities Act of 1933 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 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.


















                                        5

<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-8 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, State of Minnesota, on November 25, 1998.

                              THE ST. PAUL COMPANIES, INC.


                              By:  /s/ Bruce A. Backberg
                                 ------------------------------------------
                                   Bruce A. Backberg
                                   Senior Vice President and Chief Legal Officer



     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons and in the
capacities indicated on November 25, 1998:



/s/ Douglas W. Leatherdale                   Chairman, President and Chief
----------------------------------------     Executive Officer (Principal
Douglas W. Leatherdale                       Executive Officer)


/s/ Paul J. Liska                            Executive Vice President and
----------------------------------------     Chief Financial Officer (Principal
Paul J. Liska                                Financial Officer)


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


/s/ H. Furlong Baldwin*                      Director
----------------------------------------     
H. Furlong Baldwin                           


/s/ Norman P. Blake*                         Director
----------------------------------------
Norman P. Blake


/s/ Michael A. Bonsignore*                   Director
----------------------------------------
Michael A. Bonsignore


/s/ John H. Dasburg*                         Director
----------------------------------------
John H. Dasburg


/s/ W. John Driscoll*                        Director
----------------------------------------
W. John Driscoll


/s/ Kenneth M. Duberstein                    Director
----------------------------------------
Kenneth M. Duberstein


/s/ Pierson M. Grieve*                       Director
----------------------------------------
Pierson M. Grieve


/s/ Thomas R. Hodgson*                       Director
----------------------------------------
Thomas R. Hodgson



                                        6
<PAGE>


/s/ David G. John*                           Director
----------------------------------------
David G. John


/s/ William H. Kling*                        Director
----------------------------------------
William H. Kling


/s/ Bruce K. MacLaury*                       Director
----------------------------------------
Bruce K. MacLaury


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


/s/ Anita M. Pampusch*                       Director
----------------------------------------
Anita M. Pampusch


/s/ Gordon M. Sprenger*                      Director
----------------------------------------
Gordon M. Sprenger


*By:   /s/ Sandra Ulsaker Wiese
    ------------------------------------
       Sandra Ulsaker Wiese
       Attorney-in-Fact



                                          7

<PAGE>


                                  INDEX TO EXHIBITS


ITEM
----
 NO.                     ITEM                              METHOD OF FILING
 ---                     ----                              ----------------

4.1    Articles of Incorporation of the Company . . . .  Incorporated by
                                                         reference to Exhibit
                                                         3(i) to the Company's
                                                         Quarterly Report on
                                                         Form 10-Q for the
                                                         quarter ended June 30,
                                                         1995 (File No.
                                                         0-3021).

4.2    Bylaws of the Company. . . . . . . . . . . . . .  Incorporated by
                                                         reference to Exhibit
                                                         3(ii) to the Company's
                                                         Quarterly Report on
                                                         Form 10-Q for the
                                                         quarter ended March
                                                         31, 1994 (File No.
                                                         0-3021).

4.3    Amended and Restated Shareholder Protection
       Rights Agreement . . . . . . . . . . . . . . . .  Incorporated by
                                                         reference to Exhibit
                                                         4(i) to the Company's
                                                         Quarterly Report on
                                                         Form 10-Q for the
                                                         quarter ended June 30,
                                                         1995 (File No.
                                                         0-3021).

5.1    Opinion and Consent of Sandra Ulsaker Wiese, 
       Esq. . . . . . . . . . . . . . . . . . . . . . .  Filed herewith
                                                         electronically.

23.1   Consent of Sandra Ulsaker Wiese, Esq.. . . . . .  Included in Exhibit
                                                         5.1.

23.2   Independent Auditors' Consent of KPMG
       Peat Marwick LLP . . . . . . . . . . . . . . . .  Filed herewith
                                                         electronically.

23.3   Independent Auditors' Consent of Ernst &
       Young LLP. . . . . . . . . . . . . . . . . . . .  Filed herewith
                                                         electronically.

24.1   Powers of Attorney . . . . . . . . . . . . . . .  Filed herewith
                                                         electronically.





                                          8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23256}]
{"company-data": {"conformed-name": "ST PAUL COMPANIES INC /MN/", "cik": "0000086312", "assigned-sic": "6331", "irs-number": "410518860", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67983", "film-number": "98759733"}, "business-address": {"street1": "385 WASHINGTON ST", "city": "SAINT PAUL", "state": "MN", "zip": "55102", "phone": "6123107911"}, "former-company": {"former-conformed-name": "SAINT PAUL COMPANIES INC", "date-changed": "19900730"}}
As filed with the Securities and Exchange Commission on November 25, 1998

                                                    Registration No. 333-       
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                          THE ST. PAUL COMPANIES, INC.
             (Exact name of registrant as specified in its charter)

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

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

                              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)

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

                           ST. PAUL MANAGEMENT LIMITED
                        EMPLOYEE SHARE PARTICIPATION PLAN
                            (Full title of the plan)

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

                             BRUCE A. BACKBERG, ESQ.
                  SENIOR VICE PRESIDENT AND CHIEF LEGAL OFFICER
                          THE ST. PAUL COMPANIES, INC.
                              385 WASHINGTON STREET
                            ST. PAUL, MINNESOTA 55102
                                 (651) 310-7911
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

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

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
           IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT

                          -----------------------------
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
PROPOSED MAXIMUM       PROPOSED MAXIMUM
   TITLE OF SECURITIES TO BE         AMOUNT TO BE       OFFERING PRICE PER     AGGREGATE OFFERING         AMOUNT OF
          REGISTERED                 REGISTERED(1)            SHARE(2)               PRICE(2)          REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
                                                                                                           
Common Stock, no par value
per share(3)                         9,000 shares          $36.7500              $330,750              $91.95
===========================================================================================================================
(1)  In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement
     includes an indeterminate number of additional shares as may be issuable as a result of anti-dilution provisions
     described in the Plan.
(2)  Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under
     the Securities Act of 1933, as amended, on the basis of the average between the high and low reported sale prices
     of the Registrant's Common Stock on November 23, 1998, as reported on the New York Stock Exchange.
(3)  Each share of Common Stock includes a right to purchase a fractional share of the Registrant's Series A Preferred
     Stock (a "Right").
PART II

                                 INFORMATION REQUIRED
                            IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by The St. Paul Companies, Inc. (the
"Company" or the "Registrant") (File No. 0-3021) with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement: (1) the Company's Annual Report on Form 10-K for the
year ended December 31, 1997; (2) the Company's Quarterly Reports on Form 10-Q
for the periods ended March 31, 1998, June 30, 1998 and September 30, 1998; (3)
the Company's Current Reports on Form 8-K, dated January 19, 1998, January 26,
1998, February 26, 1998, April 24, 1998, April 27, 1998, May 5, 1998, May 14,
1998, May 22, 1998, June 8, 1998, July 8, 1998, August 3, 1998, August 20, 1998,
October 6, 1998, October 12, 1998, November 3, 1998; (4) all other reports filed
with the Commission by the Company pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since December
31, 1997; (5) the description of the Company's Common Stock, no par value (the
"Common Stock") contained in its Registration Statement on Form 8-A, including
any amendments or reports filed for the purpose of updating such description;
and (6) the description of the Company's Series A Preferred Stock and Rights to
purchase Series A Preferred Stock contained in its Registration Statement on
Form 8-A, including any amendments or reports filed for the purpose of updating
such description.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that deregisters all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.

         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 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.  To the extent that KPMG Peat Marwick LLP audits and reports on the
financial statements of the Company issued at future dates, and consents to the
use of their reports thereon, such financial statements also will be
incorporated by reference in this Registration Statement in reliance upon their
reports and said authority.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable - the Company's Common Stock and Rights to be offered
pursuant to this Registration Statement have been registered under Section 12 of
the Exchange Act as described in Item 3 of this Part II.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                          2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS. 

         Minnesota Statute Section 302A.521 provides that a Minnesota business
corporation shall indemnify any director, officer, or employee of the
corporation made or threatened to be made a party to a proceeding, by reason of
the former or present official capacity (as defined) of the person, against
judgments, penalties, fines, settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms regarding
such right of indemnification and reference is made thereto for a complete
statement of such indemnification rights.

         The Bylaws of the Company provide, subject to certain exceptions, that
directors and officers of the Company and certain others shall be indemnified by
the Company to the fullest extent permitted or required by Minnesota Statute
Section 302A.521.

         The Company maintains directors' and officers' liability insurance,
including a reimbursement policy in favor of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable - no securities are to be re-offered or resold pursuant
to this Registration Statement.

ITEM 8.  EXHIBITS.

4.1      Articles of Incorporation of the Company (incorporated by reference to
         Exhibit 3(i) to the Company's Quarterly Report on Form 10-Q for the
         quarter ended June 30, 1995 (File No. 0-3021)).

4.2      Bylaws of the Company (incorporated by reference to Exhibit 3(ii) to
         the Company's Quarterly Report on Form 10-Q for the quarter ended March
         31, 1994 (File No. 0-3021)).

4.3      Amended and Restated Shareholder Protection Rights Agreement
         (incorporated by reference to Exhibit 4(i) to the Company's Quarterly
         Report on Form 10-Q for the quarter ended June 30, 1995 (File No.
         0-3021)).

5.1      Opinion and Consent of Sandra Ulsaker Wiese, Esq. (filed herewith
         electronically).

23.1     Consent of Sandra Ulsaker Wiese, Esq. (included in Exhibit 5.1).

23.2     Independent Auditors' Consent of KPMG Peat Marwick LLP (filed herewith
         electronically).

23.3     Independent Auditors' Consent of Ernst & Young LLP (filed herewith
         electronically).

24.1     Powers of Attorney (filed herewith electronically).

                                        3
ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

    (1)  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 this registration statement (or the most
                recent post-effective amendment hereof) which, individually or
                in the aggregate, represent a fundamental change in the
                information set forth in this registration statement. 
                Notwithstanding the foregoing, any increase or decrease in
                volume of securities offered (if the total dollar value of
                securities offered would not exceed that which was registered)
                and any deviation from the low or high end of the estimated
                maximum offering range may be reflected in the form of
                prospectus filed with the Commission pursuant to Rule 424(b)
                under the Securities Act of 1933 if, in the aggregate, the
                changes in volume and price represent no more than a 20%
                change in the maximum aggregate offering price set forth in
                the "Calculation of Registration Fee" table in this
                registration statement;

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

         PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the Registrant pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934
         that are incorporated by reference in this registration statement.

    (2)  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.

    (3)  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.

         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 Section 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 this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                        4
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant, 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 Securities Act of 1933 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 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.

                                        5
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-8 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, State of Minnesota, on November 25, 1998.

                              THE ST. PAUL COMPANIES, INC.

                              By:  /s/ Bruce A. Backberg
                                 ------------------------------------------
                                   Bruce A. Backberg
                                   Senior Vice President and Chief Legal Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons and in the
capacities indicated on November 25, 1998:

/s/ Douglas W. Leatherdale                   Chairman, President and Chief
----------------------------------------     Executive Officer (Principal
Douglas W. Leatherdale                       Executive Officer)

/s/ Paul J. Liska                            Executive Vice President and
----------------------------------------     Chief Financial Officer (Principal
Paul J. Liska                                Financial Officer)

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

/s/ H. Furlong Baldwin*                      Director
----------------------------------------     
H. Furlong Baldwin                           

/s/ Norman P. Blake*                         Director
----------------------------------------
Norman P. Blake

/s/ Michael A. Bonsignore*                   Director
----------------------------------------
Michael A. Bonsignore

/s/ John H. Dasburg*                         Director
----------------------------------------
John H. Dasburg

/s/ W. John Driscoll*                        Director
----------------------------------------
W. John Driscoll

/s/ Kenneth M. Duberstein                    Director
----------------------------------------
Kenneth M. Duberstein

/s/ Pierson M. Grieve*                       Director
----------------------------------------
Pierson M. Grieve

/s/ Thomas R. Hodgson*                       Director
----------------------------------------
Thomas R. Hodgson

                                        6
/s/ David G. John*                           Director
----------------------------------------
David G. John

/s/ William H. Kling*                        Director
----------------------------------------
William H. Kling

/s/ Bruce K. MacLaury*                       Director
----------------------------------------
Bruce K. MacLaury

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

/s/ Anita M. Pampusch*                       Director
----------------------------------------
Anita M. Pampusch

/s/ Gordon M. Sprenger*                      Director
----------------------------------------
Gordon M. Sprenger

*By:   /s/ Sandra Ulsaker Wiese
    ------------------------------------
       Sandra Ulsaker Wiese
       Attorney-in-Fact

                                          7
INDEX TO EXHIBITS

ITEM
----
 NO.                     ITEM                              METHOD OF FILING
 ---                     ----                              ----------------

4.1    Articles of Incorporation of the Company . . . .  Incorporated by
                                                         reference to Exhibit
                                                         3(i) to the Company's
                                                         Quarterly Report on
                                                         Form 10-Q for the
                                                         quarter ended June 30,
                                                         1995 (File No.
                                                         0-3021).

4.2    Bylaws of the Company. . . . . . . . . . . . . .  Incorporated by
                                                         reference to Exhibit
                                                         3(ii) to the Company's
                                                         Quarterly Report on
                                                         Form 10-Q for the
                                                         quarter ended March
                                                         31, 1994 (File No.
                                                         0-3021).

4.3    Amended and Restated Shareholder Protection
       Rights Agreement . . . . . . . . . . . . . . . .  Incorporated by
                                                         reference to Exhibit
                                                         4(i) to the Company's
                                                         Quarterly Report on
                                                         Form 10-Q for the
                                                         quarter ended June 30,
                                                         1995 (File No.
                                                         0-3021).

5.1    Opinion and Consent of Sandra Ulsaker Wiese, 
       Esq. . . . . . . . . . . . . . . . . . . . . . .  Filed herewith
                                                         electronically.

23.1   Consent of Sandra Ulsaker Wiese, Esq.. . . . . .  Included in Exhibit
                                                         5.1.

23.2   Independent Auditors' Consent of KPMG
       Peat Marwick LLP . . . . . . . . . . . . . . . .  Filed herewith
                                                         electronically.

23.3   Independent Auditors' Consent of Ernst &
       Young LLP. . . . . . . . . . . . . . . . . . . .  Filed herewith
                                                         electronically.

24.1   Powers of Attorney . . . . . . . . . . . . . . .  Filed herewith
                                                         electronically.

                                          8