UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


    Date of report (Date of earliest event reported): Commission File Number
                     January 22, 1998                         1-8233




                                USF&G CORPORATION
               (Exact Name of Registrant as Specified in Charter)



                               Maryland 52-1220567
           (State of Incorporation) (IRS Employer Identification No.)



                 6225 Centennial Way, Baltimore, Maryland 21209
                    (Address of Principal Executive Offices)

                                 (410) 547-3000
              (Registrant's telephone number, including area code)




<PAGE>

Item 5. Other Events

     USF&G previously has announced the consummation of the acquisition of Titan
Holdings,  Inc. ("Titan") on December 22, 1997. Under the terms of the Agreement
and Plan of Merger  among USF&G,  United  States  Fidelity and Guaranty  Company
("USF&G  Company") and Titan,  the shareholders of Titan were provided the right
to elect to receive  (a) $10.94  in cash and  0.4951 of a share of USF&G  common
stock (the "Standard  Election"),  (b) $21.88 in cash (the "Cash Consideration")
or (c) 0.9902 of a share of USF&G common stock (the "Stock  Consideration"),  in
each case subject to the prorations described in the Proxy  Statement/Prospectus
dated November 18, 1997 related to the merger.  The period for making  elections
by holders of Titan  common  stock was set to expire on  January  22,  1998 (the
"Election Deadline").

     Since the date on which the Election and Transmittal Form was sent to Titan
shareholders, The St. Paul Companies, Inc. ("St. Paul") and USF&G announced that
they have entered  into an Agreement  and Plan of Merger dated as of January 19,
1998  providing  for the merger of USF&G with a  subsidiary  of St.  Paul.  As a
result of the proposed  merger,  USF&G will become a subsidiary of St. Paul. The
transaction will provide shareholders of USF&G with St. Paul common stock having
a value determined  according to an exchange ratio based on the average price of
St. Paul common stock over a defined  period prior to the  shareholders  meeting
for the merger (the  "Average St. Paul Stock  Price").  The exchange  ratio will
adjust to  deliver  USF&G  shareholders  $22.00 per share in value to the extent
that the Average St. Paul Stock Price is between $74.00 and $78.00 per share. If
the Average St. Paul Price exceeds  $78.00 per share,  USF&G  shareholders  will
receive  .2821 St.  Paul  shares for each USF&G  share.  If the Average St. Paul
Stock Price falls below $74.00,  USF&G  shareholders will receive .2973 St. Paul
shares for each USF&G share.


     On January  16,  1998,  the last  trading  day before  announcement  of the
proposed merger with St. Paul, the closing price of St. Paul common stock on the
New York Stock Exchange  ("NYSE") was $78.125 per share and the closing price of
USF&G common stock on the NYSE was $21.4375 per share.  On January 20, 1998, the
day after the  announcement  of the proposed  merger with St. Paul,  the closing
price of St. Paul common stock on the NYSE was $85.125 per share and the closing
price of USF&G common stock on the NYSE was $23.4375 per share.


     As a result of the announcement of the proposed merger with St. Paul, USF&G
has extended the Election  Deadline  until February 11, 1998, and all holders of
Titan common stock are being provided an opportunity to modify their  elections,
if they so choose.  Any such  modification must be mailed or provided to USF&G's
Transfer Agent, which is The Bank of New York, Reorganization Services, P.O. Box
11248,  Church Street  Station,  New York, New York 10286  (1-800-507-9357).  In
addition,   USF&G  has  announced   that  it  will  pay  interest  on  the  Cash
Consideration  to be paid to the Titan  shareholders for the period from January
22, 1998 to February  11, 1998 at a rate equal to 7% per annum.  USF&G also will
pay  interest  at the same rate on the  dividend  of $0.07 per share  payable in
respect of USF&G common stock to be delivered in connection  with the merger for
the period from the January 31, 1998  payment  date for the dividend to February
11, 1998.

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly caused this Current  Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.


                                        USF&G CORPORATION



                                        By:   _________________________________
                                              /s/DAN L. HALE
                                              Dan L. Hale
                                              Executive Vice President and
                                              Chief Financial Officer

January 22, 1998
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

    Date of report (Date of earliest event reported): Commission File Number
                     January 22, 1998                         1-8233

                                USF&G CORPORATION
               (Exact Name of Registrant as Specified in Charter)

                               Maryland 52-1220567
           (State of Incorporation) (IRS Employer Identification No.)

                 6225 Centennial Way, Baltimore, Maryland 21209
                    (Address of Principal Executive Offices)

                                 (410) 547-3000
              (Registrant's telephone number, including area code)
Item 5. Other Events

     USF&G previously has announced the consummation of the acquisition of Titan
Holdings,  Inc. ("Titan") on December 22, 1997. Under the terms of the Agreement
and Plan of Merger  among USF&G,  United  States  Fidelity and Guaranty  Company
("USF&G  Company") and Titan,  the shareholders of Titan were provided the right
to elect to receive  (a) $10.94  in cash and  0.4951 of a share of USF&G  common
stock (the "Standard  Election"),  (b) $21.88 in cash (the "Cash Consideration")
or (c) 0.9902 of a share of USF&G common stock (the "Stock  Consideration"),  in
each case subject to the prorations described in the Proxy  Statement/Prospectus
dated November 18, 1997 related to the merger.  The period for making  elections
by holders of Titan  common  stock was set to expire on  January  22,  1998 (the
"Election Deadline").

     Since the date on which the Election and Transmittal Form was sent to Titan
shareholders, The St. Paul Companies, Inc. ("St. Paul") and USF&G announced that
they have entered  into an Agreement  and Plan of Merger dated as of January 19,
1998  providing  for the merger of USF&G with a  subsidiary  of St.  Paul.  As a
result of the proposed  merger,  USF&G will become a subsidiary of St. Paul. The
transaction will provide shareholders of USF&G with St. Paul common stock having
a value determined  according to an exchange ratio based on the average price of
St. Paul common stock over a defined  period prior to the  shareholders  meeting
for the merger (the  "Average St. Paul Stock  Price").  The exchange  ratio will
adjust to  deliver  USF&G  shareholders  $22.00 per share in value to the extent
that the Average St. Paul Stock Price is between $74.00 and $78.00 per share. If
the Average St. Paul Price exceeds  $78.00 per share,  USF&G  shareholders  will
receive  .2821 St.  Paul  shares for each USF&G  share.  If the Average St. Paul
Stock Price falls below $74.00,  USF&G  shareholders will receive .2973 St. Paul
shares for each USF&G share.

     On January  16,  1998,  the last  trading  day before  announcement  of the
proposed merger with St. Paul, the closing price of St. Paul common stock on the
New York Stock Exchange  ("NYSE") was $78.125 per share and the closing price of
USF&G common stock on the NYSE was $21.4375 per share.  On January 20, 1998, the
day after the  announcement  of the proposed  merger with St. Paul,  the closing
price of St. Paul common stock on the NYSE was $85.125 per share and the closing
price of USF&G common stock on the NYSE was $23.4375 per share.

     As a result of the announcement of the proposed merger with St. Paul, USF&G
has extended the Election  Deadline  until February 11, 1998, and all holders of
Titan common stock are being provided an opportunity to modify their  elections,
if they so choose.  Any such  modification must be mailed or provided to USF&G's
Transfer Agent, which is The Bank of New York, Reorganization Services, P.O. Box
11248,  Church Street  Station,  New York, New York 10286  (1-800-507-9357).  In
addition,   USF&G  has  announced   that  it  will  pay  interest  on  the  Cash
Consideration  to be paid to the Titan  shareholders for the period from January
22, 1998 to February  11, 1998 at a rate equal to 7% per annum.  USF&G also will
pay  interest  at the same rate on the  dividend  of $0.07 per share  payable in
respect of USF&G common stock to be delivered in connection  with the merger for
the period from the January 31, 1998  payment  date for the dividend to February
11, 1998.
SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly caused this Current  Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.

                                        USF&G CORPORATION

                                        By:   _________________________________
                                              /s/DAN L. HALE
                                              Dan L. Hale
                                              Executive Vice President and
                                              Chief Financial Officer

January 22, 1998