<PAGE>

As filed with the Securities and Exchange Commission on February 20, 1996
                                                    Registration No. 33-________

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

                       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 of incorporation)                       (I.R.S. Employer
                                                   Identification No.)
                            ------------------------

                              385 Washington Street
                           St. Paul, Minnesota  55102
                                 (612) 221-7911
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

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

                   THE ST. PAUL (UK) 1988 SHARE OPTION SCHEMES

                            (Full title of the plans)

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

                             Bruce A. Backberg, Esq.
                     Vice President and Corporate Secretary
                          The St. Paul Companies, Inc.
                              385 Washington Street
                           St. Paul, Minnesota  55102
                                 (612) 221-7911
          (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
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                        Proposed
                                        maximum        Proposed
Title of                                offering       maximum             Amount of
securities to be    Amount to be        price          aggregate           registration
registered          registered (1)      per share(2)   offering price(2)   fee
--------------------------------------------------------------------------------
<S>                 <C>                 <C>            <C>                 <C>
Common Stock,
no par value
per share(3) . . .  250,000 shares      $58.9375       $14,734,375         $5,081

</TABLE>


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

(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 herein.
(2)       Estimated solely for the purpose of calculating the amount of the
          registration fee, on the basis of the average of the high and low
          prices of the Registrant's Common Stock on the New York Stock Exchange
          on February 14, 1996.
(3)       Each share of Common Stock includes a right to purchase a fractional
          share of the Registrant's Series A preferred stock.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


<PAGE>

                                     PART II

                              INFORMATION REQUIRED
                          IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement:  (1) the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 0-3021); (2) the Company's Quarterly Reports on Form
10-Q for the periods ended March 31, June 30, and September 30, 1995 (File No.
0-3021); (3) all other reports filed 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, 1994; (4) the description of the Company's 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 (5) 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 financial statements of The St. Paul Companies, Inc. incorporated
by reference in this Registration Statement have been audited by KPMG Peat
Marwick LLP, independent certified public accountants, for the periods indicated
in their report thereon which is incorporated by reference in the Annual Report
on Form 10-K for the year ended December 31, 1994.  The financial statements
audited by KPMG Peat Marwick LLP have been incorporated herein by reference in
reliance on their report given on their authority as experts in accounting and
auditing.  To the extent that KPMG Peat Marwick LLP audits and reports on the
financial statements of The St. Paul Companies, Inc. issued at future dates, and
consents to the use of their reports thereon, such financial statements also
will be incorporated by reference in the Registration Statement in reliance upon
their reports and said authority.

Item 4.  DESCRIPTION OF SECURITIES.

          Not applicable -- the Company's Common Stock and Series A preferred
stock have been registered under Section 12 of the Exchange Act as described in
Item 3 of this Part II.

                                        1

<PAGE>

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

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.

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 Bruce A. Backberg, Esq.

23.1      Consent of Bruce A. Backberg, Esq. (included in Exhibit 5.1).

23.2      Consent of KPMG Peat Marwick LLP, Independent Certified Public
          Accountants.

24.1      Powers of Attorney.

28.1      Information from Reports Furnished to State Insurance Regulatory
          Authorities.

99.1      The St. Paul (UK) 1988 Share Option Schemes.

                                        2

<PAGE>

Item 9.  UNDERTAKINGS.

(a)       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 the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represents a fundamental change in the
               information set forth in the 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) 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 the effective
               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)(1)(i) and (a)(1)(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 Section 15(d) of the
          Securities Exchange Act of 1934 that are incorporated by reference in
          the 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.

(b)       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 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

<PAGE>

(c)       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 foregoing provisions, 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 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.

                                        4

<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 February 19, 1996.

                              THE ST. PAUL COMPANIES, INC.


                              By  /s/ Bruce A. Backberg
                                 ----------------------------------------------
                                   Bruce A. Backberg
                                   Vice President and Corporate Secretary

     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 February 19, 1996.


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


/s/ Patrick A. Thiele*             Executive Vice President and
------------------------------     Chief Financial Officer (Principal Financial
Patrick A. Thiele                  Officer) and a Director

/s/ Howard E. Dalton*              Senior Vice President and Chief Accounting
------------------------------     Officer (Principal Accounting Officer)
Howard E. Dalton


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


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


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


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


/s/ Ronald James*                  Director
------------------------------
Ronald James


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

                                        5

<PAGE>



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


/s/ Ian A. Martin*                 Director
------------------------------
Ian A. Martin


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


/s/ Anita M. Pampusch*             Director
------------------------------
Anita M. Pampusch, Ph.D.


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


*By /s/ Bruce A. Backberg
    --------------------------
          Bruce A. Backberg
          Attorney-in-Fact



                                        6

<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 Bruce A. Backberg,
          Esq..........................................  Filed herewith.

23.1      Consent of Bruce A. Backberg, Esq............  Included in
                                                         Exhibit 5.1.

23.2      Consent of KPMG Peat Marwick LLP,
          Independent Certified Public Accountants.....  Filed herewith.

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

28.1      Information from Reports Furnished
          to State Insurance Regulatory Authorities....  Incorporated by
                                                         reference to Exhibit 28
                                                         to the Company's Annual
                                                         Report on Form 10-K for
                                                         the year ended
                                                         December 31, 1994
                                                         (File No. 0-3021).

99.1      The St. Paul (UK) 1988 Share Option Schemes..  Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "S/8", "secsgml_size_bytes": 20434}]
{"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": "333-01065", "film-number": "96523340"}, "business-address": {"street1": "385 WASHINGTON ST", "city": "SAINT PAUL", "state": "MN", "zip": "55102", "phone": "6122217911"}, "former-company": {"former-conformed-name": "SAINT PAUL COMPANIES INC", "date-changed": "19900730"}}
As filed with the Securities and Exchange Commission on February 20, 1996
                                                    Registration No. 33-________

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

                       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 of incorporation)                       (I.R.S. Employer
                                                   Identification No.)
                            ------------------------

                              385 Washington Street
                           St. Paul, Minnesota  55102
                                 (612) 221-7911
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

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

                   THE ST. PAUL (UK) 1988 SHARE OPTION SCHEMES

                            (Full title of the plans)

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

                             Bruce A. Backberg, Esq.
                     Vice President and Corporate Secretary
                          The St. Paul Companies, Inc.
                              385 Washington Street
                           St. Paul, Minnesota  55102
                                 (612) 221-7911
          (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
Title of                                offering       maximum             Amount of
securities to be    Amount to be        price          aggregate           registration
registered          registered (1)      per share(2)   offering price(2)   fee
--------------------------------------------------------------------------------
Common Stock,
no par value
per share(3) . . .  250,000 shares      $58.9375       $14,734,375         $5,081
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

(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 herein.
(2)       Estimated solely for the purpose of calculating the amount of the
          registration fee, on the basis of the average of the high and low
          prices of the Registrant's Common Stock on the New York Stock Exchange
          on February 14, 1996.
(3)       Each share of Common Stock includes a right to purchase a fractional
          share of the Registrant's Series A preferred stock.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART II

                              INFORMATION REQUIRED
                          IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement:  (1) the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 0-3021); (2) the Company's Quarterly Reports on Form
10-Q for the periods ended March 31, June 30, and September 30, 1995 (File No.
0-3021); (3) all other reports filed 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, 1994; (4) the description of the Company's 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 (5) 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 financial statements of The St. Paul Companies, Inc. incorporated
by reference in this Registration Statement have been audited by KPMG Peat
Marwick LLP, independent certified public accountants, for the periods indicated
in their report thereon which is incorporated by reference in the Annual Report
on Form 10-K for the year ended December 31, 1994.  The financial statements
audited by KPMG Peat Marwick LLP have been incorporated herein by reference in
reliance on their report given on their authority as experts in accounting and
auditing.  To the extent that KPMG Peat Marwick LLP audits and reports on the
financial statements of The St. Paul Companies, Inc. issued at future dates, and
consents to the use of their reports thereon, such financial statements also
will be incorporated by reference in the Registration Statement in reliance upon
their reports and said authority.

Item 4.  DESCRIPTION OF SECURITIES.

          Not applicable -- the Company's Common Stock and Series A preferred
stock have been registered under Section 12 of the Exchange Act as described in
Item 3 of this Part II.

                                        1
Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

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.

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 Bruce A. Backberg, Esq.

23.1      Consent of Bruce A. Backberg, Esq. (included in Exhibit 5.1).

23.2      Consent of KPMG Peat Marwick LLP, Independent Certified Public
          Accountants.

24.1      Powers of Attorney.

28.1      Information from Reports Furnished to State Insurance Regulatory
          Authorities.

99.1      The St. Paul (UK) 1988 Share Option Schemes.

                                        2
Item 9.  UNDERTAKINGS.

(a)       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 the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represents a fundamental change in the
               information set forth in the 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) 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 the effective
               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)(1)(i) and (a)(1)(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 Section 15(d) of the
          Securities Exchange Act of 1934 that are incorporated by reference in
          the 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.

(b)       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 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
(c)       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 foregoing provisions, 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 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.

                                        4
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 February 19, 1996.

                              THE ST. PAUL COMPANIES, INC.

                              By  /s/ Bruce A. Backberg
                                 ----------------------------------------------
                                   Bruce A. Backberg
                                   Vice President and Corporate Secretary

     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 February 19, 1996.

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

/s/ Patrick A. Thiele*             Executive Vice President and
------------------------------     Chief Financial Officer (Principal Financial
Patrick A. Thiele                  Officer) and a Director

/s/ Howard E. Dalton*              Senior Vice President and Chief Accounting
------------------------------     Officer (Principal Accounting Officer)
Howard E. Dalton

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

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

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

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

/s/ Ronald James*                  Director
------------------------------
Ronald James

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

                                        5
/s/ Bruce K. MacLaury*             Director
------------------------------
Bruce K. MacLaury

/s/ Ian A. Martin*                 Director
------------------------------
Ian A. Martin

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

/s/ Anita M. Pampusch*             Director
------------------------------
Anita M. Pampusch, Ph.D.

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

*By /s/ Bruce A. Backberg
    --------------------------
          Bruce A. Backberg
          Attorney-in-Fact

                                        6
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 Bruce A. Backberg,
          Esq..........................................  Filed herewith.

23.1      Consent of Bruce A. Backberg, Esq............  Included in
                                                         Exhibit 5.1.

23.2      Consent of KPMG Peat Marwick LLP,
          Independent Certified Public Accountants.....  Filed herewith.

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

28.1      Information from Reports Furnished
          to State Insurance Regulatory Authorities....  Incorporated by
                                                         reference to Exhibit 28
                                                         to the Company's Annual
                                                         Report on Form 10-K for
                                                         the year ended
                                                         December 31, 1994
                                                         (File No. 0-3021).

99.1      The St. Paul (UK) 1988 Share Option Schemes..  Filed herewith.