<PAGE>

As filed with the Securities and Exchange Commission on April 15, 1997
                                                    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
                                    (612) 310-7911
                 (Address, including zip code, and telephone number,
               including area code, of registrant's principal executive
                                       offices)

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

               THE ST. PAUL HOLDINGS 1996 (NO. 1) SHARE OPTION PLAN AND
               THE ST. PAUL HOLDINGS 1996 (NO. 2) SHARE OPTION SCHEME
                              (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) 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
<TABLE>
<CAPTION>
 
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
                                                  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
--------------------------------------------------------------------------------------------------------------------
<S>                           <C>                <C>                      <C>                      <C>
Common Stock, no par value
per share(3)                  150,000 shares          $65.9375                $9,890,625               $2,997.16
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
</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 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 April 8, 1997, 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").
--------------------------------------------------------------------------------


<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") 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,
1996 (File No. 0-3021); (2) the Company's Current Report on Form 8-K, dated
January 27, 1997 (File No. 0-3021); (3) the Company's Current Report on Form
8-K, dated February 7, 1997 (File No. 0-3021); (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, 1996;
(5) the description of the Company's common stock, no par value (the "Common
Stock") contained in its Registration Statement on Form 8-A (File No. 0-3021),
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 consolidated financial statements and financial statement
schedules of the Company 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 reports thereon, which
are included in or incorporated by reference in the Company's Annual Report on 
Form 10-K for the year ended December 31, 1996.  These consolidated financial 
statements and financial statement schedules audited by KPMG Peat Marwick LLP 
have been incorporated 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 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 Bruce A. Backberg, Esq.

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

23.2   Independent Auditors' Consent of KPMG Peat Marwick LLP.

24.1   Powers of Attorney.


                                          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 the registration statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represent 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) 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
                   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 (1)(i) and (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 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 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.

    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.


                                          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 April 14, 1997.

                                  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 April 14, 1997:

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


/s/ Patrick A. Thiele*            Executive Vice President and a Director
-------------------------------
Patrick A. Thiele

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


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


                                          6


<PAGE>

 
/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/Bruce A. Backberg
    ---------------------------
    Bruce A. Backberg
    Attorney-in-Fact


                                          7


<PAGE>

                                  INDEX TO EXHIBITS
<TABLE>
<CAPTION>
 
ITEM NO.                   ITEM                                      METHOD OF FILING
--------                   ----                                      ----------------
<S>      <C>                                             <C>
  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 electronically.

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

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

  24.1   Powers of Attorney. . . . . . . . . . . . . . .   Filed herewith electronically.
</TABLE>
 

                                          8
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 19991}]
{"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": "333-25203", "film-number": "97580942"}, "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 April 15, 1997
                                                    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
                                    (612) 310-7911
                 (Address, including zip code, and telephone number,
               including area code, of registrant's principal executive
                                       offices)

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

               THE ST. PAUL HOLDINGS 1996 (NO. 1) SHARE OPTION PLAN AND
               THE ST. PAUL HOLDINGS 1996 (NO. 2) SHARE OPTION SCHEME
                              (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) 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)                  150,000 shares          $65.9375                $9,890,625               $2,997.16
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
(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 April 8, 1997, 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") 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,
1996 (File No. 0-3021); (2) the Company's Current Report on Form 8-K, dated
January 27, 1997 (File No. 0-3021); (3) the Company's Current Report on Form
8-K, dated February 7, 1997 (File No. 0-3021); (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, 1996;
(5) the description of the Company's common stock, no par value (the "Common
Stock") contained in its Registration Statement on Form 8-A (File No. 0-3021),
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 consolidated financial statements and financial statement
schedules of the Company 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 reports thereon, which
are included in or incorporated by reference in the Company's Annual Report on 
Form 10-K for the year ended December 31, 1996.  These consolidated financial 
statements and financial statement schedules audited by KPMG Peat Marwick LLP 
have been incorporated 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 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 Bruce A. Backberg, Esq.

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

23.2   Independent Auditors' Consent of KPMG Peat Marwick LLP.

24.1   Powers of Attorney.

                                          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 the registration statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represent 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) 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
                   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 (1)(i) and (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 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 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.

    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.

                                          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 April 14, 1997.

                                  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 April 14, 1997:

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

/s/ Patrick A. Thiele*            Executive Vice President and a Director
-------------------------------
Patrick A. Thiele

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

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

                                          6
/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/Bruce A. Backberg
    ---------------------------
    Bruce A. Backberg
    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 Bruce A. Backberg, Esq.    Filed herewith electronically.

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

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

  24.1   Powers of Attorney. . . . . . . . . . . . . . .   Filed herewith electronically.
8