<PAGE>

        As filed with the Securities and Exchange Commission on June 10, 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
             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 COMPANIES, INC.
                              DEFERRED STOCK AWARD PLAN 
                               (Full title of the plan)

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

                               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)                      75,000 shares            $73.625                $5,521,875                 $1,673.30
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------

</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 June 4, 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 Quarterly Report on Form 10-Q for the
period ended March 31, 1997; (3) the Company's Current Report on Form 8-K, dated
January 27, 1997 (File No. 0-3021); (4) the Company's Current Report on Form
8-K, dated February 7, 1997 (File No. 0-3021); (5) the Company's Current Report
on Form 8-K, dated April 28, 1997 (File No. 0-3021); (6) 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; (7) 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 (8) 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.

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:


                                          3
<PAGE>

              (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.

     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


                                          4
<PAGE>

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 June 10, 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 June 10, 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 Director

*By:     /s/Bruce A. Backberg
    --------------------------
         Bruce A. Backberg
         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 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
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 20965}]
{"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": "333-28915", "film-number": "97622119"}, "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 June 10, 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
             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 COMPANIES, INC.
                              DEFERRED STOCK AWARD PLAN 
                               (Full title of the plan)

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

                               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)                      75,000 shares            $73.625                $5,521,875                 $1,673.30
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
(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 June 4, 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 Quarterly Report on Form 10-Q for the
period ended March 31, 1997; (3) the Company's Current Report on Form 8-K, dated
January 27, 1997 (File No. 0-3021); (4) the Company's Current Report on Form
8-K, dated February 7, 1997 (File No. 0-3021); (5) the Company's Current Report
on Form 8-K, dated April 28, 1997 (File No. 0-3021); (6) 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; (7) 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 (8) 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.

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:

                                          3
(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.

     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

                                          4
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 June 10, 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 June 10, 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 Director

*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