As filed with the Securities and Exchange Commission on December 17, 1997
                           Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                USF&G Corporation
             (Exact name of registrant as specified in its charter)

Maryland                                                              52-1220567
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

6225 Centennial Way                                                        21209
Baltimore, Maryland                                                   (Zip Code)
(Address of principal executive offices)

                      Titan Nonqualified Stock Option Plan
                              (Full title of plan)

(Name, address and telephone
number of agent for service)                        (Copy to:)

John A. MacColl, Esquire                            John F. Hoffen, Jr., Esquire
USF&G Corporation                                   USF&G Corporation
6225 Centennial Way                                 6225 Centennial Way
Baltimore, Maryland  21209                          Baltimore, Maryland  21209
(410) 547-3000                                      (410) 547-3000

                         CALCULATION OF REGISTRATION FEE

                                          Proposed maximum    Proposed maximum
Title of Securities to  Amount to be      offering price per  aggregate offering
be registered (1)       registered        share (2)           price             
----------------------  ----------------  ------------------  ------------------
Common Stock (par       1,200,000 shares  $21.75              $26,100,000.00
value $2.50 per share)


Amount of
registration fee
----------------
$7,908.00


         (1)      Includes Preferred Share Purchase Rights.  Prior to the
occurrence of certain events, the Rights will not be exercisable or evidenced
separately from the Common Stock.

         (2) Calculated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and (h), the proposed maximum offering price per share,
proposed maximum aggregate offering price and the amount of the registration fee
are based on the average of the daily high and low sale prices of USF&G
Corporation Common Stock reported on the New York Stock Exchange on December 11,
1997 (i.e., $21.50).


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS



Not required to be included in the Form S-8 pursuant to Note to Part I of Form
S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents which have been filed by the Registrant with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:

         (a)  Annual Report on Form 10-K for the year ended December 31, 1996;

         (b)  All other reports filed  pursuant to Sections  13(a) or 15(d) of
              the Securities  Exchange Act of 1934  ("Exchange  Act") since the
              end of the fiscal year covered by the Registrant document referred
              to in (a) above; and

         (c)  Description of Common Stock of the Registrant contained or
              incorporated in the registration statements filed by the
              Registrant under the Exchange Act, including any amendments or
              reports filed for the purpose of updating such description.

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


<PAGE>


Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The legal validity of the shares of Common Stock offered by the
Registrant pursuant to this Registration Statement is being passed upon by J.
Kendall Huber, Vice President and Deputy General Counsel for the Registrant. As
of December 12, 1997, Mr. Huber owns shares of Common Stock and options to
acquire such shares aggregating less than 0.1% of the Registrant's outstanding
Common Stock.


Item 6.  Indemnification of Directors and Officers.

         The Charter of the Registrant provides for indemnification and
limitation of liability of directors and officers of the Registrant as follows:

                  The Corporation shall indemnify (a) its directors to the full
         extent provided by the General Laws of the State of Maryland now or
         hereafter in force, including the advance of expenses under the
         procedures provided by such laws; (b) its officers to the same extent
         it shall indemnify its directors; and (c) its officers who are not
         directors to such further extent as shall be authorized by the Board of
         Directors and be consistent with law. The foregoing shall not limit the
         authority of the Corporation to indemnify other employees and agents
         consistent with law.

                                     * * *

                  To the fullest extent permitted by Maryland statutory or
         decisional law, as amended or interpreted, no director or officer of
         this Corporation shall be personally liable to the Corporation or its
         stockholders for money damages. No amendment of the Charter of the
         Corporation or repeal of any of its provisions shall limit or eliminate
         the benefits provided to directors and officers under this provision
         with respect to any act or omission which occurred prior to such
         amendment or repeal.

                                     * * *

The Maryland General Corporation Law provides that a corporation may indemnify
any director made a party to a proceeding by reason of service in that capacity
unless it is established that: (1) the act or omission of the director was
material to the matter giving rise to the proceeding and (a) was committed in
bad faith or (b) was the result of active and deliberate dishonesty, or (2) the
director actually received an improper personal benefit in money, property or
services, or (3) in the case of any criminal proceeding, the director had
reasonable cause to believe that the act or omission was unlawful. To the extent
that a director has been successful in defense of any proceeding, the Maryland
General Corporation Law provides that he shall be indemnified against reasonable
expenses incurred in connection therewith. A Maryland corporation may indemnify
its officers to the same extent as its directors and to such further extent as
is consistent with law.


Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.


         4       Description of Shareholder Rights Plan (incorporated by
                 reference to Form 8-A/A filed March 14, 1997).

         5       Opinion and Consent of Counsel Regarding the Legality of the
                 shares of Common Stock.

         15      Acknowledgment of Ernst & Young, LLP.

         23.1    Consent of Independent Auditors.

         23.2    Consent of Counsel (included in Exhibit 5 above).

         24      Power of Attorney.




<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 this 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.

                  Paragraphs (l)(i) and (l)(ii) above do not apply if the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed by the
         Registrant pursuant to Section 13 or Section 15(d) of the Securities
         Exchange Act of 1934 that are incorporated by reference in this
         Registration Statement.

         (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 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.


<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, there- unto duly
authorized, in the City of Baltimore, State of Maryland, on the 12th day of
December, 1997.

                                        USF&G CORPORATION

                                        By: /s/ JOHN A. MACCOLL
                                                ---------------    
                                                John A. MacColl
                                                Executive Vice President


         Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

                                                                         
Date:       December 12, 1997
                                            /s/ JOHN A. MACCOLL
                                                ---------------
                                                John A. MacColl
                                                Attorney-In-Fact for
                                                Chairman of the Board,
                                                Chief Executive Officer
                                                and President
                                                (Principal Executive Officer)

Date:       December 12, 1997
                                           /s/ DAN L. HALE
                                               -----------               
                                               Dan L. Hale
                                               Executive Vice President,
                                               Chief Financial Officer
                                               (Principal Financial Officer and
                                               Principal Accounting Officer)


         A majority of the Board of Directors (H. Furlong Baldwin,
Michael J. Birck, Norman P. Blake, Jr., George L. Bunting, Jr., Robert E. Davis,
Kenneth M. Duberstein, Dale F. Frey, Robert E. Gregory, Jr., Robert J. Hurst,
Paul B. Ingrey, Wilbur G. Lewellen, Larry P. Scriggins, Anne M. Whittemore,
and R. James Woolsey).


Date:        December 12, 1997
                                        By: /s/ JOHN A. MACCOLL
                                                ---------------
                                                John A. MacColl
                                                Attorney-In-Fact

<PAGE>

                                  EXHIBIT INDEX

Exhibit                                                              Sequential
Number   Description                                                 Page Number

4        Description of Shareholder Rights Plan (incorporated by
         reference to Form 8-A/A filed March 14, 1997).

5        Opinion and Consent of Counsel Regarding the Legality           10
         of the Shares of Common Stock

15       Acknowledgment of Ernst & Young, LLP                            11

23.1     Consent of Independent Auditors                                 12

23.2     Consent of Counsel (included in Exhibit 5 above)               ----

24       Power of Attorney                                               13




<PAGE>



                                    EXHIBIT 5




                                                        December 12, 1997



USF&G Corporation
6225 Centennial Way
Baltimore, Maryland  21209

Ladies and Gentlemen:

         I am the duly elected and acting Vice President-Deputy General Counsel
of USF&G Corporation (the "Corporation") and I have acted as counsel to the
Corporation in connection with the preparation and filing with the Securities
and Exchange Commission of a registration statement on Form S-8 (the
"Registration Statement") registering 1,200,000 shares of Common Stock issuable
upon the exercise of options or other stock awards granted under the Titan
Nonqualified Stock Option Plan (the "Option Shares").

         I have examined copies of the Corporation's Articles of Incorporation,
as amended, By-Laws, the Agreement and Plan of Merger by and among the
Corporation, United States Fidelity and Guaranty Company, a wholly-owned
subsidiary of the Corporation, Titan Holdings, Inc. and the stockholders of
Titan Holdings, Inc., all resolutions adopted by the Corporation's Board of
Directors relating to the above referenced merger and other records and
documents that I have deemed necessary for the purpose of this opinion. I have
also examined such other documents, papers, statutes and authorities as I have
deemed necessary to form a basis for this opinion. In my examination, I have
assumed the genuineness of all signatures and the conformity to original
documents of all copies submitted to me. As to various questions of fact
material to my opinion, I have relied on statements and certificates of officers
and representatives of the Corporation and others.


         Based upon the foregoing, I am of the opinion that:

         1. The Corporation has been duly incorporated and is a validly existing
         corporation in good standing under the laws of the State of Maryland.

         2. The Option Shares have been duly authorized and will be (when
         issued, sold and delivered as authorized) validly issued, fully paid
         and non-assessable.


         I am an attorney admitted to the Bar of the State of Maryland. The
opinions set forth herein are limited to matters governed by the laws of the
State of Maryland and the Federal Laws of the United States of America, and I
express no opinion as to any other laws.

         I hereby  consent  to the  filing  of this  opinion  as  Exhibit 5 to
the  Registration  Statement  and to the  reference  to me under  Item 5 of this
Registration Statement.

                                                        Very truly yours,



                                                        /s/ J. KENDALL HUBER

<PAGE>



                                   EXHIBIT 15


                     ACKNOWLEDGMENT OF INDEPENDENT AUDITORS


         We are aware of the incorporation by reference in the Registration
Statement (Form S-8) of USF&G Corporation, pertaining to the Titan Nonqualified
Stock Option Plan of our reports dated May 14, 1997, August 8, 1997, and
November 11, 1997 relating to the unaudited condensed consolidated interim
financial statements of USF&G Corporation which are included in its Forms 10-Q
for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997,
respectively.


         Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are
not a part of the registration statement prepared or certified by accountants
within the meaning of Section 7 or 11 of the Securities Act of 1933.




                                                        /s/ ERNST & YOUNG, LLP


Baltimore, Maryland
December 15, 1997


<PAGE>



                                  EXHIBIT 23.1



                         CONSENT OF INDEPENDENT AUDITORS



We consent to the incorporation by reference in the Registration Statement (Form
S-8) of USF&G Corporation, pertaining to the Titan Nonqualified Stock Option
Plan of our report dated February 21, 1997, with respect to the consolidated
financial statements and schedules of USF&G Corporation included or incorporated
by reference in its Annual Report (Form 10-K) for the year ended December 31,
1996, filed with the Securities and Exchange Commission.


                                                        /s/ ERNST & YOUNG, LLP

Baltimore, Maryland
December 15, 1997


<PAGE>



                                   EXHIBIT 24

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned Officers and
Directors of USF&G Corporation, a Maryland corporation (the "Corporation"),
hereby constitute and appoint Norman P. Blake, Jr., Dan L. Hale and John A.
MacColl of Baltimore City, Maryland, and each of them, the true and lawful
agents and attorneys-in-fact of the undersigned with full power and authority in
said agents and attorneys-in-fact, and in any one or more of them, to sign for
the undersigned and in their respective names as Officers and as Directors of
the Corporation, a Registration Statement on Form S-8 relating to the proposed
issuance of Common Stock pursuant to the exercise of outstanding stock options
or other awards granted under the Titan Nonqualified Stock Option Plan (or any
and all amendments, including post-effective amendments, to such Registration
Statement) and file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, and with full
power of substitution; hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 12th day of December, 1997.



Signature                                         Title


                                           Director, Chairman of the Board,
/s/ Norman P. Blake, Jr.                   President and Chief Executive Officer
------------------------
    Norman P. Blake, Jr.


                                           Executive Vice President,
                                           Chief Financial Officer and
/s/ Dan L. Hale                            Principal Accounting Officer
---------------
    Dan L. Hale



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



/s/ Michael J. Birck                       Director
--------------------
    Michael J. Birck



/s/ George L. Bunting, Jr.                 Director
--------------------------
    George L. Bunting, Jr.



/s/ Robert E. Davis                        Director
-------------------
    Robert E. Davis



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



/s/ Dale F. Frey                           Director
----------------
    Dale F. Frey



/s/ Robert E. Gregory, Jr.                 Director
--------------------------
    Robert E. Gregory, Jr.



/s/ Robert J. Hurst                        Director
-------------------
    Robert J. Hurst



/s/ Paul B. Ingrey                         Director
------------------
    Paul B. Ingrey



/s/ Wilbur G. Lewellen                     Director
----------------------
    Wilbur G. Lewellen



/s/ Larry P. Scriggins                     Director
----------------------
    Larry P. Scriggins



/s/ Anne M. Whittemore                     Director
----------------------
    Anne M. Whittemore



/s/ R. James Woolsey                       Director
--------------------
    R. James Woolsey
[{"type": "S-8", "sequence": "1", "description": "TITAN NONQUALIFIED STOCK OPTION PLAN", "secsgml_size_bytes": 22992}]
{"company-data": {"conformed-name": "USF&G CORP", "cik": "0000354396", "assigned-sic": "6331", "irs-number": "521220567", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42491", "film-number": "97739832"}, "business-address": {"street1": "6225 CENTENNIAL WAY", "city": "BALTIMORE", "state": "MD", "zip": "21209", "phone": "4105473000"}, "mail-address": {"street1": "6225 CENTENNIAL WAY", "city": "BALTIMORE", "state": "MD", "zip": "21209"}}
As filed with the Securities and Exchange Commission on December 17, 1997
                           Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                USF&G Corporation
             (Exact name of registrant as specified in its charter)

Maryland                                                              52-1220567
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

6225 Centennial Way                                                        21209
Baltimore, Maryland                                                   (Zip Code)
(Address of principal executive offices)

                      Titan Nonqualified Stock Option Plan
                              (Full title of plan)

(Name, address and telephone
number of agent for service)                        (Copy to:)

John A. MacColl, Esquire                            John F. Hoffen, Jr., Esquire
USF&G Corporation                                   USF&G Corporation
6225 Centennial Way                                 6225 Centennial Way
Baltimore, Maryland  21209                          Baltimore, Maryland  21209
(410) 547-3000                                      (410) 547-3000

                         CALCULATION OF REGISTRATION FEE

                                          Proposed maximum    Proposed maximum
Title of Securities to  Amount to be      offering price per  aggregate offering
be registered (1)       registered        share (2)           price             
----------------------  ----------------  ------------------  ------------------
Common Stock (par       1,200,000 shares  $21.75              $26,100,000.00
value $2.50 per share)

Amount of
registration fee
----------------
$7,908.00

         (1)      Includes Preferred Share Purchase Rights.  Prior to the
occurrence of certain events, the Rights will not be exercisable or evidenced
separately from the Common Stock.

         (2) Calculated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and (h), the proposed maximum offering price per share,
proposed maximum aggregate offering price and the amount of the registration fee
are based on the average of the daily high and low sale prices of USF&G
Corporation Common Stock reported on the New York Stock Exchange on December 11,
1997 (i.e., $21.50).
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Not required to be included in the Form S-8 pursuant to Note to Part I of Form
S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents which have been filed by the Registrant with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:

         (a)  Annual Report on Form 10-K for the year ended December 31, 1996;

         (b)  All other reports filed  pursuant to Sections  13(a) or 15(d) of
              the Securities  Exchange Act of 1934  ("Exchange  Act") since the
              end of the fiscal year covered by the Registrant document referred
              to in (a) above; and

         (c)  Description of Common Stock of the Registrant contained or
              incorporated in the registration statements filed by the
              Registrant under the Exchange Act, including any amendments or
              reports filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part of the Registration Statement from the date of filing of such
documents.
Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The legal validity of the shares of Common Stock offered by the
Registrant pursuant to this Registration Statement is being passed upon by J.
Kendall Huber, Vice President and Deputy General Counsel for the Registrant. As
of December 12, 1997, Mr. Huber owns shares of Common Stock and options to
acquire such shares aggregating less than 0.1% of the Registrant's outstanding
Common Stock.

Item 6.  Indemnification of Directors and Officers.

         The Charter of the Registrant provides for indemnification and
limitation of liability of directors and officers of the Registrant as follows:

                  The Corporation shall indemnify (a) its directors to the full
         extent provided by the General Laws of the State of Maryland now or
         hereafter in force, including the advance of expenses under the
         procedures provided by such laws; (b) its officers to the same extent
         it shall indemnify its directors; and (c) its officers who are not
         directors to such further extent as shall be authorized by the Board of
         Directors and be consistent with law. The foregoing shall not limit the
         authority of the Corporation to indemnify other employees and agents
         consistent with law.

                                     * * *

                  To the fullest extent permitted by Maryland statutory or
         decisional law, as amended or interpreted, no director or officer of
         this Corporation shall be personally liable to the Corporation or its
         stockholders for money damages. No amendment of the Charter of the
         Corporation or repeal of any of its provisions shall limit or eliminate
         the benefits provided to directors and officers under this provision
         with respect to any act or omission which occurred prior to such
         amendment or repeal.

                                     * * *

The Maryland General Corporation Law provides that a corporation may indemnify
any director made a party to a proceeding by reason of service in that capacity
unless it is established that: (1) the act or omission of the director was
material to the matter giving rise to the proceeding and (a) was committed in
bad faith or (b) was the result of active and deliberate dishonesty, or (2) the
director actually received an improper personal benefit in money, property or
services, or (3) in the case of any criminal proceeding, the director had
reasonable cause to believe that the act or omission was unlawful. To the extent
that a director has been successful in defense of any proceeding, the Maryland
General Corporation Law provides that he shall be indemnified against reasonable
expenses incurred in connection therewith. A Maryland corporation may indemnify
its officers to the same extent as its directors and to such further extent as
is consistent with law.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

         4       Description of Shareholder Rights Plan (incorporated by
                 reference to Form 8-A/A filed March 14, 1997).

         5       Opinion and Consent of Counsel Regarding the Legality of the
                 shares of Common Stock.

         15      Acknowledgment of Ernst & Young, LLP.

         23.1    Consent of Independent Auditors.

         23.2    Consent of Counsel (included in Exhibit 5 above).

         24      Power 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;

                 (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 this 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.

                  Paragraphs (l)(i) and (l)(ii) above do not apply if the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed by the
         Registrant pursuant to Section 13 or Section 15(d) of the Securities
         Exchange Act of 1934 that are incorporated by reference in this
         Registration Statement.

         (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 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.
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, there- unto duly
authorized, in the City of Baltimore, State of Maryland, on the 12th day of
December, 1997.

                                        USF&G CORPORATION

                                        By: /s/ JOHN A. MACCOLL
                                                ---------------    
                                                John A. MacColl
                                                Executive Vice President

         Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

                                                                         
Date:       December 12, 1997
                                            /s/ JOHN A. MACCOLL
                                                ---------------
                                                John A. MacColl
                                                Attorney-In-Fact for
                                                Chairman of the Board,
                                                Chief Executive Officer
                                                and President
                                                (Principal Executive Officer)

Date:       December 12, 1997
                                           /s/ DAN L. HALE
                                               -----------               
                                               Dan L. Hale
                                               Executive Vice President,
                                               Chief Financial Officer
                                               (Principal Financial Officer and
                                               Principal Accounting Officer)

         A majority of the Board of Directors (H. Furlong Baldwin,
Michael J. Birck, Norman P. Blake, Jr., George L. Bunting, Jr., Robert E. Davis,
Kenneth M. Duberstein, Dale F. Frey, Robert E. Gregory, Jr., Robert J. Hurst,
Paul B. Ingrey, Wilbur G. Lewellen, Larry P. Scriggins, Anne M. Whittemore,
and R. James Woolsey).

Date:        December 12, 1997
                                        By: /s/ JOHN A. MACCOLL
                                                ---------------
                                                John A. MacColl
                                                Attorney-In-Fact
EXHIBIT INDEX

Exhibit                                                              Sequential
Number   Description                                                 Page Number

4        Description of Shareholder Rights Plan (incorporated by
         reference to Form 8-A/A filed March 14, 1997).

5        Opinion and Consent of Counsel Regarding the Legality           10
         of the Shares of Common Stock

15       Acknowledgment of Ernst & Young, LLP                            11

23.1     Consent of Independent Auditors                                 12

23.2     Consent of Counsel (included in Exhibit 5 above)               ----

24       Power of Attorney                                               13
EXHIBIT 5

                                                        December 12, 1997

USF&G Corporation
6225 Centennial Way
Baltimore, Maryland  21209

Ladies and Gentlemen:

         I am the duly elected and acting Vice President-Deputy General Counsel
of USF&G Corporation (the "Corporation") and I have acted as counsel to the
Corporation in connection with the preparation and filing with the Securities
and Exchange Commission of a registration statement on Form S-8 (the
"Registration Statement") registering 1,200,000 shares of Common Stock issuable
upon the exercise of options or other stock awards granted under the Titan
Nonqualified Stock Option Plan (the "Option Shares").

         I have examined copies of the Corporation's Articles of Incorporation,
as amended, By-Laws, the Agreement and Plan of Merger by and among the
Corporation, United States Fidelity and Guaranty Company, a wholly-owned
subsidiary of the Corporation, Titan Holdings, Inc. and the stockholders of
Titan Holdings, Inc., all resolutions adopted by the Corporation's Board of
Directors relating to the above referenced merger and other records and
documents that I have deemed necessary for the purpose of this opinion. I have
also examined such other documents, papers, statutes and authorities as I have
deemed necessary to form a basis for this opinion. In my examination, I have
assumed the genuineness of all signatures and the conformity to original
documents of all copies submitted to me. As to various questions of fact
material to my opinion, I have relied on statements and certificates of officers
and representatives of the Corporation and others.

         Based upon the foregoing, I am of the opinion that:

         1. The Corporation has been duly incorporated and is a validly existing
         corporation in good standing under the laws of the State of Maryland.

         2. The Option Shares have been duly authorized and will be (when
         issued, sold and delivered as authorized) validly issued, fully paid
         and non-assessable.

         I am an attorney admitted to the Bar of the State of Maryland. The
opinions set forth herein are limited to matters governed by the laws of the
State of Maryland and the Federal Laws of the United States of America, and I
express no opinion as to any other laws.

         I hereby  consent  to the  filing  of this  opinion  as  Exhibit 5 to
the  Registration  Statement  and to the  reference  to me under  Item 5 of this
Registration Statement.

                                                        Very truly yours,

                                                        /s/ J. KENDALL HUBER
EXHIBIT 15

                     ACKNOWLEDGMENT OF INDEPENDENT AUDITORS

         We are aware of the incorporation by reference in the Registration
Statement (Form S-8) of USF&G Corporation, pertaining to the Titan Nonqualified
Stock Option Plan of our reports dated May 14, 1997, August 8, 1997, and
November 11, 1997 relating to the unaudited condensed consolidated interim
financial statements of USF&G Corporation which are included in its Forms 10-Q
for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997,
respectively.

         Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are
not a part of the registration statement prepared or certified by accountants
within the meaning of Section 7 or 11 of the Securities Act of 1933.

                                                        /s/ ERNST & YOUNG, LLP

Baltimore, Maryland
December 15, 1997
EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) of USF&G Corporation, pertaining to the Titan Nonqualified Stock Option
Plan of our report dated February 21, 1997, with respect to the consolidated
financial statements and schedules of USF&G Corporation included or incorporated
by reference in its Annual Report (Form 10-K) for the year ended December 31,
1996, filed with the Securities and Exchange Commission.

                                                        /s/ ERNST & YOUNG, LLP

Baltimore, Maryland
December 15, 1997
EXHIBIT 24

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned Officers and
Directors of USF&G Corporation, a Maryland corporation (the "Corporation"),
hereby constitute and appoint Norman P. Blake, Jr., Dan L. Hale and John A.
MacColl of Baltimore City, Maryland, and each of them, the true and lawful
agents and attorneys-in-fact of the undersigned with full power and authority in
said agents and attorneys-in-fact, and in any one or more of them, to sign for
the undersigned and in their respective names as Officers and as Directors of
the Corporation, a Registration Statement on Form S-8 relating to the proposed
issuance of Common Stock pursuant to the exercise of outstanding stock options
or other awards granted under the Titan Nonqualified Stock Option Plan (or any
and all amendments, including post-effective amendments, to such Registration
Statement) and file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, and with full
power of substitution; hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 12th day of December, 1997.

Signature                                         Title

                                           Director, Chairman of the Board,
/s/ Norman P. Blake, Jr.                   President and Chief Executive Officer
------------------------
    Norman P. Blake, Jr.

                                           Executive Vice President,
                                           Chief Financial Officer and
/s/ Dan L. Hale                            Principal Accounting Officer
---------------
    Dan L. Hale

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

/s/ Michael J. Birck                       Director
--------------------
    Michael J. Birck

/s/ George L. Bunting, Jr.                 Director
--------------------------
    George L. Bunting, Jr.

/s/ Robert E. Davis                        Director
-------------------
    Robert E. Davis

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

/s/ Dale F. Frey                           Director
----------------
    Dale F. Frey

/s/ Robert E. Gregory, Jr.                 Director
--------------------------
    Robert E. Gregory, Jr.

/s/ Robert J. Hurst                        Director
-------------------
    Robert J. Hurst

/s/ Paul B. Ingrey                         Director
------------------
    Paul B. Ingrey

/s/ Wilbur G. Lewellen                     Director
----------------------
    Wilbur G. Lewellen

/s/ Larry P. Scriggins                     Director
----------------------
    Larry P. Scriggins

/s/ Anne M. Whittemore                     Director
----------------------
    Anne M. Whittemore

/s/ R. James Woolsey                       Director
--------------------
    R. James Woolsey