As filed with the Securities and Exchange Commission on August 16, 2000

                         Registration No. 333-_________
 ===============================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                        STATE AUTO FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

              OHIO                                     31-1324304
(State or other jurisdiction of                        (IRS Employer
incorporation or organization)                    Identification Number)

                              518 East Broad Street
                            Columbus, Ohio 43215-3976
               (Address of principal executive offices) (Zip code)

                        State Auto Financial Corporation
                             2000 Stock Option Plan
                            (Full title of the plan)

                           Robert H. Moone, President
                           and Chief Executive Officer
                        State Auto Financial Corporation
                              518 East Broad Street
                            Columbus, Ohio 43215-3976
                                 (614) 464-5000
                 (Name, address and telephone number, including
                        area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
                      Amount            Proposed    Proposed       Amount
                      to be             maximum     maximum        of
                      registered (1)    offering    aggregate      registration
                      Amount            price per   offering       fee
                                        share (2)   price (2)
Title of securities
to be registered

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

Common Shares,        5,000,000         $11.65      $58,250,000    $15,378.00
without par value
================================================================================

(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,  this
     Registration Statement also includes an indeterminable number of additional
     shares  that  may  become  issuable  pursuant  to  antidilution  adjustment
     provisions of the Plan.

(2)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rules  457(h)(1)  and 457(c) under the  Securities  Act of
     1933,  as  amended,  upon the basis of the average of the high and low sale
     prices of the Registrant's Common Shares as reported on the Nasdaq National
     Market on August 10, 2000.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents are incorporated by reference in this Registration
Statement:

               (a) The  Registrant's  latest  annual  report  filed  pursuant to
          Sections  13(a) or 15(d) of the  Securities  Exchange Act of 1934 (the
          "Exchange Act");

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

               (c) The  description of the  Registrant's  Common Shares which is
          contained  in the  Registrant's  Registration  Statement  filed  under
          Section 12 of the Exchange Act,  including  any  amendments or reports
          filed for the purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14,  and 15(d) of the  Exchange  Act,  prior to the  filing of a
post-effective amendment to this Registration Statement which indicates that all
of the Common  Shares  offered have been sold or which  deregisters  all of such
shares 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.  Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

ITEM 4.       DESCRIPTION OF SECURITIES.

              Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  1701.13(E)  of the Ohio  Revised  Code sets forth  conditions  and
limitations  governing the  indemnification  of officers,  directors,  and other
persons.

     Section 6.1 of Article 6 of the Amended and Restated Code of Regulations of
the Company (see  Exhibit  4(a))  contains  certain  indemnification  provisions
adopted  pursuant  to  authority  contained  in Section  1701.13(E)  of the Ohio
Revised Code. The Company's Code of Regulations provides for the indemnification
of its officers, directors, employees, and agents, or persons who are serving or
have  served at the  request of the  Company as a  director,  trustee,  officer,
employee, or agent of another corporation, domestic or foreign, nonprofit or for
profit,  partnership,  joint venture,  trust, or other  enterprise,  against all
expenses with respect to any judgments,  fines,  and amounts paid in settlement,
or with respect to any  threatened,  pending,  or  completed  action,  suit,  or
proceeding  to which  they  were or are  parties  or are  threatened  to be made
parties by reason of acting in such capacities,  provided that it is determined,
either by a majority vote of a quorum of disinterested  directors of the Company
or by the  shareholders  of the  Company or  otherwise  as  provided  in Section
1701.13(E) of the Ohio Revised Code, that: (a) they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the Company;  (b) in any action,  suit,  or proceeding by or in the right of the
Company, they were not, and have not been adjudicated to have been, negligent or
guilty of misconduct in the performance of their duties to the Company; (c) with
respect to any criminal action or proceeding,  that they had no reasonable cause
to believe that their conduct was  unlawful.  Section  1701.13(E)  provides that
expenses,  including attorneys' fees, incurred in defending any action, suit, or
proceeding,  may be paid by the Company in advance of the final  disposition  of
such  action,  suit,  or  proceeding,  upon  receipt  of an  undertaking  by the
indemnified person to repay such amount in the event that indemnification  shall
be deemed improper.

     The Company has entered into  Indemnification  Agreements  with each of its
directors.  These  contracts  generally:  (i)  confirm  the  existing  indemnity
provided to them under the Company's  Code of  Regulations  and assure that this
indemnity will continue to be provided;  and (ii) provide that, in addition, the
directors  shall be indemnified  to the fullest extent  permitted by law against
all expenses  (including  legal  fees),  judgments,  fines,  and amounts paid in
settlement actually and reasonably  incurred by them in any threatened,  pending
or completed  action or  proceeding,  including any action by or in the right of
the Company, on account of their service as a director or officer of the Company
or at the  request or with the  consent of the  Company as a trustee,  director,
officer, employee, or agent of another corporation or enterprise. Coverage under
the contracts is excluded:  (A) to the extent the director is indemnified  under
directors' and officers' liability insurance  maintained by the Company;  (B) on
account  of  conduct  which is  finally  adjudged  to be  knowingly  fraudulent,
deliberately  dishonest,  or  willful  misconduct;  (C)  if  a  final  court  of
adjudication shall determine that such  indemnification is not lawful; or (D) on
account of any suit in which  judgment is rendered  against the  director for an
accounting  of  profits  made  from  the  purchase  or sale by the  director  of
securities of the Company  pursuant to Section 16(b) of the Securities  Exchange
Act of  1934  or any  similar  provision.  The  Indemnification  Agreements  are
applicable to claims asserted after their  effective date,  whether arising from
acts or omissions occurring before or after their effective date.

     The Company has purchased a liability  policy to indemnify its officers and
directors  against loss  arising from claims by reason of their legal  liability
for acts as officers and directors,  subject to  limitations  and conditions set
forth in the policy.

     At present,  there are no claims,  actions,  suits, or proceedings  pending
where indemnification would be required under these provisions,  and the Company
does not know of any threatened claims, actions, suits, or proceedings which may
result in a request for such indemnification.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

              Not applicable.

ITEM 8.       EXHIBITS.

                                             If Incorporated by Reference,
Exhibit                                      Document with which Exhibit was
  No.      Description of Exhibit            Previously Filed with SEC
-------    ----------------------            -------------------------------

4(a)       Registrant's Amended and          Registration Statement on Form S-1,
           Restated Articles of              File No. 33-40643 (see Exhibit 3(a)
           Incorporation.                    therein).

4(b)       Registrant's Amendment to         Registration Statement on Form S-8,
           the Amended and Restated          File No. 33-89400 (see Exhibit 4(b)
           Articles of Incorporation.        therein).

4(c)       Registrant's Amendment to         Form 10-K Annual Report for the
           the Amended and Restated          year ended December 31, 1998 (see
           Articles of Incorporation.        Exhibit 3(A)(3)therein)

4(d)       Registrant's Amended and          Registration Statement on Form S-1,
           Restated Code of Regulations.     File No. 33-40643 (see Exhibit 3(b)
                                             therein).

4(e)       Registrant's 2000 Stock           Definitive Proxy Statement on Form
           Option Plan.                      DEF 14A, File No. 000-19289 (see
                                             Appendix A therein).

5          Opinion of Baker &                Contained herein.
           Hostetler LLP.

23(a)      Consent of Baker &                Contained in Exhibit 5.
           Hostetler LLP.

23(b)      Consent of Ernst &                Contained herein.
           Young LLP

24         Powers of Attorney.               Contained herein.

ITEM 9.       UNDERTAKINGS.

              The Registrant hereby undertakes:

               (a) 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, as amended (the  "Securities  Act");  (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;  and (iii) to  include  any  material
          information  with respect to the plan of  distribution  not previously
          disclosed in the Registration Statement or any material change to such
          information in the Registration  Statement.  Provided,  however,  that
          paragraphs  (a)(i)  and  (a)(ii)  shall 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  Exchange Act that are
          incorporated by reference in the Registration Statement.

               (b) That, for the purpose of determining  any liability under the
          Securities Act, 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.

               (c) 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 Registrant  hereby  undertakes  that,  for purposes of determining  any
liability  under the  Securities  Act,  each filing of the  Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act 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
may  be  permitted  to  directors,  officers,  and  controlling  persons  of the
Registrant pursuant to the provisions  described in Item 6, above, 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  Securities  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
Securities 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,  thereunto  duly
authorized, in the City of Columbus, State of Ohio, on August 15, 2000.

                                 STATE AUTO FINANCIAL CORPORATION

Date:   August 15, 2000          By       /s/ Robert H. Moone

                                 Title    President and Chief Executive Officer

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


Name                                  Title                    Date

/s/ Robert H. Moone                   President and Chief      August 15, 2000
____________________________          Executive Officer and
Robert H. Moone                       Director (principal
                                      executive officer)

/s/ Steven J. Johnston                Senior Vice President,   August 15, 2000
____________________________          Chief Financial Officer
Steven J. Johnston                    (principal financial
                                      officer and principal
                                      accounting officer)

/s/ John R. Lowther                   Vice-President,          August 15, 2000
____________________________          Secretary, General
John R. Lowther                       Counsel and Director

Robert L. Bailey*                     Chairman of the Board    August 15, 2000
                                      and Director
____________________________
Robert L. Bailey

David J. D'Antoni*                    Director                 August 15, 2000

____________________________
David J. D'Antoni

Urlin G. Harris, Jr.*                 Director                 August 15, 2000

____________________________
Urlin G. Harris, Jr.

Paul W. Huesman*                      Director                 August 15, 2000

____________________________
Paul W. Huesman

William J. Lhota*                     Director                 August 15, 2000

____________________________
William J. Lhota

George R. Manser*                     Director                 August 15, 2000

____________________________
George R. Manser


Richard K. Smith*                     Director                 August 15, 2000

____________________________
Richard K. Smith

<PAGE>

     *Steven J. Johnston,  by signing his name hereto,  does hereby execute this
Registration  Statement  on behalf  of each of the  indicated  directors  of the
Registrant  pursuant to powers of attorney  executed by such directors and filed
as an exhibit to this Registration Statement.


By /s/ Steven J. Johnston                                       August 15, 2000


Steven J. Johnston, Attorney-in-Fact

<PAGE>

                                  EXHIBIT INDEX

                                               If incorporated by reference,
Exhibit Number                                 document with which Exhibit
Number           Exhibits                      was previously filed

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

4(a)             The Registrant's Amended      Incorporated herein by reference
                 and Restated Articles of      to Exhibit 3(a) of the
                 Incorporation.                Registrant's Registration
                                               Statement on Form S-1
                                               (File No. 33-40643) filed on
                                               May 17, 1991.

4(b)             Amendment to the              Incorporated herein by reference
                 Registrant's Amended and      to Exhibit 4(b) of the
                 Restated Articles of          Registrant's Registration
                 Incorporation.                Statement on Form S-8
                                               (File No. 33-89400) filed on
                                               February 10, 1995.

4(c)             Amendment to the              Incorporated herein by reference
                 Registrant's Amended          to Exhibit 3(A)(3) of the
                 and Restated Articles         Registrant's annual report on
                 of Incorporation.             Form 10-K filed on March 30,
                                               1999.

4(d)             The Registrant's Amended      Incorporated herein by reference
                 and Restated Code of          to Exhibit 3(b) of the
                 Regulations.                  Registrant's Registration
                                               Statement on Form S-1
                                               (File No. 33-40643) filed on
                                               May 17, 1991.

4(e)             Registrant's 2000 Stock       Incorporated herein by reference
                 Option Plan.                  to Appendix A of the Registrant's
                                               Definitive Proxy Statement on
                                               Form DEF 14A (File No. 000-19239)
                                               filed on April 21, 2000.

5                Opinion of Baker &            Contained herein.
                 Hostetler LLP

23(a)            Consent of Baker &            Contained in Exhibit 5.
                 Hostetler LLP

23(b)            Consent of Ernst and          Contained herein
                 Young LLP

24               Powers of Attorney for        Contained herein.
                 Richard K. Smith, David J.
                 D'Antoni, Paul W. Huesman,
                 William J. Lhota, George R.
                 Manser, Urlin G. Harris and
                 Robert L. Bailey



<PAGE>

                                                                       EXHIBIT 5


                        OPINION OF BAKER & HOSTETLER LLP

                              BAKER & HOSTETLER LLP
                              65 East State Street
                                   Suite 2100
                              Columbus, Ohio 43215


                                 August 15, 2000


State Auto Financial Corporation
518 East Broad Street
Columbus, Ohio  43215

Ladies and Gentlemen:

     We are  acting as  counsel to State  Auto  Financial  Corporation,  an Ohio
corporation  (the  "Company"),  in  connection  with the  Company's  filing of a
Registration  Statement  on Form S-8  (the  "Registration  Statement")  with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The Company is filing the  Registration  Statement to register  5,000,000 Common
Shares,  without par value,  of the  Company  (the  "Shares")for  offer and sale
under, and pursuant to, the Company's 2000 Stock Option Plan (the "Plan").

     In  connection  therewith,  we have  examined  the  Company's  Amended  and
Restated  Articles of  Incorporation,  as  amended,  the  Company's  Amended and
Restated  Code of  Regulations,  and the  records,  as  exhibited  to us, of the
corporate  proceedings of the Company.  We have also examined a copy of the Plan
and such other documents and records, including a certificate from the secretary
of the Company,  as we considered  necessary  for purposes of this  opinion.  In
rendering this opinion,  we have assumed the  genuineness,  without  independent
investigation, of all signatures on all documents examined by us, the conformity
to original documents of all documents submitted to us as certified or facsimile
copies, and the authenticity of all such documents.

     Based upon the  foregoing,  we are of the opinion that the Shares have been
duly  authorized  and, when sold and paid for in the manner  contemplated by the
Plan, will have been validly issued and will be fully paid and nonassessable.

     We consent to the filing of this opinion as an exhibit to the  Registration
Statement.


                                                 Very truly yours,

                                                 /s/ Baker & Hostetler LLP
                                                 BAKER & HOSTETLER LLP


<PAGE>

                                                                   EXHIBIT 23(a)


                        CONSENT OF BAKER & HOSTETLER LLP


                             Contained in Exhibit 5.


<PAGE>


                                                                   Exhibit 23(b)



                         Consent of Independent Auditors

     We consent to the incorporation by reference in the Registration  Statement
(Form S-8)  pertaining  to the 2000 Stock  Option  Plan of State Auto  Financial
Corporation  of  our  report  dated  February  18,  2000,  with  respect  to the
consolidated   financial  statements  and  schedules  of  State  Auto  Financial
Corporation  included  in its  Annual  Report  (Form  10-K)  for the year  ended
December 31, 1999, filed with the Securities and Exchange Commission.


/s/ Ernst & Young LLP

Ernst & Young LLP

Columbus, Ohio
August 11, 2000



<PAGE>

                                                                      EXHIBIT 24

                                POWER OF ATTORNEY

     The undersigned,  each a director, officer, or both of State Auto Financial
Corporation,  an  Ohio  corporation  (the  "Company"),  hereby  constitutes  and
appoints Robert H. Moone, Steven J. Johnston,  and John R.  Lowther, and each of
them, my true and lawful  attorneys-in-fact  and agents,  with full power to act
without the other,  with full power of substitution and  resubstitution,  for me
and in my name,  place,  and stead, in my capacity as director or officer of the
Company, to execute any and all of the Company's Registration Statements on Form
S-8, and any and all amendments thereto (including  post-effective  amendments),
to register under the Securities Act of 1933, as amended (the "Securities Act"),
any Common  Shares,  without  par value,  of the  Company  for sale  under,  and
pursuant  to,  any and all of the  Company's  current  or  hereafter  adopted or
approved stock option plans or other  "employee  benefit plans" (as such term is
defined under Rule 405 promulgated  under the Securities Act), as such plans are
currently amended or shall hereafter be amended,  including  without  limitation
the 2000 Stock Option Plan, the 2000  Directors  Stock Option Plan, and the 1991
Employee Stock Purchase and Dividend  Reinvestment  Plan and Trust,  and to file
the same, with all exhibits thereto and other documents in connection therewith,
with   the   Securities   and   Exchange   Commission,    granting   unto   said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises, as fully to all intents and purposes as I might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents, or any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.

/s/ Robert L. Bailey

________________________________                           Date:  July 7, 2000
         Robert L. Bailey

/s/ /David J. D'Antoni

________________________________                           Date:  July 7, 2000
         David J. D'Antoni

/s/ Urlin G. Harris, Jr.

________________________________                           Date:  July 7, 2000
         Urlin G. Harris, Jr.

/s/ Paul W. Huesman

________________________________                           Date:  July 7, 2000
         Paul W. Huesman

/s/ Steven J. Johnson

________________________________                           Date:  July 7, 2000
         Steven J. Johnston

/s/ William J. Lhota

________________________________                           Date:  July 7, 2000
         William J. Lhota

<PAGE>

/s/ John R. Lowther

_________________________________                          Date:  July 7, 2000
         John R. Lowther

/s/ George R. Manser

__________________________________                         Date:  July 7, 2000
         George R. Manser

/s/ Robert H. Moone

__________________________________                         Date:  July 7, 2000
         Robert H. Moone

/s/ Richard K. Smith

__________________________________                         Date:  July 7, 2000
         Richard K. Smith
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As filed with the Securities and Exchange Commission on August 16, 2000

                         Registration No. 333-_________
 ===============================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                        STATE AUTO FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

              OHIO                                     31-1324304
(State or other jurisdiction of                        (IRS Employer
incorporation or organization)                    Identification Number)

                              518 East Broad Street
                            Columbus, Ohio 43215-3976
               (Address of principal executive offices) (Zip code)

                        State Auto Financial Corporation
                             2000 Stock Option Plan
                            (Full title of the plan)

                           Robert H. Moone, President
                           and Chief Executive Officer
                        State Auto Financial Corporation
                              518 East Broad Street
                            Columbus, Ohio 43215-3976
                                 (614) 464-5000
                 (Name, address and telephone number, including
                        area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
                      Amount            Proposed    Proposed       Amount
                      to be             maximum     maximum        of
                      registered (1)    offering    aggregate      registration
                      Amount            price per   offering       fee
                                        share (2)   price (2)
Title of securities
to be registered

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

Common Shares,        5,000,000         $11.65      $58,250,000    $15,378.00
without par value
================================================================================

(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,  this
     Registration Statement also includes an indeterminable number of additional
     shares  that  may  become  issuable  pursuant  to  antidilution  adjustment
     provisions of the Plan.

(2)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rules  457(h)(1)  and 457(c) under the  Securities  Act of
     1933,  as  amended,  upon the basis of the average of the high and low sale
     prices of the Registrant's Common Shares as reported on the Nasdaq National
     Market on August 10, 2000.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents are incorporated by reference in this Registration
Statement:

               (a) The  Registrant's  latest  annual  report  filed  pursuant to
          Sections  13(a) or 15(d) of the  Securities  Exchange Act of 1934 (the
          "Exchange Act");

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

               (c) The  description of the  Registrant's  Common Shares which is
          contained  in the  Registrant's  Registration  Statement  filed  under
          Section 12 of the Exchange Act,  including  any  amendments or reports
          filed for the purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14,  and 15(d) of the  Exchange  Act,  prior to the  filing of a
post-effective amendment to this Registration Statement which indicates that all
of the Common  Shares  offered have been sold or which  deregisters  all of such
shares 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.  Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

ITEM 4.       DESCRIPTION OF SECURITIES.

              Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  1701.13(E)  of the Ohio  Revised  Code sets forth  conditions  and
limitations  governing the  indemnification  of officers,  directors,  and other
persons.

     Section 6.1 of Article 6 of the Amended and Restated Code of Regulations of
the Company (see  Exhibit  4(a))  contains  certain  indemnification  provisions
adopted  pursuant  to  authority  contained  in Section  1701.13(E)  of the Ohio
Revised Code. The Company's Code of Regulations provides for the indemnification
of its officers, directors, employees, and agents, or persons who are serving or
have  served at the  request of the  Company as a  director,  trustee,  officer,
employee, or agent of another corporation, domestic or foreign, nonprofit or for
profit,  partnership,  joint venture,  trust, or other  enterprise,  against all
expenses with respect to any judgments,  fines,  and amounts paid in settlement,
or with respect to any  threatened,  pending,  or  completed  action,  suit,  or
proceeding  to which  they  were or are  parties  or are  threatened  to be made
parties by reason of acting in such capacities,  provided that it is determined,
either by a majority vote of a quorum of disinterested  directors of the Company
or by the  shareholders  of the  Company or  otherwise  as  provided  in Section
1701.13(E) of the Ohio Revised Code, that: (a) they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the Company;  (b) in any action,  suit,  or proceeding by or in the right of the
Company, they were not, and have not been adjudicated to have been, negligent or
guilty of misconduct in the performance of their duties to the Company; (c) with
respect to any criminal action or proceeding,  that they had no reasonable cause
to believe that their conduct was  unlawful.  Section  1701.13(E)  provides that
expenses,  including attorneys' fees, incurred in defending any action, suit, or
proceeding,  may be paid by the Company in advance of the final  disposition  of
such  action,  suit,  or  proceeding,  upon  receipt  of an  undertaking  by the
indemnified person to repay such amount in the event that indemnification  shall
be deemed improper.

     The Company has entered into  Indemnification  Agreements  with each of its
directors.  These  contracts  generally:  (i)  confirm  the  existing  indemnity
provided to them under the Company's  Code of  Regulations  and assure that this
indemnity will continue to be provided;  and (ii) provide that, in addition, the
directors  shall be indemnified  to the fullest extent  permitted by law against
all expenses  (including  legal  fees),  judgments,  fines,  and amounts paid in
settlement actually and reasonably  incurred by them in any threatened,  pending
or completed  action or  proceeding,  including any action by or in the right of
the Company, on account of their service as a director or officer of the Company
or at the  request or with the  consent of the  Company as a trustee,  director,
officer, employee, or agent of another corporation or enterprise. Coverage under
the contracts is excluded:  (A) to the extent the director is indemnified  under
directors' and officers' liability insurance  maintained by the Company;  (B) on
account  of  conduct  which is  finally  adjudged  to be  knowingly  fraudulent,
deliberately  dishonest,  or  willful  misconduct;  (C)  if  a  final  court  of
adjudication shall determine that such  indemnification is not lawful; or (D) on
account of any suit in which  judgment is rendered  against the  director for an
accounting  of  profits  made  from  the  purchase  or sale by the  director  of
securities of the Company  pursuant to Section 16(b) of the Securities  Exchange
Act of  1934  or any  similar  provision.  The  Indemnification  Agreements  are
applicable to claims asserted after their  effective date,  whether arising from
acts or omissions occurring before or after their effective date.

     The Company has purchased a liability  policy to indemnify its officers and
directors  against loss  arising from claims by reason of their legal  liability
for acts as officers and directors,  subject to  limitations  and conditions set
forth in the policy.

     At present,  there are no claims,  actions,  suits, or proceedings  pending
where indemnification would be required under these provisions,  and the Company
does not know of any threatened claims, actions, suits, or proceedings which may
result in a request for such indemnification.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

              Not applicable.

ITEM 8.       EXHIBITS.

                                             If Incorporated by Reference,
Exhibit                                      Document with which Exhibit was
  No.      Description of Exhibit            Previously Filed with SEC
-------    ----------------------            -------------------------------

4(a)       Registrant's Amended and          Registration Statement on Form S-1,
           Restated Articles of              File No. 33-40643 (see Exhibit 3(a)
           Incorporation.                    therein).

4(b)       Registrant's Amendment to         Registration Statement on Form S-8,
           the Amended and Restated          File No. 33-89400 (see Exhibit 4(b)
           Articles of Incorporation.        therein).

4(c)       Registrant's Amendment to         Form 10-K Annual Report for the
           the Amended and Restated          year ended December 31, 1998 (see
           Articles of Incorporation.        Exhibit 3(A)(3)therein)

4(d)       Registrant's Amended and          Registration Statement on Form S-1,
           Restated Code of Regulations.     File No. 33-40643 (see Exhibit 3(b)
                                             therein).

4(e)       Registrant's 2000 Stock           Definitive Proxy Statement on Form
           Option Plan.                      DEF 14A, File No. 000-19289 (see
                                             Appendix A therein).

5          Opinion of Baker &                Contained herein.
           Hostetler LLP.

23(a)      Consent of Baker &                Contained in Exhibit 5.
           Hostetler LLP.

23(b)      Consent of Ernst &                Contained herein.
           Young LLP

24         Powers of Attorney.               Contained herein.

ITEM 9.       UNDERTAKINGS.

              The Registrant hereby undertakes:

               (a) 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, as amended (the  "Securities  Act");  (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;  and (iii) to  include  any  material
          information  with respect to the plan of  distribution  not previously
          disclosed in the Registration Statement or any material change to such
          information in the Registration  Statement.  Provided,  however,  that
          paragraphs  (a)(i)  and  (a)(ii)  shall 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  Exchange Act that are
          incorporated by reference in the Registration Statement.

               (b) That, for the purpose of determining  any liability under the
          Securities Act, 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.

               (c) 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 Registrant  hereby  undertakes  that,  for purposes of determining  any
liability  under the  Securities  Act,  each filing of the  Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act 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
may  be  permitted  to  directors,  officers,  and  controlling  persons  of the
Registrant pursuant to the provisions  described in Item 6, above, 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  Securities  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
Securities 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,  thereunto  duly
authorized, in the City of Columbus, State of Ohio, on August 15, 2000.

                                 STATE AUTO FINANCIAL CORPORATION

Date:   August 15, 2000          By       /s/ Robert H. Moone

                                 Title    President and Chief Executive Officer

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

Name                                  Title                    Date

/s/ Robert H. Moone                   President and Chief      August 15, 2000
____________________________          Executive Officer and
Robert H. Moone                       Director (principal
                                      executive officer)

/s/ Steven J. Johnston                Senior Vice President,   August 15, 2000
____________________________          Chief Financial Officer
Steven J. Johnston                    (principal financial
                                      officer and principal
                                      accounting officer)

/s/ John R. Lowther                   Vice-President,          August 15, 2000
____________________________          Secretary, General
John R. Lowther                       Counsel and Director

Robert L. Bailey*                     Chairman of the Board    August 15, 2000
                                      and Director
____________________________
Robert L. Bailey

David J. D'Antoni*                    Director                 August 15, 2000

____________________________
David J. D'Antoni

Urlin G. Harris, Jr.*                 Director                 August 15, 2000

____________________________
Urlin G. Harris, Jr.

Paul W. Huesman*                      Director                 August 15, 2000

____________________________
Paul W. Huesman

William J. Lhota*                     Director                 August 15, 2000

____________________________
William J. Lhota

George R. Manser*                     Director                 August 15, 2000

____________________________
George R. Manser

Richard K. Smith*                     Director                 August 15, 2000

____________________________
Richard K. Smith
*Steven J. Johnston,  by signing his name hereto,  does hereby execute this
Registration  Statement  on behalf  of each of the  indicated  directors  of the
Registrant  pursuant to powers of attorney  executed by such directors and filed
as an exhibit to this Registration Statement.

By /s/ Steven J. Johnston                                       August 15, 2000

Steven J. Johnston, Attorney-in-Fact
EXHIBIT INDEX

                                               If incorporated by reference,
Exhibit Number                                 document with which Exhibit
Number           Exhibits                      was previously filed

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

4(a)             The Registrant's Amended      Incorporated herein by reference
                 and Restated Articles of      to Exhibit 3(a) of the
                 Incorporation.                Registrant's Registration
                                               Statement on Form S-1
                                               (File No. 33-40643) filed on
                                               May 17, 1991.

4(b)             Amendment to the              Incorporated herein by reference
                 Registrant's Amended and      to Exhibit 4(b) of the
                 Restated Articles of          Registrant's Registration
                 Incorporation.                Statement on Form S-8
                                               (File No. 33-89400) filed on
                                               February 10, 1995.

4(c)             Amendment to the              Incorporated herein by reference
                 Registrant's Amended          to Exhibit 3(A)(3) of the
                 and Restated Articles         Registrant's annual report on
                 of Incorporation.             Form 10-K filed on March 30,
                                               1999.

4(d)             The Registrant's Amended      Incorporated herein by reference
                 and Restated Code of          to Exhibit 3(b) of the
                 Regulations.                  Registrant's Registration
                                               Statement on Form S-1
                                               (File No. 33-40643) filed on
                                               May 17, 1991.

4(e)             Registrant's 2000 Stock       Incorporated herein by reference
                 Option Plan.                  to Appendix A of the Registrant's
                                               Definitive Proxy Statement on
                                               Form DEF 14A (File No. 000-19239)
                                               filed on April 21, 2000.

5                Opinion of Baker &            Contained herein.
                 Hostetler LLP

23(a)            Consent of Baker &            Contained in Exhibit 5.
                 Hostetler LLP

23(b)            Consent of Ernst and          Contained herein
                 Young LLP

24               Powers of Attorney for        Contained herein.
                 Richard K. Smith, David J.
                 D'Antoni, Paul W. Huesman,
                 William J. Lhota, George R.
                 Manser, Urlin G. Harris and
                 Robert L. Bailey
EXHIBIT 5

                        OPINION OF BAKER & HOSTETLER LLP

                              BAKER & HOSTETLER LLP
                              65 East State Street
                                   Suite 2100
                              Columbus, Ohio 43215

                                 August 15, 2000

State Auto Financial Corporation
518 East Broad Street
Columbus, Ohio  43215

Ladies and Gentlemen:

     We are  acting as  counsel to State  Auto  Financial  Corporation,  an Ohio
corporation  (the  "Company"),  in  connection  with the  Company's  filing of a
Registration  Statement  on Form S-8  (the  "Registration  Statement")  with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The Company is filing the  Registration  Statement to register  5,000,000 Common
Shares,  without par value,  of the  Company  (the  "Shares")for  offer and sale
under, and pursuant to, the Company's 2000 Stock Option Plan (the "Plan").

     In  connection  therewith,  we have  examined  the  Company's  Amended  and
Restated  Articles of  Incorporation,  as  amended,  the  Company's  Amended and
Restated  Code of  Regulations,  and the  records,  as  exhibited  to us, of the
corporate  proceedings of the Company.  We have also examined a copy of the Plan
and such other documents and records, including a certificate from the secretary
of the Company,  as we considered  necessary  for purposes of this  opinion.  In
rendering this opinion,  we have assumed the  genuineness,  without  independent
investigation, of all signatures on all documents examined by us, the conformity
to original documents of all documents submitted to us as certified or facsimile
copies, and the authenticity of all such documents.

     Based upon the  foregoing,  we are of the opinion that the Shares have been
duly  authorized  and, when sold and paid for in the manner  contemplated by the
Plan, will have been validly issued and will be fully paid and nonassessable.

     We consent to the filing of this opinion as an exhibit to the  Registration
Statement.

                                                 Very truly yours,

                                                 /s/ Baker & Hostetler LLP
                                                 BAKER & HOSTETLER LLP
EXHIBIT 23(a)

                        CONSENT OF BAKER & HOSTETLER LLP

                             Contained in Exhibit 5.
Exhibit 23(b)

                         Consent of Independent Auditors

     We consent to the incorporation by reference in the Registration  Statement
(Form S-8)  pertaining  to the 2000 Stock  Option  Plan of State Auto  Financial
Corporation  of  our  report  dated  February  18,  2000,  with  respect  to the
consolidated   financial  statements  and  schedules  of  State  Auto  Financial
Corporation  included  in its  Annual  Report  (Form  10-K)  for the year  ended
December 31, 1999, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Ernst & Young LLP

Columbus, Ohio
August 11, 2000
EXHIBIT 24

                                POWER OF ATTORNEY

     The undersigned,  each a director, officer, or both of State Auto Financial
Corporation,  an  Ohio  corporation  (the  "Company"),  hereby  constitutes  and
appoints Robert H. Moone, Steven J. Johnston,  and John R.  Lowther, and each of
them, my true and lawful  attorneys-in-fact  and agents,  with full power to act
without the other,  with full power of substitution and  resubstitution,  for me
and in my name,  place,  and stead, in my capacity as director or officer of the
Company, to execute any and all of the Company's Registration Statements on Form
S-8, and any and all amendments thereto (including  post-effective  amendments),
to register under the Securities Act of 1933, as amended (the "Securities Act"),
any Common  Shares,  without  par value,  of the  Company  for sale  under,  and
pursuant  to,  any and all of the  Company's  current  or  hereafter  adopted or
approved stock option plans or other  "employee  benefit plans" (as such term is
defined under Rule 405 promulgated  under the Securities Act), as such plans are
currently amended or shall hereafter be amended,  including  without  limitation
the 2000 Stock Option Plan, the 2000  Directors  Stock Option Plan, and the 1991
Employee Stock Purchase and Dividend  Reinvestment  Plan and Trust,  and to file
the same, with all exhibits thereto and other documents in connection therewith,
with   the   Securities   and   Exchange   Commission,    granting   unto   said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises, as fully to all intents and purposes as I might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents, or any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.

/s/ Robert L. Bailey

________________________________                           Date:  July 7, 2000
         Robert L. Bailey

/s/ /David J. D'Antoni

________________________________                           Date:  July 7, 2000
         David J. D'Antoni

/s/ Urlin G. Harris, Jr.

________________________________                           Date:  July 7, 2000
         Urlin G. Harris, Jr.

/s/ Paul W. Huesman

________________________________                           Date:  July 7, 2000
         Paul W. Huesman

/s/ Steven J. Johnson

________________________________                           Date:  July 7, 2000
         Steven J. Johnston

/s/ William J. Lhota

________________________________                           Date:  July 7, 2000
         William J. Lhota
/s/ John R. Lowther

_________________________________                          Date:  July 7, 2000
         John R. Lowther

/s/ George R. Manser

__________________________________                         Date:  July 7, 2000
         George R. Manser

/s/ Robert H. Moone

__________________________________                         Date:  July 7, 2000
         Robert H. Moone

/s/ Richard K. Smith

__________________________________                         Date:  July 7, 2000
         Richard K. Smith