Exhibit 11
THE ST. PAUL COMPANIES, INC. AND SUBSIDIARIES
Computation of Earnings Per Share

                                                   Three Months Ended
                                                        March 31
                                                  --------------------
                                                    1999          1998
                                                  ------        ------
                                          (In millions, except per share data)

EARNINGS                                                               
Basic:                                                                 
Net income, as reported                              $165         $195      
Dividends on preferred stock, net of taxes             (2)          (2)       
Premium on preferred shares redeemed                   (1)          (1)       
                                                    -----        -----   
 Net income available to common shareholders         $162         $192      
                                                    =====        =====      
                                                                       
Diluted:                                                               
Net income available to common shareholders          $162         $192      
  Effect of dilutive securities:                                 
   Convertible preferred stock                          2            2         
   Convertible monthly income preferred securities      2            1
   Zero coupon convertible notes                        1            1         
                                                    -----        -----   
 Net income available to common shareholders         $167         $196      
                                                    =====        =====      
                                                                       
COMMON SHARES                                                          
Basic:                                                                 
 Weighted average common shares outstanding           230          234       
                                                    =====        =====      
Diluted:                                                               
  Weighted average common shares outstanding          230          234
  Effect of dilutive securities:                                       
   Stock options                                        2            4         
   Convertible preferred stock                          7            8         
   Convertible monthly income preferred securities      7            7         
   Zero coupon convertible notes                        3            3         
                                                    -----        -----    
           Total                                      249          256       
                                                    =====        =====      
                                                                       
EARNINGS PER COMMON SHARE                                              
Basic                                               $0.70        $0.82     
                                                    =====        =====     
Diluted                                             $0.67        $0.77     
                                                    =====        =====