USF&G CORPORATION
                                    Form 10-K
                                      1993



                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                                   Form 10-K

                 Annual Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

For the Fiscal Year Ended                           Commission File Number
December 31, 1993                                                   1-8233

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

Maryland                                                        52-1220567
(State of Incorporation)                  (IRS Employer Identification No.)

                100 Light Street, Baltimore, Maryland 21202
            (Address of principal executive offices)   (zip code)

                          Telephone:  410-547-3000

Securities registered pursuant to Section 12(b) of the Act:
   $4.10 Series A Convertible Exchangeable Preferred Stock,
   Par Value $50
   $5.00 Series C Cumulative Convertible Preferred Stock,
   Par Value $50
   Preferred Share Purchase Rights

   Common Stock, Par Value $2.50

   Securities registered pursuant to Section 12(g) of the Act: None

   Registered-New York Stock Exchange
   Registered-Pacific Stock Exchange
   Registered-New York Stock Exchange
   Registered-Pacific Stock Exchange
   Registered-New York StockExchange
   Registered-Pacific Stock Exchange
   Registered-New York Stock Exchange
   Registered-Pacific Stock Exchange

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding twelve
(12) months and (2) has been subject to such filing requirements
for the past 90 days. Yes_X__   No____

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.    [X]

The aggregate market value of voting stock held by
non-affiliates of the registrant as of March 28, 1994, was
$1,214,501,978.

Voting stock held by any persons who may be deemed to be
affiliates under Rule 405 would be immaterial.

The number of shares outstanding of the issuer's common stock as
of March 28, 1994:

   Common Stock, Par Value $2.50; 85,228,209 shares outstanding.

Documents Incorporated by Reference:
   Portions of the 1993 Annual Report to Shareholders are
   incorporated by reference into Parts I and II.

   Portions of the definitive proxy statement for the annual
   meeting scheduled for May 4, 1994, are incorporated
   by reference into Part III.

Exhibit Index is on page 18.

USF&G Corporation
Index

Part I
Item 1.     Description of Business
   1.1.     General                                                   1
   1.2.     Business Segments                                         1
   1.3.     Distribution Systems                                      5
   1.4.     Competition                                               6
   1.5.     Investments                                               6
   1.6.     Property/Casualty Loss Reserves                           7
   1.7.     Life Benefit Reserves                                    11
   1.8.     Geographical Distribution                                11
   1.9.     Executive Officers of the Registrant                     12
Item 2.     Business Properties                                      13
Item 3.     Legal Proceedings                                        13
Item 4.     Submission of Matters to a Vote of Security Holders      14

Part II
Item 5.     Market for Registrant's Common Equity and
            Related Shareholder Matters                              16
Item 6.     Selected Financial Data                                  16
Item 7.     Management's Discussion and Analysis of Financial
                   Condition and Results of Operations               16
Item 8.     Financial Statements and Supplementary Data              16
Item 9.     Changes in and Disagreements with Accountants on
                   Accounting and Financial Disclosure               16

Part III
Item 10.    Executive Officers and Directors of the Registrant       17
Item 11.    Executive Compensation                                   17
Item 12.    Security Ownership of Certain Beneficial Owners
            and Management                                           17
Item 13.    Certain Relationships and Related Transactions           17

Part IV
Item 14.    Exhibits, Financial Statement Schedules, and Reports
            on Form 8-K                                              18

USF&G Corporation
Part 1

Item I. Description of Business
1.1. General
USF&G Corporation (the "Corporation") is a holding corporation
organized in 1981 as a Maryland corporation. United States
Fidelity and Guaranty Company ("USF&G Company"), organized in
1896 under  Maryland law, is the predecessor registrant of the
Corporation. The term "Corporation" as used in the Form 10-K
refers to the Corporation and all of its subsidiaries. As of
December 31, 1993, the Corporation had approximately 6,500
employees.

The Corporation, through its subsidiaries, is primarily engaged
in the business of insurance. Property/casualty insurance is its
primary business. USF&G Company, the Corporation's largest
subsidiary, is the 21st largest property/casualty insurer among
over 3,000 insurers in the United States based on 1992 statutory
net premiums written. Life  insurance and annuity products are
sold by Fidelity and Guaranty  Life Insurance Company ("F&G
Life"). Noninsurance operations are  composed of the parent
company, asset management, and management consulting services.

1.2. Business Segments
Financial information about the Corporation's business segments
is set forth in Note 13 of the Notes to Consolidated Financial
Statements in the Corporation's 1993 Annual Report to Shareholders
(hereinafter referred to as "Consolidated Financial Statements")
and incorporated herein by reference. A description of the
Corporation's principal business segments begins with the Property/
Casualty Insurance Segment on page 1, and continues with the Life
Insurance Segment on page 4, and Parent and Noninsurance Operations
on page 5 of this Form 10-K.

1.2a. Property/Casualty Insurance Segment
USF&G Company currently underwrites most forms of property/
casualty insurance. USF&G Company's property/casualty business
is grouped into four business categories:  commercial, personal,
reinsurance, and fidelity/surety. In 1993, the property/casualty
segment accounted for  85 percent of the Corporation's total
revenues and 67 percent of its total assets. Selected financial
data for the property/casualty insurance  segment are as follows:


(dollars in millions)                      1993    1992    1991    1990    1989    1988    1987    1986    1985    1984
Operating Results
                                                                                   
  Premiums earned                        $2,327  $2,533  $3,018  $3,330  $3,532  $3,613  $3,746  $3,539  $2,962  $2,215
  Losses and loss expenses incurred       1,758   2,088   2,545   2,763   2,732   2,648   2,734   2,765   2,623   1,980
  Underwriting expenses                     796     872     988   1,089   1,136   1,129   1,108   1,049     920     706
  Underwriting loss                      $ (227) $ (427) $ (515) $ (522) $ (336) $ (164) $  (96) $ (275) $ (581) $ (471)
  Net investment income                  $  433  $  475  $  498  $  576  $  623  $  621  $  607  $  565  $  348  $  333
  Net income (loss)                         281     193     (40)   (192)    200     318     331     310    (116)    (69)
Financial Position
  Investments                            $6,916  $6,948  $7,599  $6,983  $7,479  $7,416  $6,649  $6,026  $4,997  $3,614
  Assets                                  9,565   8,253   9,353   8,959   9,443   9,294   8,483   7,772   6,775   5,395
  Unpaid losses and loss expenses         6,329   5,540   5,704   5,630   5,461   5,256   4,774   4,112   3,521   2,825

Operating ratios-GAAP:

  Loss ratio                               75.6    82.4    84.3    83.0    77.3    73.3    73.0    78.1    88.6    89.4
  Expense ratio                            34.2    34.4    32.7    32.7    32.2    31.2    29.6    29.6    31.0    31.9

     Combined ratio                       109.8   116.8   117.0   115.7   109.5   104.5   102.6   107.7   119.6   121.3
 Statutory Data
   Premiums written                      $2,429  $2,420  $3,032  $3,631  $3,698  $3,892  $3,845  $3,696  $3,151  $2,318
   Policyholders' surplus (USF&G Company) 1,541   1,467   1,404   1,352   1,417   1,395   1,242   1,240     913     653

Operating ratios-statutory:

   Loss ratio                              75.4    82.0    84.1    81.9    76.5    73.1    73.2    79.1    90.7    90.5
   Expense ratio                           33.7    34.9    33.1    32.9    32.8    31.1    30.1    29.1    30.0    31.4

      Combined ratio                      109.1   116.9   117.2   114.8   109.3   104.2   103.3   108.2   120.7   121.9

Policyholders' dividend ratio                .3      .3      .5      .5      .6      .6      .9      .8     1.0     1.2

USF&G Company reinsures portions of its policy risks with other
insurance companies or underwriters and remains contingently
liable under these contracts (ceded reinsurance). In addition,
it assumes policy risks from other insurance companies and
through participation in pools and associations (assumed
reinsurance). (Refer to the Assumed Reinsurance Category
discussion on page 3 of this Report). The information presented
for the property/casualty insurance segment is net of applicable
reinsurance amounts.

Reinsurance allows USF&G Company to obtain indemnification
against losses associated with insurance contracts it has
written by entering into a reinsurance contract with another
insurance enterprise (the reinsurer). USF&G Company pays (cedes)
an amount to the reinsurer who agrees to reimburse USF&G Company
for a specified portion of any claims paid on business under the
reinsured contracts. Reinsurance gives USF&G Company the ability
to write certain individually large risks or groups of risks,
and control its exposure to losses by ceding a portion of such
large risks. USF&G Company's ceding reinsurance agreements are
generally structured on a treaty basis whereby all risks meeting
a certain criteria are automatically reinsured.

USF&G Company may also use supplemental facultative reinsurance
based on an underwriter's evaluation of characteristics of a
specific insured risk. The following table summarizes the
approximate extent of the company's reinsurance coverages.

                       Coverage
Risk Type            Percentage                Coverage
Property*                    90%     $50 - $160 million
Casualty                    100          7 - 43 million
Fidelity                    100          2 - 50 million
Surety                      100          5 - 30 million
Workers Compensation        100         1 - 525 million

*Individual property losses are recoverable in excess of a $1 to
$4 million net retention  established by the underwriter.

Commercial Category: Commercial coverages provide protection
related to property loss, liability claims, and workers
compensation benefits to businesses and other institutions. This
type of insurance protects against loss from damage to the
insured's covered properties and protects against legal
liability for injuries to other persons or damage to their
property arising from the insured's business operations. Workers
compensation provides benefits to employees, as mandated by
state laws, for employment-related accidents, injuries, or
illnesses. Selected data for the commercial category are as
follows:


(dollars in millions)                  1993      1992     1991
Automobile:
                                               
  Premiums written                   $  389    $  413   $  499
  Statutory combined ratio             87.5      96.5    106.6
General Liability:
  Premiums written                   $  371    $  366   $  472
  Statutory combined ratio            118.7     137.6    128.9
Property:
  Premiums written                   $  315    $  315   $  349
  Statutory combined ratio            101.3     115.6    109.6
Workers Compensation:
  Premiums written                   $  164    $  261   $  460
  Statutory combined ratio            233.8     150.0    152.5
Total Commercial:
  Premiums written                   $1,239    $1,355   $1,780
  Underwriting loss*                   (223)     (343)    (455)
  Percent of total premiums written      51%       56%      59%
GAAP Underwriting Ratios:
  Loss ratio                           83.0      87.8     91.7
  Expense ratio                        35.3      35.4     32.5
  Combined ratio                      118.3     123.2    124.2
Statutory Underwriting Ratios:
  Loss ratio                           83.6      86.9     91.6
  Expense ratio                        34.7      36.3     33.4
  Combined ratio                      118.3     123.2    125.0

[FN]
*Reported in accordance with Generally Accepted Accounting
Principles ("GAAP")

Personal Category: Personal coverages for automobile and
homeowners insurance include aspects of property loss and
liability risks. Automobile policies cover liability to
third-parties for bodily injury and property damage, and cover
physical damage to the insured's own vehicle resulting from
collision and various other perils. Homeowners policies protect
against loss of dwellings and contents arising from a variety of
perils, as well as liability arising from ownership or
occupancy. Selected data for the personal category are as
follows:


(dollars in millions)                  1993      1992     1991
Automobile:
                                               
  Premiums written                   $  489    $  512   $  668
  Statutory combined ratio            100.6     103.5    107.2
Homeowners:
  Premiums written                   $  139    $  169   $  204
  Statutory combined ratio            115.9     143.0    123.2
Other Property:
  Premiums written                   $   25    $   45   $   53
  Statutory combined ratio            134.5     110.0    101.9
Total Personal:
  Premiums written                   $  653    $  726   $  925
  Underwriting loss*                    (28)     (110)     (97)
  Percent of total premiums written      27%       30%      30%
GAAP Underwriting Ratios:
  Loss ratio                           70.6      80.9     80.0
  Expense ratio                        33.5      33.1     30.5
  Combined ratio                      104.1     114.0    110.5
Statutory Underwriting Ratios:
  Loss ratio                           71.2      80.0     80.0
  Expense ratio                        33.9      33.2     30.4
  Combined ratio                      105.1     113.2    110.4

[FN]
*Reported in accordance with GAAP

Assumed Reinsurance Category: USF&G Company operates a
separate reinsurance division which underwrites treaty
reinsurance and is composed of various wholly-owned
subsidiaries. The lead company in this group, F&G Re, Inc., acts
as the reinsurance underwriting manager and solicits and
services assumed reinsurance for USF&G Company. F&G Re, Inc.,
writes reinsurance in North America and in specific  foreign
countries (mainly in Western Europe and Japan). Reinsurance
prices and conditions are not normally subject to the same state
regulation applicable to the primary insurance market because
reinsurers  contract solely with other insurance companies.
Selected data for the reinsurance category are as follows:


(dollars in millions)                1993    1992    1991
                                            
Premiums written                     $403    $243    $211
Underwriting gain*                     32      20      26
Percent of total premiums written      17%     10%     7%
GAAP Underwriting Ratios:
  Loss ratio                         66.7    75.0    40.9
  Expense ratio                      22.6    12.1    31.5
  Combined ratio                     89.3    87.1    72.4
Statutory Underwriting Ratios:
  Loss ratio                         67.3    76.9    59.1
  Expense ratio                      24.6    17.0    29.9
  Combined ratio                     91.9    93.9    89.0

[FN]
*Reported in accordance with GAAP

Fidelity/Surety Category: Fidelity bonds indemnify employers
against the dishonesty or default of employees in their
employment. These types of bonds are written for mercantile
businesses, financial institutions, and public officials. Surety
bonds guarantee the performance of a principal who undertakes
contractual or statutory obligations, and indemnify third-party
obligees for damages caused by the principal+s failure to
perform. Selected data for the fidelity/surety category are as
follows:


(dollars in millions)                  1993       1992     1991
Fidelity:
                                                 
  Premiums written                      $19     $   18    $  20
  Statutory combined ratio            109.6       75.8     92.1
Surety:
  Premiums written                     $101     $   91    $  96
  Statutory combined ratio            106.4      100.1     99.9
Total Fidelity/Surety:
  Premiums written                     $120       $109     $116
  Underwriting gain (loss)*              (8)         6       11
  Percent of total premiums written       5%         4%       4%
GAAP Underwriting Ratios:
  Loss ratio                           50.2       32.3     35.5
  Expense ratio                        56.6       62.6     55.5
  Combined ratio                      106.8       94.9     91.0
Statutory Underwriting Ratios:
  Loss ratio                           50.5       32.0     42.3
  Expense ratio                        56.4       64.0     56.3
  Combined ratio                      106.9       96.0     98.6

[FN]
*Reported in accordance with GAAP

1.2b. Life Insurance Segment
The life insurance segment ("F&G Life") sells many forms of
annuity and life insurance products. In 1993, the segment
accounted for 14 percent of the Corporation's total revenues
and 34 percent of its total assets. Selected financial data
for the life insurance segment are as follows:


(dollars in millions)       1993     1992     1991     1990     1989     1988     1987     1986     1985     1984
Operating Results
                                                                            
  Premium income         $   129  $   104  $   169  $   186  $   165  $   178  $   133  $    79  $    67  $    58
  Net investment income      321      349      370      348      273      159       88       67       50       39
  Net income (loss)           10       (5)      31      (16)      31       14       37       20       27       18
Life Insurance Sales
  Annuities              $   162  $    93  $   195  $   972  $   872  $   930  $   198  $    47  $    88  $    56
  Permanent                    4        9       12       17       20      106       51       10        9        7
  Term and group               2        2        2        5        6        9        6        6        6        6
      Total              $   168  $   104  $   209  $   994  $   898  $ 1,045  $   255  $    63  $   103  $    69
Financial Position
  Investments            $ 4,540  $ 4,512  $ 4,672  $ 4,308  $ 3,372  $ 2,240  $ 1,086  $   707  $   535  $   403
  Assets                   4,848    4,856    5,012    4,721    3,645    2,471    1,194      784      607      468
  Policy benefit reserves  3,973    3,896    3,773    3,924    2,838    1,875      795      501      402      282
  Statutory surplus          316      310      283      254      245      169      107       82       56       53
Life Insurance In Force
  Permanent              $ 6,733  $ 6,769  $ 6,937  $ 7,014  $ 6,038  $ 4,930  $ 3,979  $ 3,035  $ 2,228  $ 1,613
  Term                     5,347    5,549    5,854    6,463    6,438    6,603    6,579    6,648    6,338    6,009
  Group                       30       42      586    4,373    4,605    4,058    2,834    2,687    2,737    2,695
     Total               $12,110  $12,360  $13,377  $17,850  $17,081  $15,591  $13,392  $12,370  $11,303  $10,317

F&G Life Products: Life insurance and annuity sales
(premiums and deposits) by product type are as
follows:


(in millions)                                1993    1992    1991
                                                   
Structured settlement annuities              $ 66    $ 37   $  71
Single premium deferred annuities              44      33      70
Tax-sheltered annuities                        35      -       -
Other annuities                                17      23      54
Life insurance                                  6      11      14
   Total                                     $168    $104    $209

Single-premium deferred annuities ("SPDAs") offer the owner the
option of receiving a lump sum distribution at a future date or
a series of fixed payments over a specified period.
Tax-sheltered annuity ("TSA") products, which provide retirement
income, are a type of deferred  annuity. Other annuities consist
of single-premium immediate annuities ("SPIAs"), which provide
for payments that begin within one year after the sale and
continue over a fixed period or an individual's lifetime.
Structured settlements are immediate annuities principally sold
through the property/casualty company in settlement of insurance
claims.

Other insurance products include recurring and single premium
universal life and term insurance that generally provide a fixed
benefit upon the death of the insured. These products were sold
on an individual  and group basis. However, F&G Life sold its
group life business in 1991. Universal life insurance provides a death
benefit for the life of the insured and accumulates cash values
to which interest is credited. Term life insurance provides a
fixed death benefit if the insured dies during the  contractual
period.

Universal life products, which represent all the permanent life
insurance sales in 1993 through 1991, and have been the majority
of permanent life insurance sales since 1988, also include a
cash value component that is credited with interest at
competitive rates. The interest rates are applied to premiums
for one year from receipt; new rates are declared quarterly on
recurring premium policies and semi-monthly on single  premium
policies. Universal life cash values are charged for the cost
of life insurance coverage and for administrative expenses.
Additional information on the life insurance segment's products
is discussed on pages 42 and 43 in Management's Discussion and
Analysis to Consolidated Financial Statements.

1.2c. Parent and Noninsurance Operations
Selected financial data for the parent company and noninsurance  operations
are as follows:


(in millions)                                   1993     1992    1991
Revenues before realized gains (losses):
                                                       
  Management consulting                       $   32    $  30   $  36
  Oil and gas                                      -       19      23
  Other noninsurance investments                  10        4       8
  Parent and other                                 8       14       8
     Total revenues before realized
       gains (losses)                         $   50    $  67   $  75

Parent company expenses:
  Interest expense                            $ (37)    $ (35)  $ (42)
  Unallocated expense, net                      (35)      (34)    (20)
Noninsurance losses:
  Management consulting                          (2)       (4)     (2)
  Oil and gas                                     -       (18)    (17)
  Other noninsurance investments                 (9)      (13)    (22)
Realized losses on investments                  (45)      (50)    (37)
Restructuring charges                             -        (2)     (6)
Loss from discontinued operations                 -        (7)    (23)
Other                                             2         3       2
  Total parent/noninsurance net loss          $(126)    $(160)  $(167)

The parent company performs corporate functions including
managing the capital requirements of the Corporation and its
subsidiaries. The noninsurance operations include management
consulting services, asset management services, and discontinued
operations. As a result  of restructuring, there were no oil and
gas operating losses in 1993. During 1992, the investment in oil
and gas properties was merged with another oil and gas
exploration and production company. Discontinued operations
included certain investment management, leasing, marketing, and
travel services, and other operations.

1.3. Distribution Systems
The Corporation's subsidiaries market a full range of property/
casualty insurance and life insurance products.

Property/Casualty Insurance:  USF&G Company's products have been
sold exclusively by independent agents since its founding in
1896.  Independent agents generally represent multiple insurance
companies. USF&G Company's products are sold through
approximately 3,900  independent agencies in the United States
on a commission basis.

USF&G Corporation
Part 1

During 1992, USF&G Company initiated the implementation of a
regionalization strategy to enhance marketing and underwriting
operations. Five regions have been established to improve
marketing effectiveness and further streamline branch operations.
In addition, product and market strategic business units have
been formed to implement highly focused strategies targeted at
the most attractive market segments.

USF&G Company maintains 5 regional offices and 30 branch offices
to service its independent agents and policyholders. The
regional offices are located in the Northeast, Southeast,
Midwest, and Western areas, and in Mississippi. The branch
offices are located throughout the United States. These offices
support the administration of underwriting standards, the
delivery of policies, and the supervision of the company's claim
offices.

Life Insurance: F&G Life's sales by distribution system are as
follows:


(in millions)                               1993    1992    1991
                                                   
Direct-structured settlement annuities      $ 66    $ 37    $ 71
Independent agencies/insurance brokers        60      60      76
National wholesaler - TSA                     35       -       -
Member firm/financial institutions             7       7      62
  Total                                     $168    $104    $209

Structured settlements are annuities sold predominately through
the property/casualty company in settlement of certain of its
insurance claims. Tax-sheltered annuities are sold through a
national wholesale distribution network primarily to teachers.
SPDAs are sold primarily through independent agents and
insurance brokers. Prior to 1992, most SPDAs were sold through
securities brokerage firms (member firm and other financial
institutions).

1.4. Competition
Property/Casualty Insurance: The property/casualty insurance
industry is highly competitive with about 3,000 companies
nationwide. These insurers are not only stock companies but
also mutual companies and other underwriting organizations.
USF&G Company ranked 21st in the industry based on 1992
statutory net premiums written and 23rd based on 1992
statutory policyholders' surplus. USF&G Company competes with
other property/ casualty insurance companies whose products are
distributed through national, regional and local independent
agencies, direct sales and brokers. Consumers may also use
self-insurance, which includes captive insurance subsidiaries.

Pricing is a primary means of competition in the
property/casualty industry. The industry is currently in a
period of significant price  competition, which adversely
affects USF&G Company's profitability. Availability and quality
of products, quality and speed of service  (including claims
service), financial strength, distribution systems and technical
expertise are also important elements of competition. In
personal and other lines offered by USF&G Company, significant
price competition is experienced from direct-writing companies
that do not use independent agents and generally have lower
policy acquisition costs.

Life Insurance: The Corporation's life insurance subsidiaries
operate in a competitive environment, with approximately 2,000
companies in the industry including stock and mutual companies.
F&G Life ranked 74th in the United States based on 1992
statutory assets and 93rd based on 1992 statutory capital and
surplus.

In the life insurance industry, interest crediting rates, policy
features, financial stability and service quality are important
competitive factors. F&G Life's products compete not only with
those offered by other life insurance companies, but also with
other income accumulation-oriented products offered by other
financial institutions. F&G Life has experienced considerable
competitive pressure in recent periods as a result of its
relatively lower credit ratings. Competitive pressures for
agency business also have intensified in recent years because of
an increase in the variety of products available in the market
and efforts of competitors to expand their market shares.

Premium Rates:  Most states have laws requiring that rate
schedules and other information be filed with a regulatory
authority for substantially all property, casualty, and surety
lines. Some states permit insurers to use rates without prior
regulatory approval whereas other states prohibit implementation
of new rates without such approval. The authority may disapprove
a filing if it finds that the rates are inadequate, excessive,
or unfairly discriminatory. Rates are not necessarily uniform
for all insurers. In states that require prior approval of
rates, regulators usually require the submission of historical
data to justify rate increases and, accordingly, there is often
a time lag between identifying the need for rate increases and
securing such increases. The effect of this lag is particularly
severe in times of rising claims and inflation. Rates for life
insurance are generally not regulated.

1.5. Investments
Investing the net cash flows from operations is a major
aspect of the property/casualty and life insurance
businesses. The components of the Corporation's investment
portfolio and investment performance are discussed on pages 45
through 49, and 65 through 67 of the 1993 Annual Report to
Shareholders incorporated herein by reference.

1.6. Property/Casualty Loss Reserves
1.6a. General
The reserve liabilities for property/casualty
losses and loss adjustment expenses ("LAE") represent estimates
of the ultimate net cost of all unpaid losses and loss adjustment
expenses incurred through December 31 of each year. The reserves
are determined using adjusters' individual case estimates and
actuarially based statistical projections.

USF&G Company's estimates of losses for reported claims are
established judgmentally on an individual case basis. Such
estimates are based on a claim adjuster's particular expertise
with the type of risk involved and knowledge of circumstances
surrounding the individual claims. These estimates are reviewed
on a regular basis and updated as additional facts become known.

The reserves derived from statistical projections are subject to
the effects of trends in claim severity and frequency.
Statistical projections are employed in three specific areas: 1)
to calculate bulk reserves for incurred but not reported
("IBNR") losses and provide for development of case basis loss
reserves; 2) to calculate allocated LAE reserves; and 3) to
calculate unallocated LAE reserves.

IBNR and Case Development Reserves: USF&G Company's estimates of
IBNR and case development reserves are derived from analyses of
historical patterns of development of paid and reported losses
by accident year for each line of business. The loss projection
procedures used in this analysis contain explicit provisions for
quantifying the effect of inflation on loss payments expected to
be made in the future. This process relies on the basic
assumption that past experience adjusted for the effect of
current developments and likely trends is an appropriate basis
for predicting future events.

Allocated LAE: USF&G Company's estimates of unpaid LAE are based
on analyses of the long-term relationship of projected ultimate
LAE to projected ultimate losses for each line of business. By
using incurred losses as a base, inflation assumptions
applicable to loss reserves apply equally to allocated expense
reserves.

Unallocated LAE: Unallocated LAE reserves are based on
historical relationships of paid unallocated expenses to paid
losses. As with allocated LAE, the inflation assumptions
applicable to loss reserves are presumed to apply equally to
unallocated expense reserves.

The process of estimating the liability for unpaid losses and
LAE is inherently judgmental. The process is influenced by
factors which are subject to significant variation. Possible
sources of variation include changing rates of inflation
(particularly medical cost inflation) as well as changes in
other economic conditions, the legal system and internal claims
settlement practices, among other variables. In many cases
significant periods of time may lapse between the occurrence of
an insured event, the reporting of a claim to USF&G Company and
USF&G Company's final settlement of the claim. More than 45
percent of USF&G Company's loss and LAE reserves are provided
for claims which have been incurred but not reported and for
future development on reported claims. While USF&G Company
reports a single amount as the estimate for unpaid loss and LAE
as of each valuation date, the reported reserves should be
considered the best estimate from a range of possible outcomes.
It is unlikely that future losses and LAE will develop exactly
as projected and may in fact vary significantly from
projections. These estimates are continually reviewed and
updated as experience develops and new information becomes
known. Any resulting adjustments are reflected in current
operating results.

1.6b. Discounted Loss Reserves
The reserves for permanent-total disability benefits and long-term
medical care benefits under workers compensation insurance are discounted
at rates of interest generally ranging from 3 percent to 5 percent. The
carrying amount of such workers compensation reserves, net of
reinsurance and net of discount, was $1.75 billion, $1.80
billion, and $1.85 billion at December 31, 1993, 1992, and 1991,
respectively. The discount is amortized over the expected
lifetimes of the claimants. Discounted reserves come from three
sources: reserves assumed from the Workers Compensation
Reinsurance Bureau (WCRB), reserves assumed from residual market
pools, and reserves for USF&G Company's net retained business.

WCRB is a voluntary association of primary workers compensation
insurers formed for the purpose of providing excess of loss
reinsurance to its members. At the end of 1993, a significant
portion of USF&G  Company's reinsurance treaty with WCRB was
commuted. A large body of claims, previously ceded to WCRB and
then retroceded to WCRB member companies in proportion to
relative premium volume, is now retained directly by USF&G
Company. The reduction in USF&G Company's ceded reserves is
offset by a corresponding reduction in reserves assumed from
WCRB. Prior to this commutation, WCRB was the main source of
discount, utilizing a rate of 5 percent. Concurrently with the
commutation, the discount rate on the remaining portion of
reserves assumed from WCRB was reduced from 5 percent to 4
percent to comply with discount rate limitations prescribed by
state regulators. The following table shows the changes in
estimates of the workers compensation discount.


(in millions)                                       1993    1992    1991
                                                           
Estimated discount, January 1                       $680    $683    $631
Estimated (reduction) additional discount accrued   (138)     29      73
Less estimated discount amortized                     34      32      21
Estimated discount, December 31                     $508    $680    $683

The source of the negative discount in 1993 results from the
WCRB commutation and the concurrent reduction in discount rates.
Additionally, the discount was reduced by a redistribution of
reserves to states and re-apportionment on reserves assumed
from residual market pools.

1.6c. Roll-Forward of Liability for Loss and Loss Adjustment
Expenses
The following table reconciles the changes in loss and
LAE reserves for the years presented.


(in millions)                               1993      1992      1991
                                                     
Reserve at beginning of year              $5,540    $5,704    $5,630
Incurred for claims occurring during:
  Current year                             1,696     2,010     2,416
  Prior years                                 62        78       129
    Total incurred                         1,758     2,088     2,545
Payments for claims occurring during:
  Current year                               562       684       821
  Prior years                              1,460     1,568     1,650
    Total paid                             2,022     2,252     2,471
  Total reserve at end of year, net       $5,276    $5,540    $5,704
  Reinsurance receivable                   1,053
  Total reserve at end of year, gross     $6,329

1.6d. Analysis of Loss and Loss Adjustment Expense Reserve
Development
The following table shows property/casualty loss reserves as
recorded in the indicated years and subsequent payments made
with respect to such reserves and re-estimates of such reserves.
The top line shows the estimated liability that was recorded at
the end of each of the indicated years for all current and prior
year unpaid losses and LAE. The upper portion of the table shows
the cumulative amount subsequently paid in succeeding years.
The lower portion of the table shows re-estimates of the original
recorded reserve as of the end of each successive year. Such
re-estimations result from development of additional facts and
circumstances pertaining to unsettled claims. The bottom line
shows the deficiency for each year and represents the dollar
amount of the cumulative change through 1993 that is attributable
to the original recorded reserve for each prior year. Such change
has been reflected in income of subsequent years.

The columns in the table below are cumulative. For example, the
deficiency related to losses settled in 1993 but incurred in
1983 and prior years would be included in the cumulative
deficiency amounts for 1983 through 1992, but the re-estimation
of such losses would have affected income for 1993 only.
Conditions and trends that have affected reserve development in
the past may change and may not necessarily occur in the future.
Therefore, care should be exercised in extrapolating future
reserve redundancies or deficiencies from such development.


     Analysis of Loss and Loss Adjustment Expense Reserve Development

                                                                    At December 31
(in millions)                    1983     1984      1985       1986     1987     1988     1989     1990     1991    1992    1993
                                                                                        
Liability for Unpaid losses
  and LAE                      $2,352   $2,817    $3,510     $4,089   $4,741   $5,204   $5,461   $5,630   $5,704  $5,540  $5,276
Cumulative paid as of:
  One year later                  845    1,027     1,251     1,347     1,373    1,537    1,719    1,650    1,568   1,460
  Two years later               1,354    1,659     2,040      2,163    2,256    2,611    2,789    2,740    2,524       -
  Three years later             1,737    2,131     2,557      2,777    3,030    3,347    3,587    3,411        -       -
  Four years later              2,040    2,451     2,971      3,313    3,548    3,935    4,049        -        -       -
  Five years later              2,246    2,708     3,362      3,639    3,990    4,261        -        -        -       -
  Six years later               2,415    2,947     3,595      3,863    4,237        -        -        -        -       -
  Seven years later             2,592    3,112     3,759      4,055        -        -        -        -        -       -
  Eight years later             2,691    3,243     3,918          -        -        -        -        -        -       -
  Nine years later              2,778    3,368         -          -        -        -        -        -        -       -
  Ten years later               2,874        -         -          -        -        -        -        -        -       -
Liability reestimated:
  One year later                2,479     3,131     3,696     4,208    4,881    5,233    5,673    5,759    5,782   5,602
  Two years later               2,655     3,249     3,914     4,443    4,941    5,481    5,794    5,899    5,911       -
  Three years later             2,719     3,384     4,168     4,585    5,107    5,562    5,954    6,143        -       -
  Four years later              2,818     3,563     4,341     4,721    5,285    5,757    6,239        -        -       -
  Five years later              2,944     3,696     4,457     4,916    5,440    6,025        -        -        -       -
  Six years later               3,049     3,778     4,631     5,048    5,698        -        -        -        -       -
  Seven years later             3,118     3,932     4,743     5,278        -        -        -        -        -       -
  Eight years later             3,243     4,039     4,954         -        -        -        -        -        -       -
  Nine years later              3,330     4,220         -         -        -        -        -        -        -       -
  Ten years later               3,475         -         -         -        -        -        -        -        -       -
Cumulative deficiency         $(1,123)  $(1,403)  $(1,444)  $(1,189)  $ (957)  $ (821)  $ (778)  $ (513)  $ (207)  $ (62)

Certain reserves are recorded on a discounted basis to reflect
the value of timing differences between the recording of
reserves and subsequent payment. The amortization of that
discount is included in the reserve deficiencies shown above.

The preceding table shows a $62 million increase in prior year
incurred losses representing current year adjustments to loss
reserves recorded in prior years. Such increase reflected
changes based on additional data and experience in the
evaluation of ultimate expected costs associated with prior year
exposures. The increase is primarily attributable to
strengthening of the unallocated loss expense reserve for
voluntary  and servicing carrier business. In addition, as shown
in the workers compensation discount table, $34 million of
amortized discount in 1993 will contribute to the increase in
prior year incurred losses.

        Effect of Reserve Reestimations on Calendar Year Operations
                    (increase) decrease in reserves


                                                                                                       Total by
                                                                                                       Accident
(in millions)              1984    1985    1986    1987    1988    1989    1990    1991   1992    1993     Year
Accident Years
                                                                        
  1983 & Prior            $(127)  $(176)   $(64)   $(99)  $(126)  $(105)   $(69)  $(125)  $(87)  $(145)  $(1,123)
  1984                        -    (138)    (54)    (36)    (53)    (28)    (13)    (29)   (20)    (36)     (407)
  1985                        -       -     (68)    (83)    (75)    (40)    (34)    (21)    (5)    (30)     (356)
  1986                        -       -       -      99      19      31     (20)    (20)   (20)    (19)       70
  1987                        -       -       -       -      95      82     (30)     17    (23)    (28)      113
  1988                        -       -       -       -       -       31    (82)     97    (40)    (10)       (4)
  1989                        -       -       -       -       -       -      36     (40)    35     (17)       14
  1990                        -       -       -       -       -       -       -      (7)    21      41        55
  1991                        -       -       -       -       -       -       -       -     61     115       176
  1992                        -       -       -       -       -       -       -       -      -      67        67
Total by calendar year    $(127)  $(314)  $(186)  $(119)  $(140)  $(29)   $(212)  $(128)  $(78)   $(62)  $(1,395)

In the table above, each column total shows reserve
re-estimates made  in the indicated calendar year and
details the accident year to which the re-estimates apply.
Cumulative reserves have generally developed favorably for
accident years from 1986 to 1992. Adverse development on
accident years prior to 1986 results primarily from the
continued  reevaluation of data in the general liability and
workers compensation lines of business. Acquisition of
additional data, more refined data  segments and enhancements in
reserve evaluation techniques have resulted in an increase in
the provision for losses and loss adjustment expenses in those
accident years.

1.6e. Loss Portfolio Transfers
Also included in the table "Analysis of Loss and Loss Adjustment
Expense Development" are various loss portfolio transfer
transactions. These transactions are reinsurance contracts
that do not involve the same type of risk as traditional
reinsurance. In a loss portfolio reinsurance contract, USF&G
Company assumes another insurer's outstanding loss reserves for
a price equal to their discounted value plus a fee. These contracts
generally provide for fixed loss payments at specified future dates.
The financial risk involved is whether the investment income earned
on the cash received will cover the discount associated with the
losses assumed. This financial risk is controlled by the
Corporation's asset/liability management techniques, which involve
matching the maturities of the investment portfolio to expected
patterns of future claim and benefit payments.

Loss portfolio transfers have had no impact on reported reserve
deficiencies and no future loss development, either adverse or
favorable,  is anticipated. Loss portfolio transfers included in
outstanding reserves were as follows:


(in millions)
                                
   1993                            $110
   1992                             123
   1991                             279
   1990                             324
   1989                             397
   1988                             394
   1987                             355
   1986                             241

1.6f. Structured Settlements
Structured settlements represent the settlement of claims
through the purchase of annuities.  While they result in
accelerated claim payments, structured settlements generally
reduce the ultimate amount of claims paid. Structured
settlements are used primarily in the third-party liability
and workers compensation lines of business. These types of
settlements were not used extensively on liability lines
until 1985. Their use was extended to workers compensation
claims in 1987. The number of such settlements has grown
steadily and they appear to be having an impact on claim
payment patterns. USF&G Company has developed  procedures
to ensure that the impact of structured settlements is given
appropriate recognition in estimating ultimate reserve liabilities.

1.6g. Reconciliation of Liability for Loss and Loss Adjustment
Expenses from SAP to GAAP
The following table presents the differences between property/
casualty insurance claim reserves reported in the Consolidated
Financial Statements in accordance with generally accepted
accounting principles ("GAAP"), and the consolidated annual
statement filed with state insurance departments in accordance
with statutory accounting practices ("SAP"):


                                                     At December 31
(in millions)                                     1993    1992    1991
                                                       
SAP basis property/casualty reserves           $ 4,961  $5,361  $5,417
Reserves of foreign subsidiaries (consolidated
  for GAAP but not SAP)                            315     240     355
Estimated salvage and subrogation
  recoveries (primarily on property
  and surety lines, cash basis for SAP
  but accrual basis for GAAP), plus
  other immaterial items                            -      (61)    (68)
GAAP basis property/casualty reserves, net       5,276   5,540   5,704
Reinsurance receivable                           1,053
GAAP basis property/casualty reserves, gross     6,329

Reserves of life insurance subsidiaries, net     3,969   3,896   3,773
Reinsurance receivable                               4
Reserves of life insurance subsidiaries, gross   3,973
  Total liability on GAAP basis                $10,302  $9,436  $9,477

1.7. Life Benefit Reserves
Ordinary life insurance future policy benefit reserves are
computed under the net level premium method using assumptions
for future investment yields, mortality, and withdrawal rates.
These assumptions reflect F&G Life's experience, modified to
reflect anticipated trends, and provide for possible adverse
deviation. Reserve interest rate assumptions are graded and
range from 4.25 percent to 8.25 percent.

Universal life and annuity reserves are computed on the
retrospective deposit method, which produces reserves equal to
the cash value of the contracts. Such reserves are not reduced
for charges that would be deducted from the cash value of
policies surrendered. Reserves on single premium annuities with
guaranteed payments are computed on the prospective deposit
method, which produces reserves equal to the present value of
future benefit payments.

The table below shows F&G Life's benefit reserves by policy type.


                                         At December 31
(in millions)                       1993      1992      1991
Single premium annuities:
                                             
  Deferred                        $2,138    $2,077    $1,996
  Immediate                          815       788       790
Other annuities                      462       508       500
Universal life/term/group life       554       523       487
  Total, net                      $3,969    $3,896    $3,773
Reinsurance receivable                 4
  Total, gross                    $3,973

1.8. Geographical Distribution
The risks insured by the Corporation's insurance subsidiaries are
geographically diversified primarily throughout the United States.
Reinsurance risks are incurred throughout North America and
specific foreign countries (mainly in Western Europe and Japan).
The products marketed by the Corporation's management consulting
subsidiary, a part of noninsurance operations, are distributed
throughout the world. Total assets and revenues of foreign
operations are not material.  The tables below show the composition
of statutory voluntary direct premiums written for the Corporation's
property/casualty operations and statutory premium income of its
life insurance operations by region for the year ended 1993.


Property/Casualty
Voluntary Direct Premiums Written
                                            
  Northeast                                      28%
  Southeast                                      25
  Midwest                                        22
  West                                           17
  Mississippi                                     8
    Total                                       100%

Life Statutory
Premium Income
  Northeast                                      46%
  South                                          17
  Northwest                                      15
  Midwest                                        12
  Southwest                                      10
    Total                                       100%

USF&G Corporation
Part 1


1.9. Executive Officers of the Registrant

                           
Name                     Age     Positions and Office with Registrant or Significant Subsidiaries
Norman P. Blake, Jr.     52      Chairman of the Board, President, Chief Executive Officer, and Director
Glenn W. Anderson        41      Executive Vice President-Commercial Lines
Gary C. Dunton           38      Executive Vice President-Field Operations
Dan L. Hale              49      Executive Vice President-Chief Financial Officer
Kenneth E. Cihiy         47      Senior Vice President-Claims
Thomas K. Lewis, Jr.     41      Senior Vice President-Chief Information Officer
John A. MacColl          45      Senior Vice President-General Counsel and Assistant Secretary
Amy P. Marks             37      Senior Vice President-Human Resources
Richard J. Potter        48      Senior Vice President-Personal Lines
Andrew A. Stern          36      Senior Vice President-Strategic Planning and Corporate Marketing
John C. Sweeney          49      Senior Vice President-Chief Investment Officer

All persons in the preceding table are officers of the
Registrant except Glenn W. Anderson, Kenneth E. Cihiy, and Gary
C. Dunton, who are executive officers of United States Fidelity
and Guaranty Company  (a wholly owned subsidiary of the
Registrant).

Mr. Anderson was Vice President of Strategic Target Marketing
with Fireman's Fund Insurance Company, a domestic insurance
company,  and joined the Corporation in December 1992. Mr. Blake
was Chairman and Chief Executive Officer of Heller International
Corporation, a world-wide commercial financial services
organization, and joined the  Corporation in November 1990. Mr.
Cihiy was Resident Vice President of Sacramento Field Operations
with Aetna Life and Casualty Company, an insurance and financial
services company, and joined the Corporation  in May 1993. Mr.
Dunton was Vice President and Division Manager  of Standard
Lines with Aetna Life and Casualty Company and joined  the
Corporation in December 1992. Mr. Hale was President and  Chief
Executive Officer of Chase Manhattan Leasing Company, an
international leasing company, and joined the Corporation in
February 1991. Mr. Lewis was Vice President and General Manager
for Europe, Middle East, and Africa for Seer Technologies, a
joint venture of CS First Boston and IBM, and joined the
Corporation in November 1993. Mr. MacColl was previously a
partner in the Baltimore office of the law firm of Piper and
Marbury, and joined the Corporation in January 1989. Ms. Marks
was Senior Engagement Manager with McKinsey & Company, a
national business consulting firm, and joined the Corporation
in January 1992. Mr. Potter was President of Credit Life
Insurance  Company before its merger with Aon Corporation, a
diversified insurance holding company, and joined the
Corporation in February 1991.  Mr. Stern was Partner and Vice
President of Booz Allen & Hamilton, a national business
consulting firm, and joined the Corporation in May 1993. Mr.
Sweeney was a Principal and Practice Director with Towers
Perrin, an asset management and consulting company, and joined
the Corporation in November 1992.

Item 2.  Business Properties
Real estate owned and used in the regular conduct of business
consists of 12 business properties located in various cities
throughout the United States. The Corporation's Mount Washington
Center, located in Baltimore, Maryland, is the principal owned
property. This is the headquarters for the life insurance
operations, and the location of the information systems and
training and development complexes.

In addition, the Corporation leases approximately 120 offices in
various cities in the regular course of business. See Note 5 of
Notes to the  Consolidated Financial Statements. The principal
leased property is a 40-story home office building in Baltimore,
Maryland, sold in 1984 and leased back by the Corporation.

Item 3.  Legal Proceedings
The Corporation's insurance subsidiaries are routinely engaged in
litigation in the normal course of their business, including
defending claims for punitive damages.  As a liability insurer,
they defend third-party claims brought against their insureds.
As an insurer, they defend  themselves against coverage claims.

In the opinion of management the litigation described herein is
not expected to have a material adverse effect on USF&G
Corporation's consolidated financial position, although it is
possible that the results of operations in a particular quarter
or annual period would be materially affected by an unfavorable
outcome.

3.1. Shareholder Class Action Suits
During 1990 and 1991, twelve class action complaints were filed
against the Corporation in the United States District Court for the
District of Maryland and the United States District Court for
the Eastern District of Pennsylvania. The Corporation moved to
dismiss all twelve complaints. The complaints refer to the
Corporation's public announcement on November 7, 1990, concerning
a reduction in its dividend and related matters. All class action
suits were consolidated for all purposes, under the caption IN RE
USF&G CORPORATION SECURITIES LITIGATION in the United States District
Court for the District of Maryland. By an order dated February 11,
1993, the court dismissed eleven of the class action complaints
and on April 23, 1993, the court dismissed the remaining action.
The plaintiffs have appealed these rulings and on January 6, 1994,
the Fourth Circuit of Appeals affirmed the dismissal of all twelve
suits. The plaintiffs have not yet indicated whether they will seek
review from the United States Supreme Court. While the outcome cannot
be predicted with any certainty, management believes the lawsuits are
without merit and the outcome is unlikely to have a material adverse
effect on the Corporation's financial position.

3.2. Maine "Fresh Start" litigation.
In 1987, the State of Maine adopted workers compensation reform
legislation which was intended to rectify historic rate inadequacies
and encourage insurance companies to reenter the Maine voluntary
workers compensation market. This legislation, which was popularly
known as "Fresh Start," required the Maine Superintendent of
Insurance to  annually determine whether the premiums collected for
policies written in the involuntary market and related investment
income were adequate on a policy-year basis. The Superintendent
was required to assess a surcharge on policies written in later
policy years if it was determined that rates were inadequate.
Assessments were to be borne by workers compensation policyholders,
except that for policy years beginning in 1989 the Superintendent
could require insurance carriers to absorb up to 50 percent of
any deficits if the Superintendent found that insurance  carriers
failed to make good faith efforts to expand the voluntary market
and depopulate the residual market. Insurance carriers which served
as servicing carriers for the involuntary market would be obligated
to pay 90 percent of the insurance industry's share. The Maine
Fresh Start statute requires the Superintendent to annually
estimate each year's deficit for seven years before making a
final determination with respect to that year.

In March 1993, the Superintendent affirmed a prior Decision and
Order (known as "1992 Fresh Start Order") in which he, among
other things, found that there were deficits for the 1988, 1989,
and 1990 policy years, and that insurance carriers had not made
a good faith effort to expand the voluntary market and
consequently were required to bear 50 percent of any deficits
relating to the 1989 and 1990 policy years. The Superintendent
further found that a portion of these deficits were attributable
to servicing carrier inefficiencies and poor investment
practices and ordered that these costs be absorbed by insurance
carriers. Also, in May 1993 the Superintendent found that
insurance carriers would be liable for 50 percent of any
deficits relating to the 1991 policy year (the "1993 Fresh Start
Order"), but indicated that he would make no further
determinations regarding the portions of any deficits
attributable to alleged servicing carrier inefficiencies and
poor investment practices until his authority to make such
determinations was clarified in the  various suits involving
prior Fresh Start orders.

USF&G Company was a servicing carrier for the Maine residual
market in 1988, 1989, 1990, and 1991. The Corporation withdrew
from the Maine voluntary market and as a servicing carrier
effective December 31, 1991. The Corporation has joined in an
appeal of the 1992 Fresh Start Order which was filed April 5,
1993, in a case captioned THE HARTFORD ACCIDENT AND INDEMNITY
COMPANY, ET AL., V. SUPERINTENDENT OF INSURANCE filed in
Superior Court, State of Maine, Kennebec.  In addition to The
Hartford Accident and Indemnity Company and USF&G Company, the
National Council of Compensation Insurance ("NCCI") and seven
other insurance companies which were servicing carriers during
this time frame have instituted similar appeals. These appeals
will be heard  on a consolidated basis, in a case captioned,
NATIONAL COUNCIL OF COMPENSATION INSURANCE, ET AL., V.
ATCHINSON. USF&G Company is seeking, among other things, to have
the court set aside the Superintendent's findings that the
industry did not make a good faith effort to expand the
voluntary market and is responsible for deficiencies resulting
from alleged poor servicing and investments. Similar appeals of
the Superintendent's 1993 Fresh Start Order have been filed by
USF&G Company, the NCCI, and several other servicing carriers in
the same court. The appeals of the 1993 Fresh Start Order will
be heard on  a consolidated basis in a case captioned THE
NATIONAL COUNCIL OF COMPENSATION INSURANCE, ET AL., V.
ATCHINSON.

Estimates of the potential deficits vary widely and are
continuously revised as loss and claims data matures. If the
Superintendent were  to prevail on all issues, then the range of
liability for USF&G Company, based on the most recent estimates
provided by the Superintendent  and the NCCI, respectively,
could range from approximately $12 million to approximately $19
million. However, USF&G Company believes that it has meritorious
defenses and has determined to defend the actions vigorously.

3.3. Arkansas Servicing Carrier Litigation
On September 14, 1993, Interstate Contractors, Inc. and two other
Arkansas corporations filed a class action in the U.S. District
Court for the Eastern District of Arkansas, Little Rock, against
the National  Council on Compensation Insurance ("NCCI"), USF&G
and ten other insurance companies which served as servicing carriers
for the Arkansas involuntary workers compensation market. The case,
which is captioned INTERSTATE CONTRACTORS, INC., ET AL. V. NATIONAL
COUNCIL ON COMPENSATION INSURANCE, ET AL., alleges that the
defendants failed to provide safety and loss control services,
claim management services, and assistance in moving
insureds from the involuntary market to the voluntary market.
The plaintiffs are pursuing their claims under various legal
theories, including breach of contract, breach of fiduciary
duty, and negligence. The plaintiffs seek unspecified
compensatory damages based on the premiums attributable to
services allegedly not performed and damages allegedly incurred
as a result of the alleged failure to  provide such services.
USF&G Company believes that it has meritorious defenses and has
determined to defend the action vigorously. Management believes
that it is unlikely such claims will have a material adverse
effect on USF&G Corporation's financial position.

3.4. North Carolina workers compensation Litigation
On November 24, 1993, N.C. Steel, Inc. and six other North
Carolina employers filed a class action in the General Court
of Justice, Superior Court Division, Wake County, North Carolina,
against the NCCI, North Carolina Rate Bureau, USF&G Company and
eleven other insurance companies which served as servicing carriers
for the North Carolina involuntary workers compensation market.
On January 20, 1994, the plaintiffs filed an amended complaint
seeking to certify a class of all employers who purchased workers
compensation insurance in the State of North Carolina after
November 24, 1989. The amended complaint, which is captioned
N.C. STEEL INC. ET AL., V. NATIONAL COUNCIL ON COMPENSATION
INSURANCE, ET AL., alleges that the defendants conspired to
suppress competition with respect to the North Carolina
voluntary and involuntary workers compensation business, thereby
artificially inflating the rates in such markets and the fees
payable to the insurers. The  complaint also alleges that the
carriers agreed to improperly deny  qualified companies from
acting as servicing carriers, improperly encouraged agents to
place employers in the assigned risk pool, and improperly
promoted inefficient claims handling. USF&G Company has acted as
a servicing carrier in North Carolina since 1990. The plaintiffs
are pursuing their claims under various legal theories,
including violations of the North Carolina antitrust laws,
unlawful conspiracy, breach of fiduciary duty, breach of implied
covenant of good faith and fair dealing, unfair competition,
constructive fraud, and unfair and deceptive trade practices.
The plaintiffs seek unspecified compensatory damages,  punitive
damages for the alleged construction fraud, and treble damages
under the North Carolina antitrust laws. USF&G Company believes
that it has meritorious defenses and has determined to defend
the action vigorously. Management believes that it is unlikely
such claims will have a material adverse effect on USF&G
Corporation's financial position.

3.5. Proposition 103
In November 1988, California voters passed Proposition 103,
which required insurers doing business in that state to rollback
property/ casualty premium prices in effect between November 1988
and  November 1989 to 1987 levels, less an additional 20 percent
discount, unless an insurer could establish that such rate levels
threatened its solvency. As a result of a court challenge, the
California Supreme Court ruled in May 1989 that an insurer does
not have to face insolvency in order to qualify for exemption
from the rollback requirements and is entitled to a "fair and
reasonable return." Significant controversy has surrounded the
numerous regulations proposed by the California  Insurance
Department, which would be used to determine whether rate
rollbacks and premium refunds are required by insurers. Some
of the Insurance Department's proposals were disapproved by the
California Office of Administrative Law ("OAL"), which is
responsible for the review and approval of such regulations. The
most recent regulations proposed by the Insurance Department have
not yet been reviewed by the OAL, pending a recent court challenge
by various insurers to the Department's authority to issue such
regulations. On February 25, 1993, the trial judge presiding over
that court challenge voided substantial parts of the regulations
proposed by the Insurance Department. The court held that the Insurance
Department's regulations exceeded the Department's authority by
setting rates based upon an across-the-board formula. The court
indicated that rates and what constitutes a reasonable return
would have to be determined individually for each insurer and
that the Department's authority was to approve or disapprove
rates proposed by insurers rather than setting rates which
cannot vary from a  prescribed formula. An appeal is currently
pending before the California Supreme Court.

During 1989, less than five percent of USF&G's total premiums
were written in the State of California. USF&G believes that the
returns it received, both during and since the one-year rollback
period, have not exceeded the "fair and reasonable return"
standard. Additionally, based on the long history of events and
the significant uncertainty about the Insurance Department's
regulations, management does not believe it is probable that the
revenue recognized during the rollback period will be subject to
a material refund. Management believes that no premium refund
should be required for any period after November 8, 1988, but
that any rate rollbacks and premium refunds, if ultimately
required, would not have a material adverse effect on USF&G
Corporation's financial position.

Item 4.  Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders,
through the solicitation of proxies or otherwise, during the
fourth  quarter of 1993.

USF&G Corporation
Part II

Item 5.  Market for Registrant's Common Equity and Related
Shareholder Matters
Market and dividend information for the Corporation's common
stock on page 88 of the Annual Report to Shareholders for 1993
is incorporated herein by reference.

Item 6.  Selected Financial Data
Selected financial data of the Corporation on pages 56 and 57
of the Annual Report to Shareholders for 1993 is incorporated
herein by  reference.

Item 7.  Management's Discussion and Analysis of Financial
Condition and Results of Operations
Management's Discussion and Analysis on pages 34 through 55 of
the Annual Report to Shareholders for 1993 is incorporated
herein by reference.

Item 8.  Financial Statements and Supplementary Data
The consolidated financial statements of the Corporation and notes
to such financial statements on pages 58 through 82 of the
Annual Report to Shareholders for 1993 are incorporated herein
by reference.

Item 9.  Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Not applicable.

USF&G Corporation
Part III

Item 10.  Executive Officers and Directors of the Registrant
Information regarding the Corporation's executive officers can
be found on page 12 of this Form 10-K. Information regarding the
Corporation's directors is incorporated herein by reference to
the Election of Directors section of the Corporation's
definitive proxy statement for its annual meeting of
shareholders to be held May 4, 1994.

Item 11.  Executive Compensation
See the Compensation of Executive Officers and Directors
section of  the Corporation's definitive proxy statement for
its annual meeting of shareholders to be held May 4, 1994,
which is incorporated herein by reference. To the best
of the Corporation's knowledge, there were no late filings under
Section 16(a) of the Securities Exchange Act of 1934.

Item 12. Security Ownership of Certain Beneficial Owners and Management
See the Stock Ownership of Certain Beneficial Owners, Directors
and Management section of the Corporation's definitive proxy
statement for its annual meeting of shareholders to be held
May 4, 1994, which is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions
See the Other Information-Certain Business Relationships section of
the Corporation's definitive proxy statement for its annual meeting
of shareholders to be held May 4, 1994, which is incorporated
herein by reference.

USF&G Corporation
Part IV

Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K
(a) (1) Financial Statements
The following consolidated financial statements of USF&G
Corporation and its subsidiaries, included in the annual report
of the registrant to its shareholders for the year ended
December 31, 1993, are incorporated by reference in Item 8:

        Consolidated Statement of Operations
        Consolidated Statement of Financial Position
        Consolidated Statement of Cash Flows
        Consolidated Statement of Shareholders' Equity
        Notes to Consolidated Financial Statements
        Report of Independent Auditors

        (2) Schedules
        The following consolidated financial statement schedules of
        USF&G Corporation and its subsidiaries are included in Item
        14(d):

    Page 24    Schedule I.  Summary of Investments-Other than
                                      Investments in Related Parties
      25-27    Schedule III.  Condensed Financial Information of
                                      Registrant
                28    Schedule V.  Supplementary Insurance Information
                29    Schedule VI. Reinsurance
                30    Schedule IX. Short-term Borrowings
                31    Schedule X.  Supplemental Information Concerning
                                      Consolidated Property/Casualty
                                      Insurance Operations

      All other schedules specified by Article 7 of Regulation S-X are
      not required pursuant to the related instructions or are
      inapplicable and, therefore, have been omitted.

    (3) Exhibits
     The following exhibits are included in Item 14:

   Page __      Exhibit 11    Computation of Earnings Per Share
        __      Exhibit 12    Computation of Ratio of
                                Consolidated Earnings to Fixed Charges
                                and Preferred Stock Dividends

      A copy of all other exhibits not included with this Form 10-K
      may be obtained without charge upon written request to the
      Secretary at the address shown on page ___ of this Form 10-K.

Exhibit 3A
Charter of USF&G Corporation.

Exhibit 3B
Amended By-laws of USF&G Corporation. Incorporated by
reference to Exhibit 3B, 1985 Annual Report on Form 10-K.

Exhibit 4A
Rights agreement dated as of September 18, 1987,
between USF&G Corporation and First Chicago Trust Company of New
York (successor to Morgan Shareholder's Service Trust Company)
including Form of Rights Certificate. Incorporated by reference
to Exhibits 1 and 2 to the Registrant's Form 8-A filed
September 31, 1987, File No. 1-8233.

Exhibit 4B
Indenture dated as of October 15, 1986, between USF&G Corporation
and Chemical Bank (Delaware). Incorporated by reference to
Exhibit 4.1 to the Registrant's Form 10-Q for the quarter ended
September 30, 1986, File No. 1-8233.

Exhibit 4C
Officer's certificate dated November 19, 1986, classifying 8 7/8%
Notes of USF&G Corporation. Incorporated by reference to
Exhibit 4.1 to the Registrant's Form 8-K dated November 19, 1986,
File No. 1-8233.

Exhibit 4D
Bond issuance and payment agreement dated November
16, 1987, for Swiss Franc Public Issue of 5 1/2% Bonds 1988-1996
of Swiss Francs 120,000,000. Incorporated by reference to
Exhibit 4M to the Registrant's Form 10-K for the year ended
December 31, 1987, File No. 1-8233.

Exhibit 4E
Indenture dated as of January 28, 1994, between USF&G Corporation
and Chemical Bank.

Exhibit 4F
Form of Note dated March 3, 1994, for Zero Coupon
Convertible  Subordinated Notes due 2009. Incorporated by
reference to Exhibit 4 to the Registrant's Form 8-K dated
March 3, 1994, File No. 1-8233.

Exhibit 10A
Credit Agreement dated as of March 20, 1990, as
amended on April 15, 1991, among USF&G Corporation, Morgan
Guaranty Trust Company of New York, and Swiss Bank Corporation
as agents. Incorporated by  reference to Exhibit 4F to the
Registrant's Form 10-K for the year ended December 31, 1991,
File No. 1-8233.

Exhibit 10B
Stock Option Plan of 1987. Incorporated by reference to
Exhibit 4.1 to the Registrant's Form S-8 dated July 28, 1987,
File No. 33-16111.

Exhibit 10C
Employment Agreement dated November 20, 1990, between the
Registrant and Norman P. Blake, Jr. Incorporated by
reference to  Exhibit 10A to the Registrant's Form 10-K for the
year ended December 31, 1990, File No. 1-8233.

Exhibit 10D
USF&G Supplemental Executive Retirement Agreement between the
Registrant and Norman P. Blake, Jr., dated November 20, 1990.
Incorporated by reference to Exhibit 10B to the Registrant's
Form 10-K for the year ended December 31, 1990, File No. 1-8233.

Exhibit 10E
Stock Option Plan of 1990. Incorporated by reference
to Exhibit 4 to the Registrant's Form S-8 Registration Statement
as filed December 7, 1990, File No. 33-38113. Certified Copy of
the Board Resolution adopted on December 6, 1990, amending the
Stock Option Plan of 1990.  Incorporated by reference to Exhibit
10G to the Registrant's Form 10-K for the year ended December
31, 1990, File No. 1-8233.

USF&G Corporation
Part IV

Exhibit 10F
Description of Management Incentive Plan. Incorporated by reference
to Exhibit 10J to the Registrant's Form 10-K for the year ended
December 31, 1990, File No. 1-8233.

Exhibit 10G
Description of Long-Term Incentive Compensation
Plan. Incorporated by reference to Exhibit 10K to the
Registrant's Form 10-K for the year ended December 31, 1990,
File No. 1-8233.

Exhibit 10H
Stock Incentive Plan of 1991. Incorporated by
reference to Exhibit 4(a) to the Registrant's Form S-8
Registration Statement as filed February 11, 1992, File No.
33-45664.

Exhibit 10I
Form of Stock Option Agreement used in connection
with the Stock Option Plan of 1987, Stock Option Plan
of 1990, and Stock Incentive Plan of 1991.

Exhibit 10J
1993 Stock Plan for Non-Employee Directors.  Incorporated
by reference to Exhibit 10N to the Registrant's Form 10-K
for the year ended  December 31, 1992, File No. 1-8233.

Exhibit 10K
Employment Agreement dated November 10, 1993,
between the Registrant and Norman P. Blake, Jr.

Exhibit 10L
Stock Option Agreement dated November 10, 1993,
between the Registrant and Norman P. Blake, Jr.

Exhibit 10M
Stock Option Agreement dated November 10, 1993,
between the Registrant and Norman P. Blake, Jr.

Exhibit 10N
Waiver dated November 10, 1993, between the
Registrant and Norman P. Blake, Jr.

Exhibit 10O
First Amendment to USF&G Supplemental Executive
Retirement Agreement between the registrant and Norman P.
Blake, Jr. dated November 10, 1993.

Exhibit 10P
Letter dated November 19, 1992, describing
Employment Arrangement between the Registrant
and Gary C. Dunton.

Exhibit 10Q
USF&G Supplemental Retirement Plan.

Exhibit 11
Computation of ratio of consolidated earnings to
fixed charges and preferred stock dividends.

Exhibit 12
Computation of earnings per share.

Exhibit 13
1993 Annual Report to Shareholders.

Exhibit 21
Subsidiaries of the registrant.

Exhibit 23
Consent of independent auditors.

Exhibit 28
Information from reports furnished to state
insurance regulatory authorities.

All other exhibits specified by Item 601 of Regulation S-K are
not required pursuant to the related instructions or are
inapplicable and, therefore, have been omitted.

(b) Reports on Form 8-K No reports on Form 8-K were filed during
the fourth quarter 1993. The registrant filed a Form 8-K on
February 14, 1994, reporting under Item 5, Other Events, audited
financial statements for the year ended December 31, 1993, and a
related Management's Discussion and Analysis, and other related
financial information. The registrant filed a Form 8-K March 3,
1994, reporting under Item 5, Other Events, related to the sale
of Zero Coupon Subordinated Notes.

USF&G Corporation
Signatures

                          Pursuant to the requirements of Section 13
                          or 15(d)  of the Securities Exchange Act of
                          1934, the Registrant has duly caused this
                          Annual Report to be signed on its behalf by
                          the undersigned, thereunto duly authorized.

                            USF&G CORPORATION

                            BY             NORMAN P. BLAKE, JR.
                                           Norman P. Blake, Jr.

                                     Chairman of the Board, President,
                                       and Chief Executive Officer

                          Dated at Baltimore, Maryland
                          March 30, 1994

                         Pursuant to the requirements of the Securities
                         Exchange Act of 1934, this report has been
                         signed below by the following persons on
                         behalf of the Registrant and in the capacities
                         and on the dates indicated.

                                         Principal Executive Officer:

                                             NORMAN P. BLAKE, JR.
                                             Norman P. Blake, Jr.

                                       Chairman of the Board, President,
                                      Chief Executive Officer, and Director

                                         Principal Financial and Accounting
                                                      Officer:

                                                 DAN L. HALE
                                                 Dan L. Hale

                                           Executive Vice President and
                                             Chief Financial Officer

                          Dated at Baltimore, Maryland
                          March 30, 1994


 Directors

         H. FURLONG BALDWIN                        ROBERT J. HURST
         H. Furlong Baldwin                        Robert J. Hurst



         MICHAEL J. BIRCK                          WILBUR G. LEWELLEN
         Michael J. Birck                          Wilbur G. Lewellen



        GEORGE L. BUNTING, JR.                     HENRY A. ROSENBERG, JR.
        George L. Bunting, Jr.                     Henry A. Rosenberg, Jr.



          ROBERT E. DAVIS                          LARRY P. SCRIGGINS
          Robert E. Davis                          Larry P. Scriggins



         RHODA M. DORSEY                           ANNE MARIE WHITTEMORE
         Rhoda M. Dorsey                           Anne Marie Whittemore



          DALE F. FREY                             GEORGE S. WILLS
          Dale F. Frey                             George S. Wills



       ROBERT E. GREGORY, JR.
       Robert E. Gregory, Jr.


USF&G Corporation
Schedule I. Summary of Investments - Other Than Investments in
Related Parties


                                                    At December 31, 1993
                                                                   Amount at
                                                                 which shown
                                                                      in the
                                                                Statement of
                                                                   Financial
                                                    Cost     Value   Position
(in millions)
Fixed maturities
                                                             
  Bonds:
  Held to maturity:
    United States Government and
     government agencies and
     authorities                                  $ 1,269    $1,318   $ 1,269
    States, municipalities, and
     political subdivisions                            23        22        23
    Foreign governments                                35        38        35
    Public utilities                                  257       259       257
    All other corporate bonds                       3,077     3,159     3,077
       Total fixed maturities held to maturity      4,661     4,796     4,661

  Available for sale:
    United States Government and
     government agencies and
     authorities                                    1,082     1,135     1,135
     States, municipalities, and
      political subdivisions                           34        37        37
    Foreign governments                                91        97        97
    Public utilities                                  105       110       110
    All other corporate bonds                       3,369     3,524     3,524
       Total fixed maturities available
        for sale                                    4,681     4,903     4,903
                Total fixed maturities            $ 9,342    $9,699   $ 9,564
Equity securities
  Common stocks:
    Public utilities                              $     -    $    -   $     -
    Banks, trust, and insurance companies              13        13        13
    Industrial, miscellaneous, and all other           85        74        74
       Total common stocks                             98        87        87
  Nonredeemable preferred stocks                       48        48        48
    Total equity securities                       $   146    $  135   $   135
Short-term investments                                322    $  322       322
Mortgage loans                                        302       304       302
Real estate                                           685                 685
Other invested assets                                 369                 369
  Total investments                               $11,166             $11,377


USF&G Corporation
Schedule III. Condensed Financial Information of Registrant -
Statement of Financial Position (Parent Company)


                                                          At December 31
(in millions)                                        1993      1992      1991
                                                              
Assets
  Cash                                             $    2    $   10    $    1
  Short-term investments, at market                     -         -         1
  Investment in subsidiaries, at equity             2,354     2,097     2,149
  Due from subsidiaries                               127       135       170
  Other assets                                         23        34        44
    Total assets                                   $2,506    $2,276    $2,365
Liabilities
  Debt (short-term, 1993, $395;
        1992, $375;
               1991, $388)                         $  574    $  574    $  617
  Dividends payable to shareholders                    16        16        16
  Due to subsidiaries                                 322       335       307
  Other liabilities                                    83        81       102
    Total liabilities                                 995     1,006     1,042
Shareholders' Equity
  Preferred stock                                     455       455       455
  Common stock                                        212       211       211
  Paid-in-capital                                     963       957       955
  Net unrealized gains (losses) on investments        192       (31)      (21)
  Net unrealized gains (losses) on foreign currency    (2)        2        10
  Minimum pension liability                           (85)        -         -
  Retained earnings (deficit)                        (224)     (324)     (287)
    Total shareholders' equity                      1,511     1,270     1,323
    Total liabilities and shareholders' equity     $2,506    $2,276    $2,365
<FN>
See Note to Condensed Financial Statements

USF&G Corporation
Schedule III. Condensed Financial Information of Registrant -
Statement of Operations (Parent Company)


                                          For the Years Ended December 31
(in millions)                                   1993      1992       1991
                                                           
Revenues
  Net investment income:
    Dividends from subsidiaries                 $125      $125      $ 127
    Interest expense on loans
      from subsidiaries                           (6)       (7)        (9)
  Other revenues:
    From subsidiaries                              7         9         13
    From others                                    5        22          5
      Revenues before realized gains             131       149        136
  Realized gains on investments                    -         -         15
    Total revenues                               131       149        151
Expenses
  Interest expense                                37        43         51
  Lease expense                                   21        21         21
  Other operating expense                         19        20          8
                                                                                   77        84         80
  Foreign currency (gains) losses                  -         1          -
    Total expenses                                77        85         80
  Income before income taxes and equity
    in earnings of subsidiaries                   54        64         71
  Provision for income taxes                       -         -          -
  Income before equity in earnings
    of subsidiaries                               54        64         71
  Equity in undistributed earnings of
    subsidiaries:
    Continuing operations                         73       (29)      (223)
    Discontinued operations                        -        (7)       (24)
    Income from cumulative effect of
      adopting new accounting standards           38         -          -
      Net income (loss)                         $165      $ 28      $(176)
<FN>
See Note to Condensed Financial Statements


USF&G Corporation
Schedule III. Condensed Financial Information of Registrant -
Statement of Cash Flows (Parent Company)


                                          For the Years Ended December 31
(in millions)                                   1993      1992       1991
                                                           
Net Cash Provided From Operating
Activities                                      $ 58      $ 71      $  38
Investing Activities
  Purchases of short-term investments              -       (23)      (160)
  Sales or maturities of short-term
    investments                                    -        23        160
  Additional investments in subsidiaries           -         -       (202)
  Other, net                                      (4)      (12)        (3)
    Net cash used in investing activities         (4)      (12)      (205)
Financing Activities
  Short-term borrowings                            -         -          -
  Repayments of short-term borrowings              -         -        (35)
  Intercompany advances, net                      (2)       49         92
  Long-term borrowings                             -         -          -
  Repayments of long-term borrowings               -       (36)         -
  Repurchases of securities pursuant to
    put options                                    -         -       (139)
  Issuances of common stock                        6         3          2
  Issuances of preferred stock                     -         -        310
  Cash dividends paid to shareholders            (66)      (66)       (62)
    Net cash provided from (used in)
      financing activities                       (62)      (50)       168
  Increase (decrease) in cash                     (8)        9          1

  Cash at beginning of year                       10         1          -
    Cash at end of year                         $  2      $ 10      $   1
<FN>
See Note to Condensed Financial Statements


Note to Condensed Financial Statements
The accompanying condensed financial statements should be read in conjunction
with the Consolidated Financial Statements and Notes thereto of the 1993
Annual Report to Shareholders incorporated herein by
reference. Certain amounts have been reclassified to conform to
the 1993 presentation. The parent company's provision for income
taxes is based on the Corporation+s consolidated federal income
tax allocation policy.


USF&G Corporation
Schedule V. Supplementary Insurance Information



                                          At December 31                     For the Years Ended December 31


                                Unpaid                                          Losses, Amortization
                     Deferred losses,loss           Other                         loss  of deferred
                       policy  expenses            policy                Net   expenses,    policy              Other
                     acquisi-  & policy           holders'            invest-       &     acquisi-           operating
                         tion    bene-   Unearned    funds   Premium     ment    policy       tion            expenses  Premiums
                        costs   fits(b)  premiums      (a)   revenue  income(a) benefits     costs               (a)     written


1993
Property/casualty
 insurance:
                                                                                           
  Commercial             $168   $ 4,108      $444              $1,223             $1,014       $359              $ 71    $1,239
  Personal                 69       553       264                 681                481        175                46       653
  Reinsurance               6       559        29                 305                204         71                28       403
  Fidelity/surety          28        56        56                 118                 59         59                 9       120
  Reinsurance receivable    -     1,053       124                   -                  -          -                 -         -
  Other                     -         -         -                   -                  -          -                 -        14
    Property/casualty     271     6,329       917    $    7     2,327       $433   1,758        664               154     2,429
Life insurance            164     3,973         -        67       129        321     395          9                50       N/A
    Total                $435   $10,302      $917    $   74    $2,456       $754  $2,153       $673              $204    $2,429
1992
Property/casualty
 insurance:
  Commercial             $170   $ 4,348      $420              $1,480             $1,299       $426              $ 86    $1,356
  Personal                 76       626       286                 785                635        210                42       727
  Reinsurance               3       511        11                 157                118         22                25       243
  Fidelity/surety          28        55        53                 111                 36         55                19       109
  Other                     -         -         -                   -                  -          -                 -       (15)
    Property/casualty     277     5,540       770    $    9     2,533       $475   2,088        713               172     2,420
Life insurance            189     3,896         -        56       104        349     377         25                51       N/A
    Total                $466   $ 9,436      $770    $   65    $2,637       $824  $2,465       $738              $223    $2,420
1991
Property/casualty
 insurance:
  Commercial             $208   $ 4,391      $555              $1,885             $1,728       $509              $ 83    $1,780
  Personal                 95       633       349                 920                736        247                33       925
  Reinsurance               3       633        22                  96                 40         31                30       211
  Fidelity/surety          27        47        55                 117                 41         55                 9       116
    Property/casualty     333     5,704       981    $   21     3,018       $498   2,545        842               155     3,032
Life insurance            201     3,773         -        58       169        370     437         44                50       N/A
    Total                $534   $ 9,477      $981    $   79    $3,187       $868  $2,982       $886              $205    $3,032
<FN>
N/A - Not applicable to life insurance pursuant to Rule 12-16 of
Regulation S-X.
(a) Other policyholders' funds, net investment
income, and other operating expenses are not allocated to
property/casualty categories.
(b) Unpaid losses and loss expenses
reflect the implementation of SFAS No. 113, "Accounting and
Reporting for Reinsurance of Short-Duration and Long-Duration
Contracts," which increased liabilities by $1.2 billion with a
corresponding increase in assets at December 31, 1993. This
standard requires reinsurance receivables and prepaid
reinsurance premiums to be reported separately as assets instead
of the previous practice of netting such receivables against the
related loss and unearned premium liabilities.


USF&G Corporation
Schedule VI. Reinsurance


                                                For the Years Ended December 31

                                           Ceded to           Assumed                       Percentage of
                             Gross            other         from other           Net               amount
(in millions)                amount        companies         companies        amount       assumed to net
1993
                                                                                     
Life insurance in force     $11,955           $1,404             $155       $10,706                 1.4%
Premiums earned:
  Life insurance            $   133           $    5             $  -       $   128                   -%
  Accident/health
   insurance                      -                -                1             1                99.1
  Property/casualty
   insurance                  2,338              517              506         2,327                21.7
    Total                   $ 2,471           $  522             $507       $ 2,456                20.6%
1992
Life insurance in force     $12,228           $1,444             $132       $10,916                 1.2%
Premiums earned:
  Life insurance            $   107           $    5             $  1       $   103                  .3%
  Accident/health
   insurance                      -                -                1             1                94.0
  Property/casualty
   insurance                  2,692              535              376         2,533                14.8
    Total                   $ 2,799           $  540             $378       $ 2,637                14.3%
1991
Life insurance in force     $13,227           $1,481             $150       $11,896                 1.3%
Premiums earned:
  Life insurance            $   170           $    5             $  -       $   165                  .3%
  Accident/health
   insurance                      3                -                1             4                41.2
  Property/casualty
   insurance                  3,127              532              423         3,018                14.0
    Total                   $ 3,300           $  537             $424       $ 3,187                13.3%


USF&G Corporation
Schedule IX. Short-Term Borrowings



                    At December 31             For the Years Ended December 31

                                                       Maximum         Average       Weighted-
                                                        amount          amount         average
                                      Weighted-    outstanding     outstanding   interest rate
                    Balance at          average         during          during          during
(in millions)      end of year    interest rate       the year    the year (a)    the year (b)
1993
                                                                          
Bank lines of
  credit                  $376              3.6%          $376            $375            3.7%
1992
Bank lines of
  credit                  $376              3.6%          $376            $376            4.6%
1991
Bank lines of
  credit                  $376              5.9%          $411            $390            6.9%
<FN>
(a) The average amount outstanding during the year was
calculated based on daily balances.
(b) The weighted-average
interest rate during the year was computed by dividing actual
interest expense by the average amount outstanding during  the
period.


USF&G Corporation
Schedule X. Supplemental Information Concerning Consolidated
Property/Casualty Insurance Operations


                                                         At December 31
(in millions)                                       1993      1992      1991
                                                            
Deferred policy acquisition costs                $   271   $   277   $   333
Reserves for unpaid claims and
  claim adjustments (a)                            6,329     5,540     5,704
Discount deducted from reserves (b)                  508       680       683
Unearned premiums                                    917       770       981
<FN>
(a) Reserves for unpaid claims and claim adjustments reflect the
implementation of SFAS No. 113, "Accounting and Reporting for
Reinsurance of Short-Duration and Long-Duration Contracts," which
increased liabilities by $1.2 billion with a corresponding
increase in assets at December 31, 1993. This  standard requires
reinsurance receivables and prepaid reinsurance premiums to be
reported separately as assets instead of the previous practice
of netting such receivables against the related loss and
unearned premium liabilities.
(b) Certain long-term disability payments for workers compensation
are discounted at rates ranging from 3% to 5%.




                                             For the Years Ended December 31
                                                    1993      1992      1991
                                                             
Earned premiums                                   $2,327    $2,533    $3,018
Net investment income                                433       475       498
Losses and loss adjustment
 expenses incurred related to:
   Current year                                    1,696     2,010     2,416
   Prior years                                        62        78       129
Amortization of deferred policy
 acquisition costs                                   664       713       842
Paid claims and claim adjustment expenses          2,022     2,252     2,471
Premiums written                                   2,429     2,420     3,032