As filed with the Securities and Exchange Commission on July 18, 1995
                                                       Registration No. 33-50825

                      SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                       POST-EFFECTIVE AMENDMENT NO. 1
                                    TO
                                 Form S-3
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


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

 Maryland                                  6331                  52-1220567
(State or other jurisdiction of (Primary Standard Industrial  (I.R.S. Employer
incorporation or organization)   Classification Code Number) Identification No.)

             100 Light Street, Baltimore, MD  21202, (410) 547-3000
    (Address, including zip code, and telephone number, including area code, of
                 registrant's principal executive offices)



                          JOHN A. MACCOLL, ESQ.
                 Senior Vice President - General Counsel
                           USF&G Corporation
                           100 Light Street
                         Baltimore, MD  21202
                            (410) 547-3000

  (Name, address, including zip code, and telephone number, including area code,
                         of agent for service)


                              Copy to:

                       Robert K. Burgess, Esq.
                          Latham & Watkins
                      Sears Tower, Suite 5800
                      Chicago, Illinois  60606


                   DEREGISTRATION OF UNSOLD SHARES


63,900 shares of $10.25 Series B Cumulative Convertible Preferred Stock, $50.00
par value, and shares of Common Stock, par value $2.50 per share, into which
such shares of Preferred Stock are convertible, of Registrant previously
registered for sale to the public by RAS Trading, L.P., the Selling Stockholder,
are hereby withdrawn from registration under this Registration Statement.

                           SIGNATURES


        Pursuant to the requirements of the Securities Act of 1933 and Rule 478
thereunder, the Registrant has duly caused this Post- Effective Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Baltimore, State of Maryland, on July
13, 1995.



                                USF&G CORPORATION


                                        NORMAN P. BLAKE, JR.
                                By:     _____________________
                                        Norman P. Blake, Jr.
                                        Chairman of the Board
                                        President and Chief Executive Officer