As filed with the Securities and Exchange Commission on July 18, 1995
                                                       Registration No. 33-58601


                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                       POST-EFFECTIVE AMENDMENT NO. 1
                                     TO
                                  Form S-4
               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)


                                 Copies to:

  Michael G. Marks, Esq.                          Douglas E. Haas, Esq.
 Willkie Farr & Gallagher                 Benesch, Friedlander, Coplan & Aronoff
   One Citicorp Center                           2300 BP America Building
   153 East 53rd Street                             200 Public Square
 New York, NY  10022-4677                      Cleveland, OH  44114-2378
    (212) 821-8000                                 (216) 363-4500


                             DEREGISTRATION OF UNSOLD SHARES

700,000 shares of Common Stock, par value $2.50 per share, together with related
Preferred Share Purchase Rights, of the Registrant previously registered for
sale to the public are hereby withdrawn from registration under this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