AMENDMENT TO THE PROSPECTUS DATED DECEMBER 11, 1995 FILED PURSUANT TO RULE
              424 (b)(3) OF THE SECURITIES ACT OF 1933, AS AMENDED

On December 14, 1995,  the Charles  River  Partnership  VI and the Charles River
Partnership  VI-A  distributed  449,115 and 79,264  shares of USF&G  Corporation
Common  Stock,   respectively,   to  their   constituent   partners.   These  48
partners/selling  stockholders  each will be  selling  less than 1% of the total
shares offered for sale in the Offering.