Exhibit 8.1

                 [Letterhead of Simpson Thacher & Bartlett LLP]

                                               March 12, 2007

    Re:    Issuance and Sale of 6.25% Fixed-to-Floating Rate Junior Subordinated
           Debentures due 2067, The Travelers Companies, Inc.

The Travelers Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102

Ladies and Gentlemen:

      We have acted as special tax counsel to The Travelers Companies, Inc., a
Minnesota corporation (the "Corporation"), in connection with the preparation
and filing by the Corporation with the Securities and Exchange Commission (the
"Commission") of Post-Effective Amendment No. 1 ("Post-Effective Amendment No.
1") to the Registration Statement on Form S-3 (File No. 333-130323), under the
Securities Act of 1933, as amended (the "Act"), as it became effective under the
Act, and with respect to the issuance and sale of the Corporation's 6.25%
Fixed-to-Floating Rate Junior Subordinated Debentures due 2067 (the
"Debentures") pursuant to the Junior Subordinated Indenture (the "Junior
Subordinated Indenture"), dated as of March 12, 2007, between the Corporation
and The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), as
supplemented by the First Supplemental Indenture (the "First Supplemental
Indenture" and, together with the Junior Subordinated Indenture, the
"Indenture"), dated as of March 12, 2007, between the Corporation and the
Trustee. The Debentures will be offered for sale to investors pursuant to the
Corporation's



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prospectus dated March 5, 2007 as supplemented by the prospectus supplement
dated March 5, 2007 (the "Prospectus"), filed by the Corporation pursuant to
Rule 424(b) of the rules and regulations of the Commission under the Act.

      In delivering this opinion letter, we have reviewed and relied upon: (i)
the Prospectus; (ii) the Indenture; and (iii) a form of the Debentures; and have
made such other investigations as we have deemed necessary or appropriate as a
basis for the opinions set forth herein.

      In rendering the opinions described below, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as duplicates or certified or conformed copies,
and the authenticity of the originals of such latter documents. We also have
assumed that the transactions related to the issuance of the Debentures will be
consummated in accordance with the terms of the documents and forms of documents
described herein.

      Based on the foregoing and subject to the qualifications, assumptions and
limitations stated herein and in the Prospectus, we are of the opinion that, (i)
although the matter is not free from doubt, the Debentures will be treated as
debt for federal income tax purposes, and (ii) the statements made in the
Prospectus under the caption, "Certain United States Federal Income and Estate
Tax Consequences" insofar as they purport to constitute summaries of matters of
United States federal tax law and regulations or legal conclusions with respect
thereto, constitute accurate summaries of the matters described therein in all
material respects.



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      We express no opinions with respect to the transactions referred to herein
or in the Prospectus other than as expressly set forth herein. Moreover, we note
that there is no authority directly on point dealing with securities such as the
Debentures or transactions of the type described herein and that our opinions
are not binding on the Internal Revenue Service or the courts, either of which
could take a contrary position. Nevertheless, we believe that the opinions
expressed herein, if challenged, would be sustained by a court with jurisdiction
in a properly presented case.

      We do not express any opinion herein concerning any law other than the
federal law of the United States.

      We hereby consent to the filing of this opinion letter as an exhibit to
the Corporation's report on Form 8-K (which is deemed incorporated by reference
into the Prospectus constituting part of Post-Effective Amendment No. 1) and to
the use of our name under the captions "Certain United States Federal Income and
Estate Tax Consequences," "Validity of Securities," and "Legal Matters" in the
Prospectus.

                                         Very truly yours,

                                         /s/ SIMPSON THACHER & BARTLETT LLP
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                                         SIMPSON THACHER & BARTLETT LLP