UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549


                                   Form 10-Q/A


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

For the quarterly period ended               March 31, 2002
                               -------------------------------------------------

( ) Transition report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934.

For the Transition period from                        to
                               ----------------------    -----------------------


                        State Auto Financial Corporation
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             (Exact name of registrant as specified in its charter)


           Ohio                                                  31-1324304
- ----------------------------                                 -------------------
(State or other jurisdiction                                  (I.R.S. Employer
     of incorporation)                                       Identification No.)


518 East Broad Street, Columbus, Ohio                            43215-3976
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(Address of principal executive offices)                         (zip code)


                                 (614) 464-5000
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               Registrant's telephone number, including area code


    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 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                              (X) Yes      ( ) No


    Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

Common shares, without par value                             38,994,210
- --------------------------------                       -------------------------
           (CLASS)                                     (OUTSTANDING ON 05/06/02)


                STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES



This Form 10-Q/A is being filed to correct the number of shares as reported as
being outstanding on May 6, 2002, to be 38,994,210.


                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                          STATE AUTO FINANCIAL CORPORATION

Date:  MAY 20, 2002                       /s/ Steven J. Johnston
       ------------                       -------------------------------------
                                          Steven J. Johnston
                                          Treasurer and Chief Financial Officer
                                          (Duly Authorized Officer and
                                          Principal Financial Officer)