EXHIBIT 8.1

                             MAYER, BROWN & PLATT
                           190 SOUTH LA SALLE STREET
                         CHICAGO, ILLINOIS 60603-3441


                              November 17, 1997

Titan Holding, Inc.
2700 N.E. Loop 410
San Antonio, Texas 78217

     Re:  Certain Federal Income Tax Consequences of the Merger

Dear Ladies and Gentlemen:

     We have acted as counsel to Titan Holding, Inc. ("Titan") in connection 
with the merger (the "Merger") of Titan with and into United States Fidelity 
and Guaranty Company ("USF&G Company"), a wholly owned subsidiary of USF&G 
Corporation ("USF&G"), pursuant to the Agreement and Plan of Merger dated as 
of August 7, 1997, as amended, (the "Merger Agreement") among USF&G, USF&G 
Company and Titan. You have requested that we provide an opinion regarding 
the treatment of the Merger under the Internal Revenue Code of 1986, as amend 
(the "Code"), and the accuracy of the tax disclosures in the proxy 
statement/prospectus (the "Proxy Statement/Prospectus") on Schedule 14A (file 
no. 1-12906).

     In providing this opinion, we have relied on (i) the description of the 
transaction as set forth in the Merger Agreement and the exhibits thereto, 
(ii) the description of the transaction as set forth in the Proxy 
Statement/Prospectus and the exhibits thereto, (iii) covenants made by USF&G 
in the Merger Agreement, (iv) representations provided by Titan, USF&G and 
USF&G Company concerning certain facts underlying and relating to the Merger, 
and (v) representations provided by certain shareholders of Titan regarding 
their intention to retain the common stock of USF&G received in the Merger.

     Based upon and subject to the foregoing, it is our opinion that:

          (i)  the summaries of Federal income tax consequences set forth in 
     the Proxy Statement/Prospectus under the headings "Summary -- Certain 
     Federal Income Tax Consequences" and "The Merger -- Certain Federal 
     Income Tax Consequences" are accurate in all material respects as to 
     matters of law and legal conclusions, and

          (ii) the Merger will be treated for federal income tax purposes as 
     a reorganization within the meaning of Sections 368(a)(1)(A) and 
     368(a)(2)(D) of the Code.

     This opinion is based on current provisions of the Code, the Treasury 
regulations promulgated thereunder, and the interpretation of the Code and 
such regulations by the courts



MAYER, BROWN & PLATT


and the Internal Revenue Service, as they are in effect and exist at the date 
of this opinion. It should be noted that statutes, regulations, judicial 
decisions and administrative interpretations are subject to change at any 
time and, in some circumstances, with retroactive effect. A material change 
that is made after the date hereof in any of the foregoing bases for our 
opinion could adversely affect our conclusion.

     We hereby consent to the filing of this opinion as an exhibit to the 
Proxy Statement/Prospectus and to all references to this firm under the 
headings "Summary -- Certain Federal Income Tax Consequences" and "The Merger 
- -- Certain Federal Income Tax Consequences" in the Proxy Statement/Prospectus.


                                                 Sincerely,


                                                 MAYER, BROWN & PLATT

GAL