Exhibit 5.1
                     OPINION OF COUNSEL



                       June 11, 1999


Conning Corporation
700 Market Street
St. Louis, Missouri 63101

     Re:  Registration Statement on Form S-3
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Ladies and Gentleman:

        In connection with the registration of 385,000 shares of common
stock, par value $.01 per share (the "Common Shares") of Conning
Corporation (the "Company") with the Securities and Exchange Commission
on a Registration Statement on Form S-3 (the "Registration Statement"),
relating to the sales, if any, of the Common Shares by the Selling
Shareholders (as defined in the Registration Statement), I have examined
such documents, records, and matters of law as I considered relevant.

        Based upon such examination and upon my familiarity with the
Company as its general counsel,  it is my opinion that the Common Shares
being registered are legally issued, fully paid, and nonassessable.  I
hereby consent to the use of my name under the heading "Legal Matters"
in the prospectus and to the filing of this opinion as an exhibit to the
Registration Statement.

                                 Very truly yours,



                                 By  /s/ Matthew P. McCauley
                                   -------------------------
                                      Matthew P. McCauley