Consolidated Statements of Cash Flows


















Consolidated statements of cash flows



								Year ended December 31





								1998												1997													1996
		The St. Paul Companies (In thousands)








	Operating Activities




	Net income										$89,348																			$929,292											$732,702



	Adjustments:



			Change in Property-libility insurance reserves								(24,969)																	(95,945)												162,242



			Change in reinsurance balances									24,141														15,372													208,510



			Change in premiums receivable										21,338																8,829									(105,395)



			Change in asset management balances
														(32,300)																									81,996
																											153,887





			Depreciation and amortization			132,900																	107,981															98,014



			Realized investment gains			(201,689)																					(423,048)															(261,989)



			Provision for loss on discontinued operations			-																							67,750		88,543



			Other		59,869																								83,387									295,033



				Net Cash Provided by Operating Activities		68,638																							847,505					1,299,656



	Investing Activities



	Purchases of Investments					(4,928,905)																(5,447,411)																(4,567,552)



	Proceeds from sales and maturities					4,958,699																		5,228,222										4,188,916



	Change in short-term investments					(3,938)																(207,245)															(107,087)



	Change in open security transactions																							28,418												(34,425)
						(12,707)




	Venture capital distributions					49,592															29,565																			28,446



	Discontinued operations
						(20,218)											(54,018)																					-




	Net purchases of office properties and equipment					(84,321)														(139,942)																							(83,564)



	Acquisitions					(97,562)													(235,876)																(241,721)



	Other					68,003												(26,662)																	4,058



				Net Cash Used in Investing Activities												(824,949)																		(812,929)
						(71,357)




	Financing Activities



	Deposits for universal life and investments contracts								517,887										460,321																	437,578



	Withdrawls of universal life and investment contracts									(186,405)																	(209,652)						(534,762)



	Dividends paid on common and prefereed stock						(226,355)																		(198,489)						(199,879)



	Proceeds from issuance of debt					239,041																			197,609											46,220



	Repayment of debt
						(224,938)																			(161,021)										(142,532)




	Repurchase of common shares
						(135,088)												(128,224)														(225,046)




	Proceeds from issuance of company-obligated mandatorily



			redeemable preferred capital securities of subsidiary trusts			-																		195,700											100,000



	Redemption of preferred shares					-																			(199,485)													(1,200)



	Stock options exercised and other					25,243																						24,005					(1,509)



				Net Cash Provided by (Used in) Financing Activities		9,385															(19,236)															(521,130)



				Increase (Decrease) in Cash		6,666																		3,320												(34,403)



	Cash at beginning of year					113,175											109,855																			144,258



					$113,175														$109,855
				Cash at End of Year											$119,841