FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Spence Kenneth Franklin III   2. Issuer Name and Ticker or Trading Symbol ST PAUL TRAVELERS COMPANIES INC [STA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP and General Counsel (Last) (First) (Middle) 385 WASHINGTON STREET 3. Date of Earliest Transaction (Month/Day/Year) 01/25/2005 (Street) SAINT PAUL, MN 55102-1396 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/25/2005   A   11,533 (1) A $ 0 16,572 (2) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to buy)

$ 36.97

01/25/2005

A

27,059

(3)

01/25/2015

Common Stock

27,059

$ 0

27,059

D

Stock Option (Right to buy)

$ 36.97

01/25/2005

A

20,617

(4)

01/25/2015

Common Stock

20,617

$ 0

20,617

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Spence Kenneth Franklin III 385 WASHINGTON STREET SAINT PAUL, MN 55102-1396			SVP and General Counsel

Signatures

Bruce A. Backberg, by power of attorney		01/27/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares of restricted stock granted pursuant to the Company's 2004 Stock Incentive Plan.
(2)	The Reporting Person indirectly owns 291 common shares through an employee benefit plan. In addition, the Reporting Person indirectly owns preferred shares through an employee benefit plan that are convertible into 1769 common shares or cash at the option of the Reporting Person.
(3)	The option vests in the following installments: (i) 50% of the option shares on the second anniversary of the grant date, and (ii) 25% of the option shares on each of the third and fourth anniversaries of the grant date.
(4)	The option vests in the following installments: (i) 50% of the option shares on the fourth anniversary of the grant date, and (ii) 50% of the option shares on the fifth anniversary of the grant date.

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