As filed with the Securities and Exchange Commission on June 12, 1996

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
under the
Securities Act of 1933

STATE AUTO FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter) 

            Ohio                                             31-1324304
(State or other jurisdiction of                       (IRS Employer Identifica-
 incorporation or organization)                              tion Number)

                              518 East Broad Street
                              Columbus, Ohio 43216
               (Address of Principal Executive Offices) (Zip Code)

State Auto Financial Corporation
1991 Employee Stock Purchase and Dividend
Reinvestment Plan
(Full title of the plan)

Robert L. Bailey, Chairman of the Board
and Chief Executive Officer
518 East Broad Street
Columbus, Ohio 43216
(Name and address of agent for service)

(614) 464-5000
(Telephone number, including area code, of agent for service) 




                           CALCULATION OF REGISTRATION FEE
=========================================================================================
                                            Proposed          Proposed
                                            maximum           maximum
                           Amount           offering          aggregate        Amount of
Title of securities        to be            price per         offering       registration
to be registered       registered(1)        share(2)          price(2)           fee
- -----------------------------------------------------------------------------------------
Common Shares,
 without par value        400,000            $25.00         $10,000,000         $3,448.00
=========================================================================================

(1)      The number of shares being registered represents additional shares
         authorized under the Registrant's 1991 Employee Stock Purchase and
         Dividend Reinvestment Plan and not previously registered. In
         addition, pursuant to Rule 416(a) under the Securities Act of 1933, as
         amended (the "Securities Act"), this registration statement also
         includes an indeterminable number of additional shares that may become
         issuable pursuant to antidilution adjustment provisions of such Plan.

(2)      Estimated solely for the purposes of calculating the registration fee
         in accordance with Rules 457(h)(1) and 457(c) on the basis of the
         average of the high and low sale prices for the Registrant's Common
         Shares in the Nasdaq National Market system on June 7, 1996.

STATE AUTO FINANCIAL CORPORATION 1991 EMPLOYEE STOCK PURCHASE
AND DIVIDEND REINVESTMENT PLAN

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The contents of the Registrant's Registration Statement on Form S-8 (Registration No. 33-41423) filed on June 27, 1991, are hereby incorporated by reference in this registration statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on June 11, 1996.

STATE AUTO FINANCIAL CORPORATION 

By /s/ Robert L. Bailey
   --------------------
   Robert L. Bailey, Chairman of the
   Board, and Chief
   Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. 

         Name                                         Title                                Date
         ----                                         -----                                ----

/s/ Robert L. Bailey                        Chairman of the Board,                      June 11, 1996
- --------------------------                  Chief Executive
Robert L. Bailey                            Officer and Director
                                            (principal executive officer)


/s/ Urlin G. Harris, Jr.                    Chief Financial Officer,                    June 11, 1996
- --------------------------                  Executive Vice President,
Urlin G. Harris, Jr.                        Treasurer and Director
                                            (principal financial officer
                                            and principal accounting
                                            officer)


John R. Lowther*                            Secretary and Director                      June 11, 1996
- --------------------------
John R. Lowther

David L. Bickelhaupt*                       Director                                    June 11, 1996
- --------------------------
David L. Bickelhaupt

David J. D'Antoni*                          Director                                    June 11, 1996
- --------------------------
David J. D'Antoni

Paul W. Huesman*                            Director                                    June 11, 1996
- --------------------------
Paul W. Huesman

William J. Lhota*                           Director                                    June 11, 1996
- --------------------------
William J. Lhota


George R. Manser*                           Director                                    June 11, 1996
- --------------------------
George R. Manser

Robert J. Murchake*                         Director                                    June 11, 1996
- --------------------------
Robert J. Murchake


*The undersigned hereby executes this registration statement on behalf of each
of the indicated directors of the Registrant pursuant to powers of attorney
executed by such directors and filed as an exhibit to this registration
statement.


/s/ Urlin G. Harris, Jr.
------------------------
    Urlin G. Harris, Jr.


                                                            EXHIBIT INDEX

                                                     If Incorporated by reference,
Exhibit                                              document with which Exhibit
Number            Exhibits                           was previously filed
- ------            --------                           -----------------------------
4(a)              The Registrant's                   Incorporated herein by reference
                  Amended and Restated               to Exhibit 3(a) of the Regist-
                  Articles of                        rant's Registration Statement on Form S-1
                  Incorporation.                     (File No. 33-40643) filed on May 17, 1991.

4(b)              Amendment to the                   Incorporated herein by reference to Exhibit
                  Registrant's Amended               4(b) of the Registrant's Registration
                  and Restated Articles              Statement on Form S-8 (File No. 33-89400)
                  of Incorporation.                  filed on February 10, 1995.

 (c)              The Registrant's                   Incorporated herein by reference to Exhibit 3(b)
                  Amended and Restated               of the Registrant's Registration Statement on
                  Code of Regulations.               Form S-1 (File No. 33-40643) filed on May 17, 1991.

 (d)              State Auto Financial               Incorporated herein by reference to
                  Corporation 1991                   Exhibit 4(c) of the Registrant's
                  Employee Stock Purchase            Registration Statement on Form S-8
                  and Dividend Reinvest-             (File No. 33-41423) filed on June 27, 1991.
                  ment Plan.

 (e)              Amendment No. 1 to                 Contained herein.
                  State Auto Financial
                  Corporation 1991
                  Employee Stock Purchase
                  and Dividend Reinvest-
                  ment Plan.

5                 Opinion of Baker &                 Contained herein.
                  Hostetler.

23 (a)            Consent of Baker &                 Contained in Exhibit 5.
                  Hostetler.

   (b)            Consent of KPMG Peat               Contained herein.
                  Marwick LLP.

   (c)            Consent of Ernst and               Contained herein.
                  Young LLP.

24 (a)            Powers of Attorney for             Incorporated herein by reference to
                  Paul W. Huesman,                   Exhibit 25 of the Registrant's Registration
                  William J. Lhota, John             Statement on Form S-8 (File No. 33-89400)
                  R. Lowther, and George             filed on February 10, 1995.
                  R. Manser

24 (b)            Powers of Attorney for             Contained herein.
                  David L. Bickelhaupt,
                  David J. D'Antoni, and
                  Robert J. Murchake

28                Information from                   Incorporated herein by reference to Exhibit 29
                  Reports with                       of the Registrant's Annual Report on Form 10-K
                  Regulators.                        for the year ended December 31, 1995.

EXHIBIT 4(e)

AMENDMENT NO. 1
TO
STATE AUTO FINANCIAL CORPORATION

1991 EMPLOYEE STOCK PURCHASE AND
DIVIDEND REINVESTMENT PLAN

The State Auto Financial Corporation 1991 Employee Stock Purchase and Dividend Reinvestment Plan (the "Plan") is hereby amended pursuant to the following provisions:

1. DEFINITIONS

For purposes of the Plan and this amendment, the term "Stock" shall have the meaning set forth in Paragraph 2 of this amendment. All other capitalized terms used in this amendment which are not otherwise defined herein shall have the respective meanings given such terms in the Plan.

2. SHARES SUBJECT TO PLAN

As a result of a 2 for 1 stock split effective April 6, 1993, the total number of common shares available for sale under the Plan prior to the effective date of this amendment has been proportionately increased from 200,000 to 400,000 under Section XVI of the Plan. In order to increase the number of common shares available for sale under the Plan, the first sentence of Section VI of the Plan is hereby amended to read in its entirety as follows: "The total number of shares to be available under Section IX of the Plan is 800,000 common shares, without par value, of the Company ("Stock") which may be authorized but unissued shares or issued shares reacquired by the Company and held as treasury shares."

3. EFFECTIVE DATE; CONSTRUCTION

The effective date of this amendment is March 1, 1996, and this amendment shall be deemed to be a part of the Plan as of such date. In the event of any inconsistencies between the provisions of the Plan and this amendment, the provisions of this amendment shall control. Except as modified by this amendment, the Plan shall continue in full force and effective without change.

This amendment shall be submitted to the Company's shareholders for their approval as soon as practicable but in no event later than 12 months after this amendment has been adopted by the Company's board of directors. If this amendment is not approved by the Company's shareholders within such 12-month period, this amendment shall automatically become null and void and have no further force or effect, and the Plan shall continue in effect without this amendment.

EXHIBIT 5

OPINION OF BAKER & HOSTETLER

June 11, 1996

State Auto Financial Corporation
518 East Broad Street
Columbus, Ohio 43216

Gentlemen:

We are acting as counsel to State Auto Financial Corporation, an Ohio corporation (the "Company"), in connection with the Registration Statement on Form S-8 (the "Registration Statement") being filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, to register 400,000 additional common shares, without par value, of the Company (the "Shares") for offer and sale pursuant to the Company's 1991 Employee Stock Purchase and Dividend Reinvestment Plan, as amended (the "Plan").

In connection therewith, we have examined the Company's Amended and Restated Articles of Incorporation, as amended, the Company's Amended and Restated Code of Regulations, and the records, as exhibited to us, of the corporate proceedings of the Company; the stock records of the Company, as exhibited to us; certificates of officers of the Company; a copy of the Plan; and such other documents and records as we considered necessary for purposes of this opinion.

Based upon the foregoing, we are of the opinion that:

(1) The Company is a corporation validly existing under the laws of Ohio; and

(2) The Shares have been duly authorized and, when sold and paid for in the manner contemplated by the Plan, will have been validly issued and will be fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours, 

/s/ Baker & Hostetler

BAKER & HOSTETLER

EXHIBIT 23(a)

CONSENT OF BAKER & HOSTETLER

Contained in Exhibit 5.

EXHIBIT 23(b)

CONSENT OF KPMG PEAT MARWICK LLP

ACCOUNTANTS' CONSENT

The Board of Directors and Stockholders
State Auto Financial Corporation:

We consent to incorporation by reference in the registration statement on Form S-8 for the State Auto Financial Corporation 1991 Employee Stock Purchase and Dividend Reinvestment Plan of our report dated March 1, 1994 relating to the consolidated statements of earnings, stockholders' equity, and cash flows of State Auto Financial Corporation for the year ended December 31, 1993, and the related schedules, which report appears in the December 31, 1995 annual report on Form 10-K of State Auto Financial Corporation. Our report refers to changes in the method of valuing investments, the method of accounting for income taxes, and the method of accounting and reporting amounts related to reinsurance contracts. 

                                        /S/ KPMG PEAT MARWICK LLP



June 10, 1996

EXHIBIT 23(c)

CONSENT OF ERNST AND YOUNG LLP

Consent of Independent Auditors

We consent to the incorporation by reference in Registration Statement (Form S-8) to be filed on or about June 11, 1996, pertaining to the 1991 Employee Stock Purchase and Dividend Reinvestment Plan and Trust of State Auto Financial Corporation and Subsidiaries of our report dated February 26, 1996, with respect to the consolidated financial statements of State Auto Financial Corporation incorporated by reference in the Annual Report (Form 10-K) for the year ended December 31, 1995. 

                                        /S/ ERNST & YOUNG LLP

June 10, 1996

EXHIBIT 24(b)

POWERS OF ATTORNEY FOR
DAVID L. BICKELHAUPT, ROBERT J.
MURCHAKE AND DAVID J. D'ANTONI

POWER OF ATTORNEY

Know all men by these presents, that the undersigned hereby constitutes and appoints Robert L. Bailey, Urlin G. Harris, Jr., and John R. Lowther, and each of them (with full power to each of them to act alone), as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all Registration Statements on Form S-8 and any and all amendments thereto (including post-effective amendments) to register under the Securities Act of 1933, as amended, any common shares, without par value, of State Auto Financial Corporation, an Ohio corporation (the "Company"), for sale pursuant to any and all of the Company's stock option plans, including without limitation the Company's 1991 Stock Option Plan, as amended, 1991 Directors' Stock Option Plan, and 1991 Employee Stock Purchase and Dividend Reinvestment Plan and Trust, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. 

Dated:  May 30, 1996                              /s/ David L. Bickelhaupt
                                                 -------------------------
                                                 David L. Bickelhaupt

POWER OF ATTORNEY

Know all men by these presents, that the undersigned hereby constitutes and appoints Robert L. Bailey, Urlin G. Harris, Jr., and John R. Lowther, and each of them (with full power to each of them to act alone), as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all Registration Statements on Form S-8 and any and all amendments thereto (including post-effective amendments) to register under the Securities Act of 1933, as amended, any common shares, without par value, of State Auto Financial Corporation, an Ohio corporation (the "Company"), for sale pursuant to any and all of the Company's stock option plans, including without limitation the Company's 1991 Stock Option Plan, as amended, 1991 Directors' Stock Option Plan, and 1991 Employee Stock Purchase and Dividend Reinvestment Plan and Trust, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. 

Dated:  May 30, 1996                           /s/ Robert J. Murchake
                                              -----------------------
                                              Robert J. Murchake

POWER OF ATTORNEY

Know all men by these presents, that the undersigned hereby constitutes and appoints Robert L. Bailey, Urlin G. Harris, Jr., and John R. Lowther, and each of them (with full power to each of them to act alone), as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all Registration Statements on Form S-8 and any and all amendments thereto (including post-effective amendments) to register under the Securities Act of 1933, as amended, any common shares, without par value, of State Auto Financial Corporation, an Ohio corporation (the "Company"), for sale pursuant to any and all of the Company's stock option plans, including without limitation the Company's 1991 Stock Option Plan, as amended, 1991 Directors' Stock Option Plan, and 1991 Employee Stock Purchase and Dividend Reinvestment Plan and Trust, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. 

Dated:  May 30, 1996                               /s/ David J. D'Antoni
                                                  ----------------------
                                                  David J. D'Antoni