SECURITIES AND EXCHANGE COMMISSION 
  
                           WASHINGTON, D.C. 20549 
  
                            ____________________ 
  
                                  FORM 8-K 
                               CURRENT REPORT 
  
                   PURSUANT TO SECTION 13 OR 15(D) OF THE 
                      SECURITIES EXCHANGE ACT OF 1934 
  
                              AUGUST 25, 1998 
                     (Date of earliest event reported) 
  
  
                      Marsh & McLennan Companies, Inc. 
           (Exact name of Registrant as specified in its charter) 
  
  
        Delaware                 1-5998                 36-2668272 
        (State of          (Commission File No.)       (IRS Employer 
      Incorporation)                                  Identification No.) 
  
  
  
                        1166 Avenue of the Americas  
                             New York, New York 
                  (Address of principal executive offices) 
  
  
                                   10036 
                                 (zip code) 
  
  
                               (212) 345-5000 
            (Registrant's telephone number, including area code) 
  

  
 Item 5.   Other Events 
  
           On August 25, 1998, Marsh & McLennan Companies, Inc. (the
 "Registrant") announced that it and Sedgwick Group plc ("Sedgwick") had
 reached agreement on the terms of a recommended offer (the "Offer") to be
 made on behalf of the Registrant to acquire the entire issued share capital
 of Sedgwick in a cash transaction with a total value of pound sterling 1.25
 billion (approximately $2 billion).  Pursuant to the Offer, which was
 approved by the board of directors of both companies, the Registrant will
 pay 225 pence for each ordinary share of Sedgwick and pound sterling 1.25
 for each American Depositary Share of Sedgwick. 
  
           The Registrant has indicated that it anticipates ultimately
 achieving as a result of the transaction pre-tax cost savings of
 approximately $200 million per year, with the most significant impact
 occurring in the year 2000.  The Registrant also reported that it expects
 the acquisition to be accretive to its earnings per share, beginning in the
 year 2000. 
  
           The foregoing description of the Offer is qualified in its
 entirety by reference to the Registrant's press release and the press
 announcement of the Registrant and Sedgwick both dated August 25, 1998,
 copies of which are attached as exhibits hereto and are incorporated by
 reference herein in their entirety. 
  
           The Registrant cautions that certain forward looking statements
 contained in this Current Report on Form 8-K and the exhibits attached
 hereto or other statements which may be made about the transaction,
 including, without limitation, the effect of the combination of the
 Registrant and Sedgwick on the Registrant's earnings and cash flows, are
 qualified by important factors that could cause actual operating results to
 differ materially from those described herein or in any such statements. 
 Factors that may cause actual results to differ materially from those
 contemplated by any such forward looking statements, include, among others,
 the following: (i) unanticipated events and circumstances may occur
 rendering the transaction less beneficial to the Registrant than projected;
 (ii) the Registrant and Sedgwick face intense competition in their markets,
 and there is, accordingly, no guarantee that after consummation of the
 transaction the Registrant will achieve the expected financial and
 operating results and synergies; and (iii) the ability of the Registrant
 and Sedgwick to successfully integrate their operations and thereby achieve
 the anticipated cost savings and be in a position to take advantage of
 potential opportunities for growth.  Results actually achieved thus may
 differ materially from the expected results described herein or in any such
 statements. 

 Item 7.   Financial Statements, Pro Forma Financial Information and
           Exhibits 
  
      (c)  Exhibits 
  
           99(a)     Registrant's press release dated August 25, 1998. 
  
           99(b)     Press announcement of the Registrant and Sedgwick Group
                     plc dated August 25, 1998. 



                                 SIGNATURES 
  
           Pursuant to the requirements of the Securities Exchange Act of
 1934, the Registrant has duly caused this report to be signed on its behalf
 by the undersigned hereunto duly authorized. 
  
  
                          MARSH & McLENNAN COMPANIES, INC. 
  
  
  
                          By: /s/ Gregory  Van Gundy
                             ---------------------------- 
                          Name:   Gregory Van Gundy 
                          Title:  Secretary 
  
  
  
 Date:  August 26, 1998



                               EXHIBIT INDEX 
  
  
 Exhibit No.                                                            
  
   99(a)     Registrant's press release dated August 25, 1998.             
  
   99(b)     Press announcement of the Registrant and Sedgwick Group plc
             dated August 25, 1998.
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SECURITIES AND EXCHANGE COMMISSION 
  
                           WASHINGTON, D.C. 20549 
  
                            ____________________ 
  
                                  FORM 8-K 
                               CURRENT REPORT 
  
                   PURSUANT TO SECTION 13 OR 15(D) OF THE 
                      SECURITIES EXCHANGE ACT OF 1934 
  
                              AUGUST 25, 1998 
                     (Date of earliest event reported) 
  
  
                      Marsh & McLennan Companies, Inc. 
           (Exact name of Registrant as specified in its charter) 
  
  
        Delaware                 1-5998                 36-2668272 
        (State of          (Commission File No.)       (IRS Employer 
      Incorporation)                                  Identification No.) 
  
  
  
                        1166 Avenue of the Americas  
                             New York, New York 
                  (Address of principal executive offices) 
  
  
                                   10036 
                                 (zip code) 
  
  
                               (212) 345-5000 
            (Registrant's telephone number, including area code) 
  

  
 Item 5.   Other Events 
  
           On August 25, 1998, Marsh & McLennan Companies, Inc. (the
 "Registrant") announced that it and Sedgwick Group plc ("Sedgwick") had
 reached agreement on the terms of a recommended offer (the "Offer") to be
 made on behalf of the Registrant to acquire the entire issued share capital
 of Sedgwick in a cash transaction with a total value of pound sterling 1.25
 billion (approximately $2 billion).  Pursuant to the Offer, which was
 approved by the board of directors of both companies, the Registrant will
 pay 225 pence for each ordinary share of Sedgwick and pound sterling 1.25
 for each American Depositary Share of Sedgwick. 
  
           The Registrant has indicated that it anticipates ultimately
 achieving as a result of the transaction pre-tax cost savings of
 approximately $200 million per year, with the most significant impact
 occurring in the year 2000.  The Registrant also reported that it expects
 the acquisition to be accretive to its earnings per share, beginning in the
 year 2000. 
  
           The foregoing description of the Offer is qualified in its
 entirety by reference to the Registrant's press release and the press
 announcement of the Registrant and Sedgwick both dated August 25, 1998,
 copies of which are attached as exhibits hereto and are incorporated by
 reference herein in their entirety. 
  
           The Registrant cautions that certain forward looking statements
 contained in this Current Report on Form 8-K and the exhibits attached
 hereto or other statements which may be made about the transaction,
 including, without limitation, the effect of the combination of the
 Registrant and Sedgwick on the Registrant's earnings and cash flows, are
 qualified by important factors that could cause actual operating results to
 differ materially from those described herein or in any such statements. 
 Factors that may cause actual results to differ materially from those
 contemplated by any such forward looking statements, include, among others,
 the following: (i) unanticipated events and circumstances may occur
 rendering the transaction less beneficial to the Registrant than projected;
 (ii) the Registrant and Sedgwick face intense competition in their markets,
 and there is, accordingly, no guarantee that after consummation of the
 transaction the Registrant will achieve the expected financial and
 operating results and synergies; and (iii) the ability of the Registrant
 and Sedgwick to successfully integrate their operations and thereby achieve
 the anticipated cost savings and be in a position to take advantage of
 potential opportunities for growth.  Results actually achieved thus may
 differ materially from the expected results described herein or in any such
 statements. 

 Item 7.   Financial Statements, Pro Forma Financial Information and
           Exhibits 
  
      (c)  Exhibits 
  
           99(a)     Registrant's press release dated August 25, 1998. 
  
           99(b)     Press announcement of the Registrant and Sedgwick Group
                     plc dated August 25, 1998. 

                                 SIGNATURES 
  
           Pursuant to the requirements of the Securities Exchange Act of
 1934, the Registrant has duly caused this report to be signed on its behalf
 by the undersigned hereunto duly authorized. 
  
  
                          MARSH & McLENNAN COMPANIES, INC. 
  
  
  
                          By: /s/ Gregory  Van Gundy
                             ---------------------------- 
                          Name:   Gregory Van Gundy 
                          Title:  Secretary 
  
  
  
 Date:  August 26, 1998

                               EXHIBIT INDEX 
  
  
 Exhibit No.                                                            
  
   99(a)     Registrant's press release dated August 25, 1998.             
  
   99(b)     Press announcement of the Registrant and Sedgwick Group plc
             dated August 25, 1998.