<PAGE>
              As filed with the Securities and Exchange Commission on 
                              February 25, 1998
                                            Registration No. 333-
              UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                      FORM S-8
                                REGISTRATION STATEMENT
                                        under
                               THE SECURITIES ACT OF 1933
                                
                                   MMI COMPANIES, INC.
                  (Exact name of registrant as specified in its charter)
<TABLE>
        <S>                                      <C>
                 Delaware                            36-3263253
        (State or other jurisdiction of          (I.R.S. Employer
        incorporation or organization)           Identification No.)
</TABLE>
                       540 Lake Cook Road, Deerfield, Illinois
                                     60015-5290
                      (Address of principal Executive Offices)
                                     (Zip Code)
                                
               1993 Non-Employee Directors' Formula Stock Option Plan
                              1993 Employee Stock Plan
                              (Full title of the plans)
                                
                                Wayne A. Sinclair, Esq.
                                  MMI Companies, Inc.
                  540 Lake Cook Road, Deerfield, Illinois 60015-5290
                       (Name and address of agent for service)

                                     (847) 940-7550
             (Telephone number, including area code, of agent for service)
<PAGE>
<TABLE>
<CAPTION>
                 CALCULATION OF REGISTRATION FEE
<S>           <C>            <C>           <C>          <C>
  Title of    Amount to be   Proposed       Proposed       Amount
 Securities    Registered     Maximum       Maximum          of
   to be        (1) (2)      Offering      Aggregate    Registration
 Registered                  Price Per      Offering        Fee
    (2)                        Share       Price (3)
   Common                                                     
Stock, $.10      50,000     $25.75 (3)     $1,287,500(3)   $379.81
 par value                                   
   Common                                                     
Stock, $.10    1,070,845   $18.5644 (4)  $19,879,587.85(4) $5,864.48
 par value                                  
</TABLE>
        (1) There are also registered hereby such indeterminate number of
        shares of common stock as may become issuable by reason of the
        operation of the anti-dilution provisions of the Plans.
        (2) This Registration Statement also covers the associated
        preferred stock purchase rights (the "Rights") issued pursuant to
        a Rights Agreement dated as of June 14, 1997 (the "Rights
        Agreement"), by and between the Registrant and ChaseMellon
        Shareholder Services L.L.C., as Rights Agent.  Until the
        occurrence of certain prescribed events, the Rights are not
        exercisable, are evidenced by the certificates for the
        Registrant's common stock, and will be transferred along with and
        only with such securities.  Thereafter, separate certificates
        will be issued representing one Right for each share of common
        stock of the Registrant, subject to adjustment as provided in the
        Rights Agreement.
        (3) Pursuant to Rule 457(h), the offering price for these
        additional shares is estimated solely for the purpose of
        determining the registration fee and is based on the average high
        and low prices of the common stock on the New York Stock Exchange
        on February 20, 1998 which was $25.75 per share.
        (4) Includes 271,342 shares with respect to which options were
        granted at an exercise price of $5.35 per share and 299,486
        shares with respect to which options were granted at an exercise
        price of $18.54 per share.  An additional 500,017 shares are to
        be offered at prices not presently determined. Pursuant to Rule
        457(h), the offering price for these additional shares is
        estimated solely for the purpose of determining the registration
        fee and is based on the average high and low prices of the common
        stock on the New York Stock Exchange on February 20, 1998 which
        was $25.75 per share.

<PAGE>
                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

             Pursuant to Rule 416 of the Securities Act, this
        Registration Statement shall be deemed to cover any additional
        shares offered under the Plans in order to reflect share splits,
        share dividends,  mergers and other capital changes.

        Item 3.  Incorporation of Documents by Reference.

             This Registration Statement is being filed to register
        50,000 additional shares of common stock, $0.10 par value (the
        "Common Stock"), of MMI Companies, Inc., a Delaware corporation
        (the "Corporation" or the "Registrant"), under its 1993 Non-
        Employee Directors' Formula Stock Option Plan (the "Directors'
        Plan"), and 1,070,845 additional shares of Common Stock under its
        1993 Employee Stock Plan (the "Employee Plan" and, together with
        the Directors' Plan, the "Plans").  The Registrant's Registration
        Statement on Form S-8 #33-81228 which was filed by the Registrant
        with the Commission pursuant to the Securities Act and became
        effective on July 6, 1994 registered 137,500 shares of Common
        Stock for issuance under the Directors' Plan, and 1,237,500
        shares of Common Stock for issuance under the Employee Plan. The
        following documents filed by the Registrant (File No. 1-11920)
        with the Commission are incorporated herein by reference:
     
        (a)  Annual Report on Form 10-K for the fiscal year ended
        December 31, 1996, as amended to date;
     
        (b)  Quarterly Report on Form 10-Q for the quarter ended
        March 31, 1997, as amended to date;
     
        (c)  Quarterly Report on Form 10-Q for the quarter ended
        June 30, 1997, as amended to date;
     
        (d)  Quarterly Report on Form 10-Q for the quarter ended
        September 30, 1997;
     
        (e)  the description of Common Stock contained in the
        Registrant's Registration Statement on Form 8-A filed April 28,
        1993, pursuant to Section 12 of the Securities Exchange Act of
        1934, as amended (the "Exchange Act"), and all amendments thereto
        filed for the purpose of updating such description;
     
        (f)  the description of the Registrant's Shareholder Rights
        Plan contained in the Registrant's Registration Statement on Form
        8-A filed June 27, 1997; and
     
        (g)  the Registrant's Current Reports on Form 8-K dated June
        25, 1997 and filed June 27, 1997, dated June 17, 1997 and filed
        June 18, 1997, and dated and filed December 23, 1997.
     
             All reports and other documents subsequently filed by the
        Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
        Exchange Act prior to the filing of a post-effective amendment
        which indicates that all securities offered hereby have been sold
        or which deregisters all securities then remaining unsold, shall
        be deemed to be incorporated by reference herein and to be a part
        hereof from the date of the filing of such reports and documents.
     
             Any statement contained in a document incorporated or deemed
        to be incorporated by reference herein shall be deemed to be
        modified or superseded for purposes of this Registration
        Statement to the extent that a statement contained herein or in
        any other subsequently filed document which also is incorporated
        or deemed to be incorporated by reference herein modifies or
        supersedes such statement.  Any such statement so modified or
        superseded shall not be deemed, except as so modified or
        superseded, to constitute a part of this Registration Statement.

        Item 4.  Description of Securities.

        Not applicable.

<PAGE>
        Item 5.  Interests of Named Experts and Counsel.

        Not applicable.
 
        Item 6. Indemnification of Directors and Officers.

        The Registrant, being incorporated under the General
        Corporation Law of the State of Delaware, as amended from time to
        time (the "DGCL"), is empowered by Section 145 of the DGCL,
        subject to the procedures and limitations stated therein, to
        indemnify any person against expenses (including attorneys'
        fees), judgments, fines and amounts paid in settlement actually
        and reasonably incurred by him or her in connection with any
        threatened, pending or completed action, suit or proceeding to
        which such person is made a party or threatened to be made a
        party by reason of the fact that he or she is or was a director,
        officer, employee or agent of the Corporation, or is or was
        serving at the request of the Corporation as a director, officer,
        employee or agent of another corporation, partnership, joint
        venture, trust or other enterprise ("Corporate Persons"). Section
        145 provides that indemnification pursuant to its provisions is
        not exclusive of other rights of indemnification to which a
        person may be entitled under any by-law, agreement, vote of
        stockholders or disinterested directors or otherwise.

             Article XIV of the Registrant's by-laws provides for
        indemnification and insurance on behalf of the Corporate Persons.
        Article XIV provides that the Registrant will indemnify any
        Corporate Person who is or was a party, or is threatened to be
        made a party, to any threatened, pending or completed action,
        suit or proceeding, whether civil, criminal, administrative or
        investigative (an "Action") by reason of the fact that he or she
        is or was a Corporate Person against expenses (including
        attorneys' fees), judgments, fines and amounts paid in settlement
        actually and reasonably incurred by him or her in connection with
        such Action, if he or she acted in good faith and in a manner he
        or she reasonably believed to be in, or not opposed to, the best
        interests of the Registrant and, with respect to any criminal
        Action, had no reasonable cause to believe his or her conduct was
        unlawful. With respect to an Action by or in the right of the
        Registrant, Article XIV also provides that no indemnification
        shall be made in respect of any claim, issue or matter as to
        which the Corporate Person is adjudged to be liable for
        negligence or misconduct in the performance of his or her duty to
        the Registrant, except to the extent that the court in which the
        Action was brought determines upon application that in view of
        all the circumstances of the case, such person is fairly and
        reasonably entitled to indemnity for such expenses as the court
        shall deem proper. To the extent that a Corporate Person has been
        successful in the defense of any Action, or in the defense of any
        claim, issue or matter therein, Article XIV provides that he or
        she will be indemnified against expenses (including attorneys'
        fees) actually and reasonably incurred by him or her in
        connection therewith. Any indemnification under Article XIV
        (unless ordered by a court) will be made only as authorized in
        the specific case, upon a determination, reasonably made, that
        indemnification is proper in the circumstances because the
        Corporate Person has met the applicable standards of conduct.
        Such determination may be made (i) by the board of directors of
        the Registrant by a majority vote of a quorum consisting of
        directors who were not parties to such Action, or (ii) if such
        quorum is not obtainable, or, even if obtainable, if a quorum of
        disinterested directors so directs, by independent legal counsel
        in a written opinion, or (iii) by the stockholders of the
        Registrant by a majority vote of a quorum consisting of
        stockholders who were not parties to such Action.  Also, Article
        XIV provides that the Registrant will pay the expenses incurred
        in defending an Action in advance of the final disposition of
        such Action as authorized by the board of directors of the
        Registrant in the specific case upon receipt of an undertaking by
        or on behalf of the Corporate Person to repay such amount. The
        indemnification provided by Article XIV is not exclusive of any
        other rights of indemnification to which Corporate Persons may be
        entitled. Article XIV also authorizes the Registrant to purchase
        insurance on behalf of any Corporate Person against any liability
        incurred by him or her in, or arising out of, his or her status
        as a Corporate Person, whether or not the Registrant would have
        the power to indemnify him or her against such liability.

             Article Ninth of the Registrant's certificate of
        incorporation eliminates, to the fullest extent permitted by
        paragraph (7) of subsection (b) of Section 102 of the DGCL, as
        the same may be amended or supplemented, or any corresponding
        provision of the DGCL, the personal liability of directors. That
        paragraph allows corporations incorporated under the DGCL to
        eliminate the personal liability of a director to the corporation
        or its stockholders for monetary damages for a breach of
        fiduciary duty as a director. However, that paragraph does not
        allow corporations to limit the liability of a director (i) for
        any breach of his or her duty of loyalty to the corporation or

<PAGE>
       its stockholders, (ii) for acts or omissions not in good faith or
       which involve intentional misconduct or a knowing violation of
       law, (iii) for unlawful payment of a dividend or unlawful stock
       purchase or redemption, or (iv) for any transaction for which the
       director derived an improper personal benefit.

       The Corporation maintains liability insurance for its
       directors and officers.

       Item 7.  Exemption from Registration Claimed.

       Not applicable.

       Item 8.  Exhibits.

       See Exhibit Index.

       Item 9.  Undertakings.

       The Registrant hereby undertakes:
    
         (1)  to file, during any period in which offers or sales are
              being made, a post-effective amendment to this Registration
              Statement, to include any material information with respect to
              the plan of distribution not previously disclosed in this
              Registration Statement or any material change to such information
              in this Registration Statement;

         (2)  that, for the purpose of determining any liability
              under the Securities Act, each such post-effective amendment
              shall be deemed to be a new registration statement relating to
              the securities offered therein, and the offering of such
              securities at that time shall be deemed to be the initial bona
              fide offering thereof;

         (3)  to remove from registration by means of a post-
              effective amendment any of the securities being registered which
              remain unsold at the termination of the offering;

         (4)  that, for the purposes of determining any liability
              under the Securities Act, each filing of the Registrant's annual
              report pursuant to Section 13(a) or Section 15(d) of the Exchange
              Act (and, where applicable, each filing of an employee benefit
              plan's annual report pursuant to Section 15(d) of the Exchange
              Act) that is incorporated by reference in this Registration
              Statement shall be deemed to be a new registration statement
              relating to the securities offered therein, and the offering of
              such securities at that time shall be deemed to be the initial
              bona fide offering thereof;

         (5)  insofar as indemnification for liabilities arising
              under the Securities Act may be permitted to directors, officers
              and controlling persons of the Registrant pursuant to the
              provisions described in Item 6 or otherwise, the Registrant has
              been advised that in the opinion of the Commission such
              indemnification is against public policy as expressed in the
              Securities Act and is, therefore, unenforceable;  in the event
              that a claim for indemnification against such liabilities (other
              than the payment by the Registrant of expenses incurred or paid
              by a director, officer or controlling person of the Registrant in
              the successful defense of any action, suit or proceeding) is
              asserted by such director, officer or controlling person in
              connection with the securities being registered, the Registrant
              will, unless in the opinion of its counsel the matter has been
              settled by controlling precedent, submit to a court of
              appropriate jurisdiction the question whether such
              indemnification by it is against public policy as expressed in
              the Securities Act and will be governed by the final adjudication
              of such issue.

<PAGE>
                                      SIGNATURES

                   Pursuant to the requirements of the Securities Act, 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 Deerfield, State of Illinois, on the 25th day of February,
              1998.

                                   MMI COMPANIES, INC.



                                            By:  __/s/ B. Frederick Becker
                                                B. Frederick Becker
                                                Chairman and Chief Executive
                                                Officer

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



Date: February 25, 1998                 By:  /s/ B. Frederick Becker
                                        B. Frederick Becker
                                        Chairman,  Chief Executive
                                        Officer and Director

Date: February 25, 1998                 By:  /s/ Paul M. Orzech
                                        Paul M. Orzech
                                        Executive Vice President
                                        and Chief Financial Officer

Date: February 25, 1998                 By: /s/ Joseph R. Herman
                                        Joseph R. Herman
                                        Senior Vice President
                                        and Controller

Date: February 25, 1998                 By:__*____________________
                                        Richard R. Barr
                                        Director

Date:                                   By:  ______________________
                                        George B. Caldwell
                                        Director

Date: February 25, 1998                 By:__*____________________
                                        K. James Ehlen, M.D.
                                        Director

Date: February 25, 1998                 By:__*____________________
                                        F. Laird Facey, M.D.
                                        Director

Date: February 25, 1998                 By:__*____________________
                                        William M. Kelley
                                        Director

Date: February 25, 1998                 By:__*____________________
                                        Andrew D. Kennedy
                                        Director

Date: February 25, 1998                 By:__*____________________
                                        Timothy R. McCormick
                                        Director

Date: February 25, 1998                 By:__*____________________
                                        Gerald L. McManis
                                        Director


<PAGE>

Date: February 25, 1998                 By:__*____________________
                                        Scott S. Parker
                                        Director

Date: February 25, 1998                 By:__*____________________
                                        Edward C. Peddie
                                        Director

Date: February 25, 1998                 By:__*____________________
                                        Joseph D. Sargent
                                        Director

Date:                                   By:  ______________________
                                        Alan C. Guy
                                        Director

Date:                                   By:  ______________________
                                        Ian G. Sinclair
                                        Director

Date:                                   By:  ______________________
                                        Robert A. Spass
                                        Director

          *    By his signature below, B. Frederick Becker, pursuant to
          duly executed powers of attorney filed with the Securities and
          Exchange Commission, has signed this Registration Statement on
          February 25, 1998 on behalf of the above listed persons
          designated by asterisks, in the capacities set forth under their
          respective names.

                                   By:  /s/ B. Frederick Becker
                                        B. Frederick Becker
                                        Attorney-in-fact

<PAGE>
EXHIBIT INDEX


Exhibit Number Description

      4.1      Certificate of Incorporation of the
               Registrant (filed as an exhibit to the
               Registrant's Quarterly Report on Form 10-Q
               dated June 30, 1996 and incorporated herein 
               by reference)
     
     4.2       Bylaws of the Registrant (filed as an exhibit
               to the Registrant's Annual
               Report on Form 10-K dated December 31, 1994
               and incorporated herein by reference)

     4.3       Rights Agreement dated as of June 14, 1997 by
               and between the Registrant and ChaseMellon Shareholder
               Services L.L.C., as Rights Agent (filed as an
               exhibit to the Registrant's Registration
               Statement No. 333-32027 on Form S-4 and
               incorporated herein by reference)

     4.4       Description of specimen stock certificate
               representing Rights (filed as an
               exhibit to the Registrant's Registration
               Statement No. 333-32027 on
               Form S-4 and incorporated herein by
               reference)
     
     4.5       Amended 1993 Employee Stock Plan, effective
               January 15, 1993
     
     4.6       1993 Non-Employee Directors' Formula Stock
               Option Plan (filed as an exhibit to the Registrant's
               Registration Statement No. 333-32027 on Form
               S-4 and incorporated herein by reference)
     
     5.1       Opinion of Wildman, Harrold, Allen & Dixon

     23.1      Consent of Ernst & Young LLP

     23.2      Consent of Wildman, Harrold, Allen  & Dixon
               (included in Exhibit 5.1)

     24.1      Powers of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24833}]
{"company-data": {"conformed-name": "MMI COMPANIES INC", "cik": "0000767308", "assigned-sic": "6351", "irs-number": "363263253", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46889", "film-number": "98549474"}, "business-address": {"street1": "540 LAKE COOK RD", "city": "DEERFIELD", "state": "IL", "zip": "60015", "phone": "8473742400"}, "mail-address": {"street1": "540 LAKE COOK ROAD", "city": "DEERFIELD", "state": "IL", "zip": "60015"}}
As filed with the Securities and Exchange Commission on 
                              February 25, 1998
                                            Registration No. 333-
              UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                      FORM S-8
                                REGISTRATION STATEMENT
                                        under
                               THE SECURITIES ACT OF 1933
                                
                                   MMI COMPANIES, INC.
                  (Exact name of registrant as specified in its charter)
Delaware                            36-3263253
        (State or other jurisdiction of          (I.R.S. Employer
        incorporation or organization)           Identification No.)
540 Lake Cook Road, Deerfield, Illinois
                                     60015-5290
                      (Address of principal Executive Offices)
                                     (Zip Code)
                                
               1993 Non-Employee Directors' Formula Stock Option Plan
                              1993 Employee Stock Plan
                              (Full title of the plans)
                                
                                Wayne A. Sinclair, Esq.
                                  MMI Companies, Inc.
                  540 Lake Cook Road, Deerfield, Illinois 60015-5290
                       (Name and address of agent for service)

                                     (847) 940-7550
             (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of    Amount to be   Proposed       Proposed       Amount
 Securities    Registered     Maximum       Maximum          of
   to be        (1) (2)      Offering      Aggregate    Registration
 Registered                  Price Per      Offering        Fee
    (2)                        Share       Price (3)
   Common                                                     
Stock, $.10      50,000     $25.75 (3)     $1,287,500(3)   $379.81
 par value                                   
   Common                                                     
Stock, $.10    1,070,845   $18.5644 (4)  $19,879,587.85(4) $5,864.48
 par value
(1) There are also registered hereby such indeterminate number of
        shares of common stock as may become issuable by reason of the
        operation of the anti-dilution provisions of the Plans.
        (2) This Registration Statement also covers the associated
        preferred stock purchase rights (the "Rights") issued pursuant to
        a Rights Agreement dated as of June 14, 1997 (the "Rights
        Agreement"), by and between the Registrant and ChaseMellon
        Shareholder Services L.L.C., as Rights Agent.  Until the
        occurrence of certain prescribed events, the Rights are not
        exercisable, are evidenced by the certificates for the
        Registrant's common stock, and will be transferred along with and
        only with such securities.  Thereafter, separate certificates
        will be issued representing one Right for each share of common
        stock of the Registrant, subject to adjustment as provided in the
        Rights Agreement.
        (3) Pursuant to Rule 457(h), the offering price for these
        additional shares is estimated solely for the purpose of
        determining the registration fee and is based on the average high
        and low prices of the common stock on the New York Stock Exchange
        on February 20, 1998 which was $25.75 per share.
        (4) Includes 271,342 shares with respect to which options were
        granted at an exercise price of $5.35 per share and 299,486
        shares with respect to which options were granted at an exercise
        price of $18.54 per share.  An additional 500,017 shares are to
        be offered at prices not presently determined. Pursuant to Rule
        457(h), the offering price for these additional shares is
        estimated solely for the purpose of determining the registration
        fee and is based on the average high and low prices of the common
        stock on the New York Stock Exchange on February 20, 1998 which
        was $25.75 per share.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

             Pursuant to Rule 416 of the Securities Act, this
        Registration Statement shall be deemed to cover any additional
        shares offered under the Plans in order to reflect share splits,
        share dividends,  mergers and other capital changes.

        Item 3.  Incorporation of Documents by Reference.

             This Registration Statement is being filed to register
        50,000 additional shares of common stock, $0.10 par value (the
        "Common Stock"), of MMI Companies, Inc., a Delaware corporation
        (the "Corporation" or the "Registrant"), under its 1993 Non-
        Employee Directors' Formula Stock Option Plan (the "Directors'
        Plan"), and 1,070,845 additional shares of Common Stock under its
        1993 Employee Stock Plan (the "Employee Plan" and, together with
        the Directors' Plan, the "Plans").  The Registrant's Registration
        Statement on Form S-8 #33-81228 which was filed by the Registrant
        with the Commission pursuant to the Securities Act and became
        effective on July 6, 1994 registered 137,500 shares of Common
        Stock for issuance under the Directors' Plan, and 1,237,500
        shares of Common Stock for issuance under the Employee Plan. The
        following documents filed by the Registrant (File No. 1-11920)
        with the Commission are incorporated herein by reference:
     
        (a)  Annual Report on Form 10-K for the fiscal year ended
        December 31, 1996, as amended to date;
     
        (b)  Quarterly Report on Form 10-Q for the quarter ended
        March 31, 1997, as amended to date;
     
        (c)  Quarterly Report on Form 10-Q for the quarter ended
        June 30, 1997, as amended to date;
     
        (d)  Quarterly Report on Form 10-Q for the quarter ended
        September 30, 1997;
     
        (e)  the description of Common Stock contained in the
        Registrant's Registration Statement on Form 8-A filed April 28,
        1993, pursuant to Section 12 of the Securities Exchange Act of
        1934, as amended (the "Exchange Act"), and all amendments thereto
        filed for the purpose of updating such description;
     
        (f)  the description of the Registrant's Shareholder Rights
        Plan contained in the Registrant's Registration Statement on Form
        8-A filed June 27, 1997; and
     
        (g)  the Registrant's Current Reports on Form 8-K dated June
        25, 1997 and filed June 27, 1997, dated June 17, 1997 and filed
        June 18, 1997, and dated and filed December 23, 1997.
     
             All reports and other documents subsequently filed by the
        Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
        Exchange Act prior to the filing of a post-effective amendment
        which indicates that all securities offered hereby have been sold
        or which deregisters all securities then remaining unsold, shall
        be deemed to be incorporated by reference herein and to be a part
        hereof from the date of the filing of such reports and documents.
     
             Any statement contained in a document incorporated or deemed
        to be incorporated by reference herein shall be deemed to be
        modified or superseded for purposes of this Registration
        Statement to the extent that a statement contained herein or in
        any other subsequently filed document which also is incorporated
        or deemed to be incorporated by reference herein modifies or
        supersedes such statement.  Any such statement so modified or
        superseded shall not be deemed, except as so modified or
        superseded, to constitute a part of this Registration Statement.

        Item 4.  Description of Securities.

        Not applicable.
Item 5.  Interests of Named Experts and Counsel.

        Not applicable.
 
        Item 6. Indemnification of Directors and Officers.

        The Registrant, being incorporated under the General
        Corporation Law of the State of Delaware, as amended from time to
        time (the "DGCL"), is empowered by Section 145 of the DGCL,
        subject to the procedures and limitations stated therein, to
        indemnify any person against expenses (including attorneys'
        fees), judgments, fines and amounts paid in settlement actually
        and reasonably incurred by him or her in connection with any
        threatened, pending or completed action, suit or proceeding to
        which such person is made a party or threatened to be made a
        party by reason of the fact that he or she is or was a director,
        officer, employee or agent of the Corporation, or is or was
        serving at the request of the Corporation as a director, officer,
        employee or agent of another corporation, partnership, joint
        venture, trust or other enterprise ("Corporate Persons"). Section
        145 provides that indemnification pursuant to its provisions is
        not exclusive of other rights of indemnification to which a
        person may be entitled under any by-law, agreement, vote of
        stockholders or disinterested directors or otherwise.

             Article XIV of the Registrant's by-laws provides for
        indemnification and insurance on behalf of the Corporate Persons.
        Article XIV provides that the Registrant will indemnify any
        Corporate Person who is or was a party, or is threatened to be
        made a party, to any threatened, pending or completed action,
        suit or proceeding, whether civil, criminal, administrative or
        investigative (an "Action") by reason of the fact that he or she
        is or was a Corporate Person against expenses (including
        attorneys' fees), judgments, fines and amounts paid in settlement
        actually and reasonably incurred by him or her in connection with
        such Action, if he or she acted in good faith and in a manner he
        or she reasonably believed to be in, or not opposed to, the best
        interests of the Registrant and, with respect to any criminal
        Action, had no reasonable cause to believe his or her conduct was
        unlawful. With respect to an Action by or in the right of the
        Registrant, Article XIV also provides that no indemnification
        shall be made in respect of any claim, issue or matter as to
        which the Corporate Person is adjudged to be liable for
        negligence or misconduct in the performance of his or her duty to
        the Registrant, except to the extent that the court in which the
        Action was brought determines upon application that in view of
        all the circumstances of the case, such person is fairly and
        reasonably entitled to indemnity for such expenses as the court
        shall deem proper. To the extent that a Corporate Person has been
        successful in the defense of any Action, or in the defense of any
        claim, issue or matter therein, Article XIV provides that he or
        she will be indemnified against expenses (including attorneys'
        fees) actually and reasonably incurred by him or her in
        connection therewith. Any indemnification under Article XIV
        (unless ordered by a court) will be made only as authorized in
        the specific case, upon a determination, reasonably made, that
        indemnification is proper in the circumstances because the
        Corporate Person has met the applicable standards of conduct.
        Such determination may be made (i) by the board of directors of
        the Registrant by a majority vote of a quorum consisting of
        directors who were not parties to such Action, or (ii) if such
        quorum is not obtainable, or, even if obtainable, if a quorum of
        disinterested directors so directs, by independent legal counsel
        in a written opinion, or (iii) by the stockholders of the
        Registrant by a majority vote of a quorum consisting of
        stockholders who were not parties to such Action.  Also, Article
        XIV provides that the Registrant will pay the expenses incurred
        in defending an Action in advance of the final disposition of
        such Action as authorized by the board of directors of the
        Registrant in the specific case upon receipt of an undertaking by
        or on behalf of the Corporate Person to repay such amount. The
        indemnification provided by Article XIV is not exclusive of any
        other rights of indemnification to which Corporate Persons may be
        entitled. Article XIV also authorizes the Registrant to purchase
        insurance on behalf of any Corporate Person against any liability
        incurred by him or her in, or arising out of, his or her status
        as a Corporate Person, whether or not the Registrant would have
        the power to indemnify him or her against such liability.

             Article Ninth of the Registrant's certificate of
        incorporation eliminates, to the fullest extent permitted by
        paragraph (7) of subsection (b) of Section 102 of the DGCL, as
        the same may be amended or supplemented, or any corresponding
        provision of the DGCL, the personal liability of directors. That
        paragraph allows corporations incorporated under the DGCL to
        eliminate the personal liability of a director to the corporation
        or its stockholders for monetary damages for a breach of
        fiduciary duty as a director. However, that paragraph does not
        allow corporations to limit the liability of a director (i) for
        any breach of his or her duty of loyalty to the corporation or
its stockholders, (ii) for acts or omissions not in good faith or
       which involve intentional misconduct or a knowing violation of
       law, (iii) for unlawful payment of a dividend or unlawful stock
       purchase or redemption, or (iv) for any transaction for which the
       director derived an improper personal benefit.

       The Corporation maintains liability insurance for its
       directors and officers.

       Item 7.  Exemption from Registration Claimed.

       Not applicable.

       Item 8.  Exhibits.

       See Exhibit Index.

       Item 9.  Undertakings.

       The Registrant hereby undertakes:
    
         (1)  to file, during any period in which offers or sales are
              being made, a post-effective amendment to this Registration
              Statement, to include any material information with respect to
              the plan of distribution not previously disclosed in this
              Registration Statement or any material change to such information
              in this Registration Statement;

         (2)  that, for the purpose of determining any liability
              under the Securities Act, each such post-effective amendment
              shall be deemed to be a new registration statement relating to
              the securities offered therein, and the offering of such
              securities at that time shall be deemed to be the initial bona
              fide offering thereof;

         (3)  to remove from registration by means of a post-
              effective amendment any of the securities being registered which
              remain unsold at the termination of the offering;

         (4)  that, for the purposes of determining any liability
              under the Securities Act, each filing of the Registrant's annual
              report pursuant to Section 13(a) or Section 15(d) of the Exchange
              Act (and, where applicable, each filing of an employee benefit
              plan's annual report pursuant to Section 15(d) of the Exchange
              Act) that is incorporated by reference in this Registration
              Statement shall be deemed to be a new registration statement
              relating to the securities offered therein, and the offering of
              such securities at that time shall be deemed to be the initial
              bona fide offering thereof;

         (5)  insofar as indemnification for liabilities arising
              under the Securities Act may be permitted to directors, officers
              and controlling persons of the Registrant pursuant to the
              provisions described in Item 6 or otherwise, the Registrant has
              been advised that in the opinion of the Commission such
              indemnification is against public policy as expressed in the
              Securities Act and is, therefore, unenforceable;  in the event
              that a claim for indemnification against such liabilities (other
              than the payment by the Registrant of expenses incurred or paid
              by a director, officer or controlling person of the Registrant in
              the successful defense of any action, suit or proceeding) is
              asserted by such director, officer or controlling person in
              connection with the securities being registered, the Registrant
              will, unless in the opinion of its counsel the matter has been
              settled by controlling precedent, submit to a court of
              appropriate jurisdiction the question whether such
              indemnification by it is against public policy as expressed in
              the Securities Act and will be governed by the final adjudication
              of such issue.
SIGNATURES

                   Pursuant to the requirements of the Securities Act, 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 Deerfield, State of Illinois, on the 25th day of February,
              1998.

                                   MMI COMPANIES, INC.

                                            By:  __/s/ B. Frederick Becker
                                                B. Frederick Becker
                                                Chairman and Chief Executive
                                                Officer

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

Date: February 25, 1998                 By:  /s/ B. Frederick Becker
                                        B. Frederick Becker
                                        Chairman,  Chief Executive
                                        Officer and Director

Date: February 25, 1998                 By:  /s/ Paul M. Orzech
                                        Paul M. Orzech
                                        Executive Vice President
                                        and Chief Financial Officer

Date: February 25, 1998                 By: /s/ Joseph R. Herman
                                        Joseph R. Herman
                                        Senior Vice President
                                        and Controller

Date: February 25, 1998                 By:__*____________________
                                        Richard R. Barr
                                        Director

Date:                                   By:  ______________________
                                        George B. Caldwell
                                        Director

Date: February 25, 1998                 By:__*____________________
                                        K. James Ehlen, M.D.
                                        Director

Date: February 25, 1998                 By:__*____________________
                                        F. Laird Facey, M.D.
                                        Director

Date: February 25, 1998                 By:__*____________________
                                        William M. Kelley
                                        Director

Date: February 25, 1998                 By:__*____________________
                                        Andrew D. Kennedy
                                        Director

Date: February 25, 1998                 By:__*____________________
                                        Timothy R. McCormick
                                        Director

Date: February 25, 1998                 By:__*____________________
                                        Gerald L. McManis
                                        Director
Date: February 25, 1998                 By:__*____________________
                                        Scott S. Parker
                                        Director

Date: February 25, 1998                 By:__*____________________
                                        Edward C. Peddie
                                        Director

Date: February 25, 1998                 By:__*____________________
                                        Joseph D. Sargent
                                        Director

Date:                                   By:  ______________________
                                        Alan C. Guy
                                        Director

Date:                                   By:  ______________________
                                        Ian G. Sinclair
                                        Director

Date:                                   By:  ______________________
                                        Robert A. Spass
                                        Director

          *    By his signature below, B. Frederick Becker, pursuant to
          duly executed powers of attorney filed with the Securities and
          Exchange Commission, has signed this Registration Statement on
          February 25, 1998 on behalf of the above listed persons
          designated by asterisks, in the capacities set forth under their
          respective names.

                                   By:  /s/ B. Frederick Becker
                                        B. Frederick Becker
                                        Attorney-in-fact
EXHIBIT INDEX

Exhibit Number Description

      4.1      Certificate of Incorporation of the
               Registrant (filed as an exhibit to the
               Registrant's Quarterly Report on Form 10-Q
               dated June 30, 1996 and incorporated herein 
               by reference)
     
     4.2       Bylaws of the Registrant (filed as an exhibit
               to the Registrant's Annual
               Report on Form 10-K dated December 31, 1994
               and incorporated herein by reference)

     4.3       Rights Agreement dated as of June 14, 1997 by
               and between the Registrant and ChaseMellon Shareholder
               Services L.L.C., as Rights Agent (filed as an
               exhibit to the Registrant's Registration
               Statement No. 333-32027 on Form S-4 and
               incorporated herein by reference)

     4.4       Description of specimen stock certificate
               representing Rights (filed as an
               exhibit to the Registrant's Registration
               Statement No. 333-32027 on
               Form S-4 and incorporated herein by
               reference)
     
     4.5       Amended 1993 Employee Stock Plan, effective
               January 15, 1993
     
     4.6       1993 Non-Employee Directors' Formula Stock
               Option Plan (filed as an exhibit to the Registrant's
               Registration Statement No. 333-32027 on Form
               S-4 and incorporated herein by reference)
     
     5.1       Opinion of Wildman, Harrold, Allen & Dixon

     23.1      Consent of Ernst & Young LLP

     23.2      Consent of Wildman, Harrold, Allen  & Dixon
               (included in Exhibit 5.1)

     24.1      Powers of Attorney