<PAGE>
      As filed with the Securities and Exchange Commission on June 30, 1995.
                                    Registration No. 33-_____          
                                                                        

                                    SECURITIES AND EXCHANGE COMMISSION
                                          Washington, D.C.  20549
                                                                    
                                Form S-8

                          REGISTRATION STATEMENT
                                UNDER
                        THE SECURITIES ACT OF 1933


                      ALEXANDER & ALEXANDER SERVICES INC.         
           (Exact name of registrant as specified in its charter)

           MARYLAND                               52-0969822      
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

               1185 Avenue of the Americas, New York, New York  10036
                (Address of Principal Executive Offices)    (Zip Code)

                         ALEXANDER & ALEXANDER SERVICES INC.
                        EMPLOYEE DISCOUNT STOCK PURCHASE PLAN
                              (Full title of the plan)

                            ALBERT A. SKWIERTZ, JR., ESQ.
                           Vice President and General Counsel
                            Alexander & Alexander Services Inc.
                              1185 Avenue of the Americas
                              New York, New York  10036
                                 (212) 840-8500
(Name, address, telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective


                          CALCULATION OF REGISTRATION FEE
                                                                            
Title of                          Proposed       Proposed
Securities to        Amount       Maximum        Maximum         Amount of
Be Registered:       to be        Offering Price Aggregate       Registration
Common Stock         Registered:  Per Share (2): Offering Price: Fee:
($1.00 Par Value)(1) 750,000 shs. $23.00         $17,250,000     $5,950.00
                                                                              

(1)  Includes the preferred share purchase rights associated with the Common 
Stock.

(2)  Estimated solely for the purpose of determining the registration fee 
pursuant to Rule 457(h).  The proposed maximum offering price per share is 
based upon the average of the high and low prices for the stock on the 
New York Stock Exchange on June 27, 1995.
<PAGE>
PART I.          INFORMATION REQUIRED IN THE SECTION 10(a)
                 PROSPECTUS

                 The information required by Part I is included in
documents that will be sent or given to participants in the Alexander &
Alexander Services Inc. Employee Discount Stock Purchase Plan, (the
"Purchase Plan") pursuant to Rule 428(b)(1).  Such documents are not
being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.

PART II.         INFORMATION REQUIRED IN THE REGISTRATION
                 STATEMENT

         Item 3. Incorporation of Documents by Reference.

                 Incorporated by reference in this Registration Statement
are the following documents heretofore filed by Alexander & Alexander
Services Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as
amended (the "Securities Act") and the Securities Exchange Act of 1934,
as amended (the "Exchange Act"):

                 (a)      The Company's latest annual report filed
                          pursuant to Sections 13(a) or 15(d) of the
                          Exchange Act;

                 (b)      All other reports filed pursuant to Section 13 or
                          15(d) of the Securities Exchange Act of 1934
                          since the end of the last fiscal year for which
                          financial statements were included in the report
                          referred to in (a) above; and

                 (c)      The description of the Company's Common
                          Stock, $1.00 par value and the description of the
                          Rights to Purchase Series A Junior Participating
                          Preferred Stock, $1.00 par value, each contained
                          in a registration statement filed under the
                          Exchange Act, and any amendment or report
                          filed for the purpose of updating such
                          description.

                 All documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities 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 documents.

         Item 4. Description of Securities.

                 Not Applicable.
<PAGE>
         Item 5. Interests of Named Experts and Counsel.

                 Albert A. Skwiertz, Jr., Esq., whose opinion with respect
to the validity of the securities being registered is an exhibit to this
Registration Statement, is Vice President and General Counsel of the
Company.  Mr. Skwiertz is eligible to be a participant in the Purchase
Plan.  Mr. Skwiertz owns no shares directly or indirectly of the Company's
Common Stock and holds options for 28,500 shares of Common Stock.  In
addition, 1,342 shares of Common Stock are attributed to Mr. Skwiertz's
account under the Thrift Plan.

         Item 6. Indemnification of Directors and Officers.

                 Section 2-418 of the Maryland General Corporation Law
establishes provisions whereby a Maryland corporation may indemnify any
director or officer made party to an action or proceeding by reason of
service in that capacity, against judgments, penalties, fines, settlements and
reasonable expenses incurred in connection with such action or proceeding
unless it is proved that the director or officer (i) acted in bad faith or with
active and deliberate dishonesty; (ii) actually received an improper personal
benefit in money, property or services; or (iii) in the case of a criminal
proceeding had reasonable cause to believe that his act was unlawful. 
However, if the proceeding is a derivative suit in favor of the corporation,
indemnification may not be made if the individual is adjudged to be liable
to the corporation.  In no case may indemnification be made until a
determination has been reached that the director or officer has met the
applicable standard of conduct.  Indemnification for reasonable expenses is
mandatory if the director or officer has been successful on the merits or
otherwise in the defense of any action or proceeding covered by the
indemnification statute.  The statute also provides for indemnification of
directors and officers by court order.  The indemnification provided or
authorized in the indemnification statute does not preclude a corporation
from extending other rights (indemnification or otherwise) to directors and
officers.

                 The Company's Bylaws provide for indemnification of
any person who is serving or has served as a director or officer of the
Company, against all liabilities and expenses incurred in connection with
any action, suit or proceeding arising out of such service to the full extent
permitted under Maryland law.

                 The Company currently maintains policies of insurance
under which the Company and the directors and officers of the Company
are insured, within the limits of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which directors and officers of the Company are parties by
reason of being or having been such directors or officers.

         Item 7. Exemption from Registration Claimed.

                 Not Applicable.
<PAGE>
         Item 8. Exhibits.

                 Exhibit
                 Number           Exhibit Title

                 4.1              Amended and Restated Articles of
                                  Incorporation of the Company
                                  (incorporated herein by reference to the
                                  Company's Annual Report on Form 10-
                                  K for the year ended December 31,
                                  1991).

                 4.2              Articles of Amendment, dated July 15,
                                  1994, to the Articles of Incorporation
                                  of the Company (incorporated herein
                                  by reference to the Company's Report
                                  on Form 10-Q for the quarter ended
                                  June 30, 1994).

                 4.3              Articles Supplementary of the
                                  Company, dated March 18, 1993
                                  relating to the $3.625 Series A
                                  Convertible Preferred Stock
                                  (incorporated herein by reference to the
                                  Company's Annual Report on Form 10-
                                  K for the year ended December 31,
                                  1992).

                 4.4              Articles Supplementary of the
                                  Company, dated July 15, 1994 relating
                                  to the 8% Series B Cumulative
                                  Convertible Preferred Stock
                                  (incorporated herein by reference to the
                                  Company's Report on Form 10-Q for
                                  the quarter ended June 30, 1994).

                 4.5              Articles Supplementary of the
                                  Company, dated July 15, 1994 relating
                                  to the Series A Junior Participating
                                  Preferred Stock (incorporated herein by
                                  reference to the Company's Report on
                                  Form 10-Q for the quarter ended June
                                  30, 1994).

                 4.6              Amended and Restated Bylaws of the
                                  Company, dated as of January 14, 1994
                                  (incorporated herein by reference to the
                                  Company's Annual Report on Form
                                  10-K for the year ended December 31,
                                  1993).

                 4.7              Amendment No. 1 to By-Laws of the
                                  Company, dated March 21, 1995
                                  (incorporated herein by reference to the
                                  Company's Annual Report on
                                  Form 10-K for the year ended
                                  December 31, 1994).
<PAGE>
                 4.8              Rights Agreement dated as of June 11,
                                  1987, amended and restated as of
                                  March 27, 1990, between the Company
                                  and First Chicago Trust Company of
                                  New York, formerly Morgan
                                  Shareholder Services Trust Company,
                                  as Rights Agent (incorporated herein by
                                  reference to the Company's
                                  Registration Statement on Form 8 filed
                                  with the Commission on June 19, 1987,
                                  as amended by Amendment No. 1 on
                                  Form 8 filed on March 28, 1990. 
                                  Amendment No. 2 on Form 8-A filed
                                  on April 23, 1992, Amendment No. 3
                                  on Form 8-A/A filed on December 1,
                                  1993 and Amendment No. 4 on Form
                                  8-A/A filed on July 15, 1994).

                 4.9              Form of Trust Agreement dated as of
                                  June 11, 1987, amended and restated as
                                  of March 28, 1990, between the
                                  Company and Montreal Trust Company
                                  of Canada, as successor to The Canada
                                  Trust Company (incorporated herein by
                                  reference to Registration Statement on
                                  Form 8-A filed with the Commission
                                  on June 19, 1987 as amended by
                                  Amendment No. 1 on Form 8 filed on
                                  March 28, 1990).

                 4.10             Alexander & Alexander Services Inc.
                                  Employee Discount Stock Purchase
                                  Plan, effective as of May 18, 1995.

                 5.1              Opinion of Albert A. Skwiertz, Jr.,
                                  Esq., Vice President and General
                                  Counsel of the Company, as to the
                                  legality of the securities registered
                                  hereunder.

                 23.1             Independent Auditors' Consent.

                 23.2             Consent of Albert A. Skwiertz, Jr.,
                                  Esq., Vice President and General
                                  Counsel of the Company (incorporated
                                  by reference to Exhibit 5.1).

                 24.1             Power of Attorney is included in the
                                  Signature Page contained in Part II of
                                  this Registration Statement.

         Item 9. Undertakings.

                 (a)      The undersigned registrant hereby undertakes:

                          (1)     That, for the purpose of determining any
liability under the Securities Act of 1933, each post-effective amendment
<PAGE>
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.

                          (2)     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.

                 (b)      The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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.

                 (c)      Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.

<PAGE>

                               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 New York, State of New York,
on the 30th day of June, 1995.

                                           ALEXANDER &
                                           ALEXANDER SERVICES
                                           INC.



                                           By:  /s/ Frank G. Zarb       
                                                 Frank G. Zarb, Chairman
                                                   of the Board, Chief
                                                   Executive Officer,
                                                   President and         
                                                   Director



                            POWER OF ATTORNEY


                 KNOW ALL MEN BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Frank G.
Zarb and Albert A. Skwiertz, Jr., and each of them, 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 amendments (including pre-effective and
post-effective amendments) to this registration statement, 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 acting singly, full power
and authority to do and perform each and every act and thing necessary and
requisite to be done, as fully and 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 may lawfully do or cause to be
done by virtue hereof.
<PAGE>
                 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.

Signature                     Title                      Date


/s/ Frank G. Zarb           Chairman of the Board,         June 30, 1995      
Frank G. Zarb               Chief Executive Officer,
                            President and Director
                            (Principal Executive Officer)


/s/ Edward F. Kosnik        Director, Executive Vice       June 30, 1995        
Edward F. Kosnik            President and Chief Financial
                            Officer (Principal Financial
                            Officer)


/s/ Richard P. Sneeder, Jr. Controller (Principal          June 30, 1995      
Richard P. Sneeder, Jr.     Accounting Officer)


[SIGNATURES CONTINUED]<PAGE>

[SIGNATURES CONTINUED]



/s/ Robert E. Boni           Director                       June 30, 1995     
Robert E. Boni


/s/ W. Peter Cooke           Director                       June 30, 1995    
W. Peter Cooke

                             Director                       
E. Gerald Corrigan


/s/ Joseph L. Dionne         Director                       June 30, 1995     
Joseph L. Dionne


/s/ Gerald R. Ford           Director                       June 30, 1995     
Gerald R. Ford


                             Director                                        
Peter C. Godsoe


/s/ Angus M.M. Grossart       Director                       June 30, 1995  
Angus M.M. Grossart


/s/ Maurice H. Hartigan II    Director                       June 30, 1995    
Maurice H. Hartigan II


/s/ James Bickford Hurlock    Director                       June 30, 1995    
James Bickford Hurlock


/s/ Ronald A. Iles            Director                       June 30, 1995 
Ronald A. Iles


                              Director                                     
Vincent R. McLean


/s/ James D. Robinson III     Director                       June 30, 1995    
James D. Robinson III

<PAGE>

                                               EXHIBIT INDEX


                                                              Page Number in
Regulation S-K                                                Sequentially
                                                              Numbered
Exhibit Number       Description of Document                  Copy     
        


Exhibit 4.10          Alexander & Alexander Services Inc.
                      Employee Discount Stock Purchase Plan,
                      effective as of May 18, 1995

Exhibit 5.1           Opinion of Albert A. Skwiertz, Jr., Esq.,
                      Vice President and General Counsel of the
                      Company, as to the legality of the securities
                      to be registered

Exhibit 23.1          Independent Auditors' Consent

Exhibit 23.2          Consent of Albert A. Skwiertz, Jr., Esq.
                      (included in Exhibit 5.1)






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As filed with the Securities and Exchange Commission on June 30, 1995.
                                    Registration No. 33-_____          
                                                                        

                                    SECURITIES AND EXCHANGE COMMISSION
                                          Washington, D.C.  20549
                                                                    
                                Form S-8

                          REGISTRATION STATEMENT
                                UNDER
                        THE SECURITIES ACT OF 1933

                      ALEXANDER & ALEXANDER SERVICES INC.         
           (Exact name of registrant as specified in its charter)

           MARYLAND                               52-0969822      
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

               1185 Avenue of the Americas, New York, New York  10036
                (Address of Principal Executive Offices)    (Zip Code)

                         ALEXANDER & ALEXANDER SERVICES INC.
                        EMPLOYEE DISCOUNT STOCK PURCHASE PLAN
                              (Full title of the plan)

                            ALBERT A. SKWIERTZ, JR., ESQ.
                           Vice President and General Counsel
                            Alexander & Alexander Services Inc.
                              1185 Avenue of the Americas
                              New York, New York  10036
                                 (212) 840-8500
(Name, address, telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective

                          CALCULATION OF REGISTRATION FEE
                                                                            
Title of                          Proposed       Proposed
Securities to        Amount       Maximum        Maximum         Amount of
Be Registered:       to be        Offering Price Aggregate       Registration
Common Stock         Registered:  Per Share (2): Offering Price: Fee:
($1.00 Par Value)(1) 750,000 shs. $23.00         $17,250,000     $5,950.00
                                                                              

(1)  Includes the preferred share purchase rights associated with the Common 
Stock.

(2)  Estimated solely for the purpose of determining the registration fee 
pursuant to Rule 457(h).  The proposed maximum offering price per share is 
based upon the average of the high and low prices for the stock on the 
New York Stock Exchange on June 27, 1995.
PART I.          INFORMATION REQUIRED IN THE SECTION 10(a)
                 PROSPECTUS

                 The information required by Part I is included in
documents that will be sent or given to participants in the Alexander &
Alexander Services Inc. Employee Discount Stock Purchase Plan, (the
"Purchase Plan") pursuant to Rule 428(b)(1).  Such documents are not
being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.

PART II.         INFORMATION REQUIRED IN THE REGISTRATION
                 STATEMENT

         Item 3. Incorporation of Documents by Reference.

                 Incorporated by reference in this Registration Statement
are the following documents heretofore filed by Alexander & Alexander
Services Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as
amended (the "Securities Act") and the Securities Exchange Act of 1934,
as amended (the "Exchange Act"):

                 (a)      The Company's latest annual report filed
                          pursuant to Sections 13(a) or 15(d) of the
                          Exchange Act;

                 (b)      All other reports filed pursuant to Section 13 or
                          15(d) of the Securities Exchange Act of 1934
                          since the end of the last fiscal year for which
                          financial statements were included in the report
                          referred to in (a) above; and

                 (c)      The description of the Company's Common
                          Stock, $1.00 par value and the description of the
                          Rights to Purchase Series A Junior Participating
                          Preferred Stock, $1.00 par value, each contained
                          in a registration statement filed under the
                          Exchange Act, and any amendment or report
                          filed for the purpose of updating such
                          description.

                 All documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities 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 documents.

         Item 4. Description of Securities.

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

                 Albert A. Skwiertz, Jr., Esq., whose opinion with respect
to the validity of the securities being registered is an exhibit to this
Registration Statement, is Vice President and General Counsel of the
Company.  Mr. Skwiertz is eligible to be a participant in the Purchase
Plan.  Mr. Skwiertz owns no shares directly or indirectly of the Company's
Common Stock and holds options for 28,500 shares of Common Stock.  In
addition, 1,342 shares of Common Stock are attributed to Mr. Skwiertz's
account under the Thrift Plan.

         Item 6. Indemnification of Directors and Officers.

                 Section 2-418 of the Maryland General Corporation Law
establishes provisions whereby a Maryland corporation may indemnify any
director or officer made party to an action or proceeding by reason of
service in that capacity, against judgments, penalties, fines, settlements and
reasonable expenses incurred in connection with such action or proceeding
unless it is proved that the director or officer (i) acted in bad faith or with
active and deliberate dishonesty; (ii) actually received an improper personal
benefit in money, property or services; or (iii) in the case of a criminal
proceeding had reasonable cause to believe that his act was unlawful. 
However, if the proceeding is a derivative suit in favor of the corporation,
indemnification may not be made if the individual is adjudged to be liable
to the corporation.  In no case may indemnification be made until a
determination has been reached that the director or officer has met the
applicable standard of conduct.  Indemnification for reasonable expenses is
mandatory if the director or officer has been successful on the merits or
otherwise in the defense of any action or proceeding covered by the
indemnification statute.  The statute also provides for indemnification of
directors and officers by court order.  The indemnification provided or
authorized in the indemnification statute does not preclude a corporation
from extending other rights (indemnification or otherwise) to directors and
officers.

                 The Company's Bylaws provide for indemnification of
any person who is serving or has served as a director or officer of the
Company, against all liabilities and expenses incurred in connection with
any action, suit or proceeding arising out of such service to the full extent
permitted under Maryland law.

                 The Company currently maintains policies of insurance
under which the Company and the directors and officers of the Company
are insured, within the limits of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which directors and officers of the Company are parties by
reason of being or having been such directors or officers.

         Item 7. Exemption from Registration Claimed.

                 Not Applicable.
Item 8. Exhibits.

                 Exhibit
                 Number           Exhibit Title

                 4.1              Amended and Restated Articles of
                                  Incorporation of the Company
                                  (incorporated herein by reference to the
                                  Company's Annual Report on Form 10-
                                  K for the year ended December 31,
                                  1991).

                 4.2              Articles of Amendment, dated July 15,
                                  1994, to the Articles of Incorporation
                                  of the Company (incorporated herein
                                  by reference to the Company's Report
                                  on Form 10-Q for the quarter ended
                                  June 30, 1994).

                 4.3              Articles Supplementary of the
                                  Company, dated March 18, 1993
                                  relating to the $3.625 Series A
                                  Convertible Preferred Stock
                                  (incorporated herein by reference to the
                                  Company's Annual Report on Form 10-
                                  K for the year ended December 31,
                                  1992).

                 4.4              Articles Supplementary of the
                                  Company, dated July 15, 1994 relating
                                  to the 8% Series B Cumulative
                                  Convertible Preferred Stock
                                  (incorporated herein by reference to the
                                  Company's Report on Form 10-Q for
                                  the quarter ended June 30, 1994).

                 4.5              Articles Supplementary of the
                                  Company, dated July 15, 1994 relating
                                  to the Series A Junior Participating
                                  Preferred Stock (incorporated herein by
                                  reference to the Company's Report on
                                  Form 10-Q for the quarter ended June
                                  30, 1994).

                 4.6              Amended and Restated Bylaws of the
                                  Company, dated as of January 14, 1994
                                  (incorporated herein by reference to the
                                  Company's Annual Report on Form
                                  10-K for the year ended December 31,
                                  1993).

                 4.7              Amendment No. 1 to By-Laws of the
                                  Company, dated March 21, 1995
                                  (incorporated herein by reference to the
                                  Company's Annual Report on
                                  Form 10-K for the year ended
                                  December 31, 1994).
4.8              Rights Agreement dated as of June 11,
                                  1987, amended and restated as of
                                  March 27, 1990, between the Company
                                  and First Chicago Trust Company of
                                  New York, formerly Morgan
                                  Shareholder Services Trust Company,
                                  as Rights Agent (incorporated herein by
                                  reference to the Company's
                                  Registration Statement on Form 8 filed
                                  with the Commission on June 19, 1987,
                                  as amended by Amendment No. 1 on
                                  Form 8 filed on March 28, 1990. 
                                  Amendment No. 2 on Form 8-A filed
                                  on April 23, 1992, Amendment No. 3
                                  on Form 8-A/A filed on December 1,
                                  1993 and Amendment No. 4 on Form
                                  8-A/A filed on July 15, 1994).

                 4.9              Form of Trust Agreement dated as of
                                  June 11, 1987, amended and restated as
                                  of March 28, 1990, between the
                                  Company and Montreal Trust Company
                                  of Canada, as successor to The Canada
                                  Trust Company (incorporated herein by
                                  reference to Registration Statement on
                                  Form 8-A filed with the Commission
                                  on June 19, 1987 as amended by
                                  Amendment No. 1 on Form 8 filed on
                                  March 28, 1990).

                 4.10             Alexander & Alexander Services Inc.
                                  Employee Discount Stock Purchase
                                  Plan, effective as of May 18, 1995.

                 5.1              Opinion of Albert A. Skwiertz, Jr.,
                                  Esq., Vice President and General
                                  Counsel of the Company, as to the
                                  legality of the securities registered
                                  hereunder.

                 23.1             Independent Auditors' Consent.

                 23.2             Consent of Albert A. Skwiertz, Jr.,
                                  Esq., Vice President and General
                                  Counsel of the Company (incorporated
                                  by reference to Exhibit 5.1).

                 24.1             Power of Attorney is included in the
                                  Signature Page contained in Part II of
                                  this Registration Statement.

         Item 9. Undertakings.

                 (a)      The undersigned registrant hereby undertakes:

                          (1)     That, for the purpose of determining any
liability under the Securities Act of 1933, each 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.

                          (2)     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.

                 (b)      The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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.

                 (c)      Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.
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 New York, State of New York,
on the 30th day of June, 1995.

                                           ALEXANDER &
                                           ALEXANDER SERVICES
                                           INC.

                                           By:  /s/ Frank G. Zarb       
                                                 Frank G. Zarb, Chairman
                                                   of the Board, Chief
                                                   Executive Officer,
                                                   President and         
                                                   Director

                            POWER OF ATTORNEY

                 KNOW ALL MEN BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Frank G.
Zarb and Albert A. Skwiertz, Jr., and each of them, 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 amendments (including pre-effective and
post-effective amendments) to this registration statement, 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 acting singly, full power
and authority to do and perform each and every act and thing necessary and
requisite to be done, as fully and 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 may lawfully do or cause to be
done by virtue hereof.
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.

Signature                     Title                      Date

/s/ Frank G. Zarb           Chairman of the Board,         June 30, 1995      
Frank G. Zarb               Chief Executive Officer,
                            President and Director
                            (Principal Executive Officer)

/s/ Edward F. Kosnik        Director, Executive Vice       June 30, 1995        
Edward F. Kosnik            President and Chief Financial
                            Officer (Principal Financial
                            Officer)

/s/ Richard P. Sneeder, Jr. Controller (Principal          June 30, 1995      
Richard P. Sneeder, Jr.     Accounting Officer)

[SIGNATURES CONTINUED]
[SIGNATURES CONTINUED]

/s/ Robert E. Boni           Director                       June 30, 1995     
Robert E. Boni

/s/ W. Peter Cooke           Director                       June 30, 1995    
W. Peter Cooke

                             Director                       
E. Gerald Corrigan

/s/ Joseph L. Dionne         Director                       June 30, 1995     
Joseph L. Dionne

/s/ Gerald R. Ford           Director                       June 30, 1995     
Gerald R. Ford

                             Director                                        
Peter C. Godsoe

/s/ Angus M.M. Grossart       Director                       June 30, 1995  
Angus M.M. Grossart

/s/ Maurice H. Hartigan II    Director                       June 30, 1995    
Maurice H. Hartigan II

/s/ James Bickford Hurlock    Director                       June 30, 1995    
James Bickford Hurlock

/s/ Ronald A. Iles            Director                       June 30, 1995 
Ronald A. Iles

                              Director                                     
Vincent R. McLean

/s/ James D. Robinson III     Director                       June 30, 1995    
James D. Robinson III
EXHIBIT INDEX

                                                              Page Number in
Regulation S-K                                                Sequentially
                                                              Numbered
Exhibit Number       Description of Document                  Copy     
        

Exhibit 4.10          Alexander & Alexander Services Inc.
                      Employee Discount Stock Purchase Plan,
                      effective as of May 18, 1995

Exhibit 5.1           Opinion of Albert A. Skwiertz, Jr., Esq.,
                      Vice President and General Counsel of the
                      Company, as to the legality of the securities
                      to be registered

Exhibit 23.1          Independent Auditors' Consent

Exhibit 23.2          Consent of Albert A. Skwiertz, Jr., Esq.
                      (included in Exhibit 5.1)

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