<PAGE>
                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549

                           FORM 10-Q

     (X)  Quarterly report under section 13 or 15(d) of the
     Securities Exchange Act of 1934.   For the quarter ended
     March 31, 1999.

                               or

     (  ) Transition report pursuant to section 13 or 15(d) of
     the Securities Exchange Act of     1934.  For the transition
     period from            to           .

                Commission File Number:  1-11920


                      MMI Companies, Inc.
     (Exact name of registrant as specified in its charter)

           Delaware                         36-3263253
(State or other jurisdiction of           (IRS Employer
incorporation or organization)          Identification No.)

      540 Lake Cook Road, Deerfield, Illinois  60015-5290
            (Address of principal executive offices)

                         (847) 940-7550
      (Registrant's telephone number, including area code)

                       Not applicable
     (Former name, former address and former fiscal year,
                 if changed since last report)

Indicate by a check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing 
requirements for the past 90 days.    Yes   X    No

There were 19,140,098 shares outstanding of the registrant's
common stock, $0.10 par value, as of May 3, 1999.

                          Page 1 of 13
</PAGE>

<PAGE>
              MMI Companies, Inc. and Subsidiaries

                             Index
<TABLE>
<CAPTION>                                                     
                                                          Page No.
<S>                                                       <C>
Part I.  Financial Information                          

          Item 1. Financial Statements                  

               Consolidated Balance Sheets                 3

               Consolidated Statements of Income           4

               Consolidated Statements of                  5
               Stockholders' Equity

               Consolidated Statements of                  6
               Cash Flows

               Notes to Consolidated                      7-8
               Financial Statements

          Item 2.  Management's Discussion                8-11
                   and Analysis of
                   Financial Condition and
                   Results of Operations

Part II.  Other Information                             

          Item 4.  Submission of Matters to               12
                   a Vote of Security Holders             
          Item 6.  Exhibits and Reports on
                   Form 8-K                               12

          Signatures                                      13

EXHIBITS:                                               

       10.1.  Eighth Amendment to Lease for             
              Corporate 500 Centre
       10.2   MMI Companies, Inc. 1999 Stock             
              Option Plan
       27.    Financial Data Schedule.                    
</TABLE>

</PAGE>
<PAGE>
                MMI Companies, Inc. and Subsidiaries
                     Consolidated Balance Sheets
                (In thousands, except per share data)
<TABLE>
<CAPTION>                                                         
                                              March 31,     December 31,
                                                1999           1998            
                                             (Unaudited)
<S>                                          <C>            <C>
ASSETS                                                              
   INVESTMENTS                                                      
       Short-term investments...........  $   55,328     $   50,819
       Fixed maturities.................   1,126,972      1,150,622
       Preferred stocks.................      53,208         57,981
                                           1,235,508      1,259,422
   OTHER ASSETS                                                     
       Cash.............................      14,361         13,323
       Premium and fees receivable......     237,987        161,000
       Reinsurance receivables..........     343,309        336,518
       Prepaid reinsurance premiums.....      42,097         21,232
       Accrued investment income........      16,842         17,375
       Cost in excess of net assets of                              
        purchased subsidiaries,
        less accumulated amortization...      44,905         43,018
       Furniture and equipment - at cost,                           
        less accumulated depreciation...      11,194         14,702
       Deferred income taxes............      50,768         44,093
       Other............................      62,445         48,726
                                          $2,059,416     $1,959,409

LIABILITIES AND STOCKHOLDERS' EQUITY                                
   LIABILITIES                                                      
     Policy liabilities:                                          
       Loss and loss adjustment expense                          
        reserves:
        Medical malpractice liability...  $  672,651     $  672,647
        International...................     466,693        484,170
        Other...........................      24,641         19,256
                                           1,163,985      1,176,073
        Unearned premium reserves.......     225,384        141,939
        Future life policy benefits.....       8,418          8,326
                                           1,397,787      1,326,338
       Accrued expenses and other                                   
        liabilities.....................      59,535         50,136
       Amounts due to reinsurers........      79,092         51,190
       Company-obligated, mandatorily                               
        redeemable preferred capital                                        
        securities of subsidiary trust                             
        holding solely junior subordinated
        debentures of the Company......      118,869        118,817
                                           1,655,283      1,546,481

   STOCKHOLDERS' EQUITY                                             
      Common Stock, par value $.10 per                              
       share:
       Authorized shares:  - 30,000                              
       Issued and outstanding shares:                            
       1999 - 19,028; 1998 - 19,059......      1,903          1,906
      Additional paid-in capital.........    220,318        221,649
      Retained earnings..................    160,735        160,226
      Accumulated other comprehensive                               
       income, net of taxes:
       1999 - $11,108; 1998 - $15,091....     21,177         29,147
                                             404,133        412,928
                                          $2,059,416     $1,959,409
                                                        
           See notes to consolidated financial statements.
</TABLE>
</PGAE>
                                  
<PAGE>
              MMI Companies, Inc. and Subsidiaries
                Consolidated Statements of Income
              (In thousands, except per share data)
                            Unaudited
<TABLE>
<CAPTION>
                                     Three Months   
                                    Ended March 31,                    
                                    1999       1998
                                             
   <S>                              <C>        <C>   
   REVENUES                                             
   Insurance premiums earned:                          
    Medical malpractice  
     liability...................   $ 39,261   $ 69,261 
    International................     38,148     30,142  
    Life and health..............      3,849      3,143
                                      81,258    102,546
   Consulting and fee income.....     15,053     11,000
   Net investment income.........     18,460     18,772
   Net realized gains on                               
   investments...................        189        829
      TOTAL REVENUES.............    114,960    133,147
                                                       
   LOSSES AND EXPENSES                                
   Losses and loss adjustment                         
   expenses:
    Medical malpractice                              
     liability...................     34,108     62,052
    International................     24,054     18,561
    Life and health..............      3,657      2,488
                                      61,819     83,101
   Insurance and administrative                        
    expenses.....................     44,206     36,148
   Interest expense..............      2,536      2,435   
      TOTAL LOSSES AND EXPENSES..    108,561    121,684
                                                       
   INCOME BEFORE INCOME TAXES                      
   AND DISCONTINUED OPERATIONS...      6,399     11,463
   Income taxes..................        533      2,045
   INCOME FROM CONTINUING                     
   OPERATIONS....................      5,866      9,418
   Discontinued operations:                            
    Loss from operations, net of
     tax: 1999-$372; 1998-$390           691        723
    Loss on sale, net of tax of         
     $1,590                             2,952        --
     NET INCOME......................$  2,223  $  8,695
                                                     
   Earnings per common and common                     
   equivalent share:
     Basic                                          
      Income from continuing        
       operations....................$   .31   $   .50
      Loss from discontinued                       
       operations....................   (.19)     (.04)
      Net income.....................$   .12   $   .46
                                                      
       Diluted                                         
        Income from continuing  
         operations..................$   .31   $   .49
        Loss from discontinued                        
         operations..................   (.19)     (.04)
       Net income....................$   .12   $   .45
                                                       
   Weighted average number of common                   
   and common equivalent shares:
   Basic............................    19,006   18,858
   Diluted..........................    19,270   19,431
</TABLE>
</PAGE>

         See notes to consolidated financial statements.

<PAGE>
                      MMI Companies, Inc. and Subsidiaries
                 Consolidated Statements of Stockholders' Equity
                      (In thousands, except per share data)
<TABLE>
<CAPTION>                                                   
                                                        Accumulated
                                                           Other
                                                       Comprehensive
                     Common Stock   Additional            Income,     Total
                    Number     Par    Paid-In   Retained    Net    Stockholders'
                  of Shares   Value   Capital   Earnings  of Taxes    Equity
<S>                  <C>      <C>     <C>       <C>       <C>       <C>
                                                                       
Balance at 
December 31, 1997    18,857   $1,886  $217,855  $154,929  $24,332   $399,002
                                                                      
Year ended 
December 31, 1998:
Net income                                        11,364              11,364
Change in unrealized                                                   
gains (losses) on                                                      
investments, net                                      
of taxes of $2,279 and                                         
reclassification
adjustment                                                  4,815     4,815
Comprehensive
income                                                               16,179   
Issuance of Common                                                  
Stock in connection                                        
with acquisition of 
subsidiary               66          6      1,394                     1,400
Issuance of Common                                                  
Stock in connection                                                    
with employee benefit   
plans and exercise 
of employee stock
options                  146         15     2,553                     2,568
Common Stock    
repurchased              (10)        (1)     (153)                     (154)
Common cash                                                         
dividends ($.32 per 
share)                                               (6,067)         (6,067)
Balance at                                           
December 31, 1998     19,059      1,906   221,649   160,226  29,147  412,928
                                                                             
Three months ended                                                     
March 31, 1999
(unaudited): 
Net income                                            2,223           2,223
Change in unrealized                                                   
gains (losses) on                                                      
investments, net 
of taxes of ($3,983)
and reclassification
adjustment                                                    (7,970) (7,970)
Comprehensive loss                                                    (5,747)
Issuance of Common                                                  
Stock in connection                                                    
with employee                                                    
benefit plans and       
exercise of employee
stock options           104         10       768                         778
Common Stock  
repurchased            (135)       (13)   (2,099)                     (2,112)
Common cash                                                         
dividends ($.09 per              
share)                                              (1,714)           (1,714)
Balance at March 31,            
1999 (unaudited)     19,028    $ 1,903  $ 220,318  $160,735  $21,177 $404,133
                  See notes to consolidated financial statements.        
</TABLE>
</PAGE>

<PAGE>
                MMI Companies, Inc. and Subsidiaries
                Consolidated Statements of Cash Flows
                           (In thousands)
                              Unaudited
               
<TABLE>
<CAPTION>                                       Three Months
                                               Ended March 31,
                                                1999      1998
<S>                                                       
                                                <C>       <C>
OPERATING ACTIVITIES                                      
   Net income...........................        $  2,223  $  8,695
   Adjustments to reconcile net income to net                    
    cash used by operating activities:
     Increase in policy liabilities.....          71,449    98,899
     Change in reinsurance balances.....             246    (5,408)
     Increase in premiums and fees                          
      receivable........................         (74,589)  (98,382)
     Increase in deferred income                            
      taxes.............................          (2,693)     (758)
     Increase in accrued investment                         
      income and other assets...........         (10,538)  (18,903)
     Decrease in accrued expenses and                       
      other liabilities.................            (466)   (3,741)
     Net realized gains on investments..            (189)     (829)
     Depreciation and amortization on                       
      investments and goodwill..........           2,568     1,733
     Loss on sale of discontinued                           
      operations........................           4,841        --
       Net cash used by operating          
        activities......................          (7,148)  (18,694)

INVESTING ACTIVITIES                                              
   Net purchase of short-term 
    investments.........................         (1,996)     (454)
   Purchase of available-for-sale                         
    investments.........................       (106,627) (147,444)
   Sale of available-for-sale                             
    investments.........................        101,541   154,074
   Maturities of available-for-sale                       
    investments.........................         22,016    13,196
   Acquisition of subsidiary............         (6,874)       --
   Disposition of subsidiary............          4,000        --
   Furniture and equipment additions....           (826)   (1,559)
     Net cash provided by investing                      
      activities........................         11,234    17,813
                                                                  
FINANCING ACTIVITIES                                              
   Issuance of Common Stock.............            778       550
   Repurchase of Common Stock...........         (2,112)       -- 
   Dividends............................         (1,714)   (1,523)
    Net cash used by financing                          
     activities.........................         (3,048)     (973)
                                                                 
   Increase (decrease) in cash..........          1,038    (1,854)
 Cash at beginning of period............         13,323     6,698
   Cash at end of period................      $  14,361  $  4,844 
                                                          
</TABLE>
           See notes to consolidated financial statements.
</PAGE>
           
                                  
<PAGE>
                MMI Companies, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements
                            March 31, 1999

1.   Basis of Presentation

     The  accompanying unaudited consolidated financial  statements
  have   been  prepared  in  accordance  with  generally   accepted
  accounting   principles   for  interim   financial   information.
  Accordingly,  they  do  not include all of  the  information  and
  footnotes  required  by generally accepted accounting  principles
  for   complete   financial  statements.   In   the   opinion   of
  management,  all  adjustments  (consisting  of  normal  recurring
  accruals) considered necessary for a fair presentation have  been
  included.   Operating results for the three  month  period  ended
  March  31,  1999  are not necessarily indicative of  the  results
  that  may be expected for the year ending December 31, 1999.  For
  further   information,   refer  to  the  consolidated   financial
  statements  and  notes  thereto included in  the  Company's  1998
  Annual Report.
     
2.   Discontinued Operations

     Effective March 31, 1999, MMI sold the net assets of Healthcare
  Credentials Management Services, its credentials verification
  organization subsidiary.  MMI received $4,000,000 in cash
  proceeds.  There was a loss on this transaction of $3,643,000, net
  of taxes of $1,962,000.  Revenues for the three months ended March
  31, 1999 and 1998 were $889,000 and $1,312,000, respectively.

     MMI will continue to service credentialing clients during a
  transition period.  MMI will incur expenses and receive a service
  fee from the purchaser during this period of time.  These amounts
  have been estimated and are included in the loss calculation.

3.  Acquisition of Applied Risk Management, Inc.

     In February 1999, MMI acquired Applied Risk Management (ARM),
  Inc., a privately held third party administrator and consulting
  firm that specializes in workers' compensation.  Subsequent to the
  acquisition, ARM was integrated into Professional Risk Management
  (PRM), Inc., an MMI subsidiary that provides third party
  administration and consulting related to professional and general
  liability risks and claims primarily for self-insured
  organizations. The purchase price for ARM, including expenses, was
  $7,724,000 in cash.

4.   Earnings Per Share

     The following table sets forth the computation of net earnings
  per common share and net earnings per common and common equivalent
  share (in thousands, except per share data):
  <TABLE>
  <CAPTION>
                                   Three Months
                                  Ended March 31,
                                  1999      1998          
        <S>                       <C>       <C>
                                      
        Net earnings              $ 2,223   $ 8,695
                                                        
        Weighted average number                 
        of common shares 
        outstanding                19,006    18,858
                                                
        Dilutive effect of                      
        stock options using the 
        treasury stock 
        method                        264       573
                                                
        Weighted average number                 
        of common and common                    
        equivalent shares         
        outstanding                19,270    19,431
                                                        
        Net earnings per common 
        share                     $   .12   $   .46
                                               
        Net earnings per common                 
        and common equivalent 
        share                     $   .12   $   .45

  </TABLE>
5.   Effect of New Pronouncements

      As  of  January  1,  1999,  the Company  adopted  Statement  of
   Position  98-1 (SOP 98-1), "Accounting for the Costs  of  Computer
   Software  Developed  or  Obtained  for  Internal  Use."  SOP  98-1
   requires  specific accounting treatment for internal use software.
   The  adoption  of   SOP  98-1 did not have a  material  effect  on
   consolidated operating results or financial position.

      In  December  1997, the AcSEC issued SOP 97-3,  "Accounting  by
   Insurance   and   Other   Enterprises   for   Insurance    Related
   Assessments."  SOP  97-3 provides guidance on  when  an  insurance
   enterprise  should  recognize a liability  for  guaranty  fund  or
   other  assessments and how to measure the liability. SOP 97-3  was
   effective January 1, 1999. The adoption of SOP 97-3 did  not  have
   a  significant impact on MMI's consolidated operating  results  or
   financial position.

6.   Industry Segments

      In  1998, MMI adopted SFAS 131, "Disclosures about Segments  of
   an  Enterprise  and Related Information."  Presentation  of  MMI's
   operations   has  been  classified  and  summarized   into   three
   reportable    segments:     domestic   insurance,    international
   insurance, and consulting  and fees.   Reportable   segments   are
   classified  by  the product lines of insurance and consulting  and
   fees with insurance segments classified along geographic lines  of
   domestic  and  international. Segment revenues and segment  income
   (loss)   exclude  realized  gains  on  investments.   Intersegment
   revenues  are  not  material.  There are not individual  customers
   that  account  for  ten  percent or more  of  MMI's  revenues  (in
   thousands).
<TABLE>
<CAPTION>
                              Domestic   International  Consulting
                              Insurance    Insurance     And Fees   Total
   <S>                             <C>        <C>        <C>       <C>
   Three months ended March 31,                             
   1999:
   Revenues from external          
   customers.....................  $43,110    $38,148    $15,053   $96,311
   Net investment income.........   12,246      6,214         --    18,460
   Total segment revenues........   55,356     44,362     15,053   114,771
   Net realized gains on                                    
   investments...................                                      189
   Total revenues................                                  114,960
                                                        
   Segment income (loss).........   2,682       4,056      (528)     6,210
   Net realized gains on                                    
   investments...................                                      189
   Income from continuing opera-                                   
   tions before income taxes.....                                $   6,399
                                                            
   Three months ended March 31,                             
   1998:
   Revenues from external 
   customers.....................  $72,404    $30,142    $11,000  $113,546
   Net investment income.........   11,545      7,227         --    18,772
   Total segment revenues........   83,949     37,369     11,000   132,318
   Net realized gains on                                    
   investments...................                                      829
   Total revenues................                                  133,147
                                                            
   Segment income (loss).........    4,448      6,424       (238)   10,634
   Net realized gains on                                    
   investments...................                                      829
   Income from continuing opera-                                 
   tions before income taxes.....                                $  11,463
                                                             
</TABLE>
Item 2. Management's  Discussion  and  Analysis  of  Financial
        Condition and Results of Operations

Results of Operations

   Three Months Ended March 31, 1999 compared to Three Months Ended
   March 31, 1998.
</PAGE>
<PAGE>
    Revenues.  Gross  premiums  written  decreased  by   11.8%   to
$185,585,000  for  the  three months  ended  March  31,  1999  from
$210,448,000 for the 1998 period. Net premiums written decreased by
16.2%  to  $143,971,000 from $171,865,000, and net premiums  earned
decreased by 20.8% to $81,258,000 from $102,546,000.

   Medical  malpractice  premiums  earned  decreased  by  43.3%  to
$39,261,000  for  the  three  months ended  March  31,  1999   from
$69,261,000  for  the 1998 period.  International  premiums  earned
increased 26.6% to $38,148,000 from $30,142,000 and life and health
premiums  earned increased by 22.5%, to $3,849,000  for  the  three
months  ended  March 31, 1999 from $3,143,000 for the 1998  period.
The  Company's  written and earned premiums can vary  significantly
from quarter to quarter due to one-time premiums, such as for prior
acts  coverage  for new insureds.  During the first quarter,  1999,
the Company's medical malpractice premiums earned included $906,000
in  such  one time premiums, a decrease of $29,613,000 in  one-time
premiums from the first quarter 1998 total of $30,519,000.   Before
one-time  premiums, medical malpractice premiums  earned  decreased
1.0%  to  $38,355,000  at  March 31, 1999  compared  to  the  first
quarter,  1998  and  total net earned premiums increased  11.6%  to
$80,352,000  for  the  three  months  ended  March  31,  1999  from
$72,027,000 for the 1998 period.

   Consulting and fee income increased by 36.8% to $15,053,000  for
the three months ended March 31, 1999 from $11,000,000 for the 1998
period.   Included  in  the 1999 period are PRM  revenues  totaling
$5,000,000  from the date of acquisition of ARM's assets,  February
1, 1999.

  Net  investment income decreased by 1.7% to $18,460,000  for  the
three  months  ended March 31, 1999 from $18,772,000 for  the  1998
period.  For  the three month period, the Company had net  realized
gains  on  investments of $189,000 in 1999 compared to $829,000  in
1998.

  Losses   and  expenses.   Losses  and  loss  adjustment  expenses
("LAE")  decreased  by 25.6% to $61,819,000 for  the  three  months
ended March 31, 1999 from $83,101,000 for the 1998 period.  Medical
malpractice  liability  losses  and  LAE  decreased  by  45.0%   to
$34,108,000  for  the  three  months  ended  March  31,  1999  from
$62,052,000  for  the 1998 period due to the decrease  in  one-time
premiums in the first quarter, 1999.  International losses and  LAE
increased 29.6% to $24,054,000 from $18,561,000 in the 1998  period
and other losses and LAE increased to $3,657,000 from $2,488,000 in
the  first quarter 1998.  The consolidated loss ratio decreased  to
76.1% from 81.0% for the respective three month periods due to  the
decrease  in one-time premiums which are recorded at a higher  loss
ratio than the company's core business.
  
  Insurance  and  administrative expenses  increased  by  22.3%  to
$44,206,000  for  the  three  months  ended  March  31,  1998  from
$36,148,000  for  the 1998 period. The increase  in  administrative
expense  is primarily due to expenses associated with the inclusion
of ARM since its date of acquisition in 1999 as well as an increase
in  brokerage  expense related to the growth in  international  net
earned premiums.
  
   Interest  expense increased by 4.1% to $2,536,000 for the  three
months  ended March 31, 1999 from $2,435,000  for the 1998  period.
Debt outstanding totaled $118,869,000 at March 31, 1999 compared to
$118,790,000 at March 31, 1998.

  Income  taxes.  Income taxes were $533,000 for the  three  months
ended  March  31, 1999 compared to $2,045,000  for the 1998  period
due to lower pre-tax income in the current period.

   Income  from  continuing  operations.   Income  from  continuing
operations  decreased by  37.7% to $5,866,000 for the three  months
ended March 31, 1999 from $9,418,000 for the 1998 period due  to  a
increase  in  policy  acquisition and distribution  costs  for  the
domestic  and international insurance segments and a small increase
in the loss from the consulting and fee segment.

   Discontinued operations.  Loss from discontinued operations, net
of  tax  decreased by  4.4% to $691,000 for the three months  ended
March  31,  1999  from  $723,000 for  the  1998  period.   Loss  on
disposal,  net  of  tax was $2,952,000 for the three  months  ended
March 31, 1999.

   Net  income.   Net income  was $2,223,000 for the  three  months
ended March 31, 1999 compared to $8,695,000 in the 1998 period.
</PAGE>

<PAGE>
   Net  income per share.  Diluted net income per common and common
equivalent share was $.12 for the three months ended March 31, 1999
compared  to  $.45 for the 1998 period.  Included in these  amounts
are $.01 in 1999 and $.03 in 1998 related to after-tax net realized
gains  on investments as well as a loss of $.19 per share  in  1999
and $.04 per share in 1998 from discontinued operations.

Liquidity And Capital Resources

  As  a holding company, the Company's assets consist primarily  of
the  stock of its subsidiaries.  The principal sources of funds are
management  fees and dividends from subsidiaries.  In each  of  the
three  month periods ended March 31, 1999 and March 31,  1998,  the
Company  received  dividends of $1,500,000 from  its  subsidiaries.
The  Company  received  management fees from  its  subsidiaries  of
$6,200,000  for the three months ended March 31, 1999, compared  to
$6,988,000 in 1998.

  On  a  consolidated  basis, the Company's  principal  sources  of
operating  funds  are  premiums, net investment  income,  fees  and
recoveries  from  reinsurers.   Funds  are  used  to  pay   claims,
operating  expenses,  reinsurance  premiums,  acquisition   related
expenses,  debt  service  requirements,  taxes  and  dividends   to
stockholders.

  Cash  used  by operating activities was $7,148,000 for the  three
months  ended March 31, 1999 compared to $18,694,000 for the  three
months ended March 31, 1998. Because of variability related to  the
timing  of  payment of claims, cash from operations for a  casualty
insurance company can vary substantially from quarter to quarter.

  Cash  provided  by investing activities was $11,234,000  for  the
three  months ended March 31, 1999 compared to $17,813,000 for  the
three  months ended March 31, 1998.  The decrease in cash  provided
by  investing  activities  was primarily  due  to  lower  sales  of
investments  in the first quarter 1999 compared to the same  period
in 1998.

    Cash  used by financing activities was $3,048,000 for the three
months  ended  March 31, 1999 compared to $973,000  for  the  three
months ended March 31, 1998.

   The  Company invests in investment grade fixed income securities
and preferred stocks.  The estimated fair value of preferred stocks
was  4.3%  of fair value of total invested assets as of  March  31,
1999.   The  estimated  fair  value  of  the  Company's  investment
portfolio  was  $1,235,508,000 as of March  31,  1999  compared  to
$1,259,422,000 as of December 31, 1998.  The March 31, 1999  amount
includes  net unrealized gains of $32,285,000, which represent  the
amount  by  which  the  estimated  fair  value  of  the  investment
portfolio  exceeds  amortized cost.  Net  unrealized  gains  as  of
December  31,  1998  were  $44,238,000.  The  Company  maintains  a
portion  of  its  investment portfolio in high quality,  short-term
securities to meet its short-term operating liquidity requirements,
including   the   payment  of  claims  and  expenses.    Short-term
investments totaled $55,328,000 or 4.5% of invested assets at March
31, 1999.  The Company believes that all of its invested assets are
readily marketable.

    Long-term   debt  consisting  of  Capital  Securities   totaled
$118,869,000  at  March  31,  1999.  This  amount  relates  to  the
Company's issuance of $125,000,000 of 30-year, non-callable Capital
Securities in December, 1997.

  Stockholders'  equity  was $404,133,000  as  of  March  31,  1999
compared  to  $412,928,000 as of December 31,  1998.  Dividends  to
stockholders were $1,714,000 for the three months ended  March  31,
1999.  During the quarter the unrealized gain, net of taxes on  the
Company's  investment  portfolio declined by  $7,970,000  and  also
during  the quarter the Company repurchased 135,000 shares  of  its
common stock for $2,112,000.

Year 2000

  The Company has implemented an enterprise-wide plan to address Year
2000 ("Y2K") issues across all of its technology platforms as well as
to reasonably assure that its critical business partners are prepared
for business continuity.

   The  phases  of  the  Company's work  plan  are  assessment,  role
definitions,   inventory   and   analysis,   coding,   testing    and
implementation/confirmation. The majority of system modifications and
conversions have been completed.  The Company is working closely with
its business partners and suppliers to ensure alignment in addressing
the Y2K issue.
</PAGE>

<PAGE>
   MMI has completed the modifications, testing and implementation of
its  main  insurance and financial systems, making these applications
Y2K   compliant.   Additionally,  system-wide  Y2K  simulations   are
scheduled  throughout  1999.   The cost  to  address  Y2K  issues  is
expected to be less than $600,000, and is being expensed as incurred.
Costs  associated with Year 2000  have totaled $547,000 through March
31, 1999.
    
     A.   State of Readiness:
          
          The  Company has thoroughly completed the assessment,  role
          definition   and  inventory  and  analysis   phases   which
          encompass  hardware, software (third party  and  internally
          developed), embedded technologies, and non-IT systems.
          
          The  majority  of identified critical internally  developed
          information  technologies (IT) have been  modified,  tested
          and  implemented.  The remaining systems are scheduled  for
          implementation during the first half of 1999.
          
          The Company is addressing Y2K compliance of third party  IT
          vendors through a combination of written correspondence and
          internal  testing. All identified critical third  party  IT
          vendors   have  been  contacted  and  asked   to   document
          compliance.   All  Y2K compliance by material  third  party
          vendors  has  been  either  internally  tested  by  MMI  or
          documented  by the third party.  MMI is currently  planning
          the implementation for any necessary modifications based on
          vendor comments.
          
          The  Company has contacted related non-IT parties to ensure
          Y2K  compliance.   The Company believes failure  of  non-IT
          systems  would not have a material effect on the  Company's
          operations.
     
     B.   Material Third Party Relationships:
     
          The  Company  relies  on  continued  normal  operations  of
          entities such as brokers, reinsurers, banks, money managers
          and  benefit  plan  administrators.   Diligent  action   is
          underway  to ensure alignment with these business partners,
          even though disruption relating to these institutions would
          not  have  a  material  effect on operations  or  financial
          performance.
          
     C.   Contingency Plans:
     
          MMI  plans  to  leverage existing disaster  recovery  plans
          relating to technology and business continuity.  Both  sets
          of  plans  will be reviewed in 1999 as to their application
          to the Y2K issue.  In addition, contingency plans are being
          developed   in   conjunction  with   the   scheduled   1999
          simulations of critical information technologies.
          
     D.   Other:
     
          MMI   has   conducted  a  comprehensive   review   of   its
          underwriting   guidelines  and  will,  where   appropriate,
          exclude  Y2K exposures. MMI believes, as a basic  principle
          of  insurance, that non-fortuitous losses are  not  covered
          under  its  policies  of  insurance even  without  specific
          exclusions.   With   respect  to  its  domestic   insurance
          operations, if underwriting reveals an acceptable risk,  an
          endorsement will be attached that affirmatively grants  Y2K
          coverage under the professional liability coverage part and
          excludes  Y2K  under the general liability  coverage  part.
          With  respect  to reinsurance contracts, it is  unusual  to
          apply  specific Y2K exclusions to these contracts and there
          may or may not be such exclusions in the original policies,
          depending  on  exposure, class of service or industry,  and
          original  coverage.  For these reasons, MMI  believes  that
          its  exposure  to  Y2K  claims is not  material.   However,
          because  of  lack of legal precedent, it is  impossible  to
          predict  what,  if  any, exposure insurance  companies  may
          ultimately  have  for Y2K claims whether coverage  for  the
          issue is specifically excluded or included.


</PAGE>
     <PAGE>
     E.   Forward-Looking Information:

          Certain  matters  referred to above regarding  Y2K  contain
          forward-looking   statements   that   involve   risks   and
          uncertainties.    In  particular,  the   general   business
          community's  readiness  for  the  Y2K  and  the   Company's
          potential underwriting exposure to Y2K claims are difficult
          to  predict.  To that extent, MMI claims the protection  of
          the  disclosure  liability safe harbor for  forward-looking
          statements  contained in the Private Securities  Litigation
          Reform Act of 1995.
</PAGE>
  <PAGE>
                   PART II.  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

     The Company held its annual stockholders meeting on April  22,
1999.   The  following directors were elected at the  meeting:   B.
Frederick  Becker, K. James Ehlen, M.D., Andrew D. Kennedy,  Edward
C.  Peddie and Joseph D. Sargent. The proposal to approve the  1999
Stock Option Plan was voted upon and approved at the meeting.   The
proposal  to amend the 1993 Employee Stock Plan was voted upon  and
approved  at  the meeting.   The Stockholders' Proposal  Concerning
the  Shareholder  Rights Plan was voted upon and  approved  at  the
meeting.  The proposal to ratify the appointment of Ernst  &  Young
LLP  as independent auditors was also voted upon and passed at  the
meeting.
  
     The  following table sets forth the number of votes cast  for,
against or withheld, and number of abstentions and broker non-votes
for each matter voted upon at the meeting (in thousands):
<TABLE>
<CAPTION>
                                           Against    Abstentions
   Matter                        For       or         and Broker
                                           Withheld   Non-Votes
   <S>                           <C>       <C>        <C>
   Election of Directors as a            
   slate.......................  15,749    126
                                                      
   Election of Directors:                             
   B. Frederick Becker.........  15,743    132        -
   James Ehlen, M.D............  15,176    699        -
   Andrew D. Kennedy...........  15,716    159        -
   Edward C. Peddie............  15,715    160        -
   Joseph D. Sargent...........  15,746    129        -
                                                      
   Approval of the 1999 Stock    
   Option Plan.................  9,693     4,436      1,746
                                                      
   Approval to Amend the 1993
   Stock Option Plan...........  12,900    2,959      16
                                                      
   Stockholder's Proposal                             
   Concerning the Shareholder    
   Rights Plan.................  10,332    3,709      1,834
                                                       
   Ratification of Ernst &       
   Young LLP.................    15,799    68         8
                                                      
</TABLE>

Item 6.  Exhibits and Reports on Form 8-K

  A.Exhibits

     10.1    Eighth Amendment to Lease for Corporate 500 Centre
     
     10.2    MMI Companies, Inc. 1999 Stock Option Plan

     27.     Financial Data Schedule.

  B.   Reports on Form 8-K.
  
    No reports on Form 8-K were filed during the quarter.


</PAGE>
<PAGE>

                            SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of
1934,  the  registrant has duly caused this report to be signed  on
its behalf by the undersigned thereunto duly authorized.


                                        MMI Companies,Inc.
                                           (Registrant)



Date: May 11, 1999
                                        /s/B. Frederick Becker
                                        B. Frederick Becker
                                        Chairman and Chief
                                        Executive Officer
Date: May 11, 1999
                                        
                                        /s/Paul M. Orzech
                                        Paul M. Orzech
                                        Executive Vice President and
                                        Chief Financial Officer


</PAGE>