<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, 1998.

                               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 18,879,997 shares outstanding of the registrant's
common stock, $0.10 par value, as of March 31, 1998.





                          Page 1 of 12


<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              4
Income

               Consolidated Statements of              5
                Stockholders' Equity

               Consolidated Statements of              6
                Cash Flows

               Notes to Consolidated                 7-8
                Financial Statements

          Item 2.  Management's Discussion          9-10
                    and Analysis of
                    Financial Condition and
                    Results of Operations


Part II.  Other Information                             

          Item 6.  Exhibits and Reports on            11
                    Form 8-K

Signatures                                            12

EXHIBITS:                                               

      11.  Statement Re Computation of  Per             
            Share Earnings.
      27.  Financial Data Schedule.                      

</TABLE>

<PAGE>
                MMI Companies, Inc. and Subsidiaries
                     Consolidated Balance Sheets
                (In thousands, except per share data)
<TABLE>
<CAPTION>
                                                            
                                              March 31,    December 31,
                                                1998          1997
                                            (Unaudited)
<S>                                                       
                                             <C>           <C>
ASSETS                                                              
   INVESTMENTS                                                      
       Short-term investments..........      $    52,486   $   52,219
       Fixed maturities................        1,117,896    1,135,702
       Preferred stocks................           42,038       42,879
                                                                    
                                               1,212,420    1,230,800
   OTHER ASSETS                                                     
       Cash.............................           4,844        6,698
       Premium and fees receivable......         264,288      165,906
       Reinsurance receivables..........         303,574      300,077
       Prepaid reinsurance premiums.....          40,216       21,514
       Accrued investment income........          17,761       17,045
       Cost in excess of net assets of                              
         purchased subsidiaries,
         less accumulated amortization..          36,590       37,257
       Furniture and equipment - at cost,                           
         less accumulated depreciation..          14,356       14,258
       Deferred income taxes............          43,570       42,979
       Other............................          65,720       47,533

                                              $2,003,339   $1,884,067

LIABILITIES AND STOCKHOLDERS' EQUITY                                
   LIABILITIES                                                      
       Policy liabilities:                                          
         Loss and loss adjustment expense reserves:
          Medical malpractice liability..        629,938      613,063
          International..................        492,086      500,032
          Other..........................         14,509       12,051
                                
                                               1,136,533    1,125,146
          Unearned premium reserves......        222,243      134,188
          Future life policy benefits....          8,226        8,723
                                                                    
                                               1,367,002    1,268,057
       Accrued expenses and other                                   
          liabilities....................         46,284       50,071
       Amounts due to reinsurers.........         65,004       48,213
       Company-obligated, mandatorily                               
          redeemable preferred capital                                        
          securities of subsidiary trust                             
          holding solely junior         
          subordinated debentures of the
          Company........................        118,790     118,724
                                                                    
                                               1,597,080   1,485,065
   STOCKHOLDERS' EQUITY                                             
      Common Stock, par value $.10 per share:
        Authorized shares: - 30,000
          Issued and outstanding shares:                            
          1998 - 18,880; 1997 - 18,857..          1,888        1,886
      Additional paid-in capital........        218,403      217,855
      Retained earnings.................        162,101      154,929
      Accumulated other comprehensive                               
        income, net of taxes:
        1998 - $12,979; 1997 - $12,812..         23,867       24,332
                                                               
                                                406,259      399,002
                                             $2,003,339   $1,884,067
                                                          
       </TABLE>See notes to consolidated financial statements.
<PAGE>
              MMI Companies, Inc. and Subsidiaries
                Consolidated Statements of Income
              (In thousands, except per share data)
                            Unaudited
<TABLE>
<CAPTION>
                                             Three Months
                                            Ended March 31,
                                            1998      1997
<S>                                         <C>       <C>
   REVENUES                                             
   Insurance premiums earned:                          
      Medical malpractice liability.....    $ 69,261  $ 40,975
      International.....................      30,142    29,147
      Life and health...................       3,143     1,301
                                                           
                                             102,546    71,423
   Consulting and fee income............      12,312    12,067
   Net investment income................      18,772    18,094
   Net realized gains on investments....         829       601
          TOTAL REVENUES................     134,459   102,185
                                                       
   LOSSES AND EXPENSES                                
   Losses and loss adjustment expenses:
      Medical malpractice liability.....      62,052    33,577
      International.....................      18,561    17,227  
      Life and health...................       2,488     1,206
                              
                                              83,101    52,010
   Insurance and administrative                        
     expenses...........................      38,573    35,340
   Interest expense.....................       2,435     1,450
          TOTAL LOSSES AND EXPENSES.....     124,109    88,800
                                                       
          INCOME BEFORE INCOME TAXES....      10,350    13,385
   Income taxes.........................       1,655     2,760
                         
          NET INCOME....................   $   8,695  $ 10,625
                                                      
   Earnings per common and common                     
     equivalent share:
     Basic............................     $     .46   $   .57
     Diluted..........................           .45       .55
</TABLE>
         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
                  Common Stock  Additional           Comprehensive    Total
                  Number  Par   Paid-In    Retained    Income,    Stockholders'
                of Shares Value Capital    Earnings  Net of Taxes    Equity
<S>              <C>      <C>   <C>        <C>       <C>          <C>
Balance at                       
December 31, 
1996........     18,681   $1,868 $215,091  $124,751  $13,456      $355,166 
                                                                       
Year ended                                                     
December 31, 1997:
Net income..                                 34,360                 34,360
Issuance of                                                   
Common Stock in 
connection                                           
with acquisition
of subsidiary..      85        9    1,942                            1,951
Issuance of Common                                                  
Stock in connection                                                    
with employee     
benefit plans and   
exercise of
employee stock
options..           212       21    3,650                            3,671
Common Stock
repurchased..      (121)     (12)  (2,828)                          (2,840)
Change in                                                           
accumulated other                                                      
comprehensive 
income, net of
taxes of $5,595..                                     10,876        10,876
Common cash                                                         
dividends 
($.22 per share..                            (4,182)                (4,182)
share)...
Balance at 
December 31,                                 
1997...........  18,857    1,886  217,855   154,929    24,332       399,002   
                                                                     
Three months ended                                                     
March 31, 1998
(unaudited):
Net income.....                               8,695                  8,695
Issuance of Common                                                  
Stock in connection                                                    
with employee                                                  
benefit plans and   
exercise
of employee
stock options....   23       2        548                              550
Change in                                                           
accumulated other                                                      
comprehensive 
income, net of
taxes of $167....                                       (465)         (465)
Common cash                                                         
dividends 
($.08 per share                                                     
share)...                                    (1,523)                (1,523)
Balance at 
March 31,          
1998              
(unaudited).....18,880  $1,888   $218,403  $162,101   $23,867     $406,259 
                                        
</TABLE>
                 See notes to consolidated financial statements.
<PAGE>

                MMI Companies, Inc. and Subsidiaries
                Consolidated Statements of Cash Flows
                           (In thousands)
                              Unaudited
                                  
<TABLE>
<CAPTION>
                                                     Three Months
                                                     Ended March 31,
                                                     1998      1997
<S>                                                  <C>       <C>
OPERATING ACTIVITIES                                      
    Net income..............................         $  8,695  $ 10,625
    Adjustments to reconcile net income to net                    
      cash used by operating activities:
       Increase in policy liabilities.......           98,899    89,731
       Change in reinsurance balances.......           (5,408)  (13,100)
       Increase in premiums and fees                          
        receivable..........................          (98,382)  (78,413)
       Increase in deferred income                            
        taxes...............................             (758)   (1,170)
       Increase in accrued investment                         
        income and other assets.............          (18,903)  (14,793)
       Decrease in accrued expenses and                       
        other liabilities...................           (3,741)  (15,688)
       Net realized gains on investments....             (829)     (601)
       Depreciation and amortization on                       
        investments and goodwill............            1,733     1,791
         Net cash used by operating                          
          activities........................          (18,694)  (21,618)
                                                                  
INVESTING ACTIVITIES                                              
       Net (purchase) sale of short-term                      
        investments.........................             (454)   15,428
       Purchase of fixed maturities.........         (147,444) (158,889)
       Sale of other investments,                             
        principally fixed maturities........          154,074   161,204
       Maturities of fixed maturities.......           13,196    13,982
       Acquisition of subsidiaries..........               --    (8,281)
       Furniture and equipment additions....           (1,559)   (1,767)
        Net cash provided by investing
         activities.........................           17,813    21,677
                                                                 
FINANCING ACTIVITIES                                              
       Issuance of Common Stock.............              550      (766)
       Dividends............................           (1,523)     (929)
        Net cash used by financing                          
         activities.........................             (973)   (1,695)

       Decrease in cash.....................           (1,854)   (1,636)
Cash at beginning of period.................            6,698     4,839
       Cash at end of period................        $   4,844  $  3,203
                                                                  
                                                          
</TABLE>
           See notes to consolidated financial statements.
<PAGE>         MMI Companies, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements
                            March 31, 1998

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, 1998 are not necessarily indicative of the results
  that may be expected for the year ending December 31, 1998.  For
  further information, refer to the consolidated financial
  statements and notes thereto included in the Company's 1997
  Annual Report.

2.   Acquisition of Unionamerica Holdings plc

     In December, 1997, MMI acquired Unionamerica Holdings plc
  (Unionamerica) in exchange for 7,100,000 shares of MMI Common
  Stock.   The acquisition was accounted for as a pooling of
  interests and, accordingly, the accompanying consolidated
  financial statements were restated to include the consolidated
  operations of Unionamerica for all periods presented.
  
3.  Trust Preferred Capital Securities

     In December 1997, the Company issued $125,000,000 30-year,
  mandatorily redeemable preferred capital securities (Capital
  Securities) of MMI Capital Trust 1 (Trust), a subsidiary of MMI.
  Proceeds from the sale of the Capital Securities were used to
  purchase $125,000,000 aggregate principal amount of the
  Company's 7% Junior Subordinated Deferable Interest Debentures
  (Debentures), due December 15, 2027.  The Debentures are the
  sole assets of the Trust.  The Capital Securities will pay a
  dividend of 7% semiannually in arrears beginning June 30, 1998
  and have a maturity date of December 15, 2027.  Payments on the
  Capital Securities are fully and unconditionally guaranteed by
  MMI.  Total proceeds were $118,700,000 net of expenses.   The
  effective rate of the Capital Securites is 8.06%.
  
4.   Effect of New Pronouncements

     As of January 1, 1998, the Company adopted Statement of
  Financial Accounting Standards No. 130 (SFAS 130), "Reporting
  Comprehensive Income".  SFAS 130 established new rules for the
  reporting and display of comprehensive income and its
  components.   The adoption of SFAS 130 had no effect on the
  Company's net income or stockholders' equity.
     
     The components of comprehensive income and accumulated
  comprehensive income are as follows (in thousands):
  <TABLE>
  <CAPTION>
                                     Three Months Ended
                                          March 31,
                                     1998        1997
<S>                                  <C>         <C>
Net income                           $ 8,695     $10,625
Net change in unrealized                       
gains on investments,
net of income taxes                     (465)     (8,726) 
Comprehensive income                 $ 8,230    $  1,899

                                     March 31,  December 31,                
                                       1998        1997
Accumulated other                    
comprehensive income
at beginning of year                 $24,332    $13,456
Net change in                        
unrealized gains on 
investments, net
of income taxes                         (465)    10,876
Accumulated other                    
comprehensive income
at end of period                     $23,867    $24,332

  <PAGE>
      In  1997 the FASB also issued Statement of Financial Accounting
   Standards No. 131 (SFAS 131), "Disclosures about Segments of an
   Enterprise and Related Information," which is effective for years
   beginning after December 15, 1997.   SFAS 131 established
   standards for the way that public business enterprises report
   information about operating segments in annual financial
   statements and requires those enterprises report selected
   information about operating segments in interim financial reports
   issued to shareholders.

         MMI Companies has three reportable segments: domestic
   insurance, international insurance and consulting and fees.   The
   domestic insurance segment principally includes professional and
   general liability insurance and reinsurance for hospitals,
   healthcare systems and healthcare providers.  The international
   insurance segment, principally located in the United Kingdom,
   includes the international insurance and reinsurance business.
   The consulting and fee segment includes clinical risk management
   consulting, strategic healthcare consulting, employee relations
   consulting, professional liability claims administration,
   healthcare credentials verification services and billing,
   compliance and reimbursement services.

       Intersegment revenues and expenses have been eliminated.
   Information by segment is as follows (in thousands of dollars):

</TABLE>
<TABLE>
<CAPTION>
                                 Three Months Ended
                                     March 31,
                                   1998       1997
<S>                                <C>        <C>
Domestic insurance segment:           
  Revenues                         $84,797    $54,444
  Income before taxes                5,296      6,586
                                           
  Loss ratio                         89.1%      82.3%
  Expense ratio                      20.7%      30.9%
  Combined ratio                    109.8%     113.2%
                                           
International insurance segment:
  Revenues                         $37,350    $35,674
  Income before taxes                6,405      6,013
                                           
  Loss ratio                         61.6%      59.1%
  Expense ratio                      41.1%      42.7%
  Combined ratio                    102.7%     101.8%
                                           
Consulting and fee segment:                
  Revenues                         $12,312    $12,067
  Income (loss) before taxes        (1,351)       786
                                           
  Pretax margin                     (11.0%)      6.5%
                                           
Consolidated insurance ratios:             
  Loss ratio                         81.0%      72.8%
  Expense ratio                      26.7%      35.7%
  Combined ratio                    107.7%     108.5%
</TABLE>
<PAGE>
Item   2.    Management's Discussion and Analysis of Financial
             Condition and Results of Operations

Results of Operations

   Three Months Ended March 31, 1998 compared to Three Months Ended
   March 31, 1997.

    Revenues.  Gross premiums written increased by 15.6% to
$210,448,000 for the three months ended March 31, 1998 from
$181,990,000 for the 1997 period. Net premiums written increased by
17.8% to $171,865,000 from $145,841,000, and net premiums earned
increased by 43.6% to $102,546,000 from $71,423,000.

   Medical malpractice premiums earned increased by 69.0% to
$69,261,000 for the three months ended March 31, 1998 from
$40,975,000 for the 1997 period.  International premiums earned
increased 3.4% to $30,142,000 from $29,147,000 and life and health
premiums earned increased by 141.6%, to $3,143,000 for the three
months ended March 31, 1998 from $1,301,000 for the 1997 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, 1998,
the Company's medical malpractice premiums earned included
$30,519,000 in such one time premiums, an increase of $26,278,000
in one-time premiums from the first quarter, 1997.

   Consulting and fee income increased by 2.0% to $12,312,000 for
the three months ended March 31, 1998 from $12,067,000 for the 1997
period.

  Net investment income increased by 3.7% to $18,772,000 for the
three months ended March 31, 1998 from $18,094,000 for the 1997
period.  For the three month period, the Company had net realized
gains on investments of $829,000 in 1998 compared to $601,000 in
1997.

  Losses and expenses.   Losses and loss adjustment expenses
("LAE") increased by 59.8% to $83,101,000 for the three months
ended March 31, 1998 from $52,010,000 for the 1997 period.  Medical
malpractice liability losses and LAE increased by 84.8% to
$62,052,000 for the three months ended March 31, 1998 from
$33,577,000 for the 1997 period, due to the increase in one-time
premiums in the first quarter, 1998.  International losses and LAE
increased 7.7% to $18,561,000 from $17,227,000 in the 1997 period
and other losses and LAE increased to $2,488,000 from $1,206,000 in
the first quarter 1997.  The consolidated loss ratio increased to
81.0% from 72.8% for the respective three month periods due to an
increase in the core medical malpractice loss ratio as well as a
higher loss ratio associated with the one-time premiums.

  Insurance and administrative expenses increased by 9.1% to
$38,573,000 for the three months ended March 31, 1998 from
$35,340,000 for the 1997 period.  The increase in administrative
expense is primarily due to higher acquisition expenses,
principally from new medical malpractice insurance business as well
as employee related costs including recruitment and relocation
expenses.
  
   Interest expense increased by 67.9% to $2,435,000 for the three
months ended March 31, 1998 from $1,450,000 for the 1997 period
due to an increase in debt outstanding as well as an increase in
the interest rate on the debt.   Debt outstanding totaled
$118,790,000 at March 31, 1998 compared to $93,000,000 at March 31,
1997.

  Income  taxes.  Income taxes were $1,655,000 for the three months
ended March 31, 1998 compared to $2,760,000 for the 1997 period
due to lower pre-tax income in the current period.

  Net income.  Net income decreased by  18.2% to $8,695,000 for the
three  months  ended March 31, 1998 from $10,625,000 for the 1997
period due to an increase in the domestic insurance loss ratio and
an increase in expenses related to the consulting and fee segment.

   Net  income per share.  Diluted net income per common and common
equivalent share decreased to $.45 for the three months ended March
31, 1998 from $.55 for the 1997 period.  Included in these amounts
are $.03 in 1998 and $.02 in 1997 related to after-tax net realized
gains on investments.



<PAGE>

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 the three
month periods ended March 31, 1998 and March 31, 1997, the Company
received dividends of $1,500,000 and $2,750,000, respectively, from
its subsidiaries.  The Company received management fees from its
subsidiaries of $6,988,000 for the three months ended March  31,
1998, compared to $7,338,000 in 1997.

  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 $18,694,000 for the three
months ended March 31, 1998 compared to $21,618,000 for the three
months ended March 31, 1997. 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 $17,813,000 for the
three months ended March 31, 1998 compared to $21,677,000 for the
three months ended March 31, 1997.  The decrease in cash provided
by investing activities was primarily due to lower sales of
investments in the first quarter 1998 compared to the same period
in 1997.

    Cash used by financing activities was $1,854,000 for the three
months ended March 31, 1998 compared to $1,636,000 for the three
months ended March 31, 1997.

   The Company invests in investment grade fixed income securities
and preferred stocks.  The estimated fair value of preferred stocks
was 3.5% of fair value of total invested assets as of March 31,
1998.   The estimated fair value of the Company's investment
portfolio was $1,212,420,000 as of March 31, 1998 compared to
$1,230,800,000 as of December 31, 1997.  The March 31, 1998 amount
includes net unrealized gains of $36,846,000, which represent the
amount by which the estimated fair value of the investment
portfolio exceeds amortized cost.  Net unrealized gains as of
December 31, 1997 were $37,144,000.  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 $52,486,000 or 4.3% of invested assets at March
31, 1998.  The Company believes that all of its invested assets are
readily marketable.

    Long-term debt consisting of Capital Securities totaled
$118,790,000 at March 31, 1998, virtually unchanged from the year
end amount.   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 $406,259,000 as of March 31, 1998
compared to $399,002,000 as of December 31, 1997.  Dividends to
stockholders were $1,523,000 for the three months ended March 31,
1998.

<PAGE>
                   PART II.  OTHER INFORMATION




Item 6.  Exhibits and Reports on Form 8-K

  A.Exhibits

         11.  Statement Re Computation of Per Share Earnings.
         27.  Financial Data Schedule.

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



<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 14, 1998                      /s/B. Frederick Becker
                                        B. Frederick Becker
                                        Chairman and Chief
                                        Executive Officer


Date: May 14, 1998                      /s/Paul M. Orzech
                                        Paul M. Orzech
                                        Executive Vice President 
                                        and Chief Financial Officer