<PAGE>



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

                                  FORM 10-Q/A
                                AMENDMENT NO. 1

             (X)  Quarterly report under section 13 or 15(d) of the
             Securities Exchange Act of 1934.   For the quarter ended
             March 31, 1997.

                                       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 11,687,763 shares outstanding of the registrant's
        common stock, $0.10 par value, as of March 31, 1997.





                                  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
                       Financial Statements

                  Item 2.  Management's Discussion           8-9
                           and Analysis of
                           Financial Condition and
                           Results of Operations


        Part II.  Other Information                             

                  Item 6.  Exhibits and Reports on            10
                           Form 8-K

        Signatures                                            11

        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,
                                                   1997              1996
                                                (Unaudited)

<S>                                             <C>               <C>
ASSETS                                                              
   INVESTMENTS                                                      
       Short-term investments.................. $ 32,344          $ 42,777
       Fixed maturities........................  696,567           727,080
       Preferred stocks........................   27,523            18,594
                                                 756,434           788,451
   OTHER ASSETS                                                     
       Cash....................................    1,134             1,079
       Premium and fees receivable.............  100,097            58,611
       Reinsurance receivables.................  107,129           101,175
       Prepaid reinsurance premiums............   16,502             9,711
       Accrued investment income...............   11,032            11,116
       Cost in excess of net assets of                              
         purchased subsidiaries,
         less accumulated amortization.........   24,664            16,244
       Furniture and equipment - at cost,                           
         less accumulated depreciation.........   10,084             9,076
       Deferred income taxes...................   50,772            46,459
       Other...................................   19,213            16,096
                                              $1,097,061        $1,058,018

LIABILITIES AND STOCKHOLDERS' EQUITY                                
   LIABILITIES                                                      
       Policy liabilities:                                          
          Loss and loss adjustment expense reserves:
             Medical malpractice liability..... $616,756          $620,673
             Life and health...................    9,525             7,779
             Other.............................    3,069             3,121
                                                 629,350           631,573

          Unearned premium reserves............   96,653            55,679
          Future life policy benefits..........    8,605             8,578 
                                                 734,608           695,830
       Accrued expenses and other liabilities..   18,274            28,051
       Amounts due to reinsurers...............   33,229            24,171
       Long-term notes payable.................   58,000            58,000 
                                                 844,111           806,052

   STOCKHOLDERS' EQUITY                                             
      Common Stock, par value $.10 per share:
          Authorized shares: 1997 and 1996 - 30,000
          Issued and outstanding shares:                            
          1997 - 11,688; 1996 - 11,625.........    1,169             1,162
      Additional paid-in capital...............  136,560           135,183
      Retained earnings........................  108,714           102,830
      Unrealized gains on investments, net of taxes:
         1997 - $3,503; 1996 - $6,887..........    6,507            12,791
                                                 252,950           251,966
                                              $1,097,061        $1,058,018
                                                          
</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,
                                                1997       1996
   <S>                                          <C>        <C>
   REVENUES                                                             
   Insurance premiums earned:                          
      Medical malpractice liability............ $ 40,975   $ 40,180
      Life and health..........................    1,301      2,140
                                                  42,276     42,320
   Consulting and fee income...................   12,067      6,370            
   Net investment income.......................   11,297     10,973
   Net realized gains on investments...........      871      1,548
      TOTAL REVENUES...........................   66,511     61,211
                                                       
   LOSSES AND EXPENSES                                
                                                      
   Losses and loss adjustment expenses:
      Medical malpractice liability............   33,577     33,879
      Life and health..........................    1,206      1,227
                                                  34,783     35,106
   Insurance and administrative expenses.......   23,472     16,993
   Interest expense............................      884        750
      TOTAL LOSSES AND EXPENSES................   59,139     52,849
                                                       
          INCOME BEFORE INCOME TAXES...........    7,372      8,362
   Income taxes................................      665        951
          NET INCOME........................... $  6,707   $  7,411
                                                 
   Earnings per common and                            
      common equivalent share:
 
            Primary............................ $    .56   $    .73
                                                    
            Fully diluted......................      .56        .72
                                                        
</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>
                                                   
                                                   
                                                   
                                                   
                                                   
                                                      
                        Common                         Unrealized
                         Stock    Additional          Gains (Losses)  Total
                    Number    Par  Paid-In   Retained On Investments  Stock-
                  of Shares Value  Capital   Earnings   Net of Taxes  holders'
    
<S>                     <C>    <C>    <C>       <C>      <C>       <C>
Balance at December     
31, 1995............. 9,675  $967     $82,645   $84,361 $18,490    $186,463
                                                                       
Year ended December                                                    
31, 1996:
Net income...........                            21,015              21,015
Issuance of Common                                                  
Stock in connection                                                    
with public offering
net of expenses
of $2,866...........  1,626   163      46,162                        46,325
Issuance of Common                                                  
Stock in connection                                     
with acquisition 
of subsidiaries.....     65     7       1,284                         1,291
Issuance of Common                                                  
Stock in connection                                                    
with employee                                            
benefit plans and 
exercise of employee
stock options.......    259    25       5,092                         5,117
Change in unrealized 
gains, net of taxes 
of $3,070..........                                      (5,699)     (5,699)
Common cash dividends                                                         
($.24 per share)...                              (2,546)             (2,546)
share)...
Balance at December                                            
31, 1996...........  11,625 1,162     135,183   102,830  12,791     251,966 

Three months ended                                                     
March 31, 1997
(unaudited):
Net income.........                               6,707               6,707
Issuance of Common                                                  
Stock in connection  
with acquisition of 
subsidiary............   90     9       2,141                         2,150
Issuance of Common                                                  
Stock in connection                                                    
with employee      
benefit plans and
exercise of employee
stock options........    17     2         280                           282
Common Stock                                       
repurchased..........   (44)   (4)     (1,044)                       (1,048)
Change in unrealized
gains, net of taxes 
of $3,384...........                                     (6,284)     (6,284)
Common cash                                                         
dividends ($.07 per  
share)..............                              (823)                (823)
Balance at March 31,    
1997(unaudited)..... 11,688 $1,169   $136,560 $108,714   $6,507    $252,950 
                                                                       
</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, 
                                                    1997       1996
<S>                                                 <C>        <C>
OPERATING ACTIVITIES                                      
    Net income.................................     $  6,707   $  7,411
    Adjustments to reconcile net income to net                    
      cash provided (used) by operating activities:
        Increase in policy liabilities.........       38,778     47,225
        Change in reinsurance balances.........       (3,686)   (12,193)
        Increase in premiums and fees                          
         receivable............................      (41,102)   (26,394)
        Increase in deferred income                            
         taxes.................................         (978)      (194)
        Increase in accrued investment                         
         income and other assets...............       (2,859)    (1,455)
        Decrease in accrued expenses and                       
         other liabilities.....................      (10,416)    (5,617)
        Net realized gains on investments......         (871)    (1,548)
        Depreciation and amortization on                       
         investments and goodwill..............        1,329        530
         Net cash provided (used) by                         
          operating activities.................      (13,098)     7,765
                                                                  
INVESTING ACTIVITIES                                              
        Net sale (purchase) of short-term                      
         investments...........................       11,586     (3,201)
        Purchases of available-for-sale                        
         investments...........................      (82,757)   (94,105)
        Sales of available-for-sale                            
         investments...........................       81,859     68,241
        Maturities of available-for-sale                       
         investments...........................       13,982     23,720
        Acquisitions of subsidiaries...........       (8,281)         -
        Furniture and equipment additions......       (1,647)    (1,335)
          Net cash provided (used) by                         
           investing activities................       14,742     (6,680)
                                                                  
FINANCING ACTIVITIES                                              
        Issuance of Common Stock...............          282      2,357
        Repurchases of Common Stock............       (1,048)         -
        Payments on notes payable..............            -       (750)
        Proceeds from notes payable............            -      1,000
        Dividends..............................         (823)      (587)
          Net cash provided (used) by                         
           financing activities................       (1,589)     2,020
                                                                  
          Increase in cash.....................           55      3,105
 Cash at beginning of period...................        1,079        439
          Cash at end of period................        1,134      3,544
                                                                               
</TABLE>
           See notes to consolidated financial statements.
<PAGE>

                       MMI Companies, Inc. and Subsidiaries
                    Notes to Consolidated Financial Statements
                                   March 31, 1997
                                    (Unaudited)

     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,  1997  are not necessarily indicative of  the  results
       that  may be expected for the year ending December 31, 1997.  For
       further   information,   refer  to  the  consolidated   financial
       statements  and  notes  thereto included in  the  Company's  1996
       Annual Report.
     

     2.    Acquisition   of  Equifax  Medical  Credentials  Verification
           Services and PRM, Inc.

          Effective January 1, 1997, the Company purchased substantially
       all   of   the   net   assets  of  Equifax  Medical   Credentials
       Verification  Services (EMCVS), a unit of Atlanta-based  Equifax,
       Inc.  and  acquired  by  merger all of the outstanding  stock  of
       Professional  Risk Management (PRM), a privately held  California
       third   party   administrator  that   specializes   in   managing
       enterprise liability risk for organizations that self-insure.

       Assets  acquired, liabilities assumed, and the cost in  excess
       of net assets purchased were as follows (in thousands):
<TABLE>
<CAPTION>
     <S>                                             
                                                     <C>
     Cost in excess of net assets purchased........  $ 9,177
     Cash..........................................      566
     Other assets, principally investments.........    2,570
     Other liabilities.............................     (689)
                                                     $11,624
</TABLE>
       These  acquisitions were accounted for as purchases,  and  the
       operations  of  EMCVS and PRM are included in MMI's  consolidated
       financial statements since the date of acquisition.
  
     3.   Accounting Change

          In  February,  1997, the Financial Accounting Standards  Board
       issued  Statement No. 128, Earnings Per Share, which is  required
       to  be  adopted on December 31, 1997. At that time,  the  Company
       will  be  required to change the method currently used to compute
       earnings  per share and to restate all prior periods.  Under  the
       new  requirements for calculating primary earnings per share, the
       dilutive  effect of stock options will be excluded.   The  impact 
       is  expected  to  result in an increase in primary  earnings  per
       share  for  the first quarter ended March 31, 1997 and 1996  of 
       $.01 and $.03 per share, respectively.  The  impact  of
       Statement  128 on the calculation of fully diluted  earnings  per
       share for these quarters is not expected to be material.
     
     
     
     
     
     



<PAGE>


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

     Results of Operations

        Three Months Ended March 31, 1997 compared to Three Months Ended
     March 31, 1996.

       Revenues.  Gross  premiums  written were  increased  by  1.3%  to
     $95,485,000  for  the  three  months  ended  March  31,  1997  from
     $94,222,000 for the 1996 period. Net premiums written increased  by
     4.0%  to $76,155,000 from $73,200,000, and net premiums earned were
     relatively unchanged, totaling $42,276,000 from $42,320,000.
  
     Medical   malpractice  premiums  earned  increased  by  2.0%   to
     $40,975,000  for  the  three  months ended  March  31,  1997   from
     $40,180,000  for the 1996 period.  Life and health premiums  earned
     decreased by 39.2%, to $1,301,000 for the three months ended  March
     31, 1997 from $2,140,000 for the 1996 period.

     Consulting  and fee income increased by 89.4% to $12,067,000  for
     the  three months ended March 31, 1997 from $6,370,000 for the 1996
     period.  The growth in consulting and fee income is attributable to
     the inclusion of the results of Management Science Associates, Inc.
     (MSA)  from  the  date of its acquisition, April 1,  1996  and  the
     inclusion of the results of EMCVS  and PRM from the date  of  their
     acquisition, January 1, 1997.

     Net  investment income increased by 3.0% to $11,297,000  for  the
     three  months  ended March 31, 1997 from $10,973,000 for  the  1996
     period.  For  the three month period, the Company had net  realized
     gains on investments of $871,000 in 1997 compared to $1,548,000  in
     1996.

     Losses   and  expenses.   Losses  and  loss  adjustment  expenses
     ("LAE") decreased by .9% to $ 34,783,000 for the three months ended
     March  31,  1997  from  $35,106,000 for the 1996  period.   Medical
     malpractice  liability  losses  and  LAE  decreased   by   .9%   to
     $33,577,000  for  the  three  months  ended  March  31,  1997  from
     $33,879,000  for the 1996 period.  The property and  casualty  loss
     ratio  decreased to 82.6% from 83.3% for the respective three month
     periods.   Life and health benefit costs decreased by $  21,000  or
     1.7%  to $1,206,000 for the three months ended March 31, 1997  from
     $1,227,000  for  the 1996 period.  The life and health  loss  ratio
     increased to 92.7% from 57.3% due to the decline in earned  premium
     and  an  increase  in  losses reported in the first  quarter  1997.
     Underwriting  results and loss ratios for the  Company's  life  and
     health  segment are variable due to the relatively small volume  of
     business written.

     Insurance  and  administrative expenses  increased  by  38.1%  to
     $23,472,000  for  the  three  months  ended  March  31,  1997  from
     $16,993,000 for the 1996 period. Almost one-half of the increase in
     administrative  expense is due to the inclusion of the  results  of
     acquired businesses from the date of acquisition, including MSA  in
     April 1996 and EMCVS and PRM in January 1997.

     Interest  expense increased by 17.9% to $884,000 for  the  three
     months  ended March 31, 1997 from $750,000 for the 1996 period  due
     to an increase in outstanding debt of $8.0 million in 1996.

     Income  taxes.  Income taxes were $665,000 for the  three  months
     ended March 31, 1997 compared to $951,000 for the 1996 period.

     Net  income.  Net income decreased by  9.5% to $6,707,000 for the
     three  months  ended March 31, 1997 from $7,411,000  for  the  1996
     period.  

     Net  income per share.  Fully diluted net income per common  and
     common  equivalent  share decreased to $.56 for  the  three  months
     ended  March  31, 1997 from $.72 for the 1996 period.  Included  in
     these  amounts are $.05 in 1997 and $.09 in 1996 related  to  after
     tax  net  realized  gains on investments.  Fully  diluted  weighted
     average shares and equivalents outstanding increased primarily  due
     to  the  issuance  of  capital stock in connection  with  a  public
     offering of stock by the Company in September, 1996.
<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, 1997 and March 31, 1996, the Company
     received  dividends  of  $2,750,000  from  its  subsidiaries.   The
     Company   received  management  fees  from  its   subsidiaries   of
     $7,338,000  for the three months ended March 31, 1997, compared  to
     $5,800,000 in 1996.

     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 $13,098,000 for the  three
     months  ended  March  31, 1997 compared to $7,765,000  provided  by
     operations  for  the three months ended March 31, 1996.  Cash  from
     operations decreased primarily due to increased paid losses, growth
     in fees receivable and a discontinued operations charge incurred in
     the  fourth quarter of 1996.  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 $14,742,000  for  the
     three  months  ended March 31, 1997 compared to a use  of  cash  of
     $6,680,000 for the three months ended March 31, 1996.  The increase
     in  cash  provided  by investing activities was  primarily  due  to
     investments sold to fund first quarter acquisitions.

     Cash  used by financing activities was $1,589,000 for the three
     months  ended March 31, 1997 compared to cash provided by financing
     activities of $2,020,000 for the three months ended March 31,  1996
     and  is  due principally to the repurchase of the Company's  common
     stock during the first quarter of 1997.

     The  Company invests in investment grade fixed income securities
     and preferred stocks.  The estimated fair value of preferred stocks
     was  3.6%  of fair value of total invested assets as of  March  31,
     1997.   The  estimated  fair  value  of  the  Company's  investment
     portfolio  was  $756,434,000  as of  March  31,  1997  compared  to
     $788,451,000  as of December 31, 1996.  The March 31,  1997  amount
     includes  net unrealized gains of $10,010,000, which represent  the
     amount  by  which  the  estimated  fair  value  of  the  investment
     portfolio  exceeds  amortized cost.  Net  unrealized  gains  as  of
     December 31, 1996 were $19,678,000.  The decrease in net unrealized
     gains  during the first three months of 1997 was due to an increase
     in  the  general  level  of interest rates in  1997.   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 $32,344,000 or 4.3% of invested assets  at
     March  31,  1997.   The Company believes that all of  its  invested
     assets are readily marketable.

     Long-term  and short-term debt remained unchanged at  $58,000,000
     as of December 31, 1996 and March 31, 1997.

     Stockholders'  equity  was $252,950,000  as  of  March  31,  1997
     compared  to  $251,966,000 as of December 31,  1996.  Dividends  to
     stockholders  were $823,000 for the three months  ended  March  31,
     1997.

     Acquisition of EMCVS and PRM

     Effective  January  1, 1997, the Company purchased  substantially
     all of the net assets of EMCVS and all of the outstanding stock  of
     PRM.  EMCVS  provides  credentials  verification  services  to  the
     healthcare  industry  via on-line data access  to  a  comprehensive
     credentials  database.   PRM is a third  party  administrator  that
     specializes in managing enterprise liability risk for organizations
     that  self-insure.   The  combined purchase  price  for  these  two
     transactions,  which  together accounted for revenues  in  1996  of
     approximately $7,000,000, was $11,624,000 including expenses.
<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: October 20, 1997
                                        /s/B. Frederick Becker
                                        B. Frederick Becker
                                        Chairman and Chief
                                        Executive Officer


Date: October 20, 1997
                               
                                        /s/Paul M. Orzech
                                        Paul M. Orzech
                                        Executive Vice President and
                                        Chief Financial Officer