12

                                
<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
     June 30, 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 18,964,418 shares outstanding of the registrant's
common stock, $0.10 par value, as of August 11,1998.

<PAGE>


              MMI Companies, Inc. and Subsidiaries

                             Index
<TABLE>
<CAPTION>
                                                  Page No.
<S>                                               <C>
Part I.  Financial Information (Part I data             
         included in original filing on 8/13/98)

       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                 7-9
                Financial Statements

       Item 2.  Management's Discussion             10-11
                and Analysis of
                Financial Condition and
                Results of Operations

Part II.  Other Information                             

      Item 2.  Changes in Securities                 12
               and Use of Proceeds
      Item 4.  Submission of Matters to              12
               a Vote of Security Holders
      Item 6.  Exhibits and Reports on               12
               Form 8K (Item 6 Exhibits
               included in original filing on 8/13/98)

Signatures                                            13

EXHIBITS:  (Exhibits included  in  original             
            filing on 8/13/98)

     10.11  First Amendment to  Employment Agreement
     27.   Financial Data Schedule.                     

</TABLE>

                                   2
<PAGE>
                                
                   PART II.  OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

   (a)  Not applicable.

   (b)  Not applicable.

   (c)  65,883 shares of common stock were issued as of May 1, 1998
      in connection with an acquisition.  The shares were issued to the
      three shareholders of the acquired entity in exchange for all of
      the outstanding shares of the acquired entity.  This transaction
      was made in reliance upon the exemption contained in Section 4(2)
      of the Securities Act of 1933.

   (d)  Not applicable.

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

    The  Company held its annual stockholders meeting on  April
16, 1998.  The following directors were elected at the meeting:
Richard R. Barr, George B. Caldwell, F. Laird Facey, M.D., Alan
C.  Guy,  Timothy  R.  McCormick, Scott S.  Parker,  Joseph  D.
Sargent,   Robert  A.  Spass.   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>
                                                    Abstentions
                                         Against    and
                                         or         broker
Matter                        For        withheld   non-votes
<S>                           <C>        <C>        <C>
Election of directors:                              
Richard R.Barr                14,329     146        -
George B. Caldwell            14,329     146        -
F. Laird Facey,M.D.           14,039     166        -
Alan C. Guy                   14,238     237        -
Timothy R. McCormick          14,310     165        -
Scott S. Parker               14,309     166        -
Joseph D. Sargent             14,328     147        -
Robert A. Spass               14,329     146        -
                                                    
Ratification  of Ernst & 
Young LLP                     12,987     1,467      22
                                                    
</TABLE>
The following directors are continuing directors:  B. Frederick
Becker,  K.  James  Ehlen, M.D., William M. Kelley,  Andrew  D.
Kennedy, Gerald L. McManis and Edward C. Peddie.


Item 6.  Exhibits and Reports on Form 8-K

  A.  Exhibits

        10.11    First Amendment to Employment Agreement
        27.      Financial Data Schedule.
     

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


                               12
<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: August 17, 1998
                                        /s/B. Frederick Becker
                                        B. Frederick Becker
                                        Chairman   and    Chief
                                        Executive Officer

Date: August 17, 1998
                                        /s/Paul M. Orzech
                                        Paul M. Orzech
                                        Executive Vice President and
                                        Chief Financial Officer



























                               13