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

                                    FORM 10-Q

(Mark One)

X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE
   ACT OF 1934

   FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 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: 0-20724

                             WATSON WYATT & COMPANY
             (Exact name of registrant as specified in its charter)

          DELAWARE                                     53-0181291
       (State or other                              (I.R.S. Employer 
       jurisdiction of                             Identification No.)
       incorporation or                           
        organization)

                            6707 DEMOCRACY BOULEVARD
                                    SUITE 800
                               BETHESDA, MD 20817
          (Address of principal executive offices, including zip code)
                                 (301) 581-4600
              (Registrant's telephone number, including area code)



Indicate by 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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of November 4, 1998.

Common Stock, $1.00 par value                                  14,677,390
-----------------------------                               ----------------
         Class                                              Number of Shares

<PAGE>
<TABLE>



                                               WATSON WYATT & COMPANY
                                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                (THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

                                                                                      THREE MONTHS ENDED SEPTEMBER 30,
                                                                                      --------------------------------
                                                                                          1998                1997
                                                                                      ------------        ------------
                                                                                                (Unaudited)
<S>                                                                                   <C>                <C>

Fees                                                                                  $    133,985        $    125,553

Costs of providing services:
     Salaries and employee benefits                                                         78,498              64,207
     Occupancy and communications                                                           14,521              15,219
     Professional and subcontracted services                                                 8,714              11,177
     Other                                                                                   2,846               7,000
                                                                                      ------------        ------------
                                                                                           104,579              97,603

General and administrative expenses                                                         11,160              10,378
Depreciation and amortization                                                                3,853               4,687
                                                                                      ------------        ------------
                                                                                           119,592             112,668

 Income from operations                                                                     14,393              12,885

Other:
     Interest income                                                                           124                 249
     Interest expense                                                                         (553)               (409)

Income (loss) from affiliates                                                                  160                 (99)
                                                                                      ------------        ------------


Income before income taxes and minority interest                                            14,124              12,626

Provision for income taxes:
     Current                                                                                 6,830               5,811
     Deferred                                                                                    -                   -
                                                                                      ------------        ------------
                                                                                             6,830               5,811
                                                                                      ------------        ------------


 Income before minority interest                                                             7,294               6,815


Minority interest in net income of consolidated subsidiaries                                     -                (44)
                                                                                      ------------        ------------

Continuing operations net income                                                             7,294               6,771

Discontinued operations:

Loss from operations of discontinued Outsourcing Business (less
     applicable income tax benefit of $0 and $1,162 respectively)                                -              (1,630)
                                                                                      ============        ============
Net income                                                                            $      7,294        $      5,141
                                                                                      ============        ============



Earnings per share, continuing operations                                             $       0.47        $       0.38
                                                                                      ============        ============

Loss per share, discontinued operations                                               $          -        $      (0.09)
                                                                                      ============        ============

Earnings per share, net income                                                        $       0.47        $       0.29
                                                                                      ============        ============


                                               See accompanying notes
                                                         F-2
</TABLE>
<PAGE>
<TABLE>



                                                 WATSON WYATT & COMPANY
                                              CONSOLIDATED BALANCE SHEETS
                                              (THOUSANDS OF U.S. DOLLARS)

                                                                                  SEPTEMBER 30,              JUNE 30,
                                                                                      1998                     1998
                                                                                 --------------            -------------
                                                                                  (Unaudited)

<S>                                                                              <C>                       <C>

                                                         ASSETS

Cash and cash equivalents                                                        $       13,592            $      13,405
Receivables from clients:

     Billed, net of allowances of $4,951 and $2,142                                      67,147                   69,671
     Unbilled                                                                            73,644                   59,725
                                                                                 --------------            -------------
                                                                                        140,791                  129,396

Income taxes receivable                                                                       -                    2,216
Other current assets                                                                     10,232                    6,945
                                                                                 --------------            -------------
     Total current assets                                                               164,615                  151,962

Investment in affiliates                                                                 16,982                   17,666
Fixed assets                                                                             36,584                   37,368
Deferred income taxes                                                                    48,911                   48,911
Other intangible assets                                                                   7,889                    2,412
Other assets                                                                              9,356                    9,991
                                                                                 --------------            -------------

                                                                                 $      284,337            $     268,310
                                                                                 ==============            =============      

                         LIABILITIES, REDEEMABLE COMMON STOCK AND PERMANENT SHAREHOLDERS' EQUITY

Accounts payable and accrued liabilities                                         $       93,244            $     116,548
Note payable and book overdrafts                                                         44,610                   11,666
Income taxes payable                                                                      3,396                        -
                                                                                 --------------            -------------
     Total current liabilities                                                          141,250                  128,214

Accrued retirement benefits                                                              82,504                   82,528
Deferred rent and accrued lease losses                                                   12,041                   12,676
Other noncurrent liabilities                                                             35,291                   32,784

Minority interest in subsidiaries                                                           403                      322

Redeemable Common Stock - $1 par value:
     25,000,000 shares authorized;
     15,015,940 and 15,916,757 issued
     and outstanding; at redemption value                                                90,846                   96,296

Permanent shareholders' equity:
Adjustment for redemption value less
     than amounts paid in by shareholders                                                23,811                   25,240
Retained deficit                                                                        (98,945)                (106,834)
Cumulative translation loss                                                              (2,864)                  (2,916)

Commitments and contingencies
                                                                                 --------------            -------------

                                                                                 $      284,337            $     268,310
                                                                                 ==============            =============





                                                 See accompanying notes
                                                          F-3
</TABLE>
<PAGE>
<TABLE>
                                                   WATSON WYATT & COMPANY
                                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 (THOUSANDS OF U.S. DOLLARS)


                                                                                           THREE MONTHS ENDED SEPTEMBER 30,
                                                                                           --------------------------------
                                                                                               1998               1997
                                                                                           ------------       -------------
<S>                                                                                        <C>                <C>

Cash flows from operating activities:
     Net income                                                                            $      7,294       $       5,141
     Adjustments to reconcile net income to net cash
       provided by operating activities:

         Net loss from discontinued operations                                                        -               1,630
         Provision for doubtful receivables from clients                                          1,957               3,830
         Depreciation                                                                             3,601               3,559
         Amortization of deferred software and development costs
             and other intangible assets                                                            252               1,127
         Provision for deferred income taxes                                                          -                  30
         (Income) loss from affiliates                                                             (160)                 99
         Minority interest in net income of consolidated subsidiaries                                 -                  44
         (Increase) decrease in assets (net of discontinued operations):
             Receivables from clients                                                           (15,093)            (15,704)
             Income taxes receivable                                                              2,216                (145)
             Other current assets                                                                (3,287)             (1,908)
             Other assets                                                                           635                (379)
         (Decrease) increase in liabilities (net of discontinued operations):
             Accounts payable and accrued liabilities                                           (18,828)            (14,155)
             Income taxes payable                                                                 3,396               2,168
             Accrued retirement benefits                                                            (24)              1,027
             Deferred rent and accrued lease losses                                                (635)             (1,126)
             Other noncurrent liabilities                                                           489                (468)
         Other, net                                                                                (108)                 (3)
         Discontinued operations, net                                                              (717)             (1,862)
                                                                                           ------------       -------------
         Net cash used by operating activities                                                  (19,012)            (17,095)
                                                                                           ------------       -------------

Cash flows from investing activities:
     Purchases of fixed assets                                                                   (2,775)             (3,925)
     Acquisitions                                                                                (5,671)                  -
     Investment in software and development costs                                                     -                (899)
     Investment in affiliates                                                                     1,151                 760
     Discontinued operations                                                                          -              (4,750)
                                                                                           ------------       -------------
         Net cash used in investing activities                                                   (7,295)             (8,814)
                                                                                           ------------       -------------

Cash flows from financing activities:
     Borrowings and bank overdrafts                                                              32,944              13,200
     Issuances of Redeemable Common Stock                                                             -                 525
     Repurchases of Redeemable Common Stock                                                      (6,285)             (2,569)
                                                                                           ------------       -------------
         Net cash provided by financing activities                                               26,659              11,156
                                                                                           ------------       -------------

Effect of exchange rates on cash                                                                   (165)               (630)
                                                                                           ------------       -------------

Increase (decrease) in cash and cash equivalents                                                    187             (15,383)

Cash and cash equivalents at beginning of period                                                 13,405              26,257
                                                                                           ------------       -------------

Cash and cash equivalents at end of period                                                 $     13,592       $      10,874
                                                                                           ============       =============







                                                   See accompanying notes
                                                             F-4
</TABLE>
<PAGE>
<TABLE>



                                             WATSON WYATT & COMPANY
                      CONSOLIDATED STATEMENTS OF CHANGES IN PERMANENT SHAREHOLDERS' EQUITY
                                          (THOUSANDS OF U.S. DOLLARS)


                                                                                            ADJUSTMENT FOR
                                                                                           REDEMPTION VALUE
                                                                              CUMULATIVE   LESS THAN AMOUNTS
                                                            RETAINED         TRANSLATION      PAID IN BY
                                                             DEFICIT             LOSS        SHAREHOLDERS
                                                          ------------        ----------      ----------    
<S>                                                       <C>                 <C>             <C>

Balance at June 30, 1998                                  $   (106,834)       $   (2,916)     $   25,240

Comprehensive Income:
Net income                                                       7,294                 -               -
Foreign currency translation adjustment                              -                52               -
                                                          ------------        ----------      ----------
Total Comprehensive Income                                       7,294                52               -
Effect of repurchases of 900,817 shares of
     common stock (various prices per share)                       594                 -            (594)
Adjustment of redemption value for change
     in Formula Book Value per share                                 -                 -            (835)
                                                          ------------        ----------      ----------

Balance at September 30, 1998                             $    (98,945)       $   (2,864)     $   23,811
                                                          ============        ==========      ==========




                                             See accompanying notes
                                                      F-5

</TABLE>
<PAGE>


                             WATSON WYATT & COMPANY

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.   The  accompanying  unaudited  consolidated  financial  statements of Watson
     Wyatt & Company and its subsidiaries,  (collectively, "Watson Wyatt" or the
     "Company"),  are presented in accordance  with the rules and regulations of
     the  Securities and Exchange  Commission  ("SEC") and do not include all of
     the  disclosures   normally  required  by  Generally  Accepted   Accounting
     Principles.  In the opinion of  management,  these  statements  reflect all
     adjustments,  consisting only of normal  recurring  adjustments,  which are
     necessary for a fair presentation of the consolidated  financial statements
     for the interim periods.  The consolidated  financial  statements should be
     read in conjunction with the audited consolidated  financial statements and
     notes thereto  contained in the Company's Form 10-K for the year ended June
     30, 1998.

     The results of operations for the three months ended September 30, 1998 are
     not  necessarily  indicative  of the results  that can be expected  for the
     entire  fiscal year ending June 30, 1999.  Certain  prior year amounts have
     been  reclassified to conform to the current year  presentation,  including
     the  Consolidated  Statements of Operations and of Cash Flows for September
     30, 1997 which have been  restated to reflect  the  Company's  discontinued
     operations.

2.   Under the  Company's  Bylaws,  the Company is obligated to  repurchase  its
     Redeemable Common Stock, except in certain circumstances.  Accordingly, the
     redemption value of outstanding  shares is classified as Redeemable  Common
     Stock and not as permanent shareholders' equity. Redeemable Common Stock is
     equal to the number of shares  outstanding  multiplied  by the Formula Book
     Value per share,  which was $6.05 per share at September  30, 1998 and June
     30, 1998.  Permanent  shareholders'  equity  includes an adjustment for the
     difference  between the redemption value of the Redeemable Common Stock and
     the amounts actually paid or deemed paid by shareholders for the shares.

3.   During the three months ended  September 30, 1998, the Company  repurchased
     900,817 shares of Redeemable Common Stock, at various prices per share. The
     computation of earnings per share is based upon the weighted average number
     of shares of Redeemable  Common Stock  outstanding  during the period.  The
     number of shares  (in  thousands)  used in the  computation  is 15,377  and
     17,981  for  the  three   months  ended   September   30,  1998  and  1997,
     respectively.

4.   During  fiscal  1998,  the  Company   discontinued   its  Benefits
     Administration   Outsourcing  Business  including  its  investment  in  its
     affiliate Wellspring Resources, LLC ("Wellspring").  The Company recorded a
     loss on discontinuation  net of taxes of $69.9 million,  which included the
     write-off  of  its  investment  in  Wellspring,  net  capitalized  software
     development  costs for the Retained  Clients and a provision for completion
     of any obligations to clients,  vendors or its former venture  partner.  In
     October  1998,  the  Company  consummated  agreements  with  the  remaining
     Retained  Clients,  Wellspring and its former  venture  partner to transfer
     operating  responsibility  for these clients to Wellspring,  clarifying the
     remaining  future  obligations  and costs  related to the  discontinuation.
     Management  believes  that  savings of $25 million  compared  with  initial
     estimates  in the third  quarter of  fiscal 1998 and $15  million  from the
     amount  provided  at  June 30,  1998  will accrue to the Company from these
     events.

5.   On  September  30,  1998,  the  Company  adopted  SFAS No.  130  "Reporting
     Comprehensive Income." Comprehensive income includes net income and changes
     in the  cumulative  translation  gain or loss.  For the three  months ended
     September 30, 1998, comprehensive income totaled $7.3 million compared with
     $3.8 million for the three months ended September 30, 1997.

                                      -6-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.


GENERAL

Watson  Wyatt  &  Company,   together  with  its  affiliates  and   consolidated
subsidiaries,  provides employee  benefits,  human resources and human resources
systems  technology  consulting.  The Company and its alliance  partner,  Watson
Wyatt Partners, a United Kingdom  partnership,  operate globally as Watson Wyatt
Worldwide. The Company works primarily with large and mid-sized organizations.

Founded in 1946,  Watson Wyatt is owned almost entirely by its active employees.
The Company is incorporated in Delaware, and its principal executive offices are
located at 6707 Democracy Boulevard, Suite 800, Bethesda, MD 20817.

Watson Wyatt's fiscal year ends June 30. The financial  statements  contained in
this quarterly report reflect  Consolidated  Balance Sheets as of the end of the
first quarter of fiscal year 1999  (September 30, 1998) and as of the end of the
prior  fiscal  year  1998  (June  30,  1998),  and  Consolidated  Statements  of
Operations,  of Cash Flows and of Changes in Permanent  Shareholders' Equity for
the three months ended September 30, 1998 and 1997.


RESULTS OF  OPERATIONS--THREE  MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO THREE
MONTHS ENDED SEPTEMBER 30, 1997.

For the first three  months of fiscal year 1999 the Company  produced net income
of $7.3 million, an increase of $2.2 million from net income of $5.1 million for
the first three months of fiscal year 1998. Income for the first quarter of 1998
reflects a loss of $1.6  million  from the  operation  of the  Company's  former
Benefits  Administration  Outsourcing Business.  Continuing operations generated
net income of $7.3  million for the  quarter,  an increase of $0.5  million from
1998 levels of $6.8 million.

Fees for the first  three  months of fiscal  year  1999  total  $134.0  million,
compared to $125.6  million for the first three  months of fiscal year 1998,  an
increase of $8.4 million,  or 7%. The revenue growth is attributable to improved
performance in the Company's North American Benefits  Consulting Group and Human
Resource Technologies, primarily from increased billable hours.

Salaries and employee benefit expenses for the first quarter of fiscal year 1999
were $78.5 million,  an increase of $14.3 million, or 22%, from $64.2 million in
the first quarter of fiscal year 1998. The increase is attributable to increased
compensation  to associates of $9.6 million,  partly the result of a 5% increase
in headcount.  Further, personnel restructuring expenses and retirement benefits
expenses  increased $3.6 million.  The remaining $1.1 million increase is due to
higher related fringe benefits expenses.

Occupancy  and  communication  expenses  during the first quarter of fiscal year
1999 totaled $14.5  million,  a decrease of $0.7 million,  or 5%, from the first
quarter of the prior  year.  The change is  related  to a general  reduction  of
expense due to the relocation of offices to lower cost space.

Professional and subcontracted  services decreased by $2.5 million, or 22%, from
the first quarter of fiscal year 1998,  reflecting  decreased  legal and general
corporate expenses.

                                      -7-
<PAGE>

Other costs of providing  services  were $2.8  million for the first  quarter of
fiscal year 1999, a decrease of $4.2 million,  or 60%, from the first quarter of
fiscal year 1998.  The decrease is  primarily  the result of a $3.7 million gain
from the sale of defined contribution daily  record-keeping  software to a third
party.

General and  administrative  ("G&A")  expenses for  the first quarter  of fiscal
year 1999 were $11.2  million,  a $0.8  million,  or 8%, increase from the first
quarter of fiscal year 1998.

Depreciation and  amortization  expense of $3.9 million for the first quarter of
fiscal year 1999 represents a decrease of $0.8 million from the first quarter of
fiscal year 1998. The decrease is  attributable  to the absence of  amortization
expense for deferred  software in 1999, as the Company had fully  amortized such
balances at June 30, 1998.

Continuing  operations income before income taxes and minority interest of $14.1
million in the first  quarter of fiscal year 1999 resulted in a tax provision of
$6.8  million.  This compares to a provision of $5.8 million on $12.6 million of
pre-tax  income in fiscal year 1998. The effective tax rate for fiscal year 1999
is 48% compared to 46% for the same period in fiscal year 1998.  The increase in
the effective tax rate is due to changes in income in various jurisdictions with
differing tax rates, particularly foreign jurisdictions.


LIQUIDITY AND CAPITAL RESOURCES.

The Company relies primarily on funds from operations and short-term  borrowings
as its sources of  liquidity.  The Company  believes that it has access to ample
financial resources to finance its growth, meet its commitments to affiliates as
well as support ongoing  operations.  The Company's cash and cash equivalents at
September 30, 1998 totaled $13.6 million,  compared to $13.4 million at June 30,
1998. The Company had borrowings  outstanding  under its line of credit of $20.1
million at September 30, 1998 and $9.0 million at June 30, 1998.

CASH FROM  OPERATIONS.  For the first  three  months of fiscal  year  1999,  the
Company had cash outflows from operations of $19.1 million, compared to outflows
from operations of $17.1 million for the first three months of fiscal year 1998.
The increase in cash outflows  results mainly from the payment of higher accrued
bonuses for fiscal year 1998 in fiscal year 1999 compared with the prior year.

The Company's ratio of current assets to current liabilities of 1.2 at September
30, 1998 remained unchanged from June 30, 1998.

CASH FROM INVESTING ACTIVITIES. Investing activity cash outflow was $7.3 million
for the first three months of fiscal year 1999, versus $8.8 million for the same
period in fiscal year 1998.  The decrease in investing  cash outflows was due to
lower  expenditures for fixed assets and higher  distributions  from affiliates,
offset by amounts  paid for recent  acquisitions.  There  were no  outflows  for
discontinued  operations in fiscal year 1999,  compared with $4.8 million during
the same period in fiscal year 1998.

Anticipated  commitments  of  funds  are  estimated  at  $22.5  million  for the
remainder of fiscal year 1999,  mostly for  expected  purchases of fixed assets.
The  Company  expects  operating  cash flows to provide for the  Company's  cash
needs.
                                      -8-
<PAGE>
CASH FROM FINANCING ACTIVITIES. Cash flows provided by financing activities were
$26.7  million for the first  three  months of fiscal  year 1999,  versus  $11.2
million in the preceding fiscal year. The increase is due to the higher level of
borrowings  and book  overdrafts,  partially  offset by greater  repurchases  of
Redeemable Common Stock in fiscal year 1999 than 1998.

The  Company's  revolving  credit line matures on June 29, 2003. As of September
30,  1998,  $74.9  million of the credit  line was  available  to the Company as
revolving credit for operating needs, compared to $44.8 million on September 30,
1997.

YEAR 2000 ISSUE

During the first quarter,  the Company  continued to address  issues  associated
with the Year 2000 problem. For a more complete discussion of the Company's Year
2000 program,  see the Company's  Annual Report on Form 10-K for the fiscal year
ended June 30, 1998, filed September 24, 1998.

The  Company is engaged in a  significant  effort to  inventory  and assess both
major and other systems,  including those provided by vendors and those that the
Company has provided to its clients.  Progress on specific projects varies, with
some ahead of schedule and some behind schedule.  The following table summarizes
the  approximate  percentage  of work, in the stages  specified,  which has been
completed as of October 30, 1998:

                              Assessment       Remediation       Testing
                              ----------       -----------       -------
   Major Systems                  90%              75%             25%
   Other Systems                  25%              25%             25%

Since  the date of the Form  10-K,  there  has been no  material  change  to the
overall  schedule  for Year  2000  compliance  activities,  to the areas of risk
identified  or to the costs  projected by the Company for Year 2000  compliance.
Management  continues to believe that the Company's Year 2000 compliance program
includes  appropriate  measures to address the risks identified to date and that
the  shift to the Year  2000 will not have a  material  impact on the  Company's
business,  results of operations or financial  condition.  The Company  projects
that the cost to address  Year 2000  compliance  issues in fiscal year 1999 will
exceed $2.0 million,  but these estimates are subject to change.  The Company is
likely,  however,  to revise its  assessment of the schedule,  projected  costs,
areas of risk and overall  consequences  as a result of on-going  assessment  of
Year 2000 issues.

The information  concerning the Company's Year 2000  compliance  effort includes
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks,  uncertainties  and other factors that may cause actual events or
costs  to  be  materially  different  than  indicated  by  such  forward-looking
statements.   These  factors  include,  among  others,  unanticipated  costs  of
remediation and replacement,  the Company's inability to meet its targeted dates
as   scheduled   and   extensive   failures  of   governmental   and   municipal
infrastructures.  Any estimates and projections described have been developed by
the  management  of the Company and are based on the  Company's  best  judgments
together  with  the  information  that is  available  to  date.  Due to the many
uncertainties surrounding the Year 2000 problem, the shareholders of the Company
are cautioned not to place undue reliance on such forward-looking statements.

                                      -9-
<PAGE>

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Watson Wyatt is from time to time a defendant in various lawsuits which arise in
the  ordinary  course of  business.  These  disputes  typically  involve  claims
relating to employment  matters or the rendering of professional  services.  The
management  of the Company does not believe that any such  currently  pending or
threatened  litigation  is  likely  to have a  material  adverse  effect  on the
business or financial condition of Watson Wyatt.

ITEM 2.  CHANGES IN SECURITIES

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a.       Exhibits

         3.1   Restated Certificate of Incorporation of Watson Wyatt & Company2
         3.2   Restated Bylaws (as amended through June 30, 1998)3
         4     Form of Certificate Representing Common Stock1
         10    Credit Agreement Among NationsBank, N.A. and Others dated
               June 30, 19983

b.       Reports on Form 8-K

         None


--------
1     Incorporated  by  reference from Registrant's Initial Statement on Form 10
      (File No. 0-20724), filed on October 13, 1992
2     Incorporated by reference from Registrant's Annual Report on Form 10-K for
      the fiscal year ended June 30, 1996 (file no. 0-20724), filed on
      September 16, 1996
3     Incorporated by reference from Registrant's Annual Report on Form 10-K for
      the fiscal year ended June 30, 1998 (file no. 0-20724), filed on 
      September 24, 1998

                                      -10-



<PAGE>

SIGNATURES


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

Watson Wyatt & Company
(Registrant)




/S/ A. W. Smith, Jr.                                            November 4, 1998
--------------------                                            ----------------
Name:             A. W. Smith, Jr.                              Date
Title:            President and Chief
                  Executive Officer

/S/ Carl D. Mautz                                               November 4, 1998
--------------------                                            ----------------
Name:             Carl D. Mautz                                 Date
Title:            Controller and Acting
                  Chief Financial Officer
                                   



                                       -11-