<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 period ended September 30, 1999.

                                      or

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

                        Commission File Number 1-10760

                          MUTUAL RISK MANAGEMENT LTD.

--------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          BERMUDA                                       NOT APPLICABLE
--------------------------------------------------------------------------------
(State or other jurisdiction  of                        (I.R.S. Employer
INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NO.)

                               44 Church Street,
                            HAMILTON HM 12, BERMUDA
--------------------------------------------------------------------------------
(Address of principal executive offices)  (Zip code)


                                 (441) 295-5688
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)

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

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  [ ]

The number of outstanding shares of the registrant's Common Stock, $0.01 par
value, as of September 30, 1999 was 43,705,464.
<PAGE>

                          MUTUAL RISK MANAGEMENT LTD.

                                   I N D E X


<TABLE>
<CAPTION>

PART I.  FINANCIAL INFORMATION:

   Item 1.  Financial Statements:
<S>                                                                         <C>                                                <C>
     Unaudited Consolidated Statements of Income and Comprehensive Income
     for the quarter and nine month periods ended September 30, 1999 and 1998                                                  3

     Unaudited Consolidated Balance Sheets at September 30, 1999
     and December 31, 1998                                                                                                     4

     Unaudited Consolidated Statements of Cash Flows for the
     nine month periods ended September 30, 1999 and 1998                                                                      5

     Unaudited Consolidated Statements of Changes in  Shareholders'
      Equity for the periods ended September 30, 1999 and December 31, 1998                                                    6

     Notes to Unaudited Consolidated Financial Statements at
     September 30, 1999                                                                                                        7-9

   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL                                                                  10-15
               CONDITION AND RESULTS OF OPERATIONS

   ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT                                                                     15
               MARKET RISK

PART II. OTHER INFORMATION:

   ITEM 5.  OTHER INFORMATION                                                                                                  16

   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                                                                   16


SIGNATURES                                                                                                                     17

EXHIBITS

     Exhibit 11 - Computation of Net Earnings per Common
       Share and Common Share Equivalents
     Exhibit 27 - Financial Data Schedule
</TABLE>

                                      -2-
<PAGE>

                 MUTUAL RISK MANAGEMENT LTD. AND SUBSIDIARIES
                  UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
                           AND COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
                                                           Quarter ended Sept. 30,             Nine months ended Sept. 30,
                                                           1999           1998 (a)             1999               1998 (a)
REVENUES
<S>                                                 <C>               <C>              <C>               <C>
 Fee income                                            $ 45,697,290       $41,985,629     $136,975,318       $115,697,318
 Premiums earned                                         50,552,591        24,186,718      139,570,418         73,993,101
 Net investment income                                    8,555,846         6,578,801       25,219,284         21,802,147
 Realized capital (losses) gains                         (2,194,823)           58,321       (3,224,397)        (1,098,925)
 Other income (losses)                                       12,483           125,471         (208,003)           168,971
                                                       ------------       -----------     ------------       ------------
 Total Revenues                                         102,623,387        72,934,940      298,332,620        210,562,612
                                                       ------------       -----------     ------------       ------------

EXPENSES
 Losses and loss expenses incurred                       48,131,182        17,759,474      115,923,720         51,636,828
 Acquisition costs                                       16,826,623         7,150,223       40,240,360         24,042,015
 Operating expenses                                      33,392,307        26,499,740       92,929,317         73,516,888
 Interest expense                                         1,537,445         1,684,923        4,660,791          5,129,594
 Other expenses                                             670,720           531,128        1,994,534          1,337,522
                                                       ------------       -----------     ------------       ------------
 Total Expenses                                         100,558,277        53,625,488      255,748,722        155,662,847
                                                       ------------       -----------     ------------       ------------

INCOME BEFORE INCOME TAXES AND
MINORITY INTEREST                                         2,065,110        19,309,452       42,583,898         54,899,765
 Income tax (benefit) expense                            (3,300,523)        2,254,784          329,060          6,578,991
                                                       ------------       -----------     ------------       ------------

INCOME BEFORE MINORITY INTEREST                           5,365,633        17,054,668       42,254,838         48,320,774
Minority interest                                            (4,551)           42,687              424             42,687
                                                       ------------       -----------     ------------       ------------
Net income available to common shareholders               5,361,082        17,097,355       42,255,262         48,363,461

Other comprehensive income, net of tax:
 Unrealized (losses) gains on investments, net
 of reclassification adjustment                          (3,611,993)        1,802,015      (14,436,104)         1,240,936
                                                       ------------       -----------     ------------       ------------
COMPREHENSIVE INCOME                                   $  1,749,089       $18,899,370     $ 27,819,158       $ 49,604,397
                                                       ============       ===========     ============       ============

EARNINGS PER COMMON SHARE:
 Net income available to Common Shareholders:

 Basic EPS                                                    $0.12             $0.41            $0.98              $1.18
                                                       ============       ===========     ============       ============

 Diluted EPS                                                  $0.12             $0.37            $0.93              $1.06
                                                       ============       ===========     ============       ============

 Dividends per share                                          $0.06             $0.05            $0.18              $0.15
                                                       ============       ===========     ============       ============

 Weighted average number of Common
 Shares outstanding - basic                              43,583,086        41,730,688       43,214,037         41,026,217
                                                       ============       ===========     ============       ============
     Weighted average number of Common
 Shares outstanding - diluted                            44,452,265(b)     50,439,947       50,397,988         50,153,240
                                                       ============       ===========     ============       ============
</TABLE>

(a)  Prior period results have been restated to reflect a pooling of interests
     following the acquisition of Captive Resources, Inc.,CompFirst, Inc. and
     the International Advisory Services Group of Companies.
(b)  Excludes the conversion of Convertible Debentures which have an anti-
     dilutive effect.

     See Accompanying Notes to Unaudited Consolidated Financial Statements

                                      -3-
<PAGE>

                  MUTUAL RISK MANAGEMENT LTD. AND SUBSIDIARIES
                     UNAUDITED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                      SEPTEMBER 30,         DECEMBER 31,
                                                                         1999                 1998(a)
ASSETS
<S>                                                              <C>                  <C>
 Cash and cash equivalents                                           $  108,188,272        $  117,422,652
 Investments :  Held in available for sale account at fair
  value (Amortized cost $442,577,307; 1998 - $455,648,153)              428,692,935           460,624,263
                                                                     --------------        --------------
 Total marketable investments                                           536,881,207           578,046,915

 Other investments                                                       22,135,140            22,473,945
 Investment income due and accrued                                        3,751,411             5,252,341
 Accounts receivable                                                    491,657,806           353,869,570
 Reinsurance receivables                                              1,460,878,736         1,079,562,857
 Deferred expenses                                                       34,312,592            27,215,385
 Prepaid reinsurance premiums                                           263,966,580           206,486,764
 Fixed assets                                                            25,872,294            19,671,107
 Deferred tax benefit                                                     4,688,046               898,853
 Goodwill                                                                51,546,232            52,901,100
 Other assets                                                             7,737,656             5,615,792
 Assets held in separate accounts                                       701,163,252           722,262,819
                                                                     --------------        --------------
 Total Assets                                                        $3,604,590,952        $3,074,257,448
                                                                     ==============        ==============
LIABILITIES & SHAREHOLDERS' EQUITY
LIABILITIES
 Reserve for losses and loss expenses                                $1,587,371,474        $1,190,425,877
 Reserve for unearned premiums                                          317,745,222           241,893,089
 Pension fund reserves                                                   69,796,910            79,753,421
 Claims deposit liabilities                                              30,626,287            37,447,768
 Accounts payable                                                       301,194,777           243,418,491
 Accrued expenses                                                        12,134,150            12,051,758
 Taxes payable                                                           15,480,113            14,849,898
 Loans payable                                                            4,125,295             3,537,671
 Prepaid fees                                                            54,285,960            47,126,199
 Debentures                                                             115,577,776           125,485,201
 Other liabilities                                                        8,689,580            12,839,258
 Liabilities related to separate accounts                               701,163,252           722,262,819
                                                                     --------------        --------------
  TOTAL LIABILITIES                                                   3,218,190,796         2,731,091,450
                                                                     --------------        --------------

SHAREHOLDERS' EQUITY
 Common Shares - Authorized 180,000,000  (par value $0.01)
            Issued 43,705,464 (1998 - 42,205,596)                           437,055               422,056
 Additional paid-in capital                                             139,509,706           114,916,045
 Accumulated other comprehensive (loss) income                           (9,979,323)            4,456,781
 Retained earnings                                                      256,432,718           223,371,116
                                                                     --------------        --------------
 Total Shareholders' Equity                                             386,400,156           343,165,998
                                                                     --------------        --------------
 Total Liabilities & Shareholders' Equity                            $3,604,590,952        $3,074,257,448
                                                                     ==============        ==============
</TABLE>

(a)  Prior period results have been restated to reflect a pooling of interests
     following the acquisition of Captive Resources, Inc.

     See Accompanying Notes to Unaudited Consolidated Financial Statements

                                      -4-
<PAGE>

                  MUTUAL RISK MANAGEMENT LTD. AND SUBSIDIARIES
                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                             Nine Months Ended Sept. 30,
NET CASH FLOW FROM OPERATING ACTIVITIES                                      1999                 1998(a)
<S>                                                                <C>                  <C>
 Net income                                                             $  42,255,262        $  48,363,461
 Items not affecting cash:
 Depreciation                                                               5,413,141            4,400,263
 Amortization of investments                                                 (454,717)          (1,316,067)
 Net loss on sale of investments                                            3,607,825               95,583
 Other investment gains                                                      (360,916)            (599,114)
 Amortization of convertible debentures                                     4,512,975            4,966,955
 Deferred tax benefit                                                         635,181            1,249,778
 Other items, net                                                           1,522,817              794,581
Net changes in non-cash balances relating to operations:
 Accounts receivable                                                     (137,788,236)         (91,572,165)
 Reinsurance receivables                                                 (381,315,879)        (127,457,802)
 Investment income due and accrued                                          1,500,930           (2,818,125)
 Deferred expenses                                                         (7,097,207)             676,805
 Prepaid reinsurance premiums                                             (57,479,816)         (38,947,360)
 Other assets                                                              (2,121,864)           3,707,398
 Reserve for losses and loss expenses                                     396,945,597          137,707,934
 Prepaid fees                                                               7,159,761            4,942,204
 Reserve for unearned premium                                              75,852,133           45,833,555
 Accounts payable                                                          57,776,286           40,669,945
 Taxes payable                                                                630,215            2,047,200
 Accrued expenses                                                              82,392            2,742,463
 Other liabilities                                                         (4,738,379)           2,319,958
                                                                        -------------        -------------
NET CASH FROM OPERATING ACTIVITIES                                          6,537,501           37,807,450
                                                                        -------------        -------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Proceeds from sale of investments - Available for sale                    71,891,067           79,179,129
 Proceeds from maturity of investments - Available for sale                43,724,933           48,139,858
 Fixed assets purchased                                                   (11,646,663)          (7,236,134)
 Investments purchased - Available for sale                              (105,698,261)        (216,845,134)
 Acquisitions and other investments                                           (47,330)         (16,666,529)
 Proceeds from sale of other investments                                      576,522            2,928,891
 Other items, net                                                              47,417                2,580
                                                                        -------------        -------------
NET CASH APPLIED TO INVESTING ACTIVITIES                                   (1,152,315)        (110,497,339)
                                                                        -------------        -------------
CASH FLOWS FROM FINANCING ACTIVITIES
 Loan repayment & interest received                                                 -              388,683
 Loan received                                                                587,624            1,365,404
 Proceeds from shares issued                                               10,175,761            5,582,113
 Claims deposit liabilities                                                (6,821,481)          (4,921,270)
 Pension fund reserves                                                     (9,956,511)          87,908,453
 Dividends paid                                                            (8,604,959)          (7,526,909)
                                                                        -------------        -------------
NET CASH (APPLIED TO) FROM FINANCING  ACTIVITIES                          (14,619,566)          82,796,474
                                                                        -------------        -------------
 Net (decrease) increase in cash and cash equivalents                      (9,234,380)          10,106,585
 Cash and cash equivalents at beginning of period                         117,422,652           82,706,146
                                                                        -------------        -------------
Cash and cash equivalents at end of period                              $ 108,188,272        $  92,812,731
                                                                        =============        =============
Supplemental cash flow information:
 Interest paid                                                          $     147,816        $     162,639
                                                                        =============        =============
 Income taxes paid, net                                                 $   3,217,167        $   5,622,774
                                                                        =============        =============
</TABLE>

(a)  Prior period results have been restated to reflect a pooling of interests
  following the acquisition of Captive Resources, Inc., CompFirst, Inc. and the
  International Advisory Services Group of Companies.

     See Accompanying Notes to Unaudited Consolidated Financial Statements

                                      -5-
<PAGE>

                  MUTUAL RISK MANAGEMENT LTD. AND SUBSIDIARIES

      UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                                       COMMON
                                                          CHANGE IN                    SHARE       DIVIDEND
                               OPENING       SHARES      UNREALIZED        NET       DIVIDENDS     ACQUIRED      CLOSING
                               BALANCE       ISSUED      (LOSS) GAIN (1)  INCOME     DECLARED (2) COMPANIES (3)  BALANCE
<S>                          <C>           <C>          <C>            <C>          <C>           <C>         <C>
NINE  MONTHS ENDED  SEPT.  30, 1999
-----------------------------------

Common Shares                $    422,056  $    14,999  $          -   $         -  $         -   $       -   $    437,055
Additional paid-in capital    114,916,045   24,593,661             -             -            -           -    139,509,706
Accumulated other
comprehensive income (loss)     4,456,781            -   (14,436,104)            -            -           -     (9,979,323)
Retained earnings             223,371,116            -             -    42,255,262   (8,302,724)   (890,936)   256,432,718
                             ------------  -----------  ------------   -----------  -----------   ---------   ------------
TOTAL SHAREHOLDERS' EQUITY
AT SEPT. 30, 1999            $343,165,998  $24,608,660  $(14,436,104)  $42,255,262  $(8,302,724)  $(890,936)  $386,400,156
                             ============  ===========  ============   ===========  ===========   =========   ============

YEAR ENDED DECEMBER 31, 1998 (4)(5)
-----------------------------------

Common Shares                  $    398,795  $    23,261  $      -  $         -  $         -   $         -   $    422,056
Additional paid-in capital       89,339,040   25,577,005         -            -            -             -    114,916,045
Accumulated other comprehensive
 income                           4,035,397            -   421,384            -            -             -      4,456,781
 Retained earnings              169,801,514            -         -   64,527,198   (8,827,418)   (2,130,178)   223,371,116
                               ------------  -----------  --------  -----------  -----------   -----------   ------------
TOTAL SHAREHOLDERS' EQUITY
AT DECEMBER 31, 1998           $263,574,746  $25,600,266  $421,384  $64,527,198  $(8,827,418)  $(2,130,178)  $343,165,998
                               ============  ===========  ========  ===========  ===========   ===========   ============
</TABLE>
(1)  Net of reclassification adjustment, net of tax (See Note 2).

(2)  Dividend per share amounts were $.18 and $.21 for the nine months ended
     September 30, 1999 and the year ended December 31, 1998, respectively.

(3)  Prior to the mergers, International Advisory Services and Captive Resources
     paid dividends of $1.12 and $.84 in 1998 and 1999 respectively based on the
     equivalent number of Common Shares that would have been outstanding on the
     dividend dates after giving effect to the pooling of interests.

(4)  Prior period results have been restated to reflect a pooling of interests
     following the acquisition of Captive Resources, Inc.

(5)  See Note 3.



     See Accompanying Notes to Unaudited Consolidated Financial Statements

                                      -6-
<PAGE>

                 MUTUAL RISK MANAGEMENT LTD. AND SUBSIDIARIES

             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                              SEPTEMBER 30, 1999


1. INTERIM ACCOUNTING POLICY

   In the opinion of management of the Company, the accompanying unaudited
consolidated financial statements include all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the financial position
of the Company and the results of operations and cash flows for the quarter and
nine months ended September 30, 1999 and 1998.  Although the Company believes
that the disclosure in these financial statements is adequate to make the
information presented not misleading certain information and footnote
information normally included in financial statements prepared in accordance
with generally accepted accounting principles has been condensed or omitted
pursuant to the rules and regulations of the Securities and Exchange Commission.
Results of operations for the quarter and nine months ended September 30, 1999
are not necessarily indicative of what operating results may be for the full
year.

2. COMPREHENSIVE INCOME

Statement 130 requires unrealized gains or losses on the Company's available for
sale investments, to be included in Other comprehensive income.
<TABLE>
<CAPTION>

                                          Nine Months ended Sept. 30, 1999                    Quarter ended Sept. 30, 1999
(In thousands)                         Before tax                   Net of tax          Before tax                     Net of tax
                                         Amount         Tax           Amount              Amount            Tax          Amount
                                       -----------  -----------  -----------------  ------------------  ------------  -------------
<S>                                    <C>          <C>          <C>                <C>                 <C>           <C>
Net unrealized losses on available
 for sale investments arising during
 the period.                             $(22,468)      $4,661           $(17,807)            $(6,864)       $1,259        $(5,605)
Reclassification adjustment
 for losses realized in net income          3,608         (237)             3,371               2,215          (221)         1,994
                                         --------       ------           --------             -------        ------        -------
Other comprehensive income               $(18,860)      $4,424           $(14,436)            $(4,649)       $1,038        $(3,611)
                                         ========       ======           ========             =======        ======        =======


                                          Nine Months ended Sept. 30, 1999                    Quarter ended Sept. 30, 1999
(In thousands)                         Before tax                   Net of tax          Before tax                     Net of tax
                                         Amount         Tax           Amount              Amount            Tax          Amount
                                       -----------  -----------  -----------------  ------------------  ------------  -------------
<S>                                    <C>          <C>          <C>                <C>                 <C>           <C>
Net unrealized gains on available for
sale investments arising during the
 period.                                 $    397       $ (191)          $    206             $ 2,733        $ (841)       $ 1,892
Reclassification adjustment
 for losses (gains) realized in
 net income                                 1,597         (562)             1,035                (109)           19            (90)
                                         --------       ------           --------             -------        ------        -------
Other comprehensive income               $  1,994       $ (753)          $  1,241             $ 2,624        $ (822)       $ 1,802
                                         ========       ======           ========             =======        ======        =======

</TABLE>

                                      -7-
<PAGE>

3.   ACQUISITIONS

On March 1, 1999, the Company acquired Captive Resources, Inc. ("CRI") in a
business combination accounted for as a pooling of interests.  CRI became a
wholly owned subsidiary of the Company through the exchange of 1,058,766 Common
Shares for 100% of its outstanding stock.

<TABLE>
<CAPTION>

(In thousands)                                 Quarter  ended  Nine Months ended
                                               Sept. 30, 1998   Sept. 30, 1998
                                               --------------  -----------------
<S>                                            <C>             <C>
Revenues
MRM (1)                                               $70,718           $204,453
Acquired company                                        2,217              6,110
                                                      -------           --------
As restated                                           $72,935           $210,563
                                                      =======           ========

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS
MRM (1)                                               $16,426           $ 46,821
Acquired company                                          671              1,542
                                                      -------           --------
As restated                                           $17,097           $ 48,363
                                                      =======           ========

(1)  As previously-reported in footnote 19 of the December 31, 1998 Form 10-K.


Shareholders' equity at January 1, 1998 was restated as follows:

(In thousands)                As previously  Acquired   As restated
                                reported      company

Common shares                      $    388      $ 11      $    399
Additional paid-in capital           89,349       (10)       89,339
Accumulated other
comprehensive income                  4,035         -         4,035
Retained earnings                   169,517       285       169,802
                                   --------      ----      --------
Total shareholders' equity         $263,289      $286      $263,575
                                   ========      ====      ========
</TABLE>

                                      -8-
<PAGE>

<TABLE>
<CAPTION>
  4.       SEGMENT INFORMATION                              QUARTER ENDED SEPT ENDED SEPT 30,       NINE MONTHS ENDED SEPT 30,
           (In thousands)                                           1999          1998               1999              1998
REVENUE
<S>                                                          <C>              <C>               <C>               <C>
           Program Business                                       $ 26,806       $24,278           $ 75,761          $ 60,021
           Corporate Risk Management                                10,608        11,463             37,436            38,856
           Specialty Brokerage                                       3,274         2,299              9,715             6,757
           Financial Services                                        5,009         3,946             14,063            10,063
           Underwriting                                             50,553        24,187            139,570            73,993
           Net investment income(1)                                  6,361         6,637             21,995            20,703
           Other                                                        12           125               (207)              170
                                                           -----------------------------    ---------------------------------
           Total                                                  $102,623       $72,935           $298,333          $210,563
                                                           -----------------------------    ---------------------------------

INCOME BEFORE INCOME TAXES AND MINORITY INTEREST

           Program Business                                       $  7,915       $10,578           $ 25,415          $ 24,332
           Corporate Risk Management                                 2,964         4,160             14,064            16,079
           Specialty Brokerage                                       1,074           609              3,866             1,738
           Financial Services                                          352           139                701                31
           Underwriting                                            (14,405)         (722)           (16,594)           (1,686)
           Net investment income(2)                                  4,824         4,952             17,334            15,573
           Other                                                      (659)         (406)            (2,202)           (1,167)
                                                           -----------------------------    ---------------------------------
           Total                                                  $  2,065       $19,310           $ 42,584          $ 54,900
                                                           -----------------------------    ---------------------------------

</TABLE>

  The subsidiaries' accounting records do not capture information by reporting
  segment sufficient to determine identifiable assets by such reporting
  segments.

(1)  Net of realized capital gains and losses.
(2)  Net of realized capital gains and losses and interest expense.

5.  SUBSEQUENT EVENTS

The Board of Directors, on October 5, 1999, approved a stock repurchase program
to purchase up to three million of its outstanding Common Shares. On October 27,
1999, the Board of Directors authorized the repurchase of an additional two
million shares. As of November 10, 1999, a total of 2,634,900 shares has been
repurchased at an average price of $12.43.


                                      -9-
<PAGE>

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

RESULTS OF OPERATIONS

FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

The results of operations for the quarter and nine months ended September 30,
1999 reflect slower growth and lower margins in the Program Business segment
during the quarter.  Net income available to common shareholders, excluding
previously announced provisions for losses on terminated programs, amounted to
$50.3 million or $1.00 per Common Share on a diluted basis for the nine months
ended September 30, 1999, representing a decrease of 6% on a per share basis
over the corresponding period as shown in the tables below.

<TABLE>
<CAPTION>
TABLE 1 - EARNINGS PER SHARE
                                                          THIRD QUARTER TO SEPTEMBER 30,
                                                         1999                      1998    (a)
                                                -------------------           -----------------
                                                      ($ thousands except per share data)

                                                        PER                           PER
                                                   COMMON SHARE                 COMMON SHARE
                                                -------------------           -----------------
<S>                                    <C>      <C>      <C>         <C>      <C>      <C>
                                                 BASIC    DILUTED              BASIC   DILUTED
Net income available to
 Common Shareholders                   $ 5,361  $  0.12    $  0.12   $17,097  $  0.41  $  0.37
Provisions - net of tax                  8,003     0.19       0.18         -        -        -
                                       -------  -------    -------   -------  -------  -------
                                       $13,364  $  0.31    $  0.30   $17,097  $  0.41  $  0.37
                                       =======  =======    =======   =======  =======  =======
Average number of
 shares outstanding (000's)                      43,583     44,452(b)          41,731   50,440
                                                -------    -------            -------  -------


                                                         NINE MONTHS ENDED SEPTEMBER 30,
                                                         1999                      1998    (a)
                                                -------------------           -----------------
                                                      ($ thousands except per share data)

                                                        PER                            PER
                                                   COMMON SHARE                 COMMON SHARE
                                                -------------------           -----------------
                                                 BASIC    DILUTED              BASIC   DILUTED
Net income available to
 Common Shareholders                   $42,255  $  0.98    $  0.93   $48,363  $  1.18  $  1.06

Provisions - net of tax                  8,003     0.18       0.07         -        -        -
                                       -------  -------    -------   -------  -------  -------
                                       $50,258  $  1.16    $  1.00   $48,363  $  1.18  $  1.06
                                       =======  =======    =======   =======  =======  =======
Average number of
 shares outstanding (000's)                      43,214     50,398             41,026   50,153
                                                -------    -------            -------  -------
</TABLE>
(a)  Prior period results have been restated to reflect a pooling of interests
     following the acquisitions of Captive Resources, Inc., CompFirst, Inc. and
     the International Advisory Services Group of Companies.
(b)  Excludes the conversion of Convertible Debentures which have an anti-
     dilutive effect.


Total revenues amounted to $102.6 million and $298.3 million for the quarter and
nine months ended September 30, 1999 representing increases of 41% and 42% over
the corresponding 1998 periods.  Table II shows the major components of Revenues
for these periods.

                                      -10-
<PAGE>

<TABLE>
<CAPTION>
TABLE II - REVENUES

                                                     PERIODS TO SEPTEMBER 30,
                                                         (In thousands)
                                        THIRD QUARTER                    NINE MONTHS
                                       1999      1998  INCREASE        1999       1998   INCREASE
                                   --------   -------  --------    --------   --------   --------
<S>                                <C>        <C>      <C>         <C>        <C>        <C>
Fee income                         $ 45,697    41,986         9%   $136,975   $115,697         18%
Premiums earned                      50,553    24,187       109%    139,570     73,993         89%
Net investment income                 8,556     6,579        30%     25,219     21,802         16%
Realized capital (losses) gains      (2,195)       58        NM      (3,224)    (1,099)        NM
Other income (losses)                    12       125       (90%)      (207)       170       (222%)
                                   --------   -------              --------   --------

Total                              $102,623   $72,935        41%   $298,333   $210,563         42%
                                   ========   =======              ========   ========
</TABLE>
Fee income grew by 9% in the third quarter to $45.7 million and 18% to $137.0
million for the first nine months of 1999, as compared to $42.0 million and
$115.7 million respectively in 1998.

SEGMENT ANALYSIS

The components of Fee income by business segment are illustrated in Table III.

TABLE III - FEE INCOME BY BUSINESS SEGMENT
<TABLE>
<CAPTION>

                                              PERIODS TO SEPTEMBER 30,
                                                   (In thousands)
                             THIRD QUARTER                   NINE MONTHS
                             1999     1998     INCREASE     1999      1998     INCREASE
                            -------  -------  ----------  --------  --------  ----------
<S>                         <C>      <C>      <C>         <C>       <C>       <C>

Program business fees       $26,806  $24,278        10%   $ 75,761  $ 60,021        26%
Corporate risk
  management fees            10,608   11,463        (7%)    37,436    38,856        (4%)
Specialty brokerage fees      3,274    2,299        42%      9,715     6,757        44%
Financial services fees       5,009    3,946        27%     14,063    10,063        40%
                            -------  -------              --------  --------

Total                       $45,697  $41,986         9%   $136,975  $115,697        18%
                            =======  =======              ========  ========
</TABLE>

PROGRAM BUSINESS

Program Business involves replacing traditional insurers and acting as a conduit
between producers of specialty books of business and reinsurers wishing to write
that business. The segment accounted for 59% of total Fee Income in the quarter
and 55% for the first nine months of 1999 compared to 58% and 52% in the
corresponding 1998 periods. Fees from Program Business increased 10% in the
third quarter to $26.8 million and 26% to $75.8 million in the first nine months
as compared to $24.3 million and $60.0 million respectively in 1998.  Profit
margins declined to 30% for the quarter and 34% for the nine months of 1999,
down from 44% for the third quarter of 1998 and 41% for the nine months ending
September 30, 1998.  The decline in the Program Business growth rate and margins
in the quarter was due to the continued decline in premium rates, especially at
the Company's underwriting management subsidiary, Small Business Underwriters,
which was hurt by increased competition and lower rates. In Massachusetts, an
important state for SBU, workers' compensation rates declined by 20% effective
September 1, 1999.

                                      -11-
<PAGE>

Gross premiums written increased 39% to $850.8 million for the first nine months
of 1999 as compared to $614.1 million in 1998, primarily as a result of the
continued growth within the Program Business segment.  Program Business
generally involves greater premium volume per unit than Corporate Risk
Management business. Premiums earned increased 109% to $50.6 million in the
third quarter and increased 89% to $139.6 million in the first nine months of
1999, as compared to $24.2 million and $74.0 million in the corresponding 1998
periods. The increases in Premiums earned were also due to the continued growth
of the Program Business segment.

CORPORATE RISK MANAGEMENT

Corporate Risk Management, the Company's original business segment, involves
providing services to businesses and associations seeking to insure a portion of
their risk in a loss sensitive Alternative Market structure.  This segment
accounted for 23% of total Fee income in the third quarter and 28% for the first
nine months of 1999, down from 27% and 33% in the corresponding 1998 periods.
Corporate Risk Management fees decreased by 7% in the third quarter to $10.6
million, and by 4% in the first nine months to $37.4 million, reflecting the
continuation of the soft insurance market cycle for commercial risks.  Profit
margins dropped to 28% in the third quarter compared to 36% in the third quarter
of 1998 and decreased to 38% for the first nine months of 1999 from 41% in the
first nine months of 1998.

SPECIALTY BROKERAGE

The Company's Specialty Brokerage business segment provides access to
Alternative Risk Transfer insurers and reinsurers in Bermuda and Europe.  The
segment produced $3.3 million of total Fee income in the third quarter and $9.7
million in the first nine months of 1999, representing 7% of total Fee income in
both the third quarter and first nine months of 1999.  Specialty Brokerage fees
grew by 42% in the third quarter and 44% in the first nine months of 1999 as a
result of increased business placed in Bermuda and London.  Profit margins
increased to 33% in the third quarter, and to 40% for the first nine months from
26% in both of the corresponding 1998 periods as a result of the increased
revenues.

FINANCIAL SERVICES

Financial Services, the Company's newest business segment, provides
administrative services to offshore mutual funds and other companies and offers
a proprietary family of mutual funds as well as asset accumulation life
insurance products for the high net worth market.  The segment accounted for 11%
of total Fee income for the third quarter and 10% for the nine months of 1999.
Fees from Financial Services increased in the quarter by 27% to $5.0 million,
and by 40% to $14.1 million for the nine months, primarily as a result of an
increase in the number of mutual funds under administration from 193 at
September 30, 1998 to 245.  Profit margins in the Financial Services segment
have been adversely affected in 1998 and 1999 by the previously announced
revised executive incentive plan and staff expansion costs to service new
business, but increased to 7% in the third quarter and 5% for the first nine
months of 1999.  Excluding the effect of the revised executive incentive plan,
the profit margins in this segment would have been 17% for the quarter and 16%
for the nine months as compared to 16% and 15% for the corresponding 1998
periods.

INVESTMENT INCOME

Gross investment income increased by $0.9 million or 4% to $26.6 million in the
first nine months of 1999 over the corresponding 1998 period as a result of an
increase in the yield on invested assets.

Net investment income increased by 30% to $8.6 million in the third quarter and
by 16% to $25.2 million for the first nine months.  The increase in Investment
income is due to the inclusion of investment income from one of the Company's
programs accounted for as Claims deposit liabilities, which added $1.8 million
in the quarter and $2.8 million for the first nine months of 1999.  Investment
yields excluding this income were 6.0% in the third quarter and 6.8% for the
first nine months of 1999 as compared to 6.3%

                                      -12-
<PAGE>

and 7.0% in 1998. The increase in Investment income was offset by Realized
capital losses in the portfolio.

<TABLE>
<CAPTION>
TABLE IV - EXPENSES
                                                TOTAL EXPENSES
                                           PERIODS TO SEPTEMBER 30,
                                               (In thousands)
                           Third Quarter                   Nine Months
                           1999     1998     INCREASE     1999      1998    INCREASE
                         --------  -------  ----------  --------  --------  ---------
<S>                      <C>       <C>      <C>         <C>       <C>       <C>
Operating expenses       $ 33,392  $26,500        26%   $ 92,929  $ 73,517        26%
Total insurance costs      64,958   24,909       161%    156,164    75,679       106%
Interest expense            1,537    1,685        (9%)     4,661     5,130        (9%)
Other expenses                671      531        26%      1,995     1,337        49%
                         --------  -------              --------  --------

Total                    $100,558  $53,625        88%   $255,749  $155,663        64%
                         ========  =======              ========  ========
</TABLE>

Operating expenses increased 26% to $33.4 million for the quarter, compared to
$26.5 million in the third quarter of last year, and increased 26% to $92.9
million for the first nine months of 1999, compared to $73.5 million in the
first nine months of 1998.  The increase in Operating expenses is attributable
to growth in personnel and other expenses resulting from the increased business
as well as recent acquisitions.  Excluding these acquisitions, the increase in
operating expenses would have been 25% for the third quarter and 22% for the
nine months over the corresponding 1998 periods.

The fluctuations in Total insurance costs are typically the direct result of the
fluctuations in Premiums earned during the relevant period. However, total
insurance costs during the third quarter exceeded the increase in Premiums
earned. During the quarter, the Company established a provision related to net
losses incurred on a number of terminated programs of $8 million net of tax or
$0.18 per diluted share. This provision is net of a reinsurance recovery of
$14.7 million under a contingency excess of loss policy. This resulted in a
$12.3 million increase in Losses and loss expenses incurred during the quarter
offset by a $4.3 million reduction in Income taxes.

The effective tax rate was (159.8%) in the quarter and 0.8% for the nine months
compared to 11.7% and 12.0% in the corresponding 1998 periods.  The decreases in
the rates are due mainly to an increase in earnings outside of the United
States, a restructuring of the taxable entities in both the United States and
Europe and a reduction in taxes due to the provision on net losses incurred
established during the quarter.

LIQUIDITY AND CAPITAL RESOURCES

Total assets increased to $3.6 billion at September 30, 1999 from $3.1 billion
at December 31, 1998.  Assets held in separate accounts which are principally
managed assets attributable to participants in the Company's IPC Programs
accounted for approximately 19% of Total assets at September 30, 1999 and 23% at
December 31, 1998.  Total Shareholders' equity increased to $386 million at
September 30, 1999 from $343 million at December 31, 1998 primarily as a result
of Net income in the nine months and the issuance of Common Shares offset by the
payment of dividends. Return on equity, excluding provisions for losses on
terminated programs, was 18% for the first nine months of 1999.

Cash flow from operations has historically provided the Company its principal
source of liquidity.  Cash flow was positive in the nine months and in the
quarter and improved from the first and second quarters where negative cash flow
resulted from the Company's Program Business segment not producing the expected
levels of cash flow.  The Company believes it will continue to show positive
cash flow for the remainder of the year and will be able to meet its liquidity
requirements.

                                      -13-
<PAGE>

IMPACT OF THE YEAR 2000 ISSUE

The Company began assessing the impact of the Year 2000 issue on its computer
hardware and software systems in 1997.  Certain systems have been identified for
replacement before year-end 1999 due to normal business requirements.  The
replacement systems have been assessed for Year 2000-related problems and
remediation is now complete.  As of September 30, 1999, the Company's historical
Year 2000 remediation costs have not been material and total costs are not
expected to exceed $.5 million.  The Company's lack of legacy systems is
fortunate, most of its applications are PC databases, some networked but most
from a programming stand point, easily corrected.  As of this disclosure date,
management has not identified any hardware or software computer system within
the Company with a significant Year 2000 compliance problem that is expected to
have a materially adverse effect on the Company's financial condition or results
of operations.  As the Company regularly updates its hardware and software the
pure additional cost for Year 2000 compliance should not be material.

The Company continues to assess the Year 2000 compliance of its critical
business operations and products that could potentially be affected by the Year
2000 problem.  The purpose of this review is to determine what impact, if any,
the Year 2000 issue may have on the Company and its significant customers,
suppliers, and others, and whether that impact will be material to the Company's
financial condition or results of operations.  The Company has contacted its
critical customers, reinsurance intermediaries, managing general agents,
suppliers, and others to determine the nature and extent of their Year 2000
compliance efforts and to assess whether their failure to resolve their own Year
2000 issues would have a material adverse affect on the Company's financial
condition or results of operations.  Based on these assessments, management will
take such further action as they deem appropriate including, but not limited to,
the development of contingency plans.

The extent to which the Company's financial condition or results of operations
may be materially affected by the Year 2000 problems of third parties depends on
a variety of factors including, but not limited to, whether these third parties
can resolve their own Year 2000 issues; whether their remediated systems remain
compatible with the Company's systems; and the nature and extent to which the
Company's systems may be affected by the third party's non compliant systems.
Significant failures of certain essential services including, but not limited
to, the telecommunications, utility, banking, securities, and transportation
industries, due to their own Year 2000 problems are generally beyond the
Company's control and could have an adverse material impact on the Company's
financial condition or results of operations.


SAFE HARBOR DISCLOSURE FOR FORWARD-LOOKING STATEMENTS

In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995 (the "1995 Act"), the Company sets forth below
cautionary statements identifying important factors that could cause the
Company's actual results to differ materially from those which might be
projected, forecasted, or estimated or otherwise implied in the Company's
forward-looking statements, as defined in the 1995 Act, made by or on behalf of
the Company in press releases, written statements or documents filed with the
Securities and Exchange Commission, or in its communications and discussions
with investors and analysts in the normal course of business through meetings,
telephone calls and conference calls.  Such statements may include, but are not
limited to, projections of Fee income, Premiums earned, Net investment income,
Other income, Losses and loss expenses incurred, Acquisition costs, Operating
expenses, Other expenses, earnings (including earnings per share), cash flows,
plans for future operations, Shareholders' equity, financing needs, capital
plans, dividends, plans relating to products or services of the Company, and
estimates concerning the effects of litigation or other disputes, as well as
assumptions for any of the foregoing and are generally expressed with words such
as "believes", "estimates", "expects", "anticipates", "could have", "may have",
and similar expressions.

                                      -14-
<PAGE>

Forward-looking statements are inherently subject to risks and uncertainties.
The Company cautions that factors which may cause the Company's results to
differ materially from such forward-looking statements include, but are not
limited to, the following: (a) Changes in the level of competition in the
reinsurance or primary insurance markets that adversely affect the volume or
profitability of the Company's business.  These changes include, but are not
limited to, the intensification of price competition, the entry of new
competitors, existing competitors exiting the market, and the development of new
products by new and existing competitors; (b) Changes in the demand for
reinsurance, including changes in ceding companies' retentions, and changes in
the demand for primary and excess and surplus lines insurance coverages; (c) The
ability of the Company to execute its business strategies and its reliance on
key personnel; (d) Adverse development on claims and claims expense liabilities
related to business and the failure of clients, reinsurers or others to meet
their obligations to the Company in connection with such losses.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     No material change from the disclosure set forth in the Company's Form 10-K
     for the year ended December 31, 1998.

                                      -15-
<PAGE>

PART II - OTHER INFORMATION


ITEM 5.  Other Information

The Board of Directors, on October 5, 1999, approved a stock repurchase program
to purchase up to three million of its outstanding Common Shares.  On October
27, 1999, the Board of Directors authorized the repurchase of an additional two
million shares.  As of November 10, 1999, a total of 2,634,900 shares has been
repurchased at an average price of $12.43.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     A.  EXHIBIT 11 - Computation of Net Earnings Per Common Share and Common
         Share Equivalents.

         Exhibit 27 - Financial Data Schedule

         27  Current quarter ended September 30, 1999.


     B.  Reports on Form 8-K.  No reports on Form 8-K were filed during the
         three month period ended September 30, 1999.

                                      -16-
<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.



                               MUTUAL RISK MANAGEMENT LTD.



                               /s/ James C. Kelly
                               ___________________________________________
                               JAMES C. KELLY
                               SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER
                               AND AUTHORIZED SIGNATORY

DATE:  NOVEMBER 12, 1999



                                      -17-