S-8

	As filed with the Securities and Exchange Commission on May 16, 1996.
	Registration No. 33-_____          
	

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C.  20549
	                              
	Form S-8

	REGISTRATION STATEMENT
	UNDER
	THE SECURITIES ACT OF 1933


	         ALEXANDER & ALEXANDER SERVICES INC.         
	(Exact name of registrant as specified in its charter)

           MARYLAND              				    52-0969822	
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

	1185 Avenue of the Americas, New York, New York  10036
	(Address of Principal Executive Offices)    (Zip Code)

	ALEXANDER & ALEXANDER SERVICES INC.
	WORLDWIDE EMPLOYEE SAVINGS-RELATED STOCK PURCHASE 
PLAN
	(Full title of the plan)

	ALBERT A. SKWIERTZ, JR., ESQ.
	Senior Vice President and General Counsel
	Alexander & Alexander Services Inc.
	1185 Avenue of the Americas
	New York, New York  10036
(212) 840-8500
(Name, address, telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective

	CALCULATION OF REGISTRATION FEE
	
	Title of		Proposed	Proposed
	Securities to	       Amount       Maximum     	  Maximum	       Amount of
	Be Registered:	      to be        Offering Price Aggregate	     Registration
	Common Stock        Registered:   Per Share (2):	Offering Price:	Fee:
	($1.00 Par Value)(1)	750,000 shs.	$19.625       	$14,718,750	    $5,076
	

(1)	Includes the preferred share purchase rights associated with the Common 
Stock.

(2)	Estimated solely for the purpose of determining the registration fee 
pursuant to Rule 457(h).  The proposed maximum offering price per share is 
based upon the average of the high and low prices for the stock on the New 
York Stock 
Exchange on May 10, 1996.




PART I.	INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

		The information required by Part I is included in documents that will be 
sent or given to participants in the Alexander & Alexander Services Inc. 
Worldwide Employee Savings-Related Stock Purchase Plan, (the "Worldwide 
Purchase Plan") pursuant to Rule 428(b)(1).  It is the intention of 
Alexander & Alexander Services Inc. (the "Company") that shares registered 
pursuant to this Registration Statement will be offered to employees of the 
Company and its subsidiaries located outside the United States.  Such 
documents are not being filed with the Securities and Exchange Commission 
(the "Commission") either as part of this Registration 
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

PART II.	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

	Item 3.	Incorporation of Documents by Reference.

		Incorporated by reference in this Registration Statement are the following 
documents heretofore filed by Alexander & Alexander Services Inc. 
(the "Company") with the Securities and Exchange Commission 
(the "Commission") pursuant to the Securities Act of 1933, 
as amended (the "Securities Act") and the Securities Exchange Act of 1934, 
as amended (the "Exchange Act"):

(a)The Company's latest annual report filed pursuant to 
Sections 13(a) or 15(d) of the Exchange Act;

(b)All other reports filed pursuant to Section 13 or 15(d) of the 
Securities Exchange Act of 1934 since the end of the last fiscal year for 
which financial statements were included in the report referred to in (a) 
above; and

		(c)	The description of the Company's Common Stock, $1.00 par value and 
the description of the Rights to Purchase Series A Junior Participating 
Preferred Stock, $1.00 par value, each contained in a registration 
statement filed under the Exchange Act, and any amendment or report 
filed for the purpose of updating such description.

		All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 
15(d) of the Securities Exchange Act of 1934, as amended, prior to the 
filing of a post-effective amendment which indicates that all securities 
offered hereby have been sold or which deregisters all securities remaining 
unsold, shall be deemed to be incorporated by reference herein and to be 
a part hereof from the date of the filing of such documents.

	Item 4.	Description of Securities.

		Not Applicable.

	Item 5.	Interests of Named Experts and Counsel.

		Albert A. Skwiertz, Jr., Esq., whose opinion with respect to the validity 
of the securities being registered is an exhibit to this Registration 
Statement, is Senior Vice President and General Counsel of the Company.  
Mr. Skwiertz is not eligible to be a participant in the 
Worldwide Purchase Plan.  Mr. Skwiertz owns no shares directly or 
indirectly of the Company's Common Stock and holds options for 43,500 shares
of Common Stock.  In addition, 1,556 shares of Common Stock are attributed 
to Mr. Skwiertz's account under the Thrift Plan.




	Item 6.	Indemnification of Directors and Officers.

Section 2-418 of the Maryland General Corporation Law establishes provisions 
whereby a Maryland corporation may indemnify any director or officer made 
party to an action or proceeding by reason of service in that capacity, 
against judgments, penalties, fines, settlements and reasonable expenses 
incurred in connection with such action or proceeding unless it is 
proved that the director or officer (i) acted in bad faith or with active 
and deliberate dishonesty; (ii) actually received an improper personal 
benefit in money, property or services; or (iii) in the case of a criminal 
proceeding had reasonable cause to believe that his act was unlawful.  
However, if the proceeding is a derivative suit in favor of the corporation, 
indemnification may not be made if the individual is adjudged to be liable 
to the corporation.  In no case may indemnification be made until a 
determination has been reached that the director or officer has 
met the applicable standard of conduct.  Indemnification for reasonable 
expenses is mandatory if the director or officer has been successful on the 
merits or otherwise in the defense of any action or proceeding covered by 
the indemnification statute.  The statute also provides for indemnification 
of directors and officers by court order.  The indemnification provided or 
authorized in the indemnification statute does not preclude a corporation 
from extending other rights (indemnification or otherwise) to directors and 
officers.

The Company's Bylaws provide for indemnification of any person who is 
serving or has served as a director or officer of the Company, against all 
liabilities and expenses incurred in connection with any action, suit or 
proceeding arising out of such service to the full extent permitted under 
Maryland law.

The Company currently maintains policies of insurance under which the 
Company and the directors and officers of the Company are insured, within 
the limits of the policies, against certain expenses in connection with the 
defense of actions, suits or proceedings, and certain liabilities which 
might be imposed as a result of such actions, suits or proceedings, to 
which directors and officers of the Company are parties by reason of being 
or having been such directors or officers.

	Item 7.	Exemption from Registration Claimed.

		Not Applicable.

	Item 8.	Exhibits.

		Exhibit
		Number		Exhibit Title


4.1  Amended and Restated Articles of Incorporation of the 
				 Company (incorporated herein by reference to the Company's 
				 Annual Report on Form 10-K for the year ended December 
				 31, 1991).

4.2  Articles of Amendment, dated July 15, 1994, to the Articles 
			  of Incorporation of the Company (incorporated herein by 
				 reference to the Company's Report on Form 10-Q for the 
				 quarter ended June 30, 1994).

4.3  Articles Supplementary of the Company, dated March 18, 
			  1993 relating to the $3.625 Series A Convertible Preferred 
				 Stock (incorporated herein by reference to the Company's 
				 Annual Report on Form 10-K for the year ended December 
			  31, 1992).

4.4  Articles Supplementary of the Company, dated July 15, 1994 
			  relating to the 8% Series B Cumulative Convertible Preferred 
				 Stock (incorporated herein by reference to the Company's 
				 Report on Form 10-Q for the quarter ended June 30, 1994).

4.5  Articles Supplementary of the Company, dated July 15, 1994 
				 relating to the Series A Junior Participating Preferred Stock 
				 (incorporated herein by reference to the Company's Report on 
				 Form 10-Q for the quarter ended June 30, 1994).

4.6  Amended and Restated Bylaws of the Company dated as of 
				 October 24, 1995 (incorporated herein by reference to the 
				 Company's Annual Report on Form 10-K for the year ended 
				 December 31, 1995).

4.7  Rights Agreement dated as of June 11, 1987, amended and 
   		restated as of March 27, 1990, between the Company and 
			  First Chicago Trust Company of New York, formerly Morgan 
				 Shareholder Services Trust Company, as Rights Agent 
				 (incorporated herein by reference to the Company's 
				 Registration Statement on Form 8 filed with the Commission 
				 on June 19, 1987, as amended by Amendment No. 1 on Form 
				 8 filed on March 28, 1990.  Amendment No. 2 on Form 8-A 
				 filed on April 23, 1992, Amendment No. 3 on Form 8-A/A 
				 filed on December 1, 1993 and Amendment No. 4 on Form 8-
				 A/A filed on July 15, 1994).

4.8  Form of Trust Agreement dated as of June 11, 1987, amended 
     and restated as of March 28, 1990, between the Company and 
			  Montreal Trust Company of Canada, as successor to The 
				 Canada Trust Company (incorporated herein by reference to 
				 Registration Statement on Form 8-A filed with the 
				 Commission on June 19, 1987 as amended by Amendment 
				 No. 1 on Form 8 filed on March 28, 1990).

5.1  Opinion of Albert A. Skwiertz, Jr., Esq., Senior Vice 
   		President and General Counsel of the Company, as to the 
			 	legality of the securities registered hereunder.

23.1 Independent Auditors' Consent.

23.2  Consent of Albert A. Skwiertz, Jr., Esq., Senior Vice 
		   	President and General Counsel of the Company (incorporated 
				  by reference to Exhibit 5.1).

24.1  Power of Attorney is included in the Signature Page 
      contained in Part II of this Registration Statement.

Item 9.	Undertakings.

(a)The undersigned registrant hereby undertakes:

(1)That, for the purpose of determining any liability under the 
Securities Act of 1933, each post-effective amendment shall be deemed to be 
a new Registration Statement relating to the securities offered therein, and 
the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

(2)To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to section 13(a) or section 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of 
an employee benefit plan's annual report pursuant to section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
Registration Statement shall be deemed to be a new Registration Statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

(c) Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons 
of the registrant pursuant to the foregoing provisions, or otherwise, the 
registrant has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities  (other than 
the payment by the registrant of expenses incurred or paid by a director, 
officer or controlling person of the registrant in the successful defense of 
any action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Act and will be governed by the final 
adjudication of such issue.





	SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this registration 
statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of New York, State of New York, on the 16th 
day of May, 1996.

					ALEXANDER & ALEXANDER SERVICES INC.



					By:   /s/ Frank G. Zarb                	
					      Frank G. Zarb, Chairman of the Board, Chief
					      Executive Officer, President and Director



	POWER OF ATTORNEY


		KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Edward F. Kosnik and Albert A. 
Skwiertz, Jr., and each of them, his true and lawful attorney-in-fact and 
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all 
amendments (including pre-effective and post-effective amendments) to this 
registration statement, and to file the same, with all exhibits thereto, and 
other documents in connection therewith, with the Securities and Exchange 
Commission, granting unto said attorneys-in-fact and agents, and each of 
them acting singly, full power and authority to do and perform each and 
every act and thing necessary and requisite to be done, as fully and to all 
intents and purposes as he might or could do in person, hereby ratifying and 
confirming all that said attorneys-in-fact and agents or any of them may 
lawfully do or cause to be done by virtue hereof.

		Pursuant to the requirements of the Securities Act of 1933, this registration 
statement has been signed by the following persons in the capacities and on 
the dates indicated.

Signature		                Title   	                        Date


/s/ Frank G. Zarb            Chairman of the Board, 	        May 16, 1996
Frank G. Zarb			             Chief Executive Officer,
		                          	President and Director
			               	          (Principal Executive Officer)


/s/ Edward F. Kosnik         Director, Senior Executive Vice 	May 16, 1996	
Edward F. Kosnik		           President and Chief Financial
			                         	Officer (Principal Financial
                         				Officer)


/s/ Richard P. Sneeder, Jr.  Vice President and Controller 	May 16, 1996	
Richard P. Sneeder, Jr.		    (Principal Accounting Officer)


[SIGNATURES CONTINUED]




[SIGNATURES CONTINUED]


/s/ H. Furlong Baldwin               	Director	 	May 16, 1996 	
H. Furlong Baldwin
	                    	
Robert E. Boni			                     Director


/s/ W. Peter Cooke		                  Director		May 16, 1996	
W. Peter Cooke


/s/ E. Gerald Corrigan                Director		May 16, 1996      
E. Gerald Corrigan


/s/ Joseph L. Dionne                  Director		May 16, 1996	
Joseph L. Dionne


/s/ Gerald R. Ford                	   Director		May 16, 1996	
Gerald R. Ford


/s/ Peter C. Godsoe                   	Director		May 16, 1996      
Peter C. Godsoe


/s/ Angus M.M. Grossart                 Director	May 16, 1996	
Angus M.M. Grossart


/s/ Maurice H. Hartigan II               Director		May 16, 1996	
Maurice H. Hartigan II


/s/ James Bickford Hurlock               Director	May 16, 1996	
James Bickford Hurlock


/s/ Ronald A. Iles                  	Director		May 16, 1996	
Ronald A. Iles


/s/ Vincent R. McLean                     Director	May 16, 1996      
Vincent R. McLean


/s/ James D. Robinson III                 Director	May 16, 1996	
James D. Robinson III







	EXHIBIT INDEX


                                              							Page Number in
Regulation S-K						                                 Sequentially Numbered
Exhibit Number	     	Description of Document	        Copy              


Exhibit 5.1 		       Opinion of Albert A. Skwiertz, 
		                  	Jr., Esq., Senior Vice 
		                  	President and General Counsel 
			                  of the Company, as to the 
			                  legality of the securities to be 
			                  registered

Exhibit 23.1 	      	Independent Auditors' Consent

Exhibit 23.2 		      Consent of Albert A. Skwiertz, 
		                  	Jr., Esq. (included in Exhibit 
		                  	5.1)

EX-5.1

 
EXHIBIT 5.1 
 
Alexander & Alexander Services Inc. 
1185 Avenue of the Americas 
New York, New York   10036 
Telephone:	212-444-4532 
Facsimile:  	212-444-4696 
 
Albert A. Skwiertz, Jr. 
Senior Vice President & General Counsel 
 
May 16, 1996 
 
Board of Directors 
Alexander & Alexander Services Inc. 
1185 Avenue of the Americas 
New York, NY  10036 
 
Re:	Alexander & Alexander Services Inc. 
	Worldwide Employee Savings-Related Stock Purchase Plan 
 
Gentlemen: 
 
I am General Counsel of Alexander & Alexander Services Inc., a Maryland 
corporation (the "Company"), and have acted as counsel for the Company in 
connection with the Registration Statement on Form S-8 (the "Registration 
Statement") to be filed under the Securities Act of 1933, to register 
750,000 shares of the Company's Common Stock, $1.00 par value per share (the  
"Shares"), to be issued from time to time by the Company pursuant to the 
Worldwide Employee Savings-Related Stock Purchase Plan, (the "Purchase Plan"). 
 
In connection with the foregoing, I have examined the originals or copies of 
such corporate records, documents, certificates and other instruments as I 
have deemed necessary or appropriate for the purposes of rendering this 
opinion. 
 
Based on the foregoing, it is my opinion that the Shares, when issued and 
delivered as contemplated by the Purchase Plan, will be validly issued, 
fully paid and non-assessable. 
 
The foregoing opinions are limited to the laws of the state of Maryland and 
I do not express any opinion herein concerning any other law.  I hereby 
consent to the filing of this opinion as an exhibit to the Registration 
Statement.  In giving this consent, I do not thereby admit that I am  
within the category of persons whose consent is required under Section 7 of 
the Securities Act of 1933. 
 
Very truly yours, 

/s/ Albert A. Skwiertz, Jr. 
Albert A. Skwiertz, Jr. 
Senior Vice President 
  and General Counsel 
 
 
 
 
 
 
 
 

EX-23.1

Exhibit 23.1 
 
 
 
 
 
 
INDEPENDENT AUDITORS CONSENT 
 
 
We consent to the incorporation by reference in this Registration Statement of  
Alexander & Alexander Services Inc. on Form S-8 of our report dated February  
14, 1996, incorporated by reference in the Annual Report on Form 10-K of  
Alexander & Alexander Services Inc. for the year ended December 31, 1995. 
 
 
 
 
 
DELOITTE & TOUCHE LLP 
Baltimore, Maryland 
May 16, 1996