SC 14D1/A

=============================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                        
                             ----------------------
  
                               SCHEDULE 14D-1
                              AMENDMENT NO. 1
                           TENDER OFFER STATEMENT
    PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
                                    AND
                                STATEMENT ON
                                SCHEDULE 13D
                              AMENDMENT NO. 2
                 UNDER THE SECURITIES EXCHANGE ACT OF 1934
                             ----------------------
   
                             SEDGWICK GROUP PLC
                         (NAME OF SUBJECT COMPANY)
  
                      MARSH & MCLENNAN COMPANIES, INC.
                                  (BIDDER)
  
                    ORDINARY SHARES OF 10 PENCE EACH AND
             AMERICAN DEPOSITARY SHARES, EACH REPRESENTING FIVE
                      ORDINARY SHARES AND EVIDENCED BY
                        AMERICAN DEPOSITARY RECEIPTS
                       (TITLE OF CLASS OF SECURITIES)
                        815673108 (ORDINARY SHARES)
                   315673207 (AMERICAN DEPOSITARY SHARES)
                   (CUSIP NUMBER OF CLASS OF SECURITIES)
                                       
  
                            GREGORY F. VAN GUNDY
                       GENERAL COUNSEL AND SECRETARY
                        1166 AVENUE OF THE AMERICAS
                       NEW YORK, NEW YORK 10036-2774
                               (212) 345-5000
          (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
         TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
  
                                 COPIES TO:
  
           DAVID J. FRIEDMAN                        MARK RAWLINSON
           MICHAEL E. HATCHARD                        FRESHFIELDS      
 SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP           65 FLEET STREET    
            919 THIRD AVENUE                    LONDON EUY 1HS, ENGLAND
        NEW YORK, NEW YORK 10022                 (011) 44-171-936-4000 
            (212) 735-3000                      

           Marsh & McLennan Companies, Inc., a Delaware corporation ("Marsh
 & McLennan"), hereby amends and supplements its Tender Offer Statement on
 Schedule 14D-1 ("Schedule 14D-1") filed with the Securities and Exchange
 Commission (the "Commission") on September 4, 1998 relating to the offer to
 purchase all of the outstanding (a) ordinary shares of 10 pence each
 ("Sedgwick Shares") of Sedgwick Group plc ("Sedgwick") at a price of 225
 pence in cash per Sedgwick Share and (b) American Depositary Shares of
 Sedgwick ("Sedgwick ADSs"), each representing five Sedgwick Shares and
 evidenced by American Depositary Receipts, at a price of pound
 sterling11.25 in cash per Sedgwick ADS.  This Amendment No. 1 to the
 Schedule 14D-1 also constitutes Amendment No. 2 to the Schedule 13D of
 Marsh & McLennan with respect to Sedgwick Shares and Sedgwick ADSs filed
 with the Commission on September 3, 1998.  
  
 Item 6    Interest in Securities of the Subject Company. 
  
      Items 6(a) and (b) are hereby amended and supplemented by
 incorporation by reference therein of the press release issued by Marsh &
 McLennan and Sedgwick on September 28, 1998, a copy of which is filed as
 Exhibit (a)(12) hereto.  
  
 Item 10.  Additional Information. 
  
      Items 10(b), (c) and (e) are hereby amended and supplemented by
 incorporation by reference therein of the press release issued by Marsh &
 McLennan and Sedgwick on September 28, 1998, a copy of which is filed as
 Exhibit (a)(12) hereto.  
            
 Item 11   Material to be Filed as Exhibits. 
  
      Item 11 is hereby amended and supplemented by the addition of the
 following exhibit thereto: 
  
      (a)(12)   Text of press release of Marsh & McLennan and Sedgwick,
                dated September 28, 1998. 
  

                                 SIGNATURES 
  
      After due inquiry and to the best of my knowledge and belief, I
 certify that the information set forth in this statement is true, complete
 and correct. 
  
  
                          MARSH & McLENNAN COMPANIES, INC. 
  
  
  
                          By: /s/ Gregory F. Van Gundy
                              -------------------------------------------
                              Name:  Gregory F. Van Gundy 
                              Title: General Counsel and Secretary 
  
  
 Dated:  September 28, 1998

EX-99

                                                   Exhibit (a)(12) 
  
  
  
                                                          28 September 1998 
  

 Not for release, publication or distribution in or into Canada, Australia
 or Japan. 
  
                      MARSH & MCLENNAN COMPANIES, INC.
  
                          RECOMMENDED CASH OFFERS
  
                                    FOR
  
                             SEDGWICK GROUP PLC
  
               REQUEST FOR FURTHER INFORMATION RECEIVED FROM
                  UNITED STATES FEDERAL TRADE COMMISSION
  
 Marsh & McLennan Companies, Inc. and Sedgwick Group plc today announced
 that they have received a second request for additional information from
 the United States Federal Trade Commission ("FTC") in connection with the
 FTC's review of their proposed merger under the United States Hart-Scott-
 Rodino Antitrust Improvements Act of 1976 (the "HSR Act").  This second
 request extends the waiting period under the HSR Act beyond the initial
 expiration date of 27 September 1998.  Unless earlier terminated by the
 FTC, the waiting period under the HSR Act will now expire at the end of the
 twentieth calendar day after the date that Marsh & McLennan substantially
 complies with the second request. 
  
 Marsh & McLennan and Sedgwick will comply with the FTC's request for
 additional information and will co-operate with the FTC to achieve early
 termination of the extended HSR waiting period.  As a result of the FTC's
 second request, the conditional purchases of 54,862,345 Sedgwick Shares,
 representing 9.9 per cent. of the issued share capital of Sedgwick, which
 were made on behalf of Marsh & McLennan and which were conditional on,
 amongst other things, all applicable waiting periods under the HSR Act
 having expired or been terminated by no later than 27 September 1998, have
 now lapsed.  However, upon such early termination being received, Marsh &
 McLennan plans to buy Sedgwick Shares representing 9.9 per cent. of
 Sedgwick's issued share capital. 
  
 A notification to the European Commission was made on 22 September 1998. 
 The initial waiting period under the notification expires on 23 October
 1998. 
  
 Marsh & McLennan and Sedgwick remain committed to consummating the Offers
 on the existing terms and believe that can be achieved within the existing
 bid timetable. 
  
 A.J.C. Smith, Chairman of Marsh & McLennan, commenting on this development,
 said today: "We continue to believe that the Offers serve the best
 interests of both companies' shareholders, clients and employees and should
 be approved by the relevant authorities in the United States and elsewhere. 
 We will co-operate fully to bring about a successful transaction for all
 involved." 
  
 Sax Riley, Chairman of Sedgwick, said: "We share Marsh & McLennan's views
 as to the outcome of the regulatory review processes and we will co-operate
 in the regulatory process in expectation of a successful conclusion." 
  

 Contact: 
  
 Marsh & McLennan 
 Barbara Perlmutter                 +1 212 345 5585 
  
 Kekst & Company                    +1 212 521 4800 
 James Fingeroth 
 Michael Freitag 
  
 Brunswick                          +44 171 404 5959 
 Alison Hogan 
  
 Sedgwick                           +44 171 377 3456 
 Julia Fish 
  
 J.P. Morgan, Donaldson, Lufkin & Jenrette and Cazenove, which are regulated
 in the United Kingdom by The Securities and Futures Authority Limited, are
 acting for Marsh & McLennan and for no one else in connection with the
 Offers and will not be responsible to anyone other than Marsh & McLennan
 for providing the protections afforded to their respective customers nor
 for giving advice in relation to the Offers. 
  
 Rothschild and Credit Suisse First Boston, which are regulated in the
 United Kingdom by The Securities and Futures Authority Limited, are acting
 for Sedgwick and no one else in connection with the Offers and will not be
 responsible to anyone other than Sedgwick for providing the protections
 afforded to their respective customers nor for giving advice in relation to
 the Offers. 
  
 The Offers are not being made, directly or indirectly, in or into, Canada,
 Australia or Japan.  Accordingly, neither copies of this announcement nor
 any related offering documents are to be mailed or otherwise distributed or
 sent in or into Canada, Australia or Japan. 
  
 Terms defined in the offer document dated 4 September 1998 have the same
 meaning in this announcement unless the context requires otherwise.