SC 14D1/A

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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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                               SCHEDULE 14D-1
                              AMENDMENT NO. 9
                           TENDER OFFER STATEMENT
    PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
                                    AND
                                STATEMENT ON
                                SCHEDULE 13D
                              AMENDMENT NO. 10
                 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)
                   815673207 (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 ECY 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 (the "Ordinary Offer") all of the (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. 9 to the
 Schedule 14D-1 also constitutes Amendment No. 10 to the Schedule 13D of
 Marsh & McLennan with respect to Sedgwick Shares and Sedgwick ADSs filed
 with the Commission on September 3, 1998.  
  
 Item 10.  Additional Information. 
  
      Item 10(f) is hereby amended and supplemented by incorporation by
 reference therein of the notice to Convertible Bondholders published in the
 UK edition of The Financial Times and the London Gazette on November 6,
 1998, a copy of which is filed as Exhibit (a)(21) hereto. 
  
      Item 10(f) is hereby amended and supplemented by incorporation by
 reference of the following information: 
  
           On November 6, 1998, Marsh & McLennan issued a press release
 which announced, among other things, that Marsh & McLennan was giving
 notice under the UK Companies Act 1985 of its desire to acquire
 compulsorily at the Convertible Offer price all of the Convertible Bonds
 not already tendered.  A copy of the press release is filed herewith as
 Exhibit (a)(22) and is incorporated by reference herein. 
  
 Item 11   Material to be Filed as Exhibits. 
  
      Item 11 is hereby amended and supplemented by the addition of the
 following exhibit thereto: 
  
      (a)(21)   Notice to Convertible Bondholders published in the UK
                edition of The Financial Times and the London Gazette on
                November 6, 1998. 
  
      (a)(22)   Text of press release of Marsh & McLennan, dated November 6,
                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:  November 6, 1998 
  


                               EXHIBIT INDEX 
  
  
      (a)(21)   Notice to Convertible Bondholders published in the UK
                edition of The Financial Times and the London Gazette on
                November 6, 1998. 
  
      (a)(22)   Text of press release of Marsh & McLennan, dated November 6,
                1998. 

EX-99

 THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF SEDGWICK
 BONDHOLDERS. 
 When considering what action they should take, Sedgwick Bondholders are
 recommended immediately to seek their own financial advice from their
 stockbroker, bank manager, solicitor, accountant or other independent
 professional adviser authorised under the Financial Services Act 1986. 

                        NOTICE TO THE HOLDERS OF THE
       POUND STERLING41,500,000 71/4 PER CENT. CONVERTIBLE BONDS 2008
                           OF SEDGWICK GROUP PLC

                          RECOMMENDED CASH OFFERS

                                     by

                J.P. MORGAN AND DONALDSON, LUFKIN & JENRETTE

                                on behalf of

                      MARSH & MCLENNAN COMPANIES, INC.

                                    for

                             SEDGWICK GROUP PLC

 Reference is made to the offer document dated 4 September 1998 (the OFFER
 DOCUMENT) setting out the terms of the recommended cash offers on behalf of
 Marsh & McLennan Companies, Inc. for all the issued and to be issued
 ordinary share capital of Sedgwick and for all the outstanding Sedgwick
 Convertible Bonds. 

 Acceptances have been received in respect of more than 90 per cent. of the
 Sedgwick Convertible Bonds to which the Convertible Offer relates. 
 Accordingly, Marsh & McLennan intends to acquire compulsorily all of the
 outstanding Sedgwick Convertible Bonds under the provisions of the UK
 Companies Act 1985.  Sedgwick Bondholders who have already validly accepted
 the Convertible Offer in respect of all their Sedgwick Convertible Bonds
 should ignore this notice and need take no further action. 

 Sedgwick Bondholders who have not already done so may wish to accept the
 Convertible Offer, rather than wait until Marsh & McLennan compulsorily
 acquires their Sedgwick Convertible Bonds which have not been assented to
 the Convertible Offer.  The procedure for acceptance of the Convertible
 Offer is set out in the Offer Document.  Copies of the Offer Document and
 Acceptance Forms are available for collection as provided in the Offer
 Document, including from Computershare Services plc, 5-10 Great Tower
 Street, London EC3R 5ER; Bank of New York, 101 Barclay Street, New York,
 New York 10286; The Chase Manhattan Bank, Chaseside, Bournemouth BH7 7DB;
 The Chase Manhattan Bank Luxembourg S.A., 5 rue Plaetis, L-2338 Luxembourg
 Grund; and Lloyds Bank Registrars, The Causeway, Worthing, West Sussex BN99
 6DA. 

 Subject as stated in the statutory notice set out below, Marsh & McLennan
 will be entitled and bound to acquire all non-assented Sedgwick Convertible
 Bonds in bearer form in due course.  The terms of the compulsory
 acquisition are set out in the statutory notice. 

 COMPANIES FORM No. 429(4) 
                                                                        429(4)
 NOTICE TO NON-ASSENTING BONDHOLDERS 
 Pursuant to section 429(4)of the Companies Act 1985 as inserted
 by Schedule 12 to the Financial Services Act 1986

 To:  The holders of Sedgwick Convertible Bonds (as defined below) in bearer
      form who have not validly accepted Marsh & McLennan Companies, Inc.'s
      Convertible Offer (as defined below) dated 4 September 1998 

 A takeover offer (the "Convertible Offer") was made on 4 September 1998 on
 behalf of Marsh & McLennan Companies, Inc. (the "Offeror") for all the
 outstanding 71/4 per cent. Convertible Bonds 2008 (the "Sedgwick
 Convertible Bonds") of Sedgwick Group plc (the "Company"). 

 The Offeror has within four months of making the Convertible Offer acquired
 or contracted to acquire not less than nine-tenths in nominal value of the
 Sedgwick Convertible Bonds to which the Convertible Offer relates.  The
 Offeror gives notice that it now intends to exercise its right under
 section 429 of the Companies Act 1985 to acquire the Sedgwick Convertible
 Bonds held by you. 

 The terms of the Convertible Offer are set out in the offer document dated
 4 September 1998 sent to the Company's shareholders and to holders of
 Sedgwick Convertible Bonds on behalf of the Offeror.  They provide for the
 following consideration: 

      FOR EACH POUND STERLING NOMINAL VALUE OF SEDGWICK CONVERTIBLE BONDS
      123 PENCE IN CASH 

 Under the terms of the Convertible Offer, holders of Sedgwick Convertible
 Bonds (other than US Persons and certain other overseas persons) who
 validly accept the Convertible Offer may elect, subject to the limits
 described in the offer document, to receive loan notes instead of some or
 all of the cash consideration.  Such loan notes will be issued by the
 Offeror on the following basis: 

      FOR EACH POUND STERLING OF CASH CONSIDERATION  
      POUND STERLING NOMINAL OF LOAN NOTES 

 As the terms of the Convertible Offer include a choice of consideration,
 you should (unless you are a US Person or other overseas person not
 entitled to elect to receive loan notes) within six weeks of the date of
 this notice inform the Offeror in writing at Computershare Services PLC, PO
 Box 859, Consort House, East Street, Bedminster, Bristol BS99 1XZ which of
 the choices you wish to accept.  If you fail to make such a choice and do
 not make application to the court (see below) the Offeror will acquire your
 Sedgwick Convertible Bonds on the following terms: 
     
    FOR EACH POUND STERLING NOMINAL VALUE OF SEDGWICK CONVERTIBLE BONDS
    123 PENCE IN CASH 

 NOTE YOU ARE ENTITLED UNDER SECTION 430C OF THE COMPANIES ACT 1985 TO MAKE
 APPLICATION TO THE COURT WITHIN SIX WEEKS OF THE DATE OF THIS NOTICE FOR AN
 ORDER EITHER THAT THE OFFEROR SHALL NOT BE ENTITLED AND BOUND TO ACQUIRE
 YOUR SEDGWICK CONVERTIBLE BONDS OR THAT DIFFERENT TERMS TO THOSE OF THE
 CONVERTIBLE OFFER SHALL APPLY TO THE ACQUISITION.  IF YOU ARE CONTEMPLATING
 SUCH AN ACTION, YOU MAY WISH TO SEEK LEGAL ADVICE. 

 Signed    Gregory Van Gundy                           Date 6 November 1998
           For and on behalf of Marsh & McLennan 
           Companies, Inc.  
 
 Notices in similar form to this notice are today being posted to holders of
 Sedgwick Convertible Bonds in registered form. 

 Any query or communication connected with this notice should be addressed
 to Computershare Services PLC, PO Box 859, Consort House, East Street,
 Bedminster, Bristol BS99 1XZ (tel 0117 305 1001). 

 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. 

 The Convertible Offer is not being made, directly or indirectly, in or into
 Canada, Australia or Japan.  Accordingly, this notice is not being
 published or otherwise distributed or sent to, into or from Canada,
 Australia or Japan. 

 The members of the Offer Committee of Marsh & McLennan listed in the Offer
 Document accept responsibility for the information contained in this notice
 and to the best of their knowledge and belief (having taken all reasonable
 care to ensure that such is the case), the information contained in this
 notice is in accordance with the facts and does not omit anything likely to
 affect the import of such information. 

 Terms defined in the Offer Document have the same meanings in this notice
 unless the context requires otherwise. 

 6 November 1998
 Issued by Marsh & McLennan Companies, Inc. 

 J.P. Morgan and Donaldson, Lufkin & Jenrette have approved this notice
 solely for the purposes of Section 57 of the Financial Services Act 1986.

EX-99

 FOR IMMEDIATE RELEASE 
  
 Contact:  Barbara Perlmutter               Jim Fingeroth 
           Marsh & McLennan Cos.            Michael Freitag 
           (212) 345-5585                   Kekst and Company 
                                            (212) 521-4800 
  
  
            MARSH & MCLENNAN COMPANIES, INC. RECOMMENDED CASH OFFERS 
                             FOR SEDGWICK GROUP PLC
                     NOTICE TO HOLDERS OF CONVERTIBLE BONDS
  
 NEW YORK, NEW YORK, November 6, 1998 -- Marsh & McLennan Companies, Inc.
 today announced that in connection with its offer (the "Convertible Offer")
 to purchase all outstanding shares of Sedgwick Group plc and all
 outstanding Sedgwick 7.25 percent Convertible Bonds due 2008, Marsh &
 McLennan is today giving notice under the UK Companies Act 1985 of its
 desire to acquire compulsorily at the Convertible Offer price all of the
 Convertible Bonds not already tendered.  As previously announced, Marsh &
 McLennan has already received valid acceptances for approximately 95.9
 percent of the nominal value of the Sedgwick Convertible Bonds.  Those
 Sedgwick bond holders who have not already done so may until further notice
 tender their bonds pursuant to the Convertible Offer, and the Offer
 Document and acceptance forms may be obtained from Bank of New York, 101
 Barclay Street, New York, New York 10286.  
  
 Marsh & McLennan noted that Sedgwick bond holders are entitled under the
 Companies Act to seek a court order within six weeks of November 6, 1998
 that Marsh & McLennan is not entitled to acquire the Convertible Bonds or
 that different terms should apply to their acquisition. 
 (more) 
  
 Sedgwick Group plc is the London-based holding company of one of the
 world's leading insurance, reinsurance and consulting groups.  This grou
 provides insurance and reinsurance broking services, risk consulting
 employee benefits consulting and related financial services from more tha
 290 offices in 70 countries. 
  
 Marsh & McLennan Companies is a professional services firm providing risk
 and insurance services, investment management and consulting.  More than
 39,000 employees worldwide provide analysis, advice and transactional
 capabilities to clients in over 100 countries.  Marsh & McLennan Companies'
 stock (ticker symbol: MMC) is listed on the New York, Chicago, Pacific and
 London stock exchanges.  Its Web site address is www.marshmac.com. 
  
                                 # # # 
  
 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. 
  
 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 September 4, 1998 have the same
 meaning in this announcement unless the context requires otherwise.