SC 14D1/A

  
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                               --------------
  
                               SCHEDULE 14D-1
                              AMENDMENT NO. 3
                           TENDER OFFER STATEMENT
    PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
                                    AND
                                STATEMENT ON
                                SCHEDULE 13D
                              AMENDMENT NO. 4
                 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 (the "Ordinary Offer") 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. 3 to the
 Schedule 14D-1 also constitutes Amendment No. 4 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. 
  
      Items 10(b), (c) and (e) are hereby amended and supplemented by
 incorporation by reference of the following information: 
  
           On October 16, 1998, Marsh & McLennan and Sedgwick issued a press
 release  which announced, among other things, that they had received
 clearance from the Federal Trade Commission (the "FTC") for their proposed
 business combination.  The FTC granted early termination of the waiting
 period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 on
 October 16, 1998.  A copy of the press release is filed herewith as Exhibit
 (a)(15) 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 exhibits thereto: 
  
      (a)(15)   Text of press release of Marsh & McLennan and Sedgwick,
                dated October 16, 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:  October 16, 1998


                               EXHIBIT INDEX 
  
           (a)(15)   Text of press release of Marsh & McLennan and Sedgwick,
                     dated October 16, 1998. 
  

EX-99

  
                                                         Exhibit (a)(15)  

  
  
                                                        October 16, 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 
  
             CLEARANCE RECEIVED FROM FEDERAL TRADE COMMISSION 
  

 Marsh & McLennan Companies, Inc. and Sedgwick Group plc announced today
 that they have received clearance from the United States Federal Trade
 Commission ("FTC") for their proposed merger.  The FTC granted early
 termination of the waiting period under the United States Hart-Scott-
 Rodino Antitrust Improvements Act of 1976 on October 16, 1998. 
  
 The consummation of the Offers remains subject to the satisfaction of
 certain other conditions, including relevant regulatory conditions.  As
 previously announced, the acceptance period has been extended to 10.00
 p.m. (London time), 5.00 p.m. (New York City time) on October 20, 1998. 
 Marsh & McLennan has reserved the right to extend the Offers further
 beyond the October 20, 1998 closing date, but is not obliged to do so. 
  
 Sedgwick Group plc is the London-based holding company of one of the
 world's leading insurance, reinsurance and consulting groups.  This
 group provides insurance and reinsurance broking services, risk
 consulting, employee benefits consulting and related financial services
 from more than 290 offices in 70 countries. 
  
 Marsh & McLennan Companies is a professional services firm providing
 risk and insurance services, investment management and consulting.  More
 than 36,000 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. 
  
 Contact: 
  
 Marsh & McLennan 
 Barbara Perlmutter            +1 212 345 5585 
  
 Kekst & Company               +1 212 521 4800 
 Jim 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. 
  
 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.