SC 14D1/A

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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                        
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                               SCHEDULE 14D-1
                              AMENDMENT NO. 5
                           TENDER OFFER STATEMENT
    PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
                                    AND
                                STATEMENT ON
                                SCHEDULE 13D
                              AMENDMENT NO. 6
                 UNDER THE SECURITIES EXCHANGE ACT OF 1934
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                             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. 5 to the
 Schedule 14D-1 also constitutes Amendment No. 6 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 23, 1998, Marsh & McLennan and Sedgwick issued a press
 release (the "Press Release") which announced, among other things, that the
 European Commission had approved their proposed business combination.  A
 copy of the press release is filed herewith as Exhibit (a)(17) and is
 incorporated by reference herein. 
  
      Item 10(f) is hereby amended and supplemented by incorporation by
 reference of the following information: 
  
      Marsh & McLennan also gave notice in the Press Release that it
 reserves the right to reduce the percentage of Sedgwick Securities required
 to satisfy the Acceptance Condition of the Ordinary Offer to not less than
 50.1 percent in nominal value of the Sedgwick Securities to which the
 Ordinary Offer relates.  Any such reduction of the percentage of Sedgwick
 Securities required to satisfy the Acceptance Condition of the Ordinary
 Offer would not be effected before November 2, 1998.  Although such
 reduction in the percentage of Sedgwick Securities required to satisfy the
 Acceptance Condition of the Ordinary Offer is possible on or after such
 date, Marsh & McLennan need not declare its actual intentions until it is
 required to do so under the city code on takeovers and mergers. 
  
      There may be no further announcement concerning Marsh & McLennan's
 right to reduce the percentage of Sedgwick Securities required to satisfy
 the Acceptance Condition of the Ordinary Offer.  Any such reduction in the
 percentage of Sedgwick Securities required to satisfy the Acceptance
 Condition of the Ordinary Offer, once all other conditions to the Ordinary
 Offer have been fulfilled, satisfied or, where permitted, waived, could
 result in the ordinary offer being declared wholly unconditional and the
 consequent termination of withdrawal rights.  Accordingly, holders of
 Sedgwick Securities who have already accepted the Ordinary Offer but whose
 willingness to accept would be affected if the percentage of Sedgwick
 Securities required to satisfy the acceptance condition were reduced to a
 level lower than 90 percent may wish to consider withdrawing their
 acceptances now. 
  
 Item 11   Material to be Filed as Exhibits. 
  
      Item 11 is hereby amended and supplemented by the addition of the
 following exhibits thereto: 
  
      (a)(17)   Text of press release of Marsh & McLennan and Sedgwick,
                dated October 23, 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 23, 1998



                               EXHIBIT INDEX 
  
  
           (a)(17)   Text of press release of Marsh & McLennan and Sedwick,
                     dated October 23, 1998. 
  

EX-99

                                                           EXHIBIT (A)(17) 
  
  
                                                           October 23, 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 EUROPEAN COMMISSION AND
           RESERVATION OF THE RIGHT TO REDUCE THE ACCEPTANCE CONDITION
  
 Marsh & McLennan Companies, Inc. and Sedgwick Group plc announced today
 that the European Commission has approved their proposed merger. 
  
 The consummation of the Offers remains subject to the satisfaction of
 certain other conditions, including obtaining certain outstanding
 regulatory consents, which Marsh & McLennan and Sedgwick believe will be
 satisfied within the existing bid timetable.  As previously announced, the
 acceptance period has been extended to 1.00 p.m. (London time), 8.00 a.m.
 (New York City time) on November 3, 1998. 
  
 The European Commission's approval follows clearance for the merger from
 the United States Federal Trade Commission, announced on October 16, 1998. 
 These regulatory approvals were welcomed by A.J.C. Smith, chairman and
 chief executive officer of Marsh & McLennan Companies.  "We believe that
 the merger with Sedgwick offers substantial benefits for our clients, our
 shareholders and our employees", he said.  "We are looking forward to
 realising these benefits." 
  
 In addition, Marsh & McLennan hereby gives notice that it reserves the
 right to reduce the percentage of Sedgwick Securities required to satisfy
 the Acceptance Condition to not less than 50.1 per cent. in nominal value
 of Sedgwick Securities to which the Ordinary Offer relates.  Any such
 reduction of the percentage of Sedgwick Securities required to satisfy the
 Acceptance Condition would not be effected before November 2, 1998. 
 Although such reduction in the percentage of Sedgwick Securities required
 to satisfy the Acceptance Condition is possible on or after such date,
 Marsh & McLennan need not declare its actual intentions until it is
 required to do so under The City Code on Takeovers and Mergers. 
  
 There may be no further announcement concerning Marsh & McLennan's right to
 reduce the percentage of Sedgwick Securities required to satisfy the
 Acceptance Condition.  Any such reduction in the percentage of Sedgwick
 Securities required to satisfy the Acceptance Condition, once all other
 conditions to the Ordinary Offer have been fulfilled, satisfied or, where
 permitted, waived, could result in the Ordinary Offer being declared wholly
 unconditional and the consequent termination of withdrawal rights. 
 Accordingly, holders of Sedgwick Securities who have already accepted the
 Ordinary Offer but whose willingness to accept would be affected if the
 percentage of Sedgwick Securities required to satisfy the Acceptance
 Condition were reduced to a level lower than 90 per cent. may wish to
 consider withdrawing their acceptances now. 
  
 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.