MMI COMPANIES INC
10-Q/A, 1996-12-31
SURETY INSURANCE
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<PAGE>



                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                 FORM 10-Q/A
                               AMENDMENT NO. 1
      (X)   Quarterly report under section 13 or 15(d) of the Securities
      Exchange Act of 1934.   For the quarter ended September 30, 1996.

                                      or

      (  )  Transition report pursuant to section 13 or 15(d) of the
      Securities Exchange Act of    1934.  For the transition period from
      to           .

                       Commission File Number:  1-11920


                             MMI Companies, Inc.
            (Exact name of registrant as specified in its charter)

              Delaware
  (State or other jurisdiction of
   incorporation or organization)

             36-3263253
           (IRS Employer
        Identification No.)

             540 Lake Cook Road, Deerfield, Illinois  60015-5290
                   (Address of principal executive offices)

                                (847) 940-7550
             (Registrant's telephone number, including area code)

                           Not applicable
            (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.    Yes   X       No

There were 11,167,852 shares outstanding of the registrant's common stock, $0.10
par value, as of September 30, 1996.





                                  Page 1 of 4

<PAGE>

                                   SIGNATURES


      Pursuant  to the requirements of the Securities Exchange Act  of  1934,
the  registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                MMI      Companies,      Inc.
(Registrant)



Date:   December  31,  1996                          /s/B.  Frederick  Becker
B. Frederick Becker
                                                Chairman  and Chief Executive
Officer
Date: December 31, 1996
                                                
                                                /s/Paul       M.       Orzech
Executive Vice President and
                                                Chief Financial Officer








<PAGE>
                       MMI Companies, Inc and Subsidiaries
           Exhibit 11 - Statement re Computation of Per Share Earnings
                      (In thousands, except per share data)

<TABLE>
<CAPTION>

                               Three Months Ended       Nine Months Ended
                                 September 30,            September 30,
                                   1996  1995               1996  1995
<S>                              <C>      <C>             <C>      <C>
PRIMARY                                                           
                                                                  
Weighted average shares       
  outstanding                     10,030    8,910          9,871     8,723

Net effect of dilutive stock                                      
  options based on the treasury
  stock method using average                                      
  market price                       464      358            432       259
                                                                  
Weighted average number of common                                     
  and common equivalent shares    10,494    9,268         10,303     8,982
                                                                  
Net income                       $ 6,176  $ 5,906        $19,935   $15,954
Less preferred stock dividends         -      164              -       294

Net income available to common          
  stockholders                   $ 6,176  $ 5,742        $19,935   $15,660
                                                                  
Earnings per common and                                                     
  common equivalent share        $   .59  $   .62        $  1.93   $  1.74
                                    
                                                                  
FULLY DILUTED                                                     
                                                                  
Weighted average shares      
  outstanding                     10,030    8,910          9,871     8,723
                                                                 
Net effect of dilutive stock                                                
  options based on the treasury          
  stock method using ending                                    
  market price, if higher than
  average.                           464      417            463       416
Assumed conversion of dilutive                                      
  convertible  preferred stock         -      685              -       410

Weighted average number of common  
  and common equivalent shares    10,494   10,012         10,334     9,549
                                                                  
Net income                       $ 6,176  $ 5,906        $19,935   $15,954
                               
Earnings per common and                                           
  common equivalent share        $   .59  $   .59        $  1.93   $  1.67
                                                           
                                                                  
                                                                  
</TABLE>





<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated financial statements of MMI Companies, Inc. and subsidiaries for
the nine month period ended September 30, 1996, and is qualified in its entirety
by reference to such financial statements.

<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<DEBT-HELD-FOR-SALE>                           672,448
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                      16,750
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                 762,672
<CASH>                                           1,470
<RECOVER-REINSURE>                               7,203
<DEFERRED-ACQUISITION>                           6,776
<TOTAL-ASSETS>                               1,041,557
<POLICY-LOSSES>                                639,397
<UNEARNED-PREMIUMS>                             63,002
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                 58,000
                                0
                                          0
<COMMON>                                         1,117
<OTHER-SE>                                     231,633
<TOTAL-LIABILITY-AND-EQUITY>                 1,041,557
                                     122,953
<INVESTMENT-INCOME>                             32,620
<INVESTMENT-GAINS>                               (186)
<OTHER-INCOME>                                  25,044
<BENEFITS>                                     101,809
<UNDERWRITING-AMORTIZATION>                     10,255
<UNDERWRITING-OTHER>                            44,606
<INCOME-PRETAX>                                 21,263
<INCOME-TAX>                                     1,328
<INCOME-CONTINUING>                             19,935
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    19,935
<EPS-PRIMARY>                                     1.93
<EPS-DILUTED>                                     1.93
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0
        

</TABLE>


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