MMI COMPANIES INC
8-K, 2000-03-09
SURETY INSURANCE
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             SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C.  20549

                          FORM 8-K

                       CURRENT REPORT


 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 Date of Report (Date of earliest event reported):  March 9, 2000


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

              Commission file number:  1-11920

     Delaware                                36-3263253
(State or other jurisdiction               (IRS Employer
incorporation or organization)           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)

Item 5. Other Events

      Filed  as  an  exhibit  is  a  press  release  of  the
registrant  dated March 9, 2000 relating to the  results  of
the Special Meeting of shareholders.

Item 7.  Financial Statements and Exhibits

     (c)  Exhibits

          Exhibit 99.  Press Release of the registrant dated
                       March 9, 2000.





                         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  hereunto  duly
authorized.


                              MMI Companies, Inc.
                              (Registrant)


Date: March 9, 2000            /s/B. Frederick Becker
                              B. Frederick Becker
                              Chairman and Chief Executive Officer








MMI Companies, Inc.
540 Lake Cook Road, Deerfield, Illinois 60015-5290
847-374-2400  FAX 847-940-2372

INVESTOR CONTACT:  Paul Orzech, 847-374-2369

      MMI Stockholders Approve Agreement and Plan of Merger
                   with The St. Paul Companies

DEERFIELD, IL, March 9, 2000 - MMI Companies, Inc. (NYSE: MMI),
reported that at a special meeting of stockholders today, its
stockholders voted to approve the Agreement and Plan of Merger
between MMI and The St. Paul Companies.

On December 20, 1999 MMI executed an Agreement and Plan of Merger
to be acquired by The St. Paul Companies, Inc. for $10.00 per
share in cash. In connection with obtaining regulatory approval
for the transaction, early termination of the Hart-Scott-Rodino
waiting period and approval of the Missouri Department of
Insurance have been granted. Filings for other regulatory
approvals have been made and are pending. The transaction is
expected to close early in the second quarter of 2000.

Forward-looking statements

Information concerning the expected closing date of the pending
acquisition is a forward-looking statement that involves legal
and regulatory uncertainty. To that extent, MMI claims the
protection of the disclosure liability safe harbor for forward-
looking statements contained in the Private Securities Litigation
Reform Act of 1995. MMI assumes no duty to update such forward-
looking statement.

MMI Companies, Inc. is an international healthcare risk services
company with 25 years of experience providing a wide range of
products and services that help the healthcare industry enhance
its performance and manage risks associated with the delivery of
care. Through its operating subsidiaries, MMI provides strategic
consulting services, clinical risk management and operational
consulting services, insurance and reinsurance throughout the US,
particularly to the healthcare industry, and underwrites
insurance and reinsurance in the London market. In addition to
its Deerfield headquarters, MMI has a network of offices
throughout the United States and overseas. For more information
about MMI Companies, please visit the Company's Web site at
www.mmicompanies.com.

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