8-K

	UNITED STATES
	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 (November 16, 1995): November 20, 1995


             Alexander & Alexander Services Inc.                
	(Exact name of registrant as specified in its charter)


                Maryland   		  1-8282             52-0969822        
             (State or other	(Commission	   (I.R.S. Employer
             jurisdiction of	File Number)	 Identification No.)
             organization)


	1185 Avenue of the Americas	       10036   
 New York, New York            		 (Zip Code)
   (Address of principal executive offices)


			             (212) 840-8500              
	(Registrant's telephone number,
	including area code:)

                 Not Applicable               
	(Former name or former address,
	if changed since last report.)























Item 5.	Other Events.

At a regular meeting of the Board of Directors of Alexander & 
Alexander Services Inc. (the "Company") held on November 16, 
1995, the Board of Directors amended the Rights Agreement, 
dated as of June 11, 1987, between the Company and First 
Chicago Trust Company of New York, as amended and restated 
as of March 22, 1990, as amended April 21, 1993, as amended 
June 6, 1994, as amended July 15, 1994 (the "Rights 
Agreement").  The amendment provides for modifications of the 
definitions of Acquiring Person and Distribution Date to raise from 
15% to 20% the percentage of stock ownership needed to cause a 
person to become an Acquiring Person or to cause a Distribution 
Date to occur (as such capitalized terms are defined in the Rights 
Agreement).

The foregoing description of the amendment to the Rights 
Agreement is qualified in its entirety by reference to the full text of 
the amendment, which is attached hereto as Exhibit 4.1.
























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SIGNATURE


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.




					ALEXANDER & ALEXANDER 
     SERVICES INC.


					By: /s/Albert A. Skwiertz, Jr.
					       Albert A. Skwiertz, Jr.
				       	Vice President & General
 					      Counsel





Date:  November 20, 1995

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EXHIBIT INDEX


Exhibit No.            	Description				                	Page

4.1                Amendent No. 4 to Rights Agreement,
	                 	effective as of November 16, 1995,
		                 between Alexander & Alexander Services
	                 	Inc. and First Chicago Trust Company
		                 of New York, as Rights Agent.


 



 

 

EX-4

Exhibit 4.1


AMENDMENT NO. 4 TO RIGHTS AGREEMENT


	AMENDMENT, dated as of November 16, 1995, to the Rights 
Agreement, dated as of June 11, 1987, as amended and restated as of 
March 22, 1990, as amended April 21, 1992, as amended July 15, 1994, and 
as amended July 15, 1995 (the "Rights Agreement"), between Alexander & 
Alexander Services Inc., a Maryland corporation (the "Company") and First 
Chicago Trust Company of New York, a New York corporation (the "Rights 
Agent").

	Pursuant to Section 27 of the Rights Agreement, the Company and 
the Rights Agent may from time to time supplement or amend the Rights 
Agreement in accordance with the provisions of Section 27 thereof.  All acts 
and things necessary to make this Amendment a valid agreement, 
enforceable according to its terms, have been done and performed, and the 
execution and delivery of this Amendment by the Company and the Rights 
Agent have been in all respects duly authorized by the Company and the 
Rights Agent.

	In consideration of the foregoing and the mutual agreements set 
forth herein, the parties hereto agree as follows:




I. 	The definition of "Acquiring Person" in Section 1(b) of 
the Rights Agreement is hereby amended by replacing the 
amount "15%" in each place where it appears with the 
amount "20%".
 		
II. 	Section 3(a) of the Rights Agreement is hereby 
amended by replacing the amount "15%" where it appears 
with the amount "20%".
 		
III. 	This Amendment shall be governed by and construed 
in accordance with the laws of the State of Maryland and 
for all purposes shall be governed by and construed in 
accordance with the laws of such State applicable to 
contracts to be made and performed entirely within such 
State.
 		
IV. 	This Amendment may be executed in any number of 
counterparts, each of which shall be an original, but such 
counterparts shall together constitute one and the same 
instrument.  Terms not defined herein shall, unless the 
context otherwise requires, have the meanings assigned to 
such terms in the Rights Agreement.
 
 		
V. 	In all respects not inconsistent with the terms and 
provisions of this Amendment, the Rights Agreement is 
hereby ratified, adopted, approved and confirmed.  In 
executing and delivering this Amendment, the Rights Agent 
shall be entitled to all the privileges and immunities 
afforded to the Rights Agent under the terms and conditions 
of the Rights Agreement.
 		
VI. 	If any term, provision, covenant or restriction on this 
Amendment is held by a court of competent jurisdiction or 
other authority to be invalid, void or unenforceable, the 
remainder of the terms, provisions, covenants and 
restrictions of this Amendment, and of the Rights 
Agreement, shall remain in full force and effect and shall in 
no way be affected, impaired or invalidated.






































	IN WITNESS WHEREOF, the parties hereto have caused this 
Amendment to be duly executed and attested, all as of the date and year 
first above written.



Attest:	                             ALEXANDER & ALEXANDER 
	                                    SERVICES INC.

By:  /s/ Andrea L. Schuman	          By:  /s/ R. Alan Kershaw
	         Andrea L. Schuman		             R. Alan Kershaw
	         Attorney                        Vice President and Treasurer


Attest:                              	FIRST CHICAGO TRUST COMPANY OF 			
		                                    NEW YORK


By:	/s/ Albert Diorio                  	By:   /s/ Ralph Persico     
	     Assistant Vice-President	          Customer Service Officer