SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
---
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1995

___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission file number 1-7933

Aon Corporation
---------------
(Exact Name of Registrant as Specified in its Charter)

DELAWARE 36-3051915
-------- ------------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)

123 N. WACKER DR., CHICAGO, ILLINOIS 60606
------------------------------------ -----
(Address of Principal Executive Offices) (Zip Code)

(312) 701-3000
--------------
(Registrant's Telephone Number)

Indicate by 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
--- ---
Number of shares of common stock outstanding:

No. Outstanding
Class as of 3-31-95
----- ---------------
$1.00 par value Common 107,976,401

Part 1
Financial Information
Aon CORPORATION
Condensed Consolidated Statements of Financial Position
-------------------------------------------------------

(millions) At End of At End of
Assets Mar. 31, 1995 Dec. 31, 1994
------------- -------------
(Unaudited)

Investments
Fixed maturities
Held to maturity $ 2,955.4 $ 2,983.8
Available for sale 4,391.6 4,160.3
Equity securities at fair value
Common stocks 268.8 314.9
Preferred stocks 652.2 624.4
Mortgage loans on real estate 574.5 567.5
Real estate (net of accumulated depreciation) 35.3 35.6
Policy loans 216.7 214.9
Other long-term investments 105.0 97.9
Short-term investments 950.8 783.2
--------- ---------
Total investments 10,150.3 9,782.5

Cash 517.7 508.8

Receivables
Insurance brokerage and consulting
services 2,047.2 1,882.0
Premiums and other 746.6 637.7
Accrued investment income 146.0 133.5
--------- ---------
Total receivables 2,939.8 2,653.2

Deferred Policy Acquisition Costs 1,186.3 1,181.6
Intangible Assets 1,610.5 1,548.0
Property and Equipment at Cost (net of 291.4 266.5
accumulated depreciation)
Assets Held Under Special Contracts 1,686.8 1,595.1
Other Assets 465.9 386.2
--------- ---------
Total Assets $18,848.7 $17,921.9
========= =========

At End of At End of
Liabilities and Equity Mar. 31, 1995 Dec. 31, 1994
------------- -------------
(Unaudited)
Policy Liabilities
Future policy benefits $ 1,425.2 $ 1,434.5
Policy and contract claims 970.8 944.2
Unearned and advance premiums 1,514.4 1,428.4
Other policyholder funds 5,628.3 5,503.3
--------- ---------
Total policy liabilities 9,538.7 9,310.4

General Liabilities
Short-term borrowings 259.2 243.9
Insurance premiums payable 2,742.2 2,408.7
Commissions and general expenses 534.1 526.6
Accrued income taxes 357.4 330.2
Notes payable 487.0 495.5
Debt guarantee of ESOP 65.5 65.5
Liabilities held under special contracts 1,686.8 1,595.1
Other liabilities 708.6 638.6
--------- ---------
Total Liabilities 16,379.5 15,614.5
--------- ---------

Commitments and Contingent Liabilities

Redeemable Preferred Stock 50.0 50.0

Stockholders' Equity
Preferred stock - $1 par value 11.1 11.1
Common stock - $1 par value 110.6 110.6
Paid-in additional capital 495.9 485.2
Net unrealized investment losses (40.4) (142.8)
Net foreign exchange gains/(losses) 10.5 (19.7)
Retained earnings 2,023.3 1,998.1
Less - Treasury stock at cost (70.7) (72.9)
Deferred compensation (121.1) (112.2)
--------- ---------
Total Stockholders' Equity 2,419.2 2,257.4
--------- ---------

Total Liabilities and Equity $18,848.7 $17,921.9
========= =========

See the accompanying notes to the condensed consolidated financial statements.

-2-

Aon CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

(millions except per share data) First Quarter Ended
-----------------------
March 31, March 31,
1995 1994
--------- ---------
REVENUE
Premiums and policy fees........................ $ 490.7 $ 466.9
Net investment income........................... 208.8 185.5
Realized investment gains....................... 0.6 1.7
Brokerage commissions and fees.................. 419.7 342.2
Other income.................................... 19.6 23.3
-------- --------
Total revenue earned........................ 1,139.4 1,019.6
-------- --------
BENEFITS AND EXPENSES
Benefits to policyholders....................... 346.7 326.1
Commissions and general expenses................ 513.4 447.2
Interest expense................................ 13.0 11.1
Amortization of deferred policy
acquisition costs............................. 74.0 64.7
Amortization of intangible assets............... 23.8 22.5
-------- --------
Total benefits and expenses................. 970.9 871.6
-------- --------
INCOME BEFORE INCOME TAX 168.5 148.0
Provision for income tax..................... 57.3 48.9
-------- --------
NET INCOME ........................................ $ 111.2 $ 99.1
======== ========
Income Attributable to Common Stockholders......... $ 104.4 $ 90.8
======== ========
Net income per share (1) .......................... $ 0.96 $ 0.88
======== ========
Cash dividends paid on common stock ............... $ 0.32 $ 0.30
======== ========
Average common and common equivalent shares
outstanding ................................. 108.7 105.7
======== ========

(1) Includes the effect of $6.8 million and $6.5 million of dividends
incurred on the 8%, 6.25% and Series C preferred stock in first quarter
ended March 31, 1995 and 1994, respectively.

See the accompanying notes to the condensed consolidated financial statements.

-3-

Aon CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
(Unaudited)

(millions)
First Quarter Ended
---------------------
March 31, March 31,
1995 1994
--------- ---------

Cash Provided by Operating Activities.................................... $ 290.6 $ 259.5
------- -------

Cash Flows from Investing Activities:
Sale (purchase) of short term investments-net.......................... (149.7) 91.4
Sale or maturity of investments
Fixed maturities - Held to maturity
Maturities........................................ 0.7 10.9
Calls and Prepayments............................. 47.6 438.6
Sales............................................. 3.0 -
Fixed maturities - Available for sale
Maturities........................................ 21.7 36.6
Calls and Prepayments............................. 52.7 150.2
Sales............................................. 465.6 220.8
All other investments................................................ 124.8 430.2
Purchase of investments
Fixed maturities - Held to maturity................................. - (496.4)
Fixed maturities - Available for sale............................... (675.0) (311.0)
All other investments............................................... (135.8) (563.5)
Acquisition of subsidiaries........................................... (63.0) (10.2)
Property and equipment and other...................................... (24.3) (17.1)
------- -------
Cash Used by Investing Activities............................... (331.7) (19.5)
------- -------

Cash Flows from Financing Activities:
Treasury stock transactions - net..................................... (2.3) (2.2)
Issuance(repayments) of short-term borrowings - net................... 15.3 (4.4)
Issuance of long-term debt securities................................. - 99.7
Repayment of notes payable............................................ (11.7) (125.0)
Interest sensitive life, annuity and investment contract deposits..... 477.7 445.5
Interest sensitive life, annuity and investment contract withdrawals.. (397.9) (446.9)
Cash dividends to stockholders........................................ (41.4) (38.9)
Retirement of Series B conversion preferred stock..................... - (28.4)
------- -------
Cash Provided (Used) by Financing Activities.................... 39.7 (100.6)
------- -------

Effect of Exchange Rate Changes on Cash.................................. 10.3 (1.5)
Increase in Cash......................................................... 8.9 137.9
Cash at Beginning of Period.............................................. 508.8 163.8
------- -------
Cash at End of Period.................................................... $ 517.7 $ 301.7
======= =======

See the accompanying notes to condensed consolidated financial statements.

-4-

Aon CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Statement of Accounting Principles
----------------------------------

The financial results included in this report are stated in conformity with
generally accepted accounting principles and are unaudited but include all
normal recurring adjustments which the Registrant ("Aon") considers
necessary for a fair presentation of the results for such periods. These
interim figures are not necessarily indicative of results for a full year
as further discussed below.

Refer to the consolidated financial statements and notes in the Annual
Report to Stockholders for the year ended December 31, 1994 for additional
details of Aon's financial position, as well as a description of the
accounting policies which have been continued without change. The details
included in the notes have not changed except as a result of normal
transactions in the interim and the events mentioned in the footnotes
below.

2. Statements of Financial Accounting Standards (SFAS)
---------------------------------------------------

As required, in first quarter 1995, Aon adopted SFAS Statement Nos. 114 and
118 which relate to accounting by creditors for impairment of a loan.
These standards require that impaired loans are to be valued at the present
value of expected future cash flows, at the loan's observable market price,
or at the fair value of the collateral if the loan is collateral dependent.
Implementation of these standards did not have a material effect on Aon's
financial statements.

In March 1995, the Financial Accounting Standards Board (FASB) issued
Statement No. 121 (Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of). This Statement requires that
long-lived assets and certain identifiable intangibles to be held and used
by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Aon anticipates adopting this Statement in its 1996 financial
statements as required. Implementation of this Statement is not expected
to have a material effect on Aon's financial statements.

3. Business Combinations
---------------------

In first quarter 1995, Aon merged with a retail insurance broker
specializing in construction business coverages. This business
combination has been accounted for by the pooling of interests method.
Prior period financial statements have not been restated because the effect
of the merger was not material to Aon's consolidated financial statements.

In addition, certain insurance brokerage subsidiaries of Aon acquired
several insurance brokerage operations. These acquisitions were financed
by internal funds and were accounted for by the purchase method. They were
not material to Aon's consolidated financial statements.

4. Treasury Stock
--------------

In first quarter 1995, Aon purchased 521,600 shares of its common stock, at
a total cost of $18.2 million. Aon reissued 418,700 shares of common stock
from treasury for employee benefit plans during the first quarter. The net
aggregate cost of those shares exceeded the net aggregate proceeds
resulting in a charge to retained earnings.

In addition, Aon reissued 383,000 shares of treasury stock in connection
with a business combination. There were 2.6 million shares of common stock
held in treasury at March 31, 1995.

Aon CORPORATION

MANAGEMENT'S ANALYSIS OF OPERATING RESULTS
AND FINANCIAL CONDITION

REVENUE AND INCOME BEFORE INCOME TAX
FOR FIRST QUARTER 1995

CONSOLIDATED RESULTS
- --------------------

Premiums and policy fees increased $23.8 million or 5.1% in first quarter 1995,
compared with the same period last year. Life premium and policy fees earned
increased 4.8% in the quarter, primarily reflecting an increase in auto credit
earned premiums which resulted from strong writings in the prior year. Accident
and health premiums earned increased $16.3 million or 5.5% primarily due to the
continued growth of Combined Insurance Company of America ("Combined") direct
sales business. Specialty property and casualty premiums earned increased 3.7%
in the quarter reflecting a higher volume of new business in the extended
warranty line. The anticipated phase-out of certain specialty liability
programs partially offset this increase.

Net investment income increased $23.3 million or 12.6% in the first quarter.
Investments in higher yielding securities continued to stimulate growth in the
quarter. Levels of investment income were also influenced by higher interest
rates, additional investable funds and increased returns on equity securities
when compared to 1994.

Brokerage commissions and fees increased $77.5 million or 22.6% in first quarter
1995 reflecting internal growth and business combination activity, primarily the
late-1994 mergers with Jenner Fenton Slade Group Limited (JFS), Energy Insurance
International (EII) and HRStrategies Inc. (HRS).

Total revenue increased $119.8 million or 11.7% in the first quarter over last
year, reflecting investment income growth, a favorable foreign exchange impact,
and the business combinations mentioned above. Total benefits and expenses
increased 11.4% in the same period. Income before income tax increased $20.5
million or 13.9% in the first quarter, due largely to revenue growth.

MAJOR LINES OF BUSINESS
- -----------------------

INSURANCE BROKERAGE AND CONSULTING SERVICES
- -------------------------------------------

"Retail brokerage" provides for the placement and management of insurance risks
for commercial clients as well as associations and financial institutions.
Revenue increased $48.1 million or 22.5% for the first quarter 1995.
Improvements in revenue and income were primarily fueled by internal growth and
acquisition activity, namely EII and other post-first quarter 1994 acquisitions.
Retail brokerage continued to reflect highly competitive property and casualty
pricing in the domestic market. Consulting related fees previously included in
Retail brokerage in 1994 have been reclassified to "Consulting" to conform to
the 1995 presentation.

"Reinsurance and wholesale" provides reinsurance, third-party administration,
underwriting management and captive services. When compared to the same period
last year, revenue from this brokerage element increased $28.8 million or 33.6%.
The major contributing factors to this increased revenue were internal growth,
and to a lesser extent, the inclusion of the JFS (London-based insurance and
reinsurance broker) business combination in fourth quarter 1994.

"Consulting" provides a full range of employee benefits and compensation
consulting and administrative services. This business showed revenue growth of
$7.1 million or 13.3% for the first quarter. The major contributing factors to
this increased revenue were the inclusion of the Pecos River (employee training)
and HRS (human resources strategy development) business combinations in third
and fourth quarter 1994, respectively. Although the consulting line produced
higher revenues when compared to 1994, this line experienced slow growth in
benefit plan products.

Overall, revenue for the insurance brokerage and consulting services segment
increased $84 million or 23.8% in the quarter primarily due to internal growth
and acquisitions. Limiting this revenue increase, the brokerage segment
continues to be impacted by a soft property and casualty market. Pretax income
increased $12.3 million or 19.6% when compared to first quarter 1994 reflecting
recent acquisitions as well as internal growth.

Domestic/International Results
- ------------------------------

First quarter domestic insurance brokerage and consulting services revenue and
income before income tax represent 67% and 46%, respectively, of the total.
International brokerage revenue of $145.1 million increased 28.6% for the first
quarter. International brokerage pretax income increased 19.9% for the quarter
due in part to acquisitions made since the first quarter 1994. Partially
offsetting this increase is the lower than anticipated inflow of financial
planning revenues in the consulting line of business. In the international
retail brokerage subsegment, the revenue pattern results in revenues being
highest in the first quarter of the year, while expenses are incurred on a more
even basis throughout the year.

LIFE INSURANCE
- --------------

The life insurance line of business is composed primarily of capital
accumulation products, credit insurance and ordinary life products. Revenue
increased 5.1% for the first quarter 1995 when compared to prior year primarily
due to increased investment income generated on higher sales of guaranteed
investment contracts and variable products. Although premiums and fees on
capital accumulation products continued to grow, rising interest rates and
higher adjusted crediting rates caused spreads to further narrow thereby
impacting income growth. In addition, traditional life business in Europe and
the Pacific is continuing to runoff as planned.

Pretax income for life insurance increased $0.9 million or 3.7% for the first
quarter 1995, compared with last year primarily due to good cost controls,
improved benefit experience in the Combined and credit auto businesses and
growth in capital accumulation variable annuities and credit auto premiums
earned. Overall, benefit and expense margins in first quarter 1995 did not
suggest any significant shift in operating trends.

Domestic/International Results
- ------------------------------

First quarter domestic life revenue and income before income tax represent 94%
and 92%, respectively, of the total. Growth in domestic life income before
income tax increased slightly when compared to its 1994 level. International
life revenue of $15.6 million increased 4% and income before income tax
increased substantially due to improved margins on auto credit business.

ACCIDENT AND HEALTH INSURANCE
- -----------------------------

The accident and health line of business is composed primarily of individual
accident and health products sold by employees/agents and through direct
response techniques, and credit disability products. Revenue increased $17.5
million or 5.6% in the first quarter. Combined direct accident and health
revenue grew 6.9% in the first quarter. Financial credit disability revenue
decreased 25.9% in the quarter due to the discontinuation of lower margin
business. Auto credit insurance experienced improved earned premiums in first
quarter resulting from higher growth in written premiums in 1994. Direct
response revenue increased 2.4% in the first quarter, primarily reflecting
continued growth in third party endorsed business.

Income before income tax of $38 million increased 4.4% in the first quarter.
Pretax income on Combined's direct sales was up 10.4% from last year, in part
due to good general expense controls and to strong international health product
sales. Auto credit pretax income decreased from last year reflecting margin
declines. Pretax income on direct response decreased from 1994 primarily due to
adverse benefit experience in the broad market and disability lines.

Domestic/International Results
- ------------------------------

First quarter domestic accident and health revenue and income before income tax
represent 77% and 68%, respectively, of the total. Combined direct and credit
disability products represent all the business marketed internationally.
International accident and health revenue of $76.5 million increased 11% in the
quarter influenced, in part, by an increase in auto credit earned premiums and
by strong sales of Combined's health products in Europe and the Pacific.
International income before income tax increased 5.1% compared to the previous
year primarily due to Combined's revenue growth and reductions in general
expense ratios which offset, in part, slightly higher claims costs.

SPECIALTY PROPERTY AND CASUALTY INSURANCE
- -----------------------------------------

This line of business is composed primarily of extended warranties for
mechanical repair, principally for automobiles as well as appliances and
electronic equipment, and specialty liability insurance, primarily professional
liability and workers' compensation. Revenue decreased slightly when compared
to first quarter 1994. Certain specialty property and casualty underwriting
programs continued to be phased-out with increased warranty revenue largely
offsetting the loss of specialty property and casualty revenue. Revenues in
both the extended warranty auto and the brown and white lines were strong.

Income before income tax of $12.9 million decreased 5.1% in the first quarter
when compared to prior year, reflecting the continued phase-out of certain
underwriting programs. Partially offsetting this decline were improved expense
comparisons and revenue growth in the extended warranty brown and white line.

Domestic/International Results
- ------------------------------

First quarter domestic revenue and income before income tax represent 81% and
95%, respectively, of the total. Domestic income before income tax decreased
6.2% for the first quarter due to the continued phase-out of certain
underwriting programs mentioned above. First quarter international revenue was
13.1% above prior year. International income before income tax improved 16.7%
during the quarter reflecting improved claims experience and a higher volume of
new business, particularly in the brown and white extended warranty line.

CORPORATE AND OTHER
- -------------------

Revenue in this category consists primarily of investment income on capital,
financing fees, and realized investment gains before tax. Allocation
of investment income to the insurance segments is determined by the invested
assets which underlie policyholder liabilities for each of the major insurance
product lines. Excess invested assets and related investment income, which do
not underlie these liabilities, are reported in this segment. Expenses include
corporate administrative costs, interest and financing expenses, and goodwill
amortization associated with acquisitions.

Revenue increased 11.7% for the first quarter 1995 due in part to new
investments in higher yielding securities, additional investable funds,
increased returns on equity securities, and growth in financing fees. Pretax
realized investment gains for the first quarter were $0.6 million and $1.7
million in 1995 and 1994, respectively. Income before income tax increased $6.4
million or 58.2% over the same period last year.

Aon CORPORATION
MAJOR LINES OF BUSINESS

(millions) First Quarter Ended
---------------------
March 31, Percent
1995 Change
--------- -------

Revenue

Insurance brokerage and consulting services..... $ 436.3 23.8%
Life............................................ 244.3 5.1
Accident and health............................. 329.6 5.6
Specialty property and casualty................. 78.4 (0.1)
Corporate and other............................. 50.8 14.7
-------- ----
Total revenue earned..................... $1,139.4 11.7%
======== ====
Income Before Income Tax
Insurance brokerage and consulting services..... $ 75.0 19.6%
Life............................................ 25.2 3.7
Accident and health............................. 38.0 4.4
Specialty property and casualty................. 12.9 (5.1)
Corporate and other............................. 17.4 58.2
-------- ----
Total income before income tax........... $ 168.5 13.9%
======== ====

Aon CORPORATION
REVENUE BY MAJOR PRODUCT LINE

(millions) First Quarter Ended
---------------------------
March 31, Percent
1995 Change
---------- ----------

Insurance brokerage and consulting services
Retail brokerage (1)..........................$ 261.5 22.5 %
Reinsurance and wholesale..................... 114.5 33.6
Consulting (1)................................ 60.3 13.3
---------- ----------
Total revenue earned..................$ 436.3 23.8 %
========== ==========

Life
Capital accumulation products.................$ 142.6 5.6 %
Ordinary, Credit and other.................... 101.7 4.4
---------- ----------
Total revenue earned..................$ 244.3 5.1 %
========== ==========

Accident and health
Combined direct sales.........................$ 216.1 6.9 %
Direct response and Group..................... 79.9 2.4
Credit and other.............................. 33.6 5.0
---------- ----------
Total revenue earned..................$ 329.6 5.6 %
========== ==========

Specialty property and casualty...............$ 78.4 (0.1)%
========== ==========
Corporate and other
Investment income on capital and other........$ 44.6 18.3 %
Financing fees................................ 5.6 14.3
Realized investment gains..................... 0.6 (64.7)
---------- ----------
Total revenue earned...................$ 50.8 14.7 %
========== ==========

(1) Consulting related fees previously included in Retail brokerage in 1994 have
been reclassified to Consulting to conform to the 1995 presentation.

NET INCOME FOR FIRST QUARTER 1995

The effective tax rate for first quarter 1995 operating income, which excludes
after-tax realized investment gains was 34%, compared to 33% for the full year
1994. The one percentage point increase in the tax rate on operating income is
due to the changing business mix. Realized gains were taxed at 36% in 1995 and
1994.

Average shares outstanding for the first quarter increased 2.8% primarily due to
the issuance of common shares related to business combinations. First quarter
net income was $111.2 million ($0.96 per share) compared to $99.1 million ($0.88
per share) in 1994. Included in first quarter 1994 net income are after-tax
realized investment gains of $0.01 per share.

CASH FLOW AND FINANCIAL POSITION
AT THE END OF FIRST QUARTER 1995

Cash flows from operating activities in first quarter 1995 were $290.6 million,
an increase of $31.1 million from first quarter 1994. This increase primarily
reflects growth in operating income as well as growth in the insurance unearned
income liability.

Investing activities used cash of $331.7 million which was made available
primarily from operations as well as $79.8 million from net cash flows from
capital accumulation products. Cash used for acquisition activity during the
first quarter 1995 was $63 million.

Cash totalling $39.7 million was provided during first quarter 1995 by financing
activities. Cash was used to pay dividends of $34.6 million on common stock,
$4.5 million on 8% perpetual preferred stock, $1.7 million on 6.25% convertible
preferred stock and $0.6 million on Series C preferred stock.

In addition, included in notes payable at March 31, 1995 is approximately $11
million which represents the principal amount of notes due within one year.

Aon's operating subsidiaries anticipate that there will be adequate liquidity to
meet their needs in the foreseeable future. Aon anticipates continuation of the
company's positive cash flow and the ability of the parent company to access
adequate short-term lines of credit. Aon does not anticipate insufficient cash
flow in the long-term.

The businesses of Aon's operating subsidiaries continue to provide substantial
positive cash flow. Brokerage cash flow has been used primarily for servicing
acquisition-related debt. Due to the contractual nature of its insurance
policyholder liabilities which are intermediate to long-term in nature, Aon has
invested primarily in fixed maturities. With a carrying value of $7.3 billion,
Aon's total fixed maturity portfolio is invested primarily in investment grade
holdings (97.0%) and has a market value which is 97.6% of amortized cost.

There are $2.9 billion of mortgage-backed securities, primarily collateralized
mortgage obligations (CMOs), included in the fixed maturities portfolio. There
are no CMO residuals, interest only, inverse floating or principal only type
securities in Aon's CMO portfolio. CMOs have been acquired as alternatives to
mortgage-backed pass-through securities. Aon's insurance subsidiaries have
generally acquired shorter tranche CMOs classified in the form of sequential
payment, targeted amortization classes (TACs) or support TACs.

Market values for CMOs are established each quarter based primarily on
information received from broker-dealer market makers. Certain mortgage-backed
securities are subject to duration extension risk in periods of rising interest
rates and to prepayment risk, especially, in periods of declining interest
rates. To limit its credit risk, Aon's CMO investments are concentrated in AAA
and AA rated tranches.

Invested assets at March 31, 1995 increased $367.8 million from year-end levels.
The amortized cost and fair value of less than investment grade fixed maturity
investments, at March 31, 1995, were $218.9 million and $224.4 million,
respectively. The carrying value of non-income producing investments in Aon's
portfolio at March 31, 1995 was $65 million, or 0.6% of total invested assets.

Mortgage loans held totalled $574.5 million or 5.7% of total invested assets.
Aon maintained separate investment reserves related to mortgage loan losses on
real estate and illiquid holdings, which include real estate ventures and
limited partnerships, totalling $34 million at the end of first quarter 1995,
down $2.4 million from the year end 1994 level of $36.4 million. These reserves
are a product of Aon's continued review of the characteristics and risks of its
investment portfolio and current environmental and economic conditions.

Total assets increased $926.8 million to $18.8 billion since year-end 1994,
primarily due to growth in both the investment securities portfolio and the
insurance brokerage business, and to a lesser extent, the impact of foreign
exchange conversion to the U.S. dollar.

Aon measures capital accumulation product asset and liability durations to
determine its net exposure to changes in interest rates. The duration match
associated with interest-sensitive products is closely monitored. Non interest-
sensitive insurance products do not require as close monitoring of duration
matching.

Aon will adjust its duration mismatch subject to market conditions and its
outlook on interest rate trends. As of March 31, 1995, assets and liabilities
had a duration variance of an estimated 1.5 years compared to an estimated 0.7
years at year-end 1994.

Aon uses derivative financial instruments (primarily financial futures, swaps
and options) to: (a) manage its overall asset/liability duration match; (b)
hedge asset price risk associated with financial instruments whose change in
value is reported under SFAS 115; and (c) hedge other business risks. As of
March 31, 1995, Aon had open contracts which had unrealized losses of
approximately $10 million. These losses have been taken into consideration in
deriving the fair value of the portfolios being hedged.

Stockholders' equity increased $161.8 million in first quarter 1995 to $19.79
per share, an increase of $1.49 per share since year-end. During first quarter
1995, net unrealized investment losses decreased by $102.4 million, of which
$83.4 million is related to fixed maturities available for sale. The $30 million
valuation allowance pertaining to the deferred tax asset which was provided
directly in stockholders' equity at year-end 1994 was reversed in first quarter
due to an improvement in market performance. In addition, retained earnings was
reduced by dividends to stockholders of $78.1 million. Included in the reduction
for dividends is an accrual for the second quarter 1995 common stock cash
dividend.

Review by Independent Auditors
- ------------------------------

The condensed consolidated financial statements at March 31, 1995, and for the
first quarter then ended have been reviewed, prior to filing, by Ernst & Young
LLP, Aon's independent auditors, and their report is included herein.

INDEPENDENT ACCOUNTANTS REVIEW REPORT

Board of Directors and Stockholders
Aon Corporation

We have reviewed the accompanying condensed consolidated statement of financial
position of Aon Corporation as of March 31, 1995, and the related condensed
consolidated statements of income and cash flows for the three-month periods
ended March 31, 1995 and 1994. These financial statements are the
responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, which will be
performed for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements referred
to above for them to be in conformity with generally accepted accounting
principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated statement of financial position of Aon Corporation
as of December 31, 1994, and the related consolidated statements of income,
stockholders equity, and cash flows for the year then ended, not presented
herein, and in our report dated February 9, 1995, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated statement of
financial position as of December 31, 1994, is fairly stated, in all material
respects, in relation to the consolidated statement of financial position from
which it has been derived.

ERNST & YOUNG LLP

Chicago, Illinois
May 2, 1995

PART II
-------

OTHER INFORMATION
-----------------

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------- ---------------------------------------------------

(a) The Annual Meeting of Stockholders of the Registrant was held on
April 20, 1995 ("1995 Annual Meeting").

(b) Not applicable.

Withhold
Name For Authority
---- --- ---------

Daniel T. Carroll 90,441,603 271,070
Franklin A. Cole 90,458,576 254,097
Edgar D. Jannotta 90,469,876 242,797
Perry J. Lewis 90,470,651 242,022
Joan D. Manley 90,473,926 238,747
Andrew J. McKenna 90,460,889 251,784
Newton N. Minow 90,114,753 597,920
Donald S. Perkins 90,457,442 255,231
Peer Pedersen 88,978,670 1,734,003
John W. Rogers, Jr. 90,468,358 244,315
Patrick G. Ryan 90,116,171 596,502
George A. Schaefer 90,460,453 252,220
Raymond I. Skilling 90,116,127 596,546
Fred L. Turner 90,474,080 238,593
Arnold R. Weber 90,457,510 255,163

Set forth below is the tabulation of the vote on the resolution to
approve adoption of the Aon Corporation 1995 Senior Officer
Incentive Compensation Plan.

For Against Abstain
--- ------- -------

84,784,391 5,271,233 657,049

Set forth below is the tabulation of the vote on the resolution to
approve the 1994 Amended and Restated Outside Director Stock Award
Plan as amended and approved at the 1995 Annual Meeting.

For Against Abstain
--- ------- -------

80,408,219 9,071,708 1,232,746

Set forth below is the tabulation of the vote on the resolution to
approve the adoption of the Aon Deferred Compensation Plan.

For Against Abstain
--- ------- -------

88,881,728 1,319,516 511,429

Set forth below is the tabulation of the vote on the selection of
Ernst & Young LLP as auditors for the Registrant for the 1995
fiscal year.

For Against Abstain
--- ------- -------

90,233,200 264,318 215,155

(d) Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits - The exhibits filed with this report are listed on the
attached Exhibit Index.

(b) Reports on Form 8-K - No Current Reports on Form 8-K were filed for the
quarter ended March 31, 1995.

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 thereunto duly authorized.

Aon Corporation
---------------
(Registrant)
May 15, 1995 /s/ Harvey N. Medvin
-------------------------------------------------
HARVEY N. MEDVIN
EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND TREASURER
(Principal Financial and Accounting Officer)

Aon CORPORATION
---------------

EXHIBIT INDEX
-------------

Exhibit Number
In Regulation S-K, Page
Item 601 Exhibit Table No.
- ---------------------- ----

(10)(a) Aon Corporation 1995 Senior Officer Incentive
Compensation Plan.

(10)(b) 1994 Amended and Restated Outside Director Stock
Award Plan.

(10)(c) Aon Deferred Compensation Plan.

(11) Statement regarding Computation of Per Share Earnings.

(12) Statements regarding Computation of Ratios.

(a) Statement regarding Computation of Ratio of
Earnings to Fixed Charges.

(b) Statement regarding Computation of Ratio of
Earnings to Combined Fixed Charges and Preferred
Stock Dividends.

(15) Letter re: Unaudited Interim Financial Information.

(27) Financial Data Schedule