SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CABIALLAVETTA MATHIS

(Last)

(First)

(Middle)

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MARSH & MCLENNAN COMPANIES INC [ MMC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, MMC International

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/17/2005		M		4,206⁽¹⁾	A	$0⁽²⁾	159,057.1078⁽³⁾⁽⁴⁾	D
Common Stock	01/17/2005		F		888⁽¹⁾	D	$31.81	158,169.1078⁽³⁾⁽⁴⁾	D
Common Stock - SIP								295.0808⁽⁵⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stk. Units -SISP	⁽⁶⁾	09/30/2004		P	V	329.9214⁽⁷⁾		⁽²⁾	⁽²⁾	Common Stock	329.9214	⁽⁷⁾	5,830.1954	D
Restricted Stock Units	⁽⁶⁾	01/17/2005		M			4,206⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	4,206	⁽²⁾	106,787	D
Restricted Stock Units - Bonus Deferral Plan	⁽⁶⁾	05/14/2004		P	V	25.422⁽⁸⁾		⁽²⁾	⁽²⁾	Common Stock	25.422	$42.85	3,539.444	D
Restricted Stock Units - Bonus Deferral Plan	⁽⁶⁾	08/13/2004		P	V	28.243⁽⁸⁾		⁽²⁾	⁽²⁾	Common Stock	28.243	$42.61	3,567.687	D
Restricted Stock Units - Bonus Deferral Plan	⁽⁶⁾	11/15/2004		P	V	43.322⁽⁸⁾		⁽²⁾	⁽²⁾	Common Stock	43.322	$28	3,611.009	D

Explanation of Responses:

1. Vesting and distribution to reporting person of 4,206 shares of Restricted Stock Units of which 888 shares were withheld by MMC to cover applicatble taxes.

2. Not Applicable

3. Includes shares of MMC Restricted Stock.

4. Includes 841.578 shares acquired under the Marsh & McLennan Companies Employee Stock Purchase Plan (the "Plan") and 69.6363 acquired pursuant to the reinvestment of dividends at prevailing market prices.

5. Reflects additional shares acquired by the Stock Investment Plan (SIP) Custodian at prevailing market prices. Information reported herein is based on reporting person's Plan Statement as of September 30, 2004.

6. The security converts to MMC Common Stock on a 1-for-1 basis

7. Reflects additional shares acquired by the Stock Investment Supplemental Plan (SISP) Custodian at prevailing market prices. Information reported herein is based on reporting person's Plan Statement as of September 30, 2004.

8. Acquired with dividend proceeds credited to the reporting person's account under the Marsh & McLennan Cash Bonus Award Voluntary Deferral Plan.

	William J. White, Attorney-in-Fact	01/19/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.