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

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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^*

RAPPORT ROBERT J

(Last)

(First)

(Middle)

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036-2774

(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)
	V. PRES. & CONTROLLER

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2004

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	02/27/2004		M		498⁽¹⁾	A	$48.06	19,252.7866⁽⁴⁾	D
COMMON	02/27/2004		F		193⁽¹⁾	D	$48.06	19,059.7866	D
COMMON								16,295.9413⁽⁵⁾	I	STOCK INVESTMENT PLAN (401K)

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)
BONUS DEFERRAL PLAN RESTRICTED STOCK UNITS	⁽²⁾	02/27/2004		M			498⁽¹⁾	⁽³⁾	⁽³⁾	COMMON	498	$48.06	19,823.653⁽⁶⁾	D
SISP RS UNITS	⁽²⁾							⁽³⁾	⁽³⁾	COMMON	⁽⁷⁾		8,631.9195⁽⁷⁾	D

Explanation of Responses:

1. Vesting and distribution of 498 Bonus Deferral Plan Stock Units of which 193 shares were withheld to cover applicable taxes.

2. The security converts to common stock on a one-for-one basis.

3. Not Applicable.

4. Includes 426.5518 shares acquired at prevailing market prices pursuant to the dividend reinvestment feature of the MMC Employee Stock Purchase Plan.

5. Includes 987.4676 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 December 31, 2003.

6. Reflects 137.274 restricted stock units acquired under the dividend reinvestment feature of the MMC Cash Bonus Deferral Plan at prevailing market prices.

7. Reflects 1165.38 restricted stock units 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 December 31, 2003.

Remarks:

	WILLIAM J. WHITE, Attorney-in-fact	03/02/2004
	** 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).
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