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^*

GROVES RAY 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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF EXEC OFFICER, MARSH INC.

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2004

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 STOCK	08/08/2004		F		651⁽¹⁾	D	$42.7	76,872.3641⁽²⁾⁽³⁾	D
COMMON STOCK								72.1706⁽⁴⁾	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)
DIRECTORS STOCK PLAN (ANNEX) RS UNITS	⁽⁵⁾	02/15/2004		P	V	88.23⁽⁶⁾		⁽⁷⁾	⁽⁷⁾	COMMON	88.23	$48.87	13,996.96	D
DIRECTORS STOCK PLAN (ANNEX) RS UNITS	⁽⁵⁾	05/15/2004		P	V	100.76⁽⁶⁾		⁽⁷⁾	⁽⁷⁾	COMMON	100.76	$43.07	14,097.72	D
SISP RESTRICTED STOCK UNITS	⁽⁵⁾	06/30/2004		P	V	135.2437⁽⁸⁾		⁽⁷⁾	⁽⁷⁾	COMMON	135.2437	⁽⁸⁾	568.8454	D
DIRECTORS STOCK PLAN RS UNITS	⁽⁵⁾	02/15/2004		P	V	198.53⁽⁹⁾		⁽⁷⁾	⁽⁷⁾	COMMON	198.53	$48.87	31,496.06	D
DIRECTORS STOCK PLAN RS UNITS	⁽⁵⁾	05/15/2004		P	V	226.72⁽⁹⁾		⁽⁷⁾	⁽⁷⁾	COMMON	226.72	$43.07	31,722.78	D
BONUS DEFERRAL PLAN RS UNITS	⁽⁵⁾	02/15/2004		P	V	17.845⁽¹⁰⁾		⁽⁷⁾	⁽⁷⁾	COMMON	17.845	$48.96	2,836.11	D
BONUS DEFERRAL PLAN RS UNITS	⁽⁵⁾	05/15/2004		P	V	20.518⁽¹⁰⁾		⁽⁷⁾	⁽⁷⁾	COMMON	20.518	$42.85	2,856.628	D

Explanation of Responses:

1. Shares withheld to cover payment of taxes upon vesting of 1,668 shares of restricted stock.

2. Includes an aggregate of 124.2264 shares acquired at quarterly dividend payment dates pursuant to MMC's dividend reinvestment plan administered by the Bank of New York.

3. Includes 4.2567 shares acquired under the dividend reinvestment feature of the Marsh & McLennan Companies Stock Purchase Plan at prevailing market prices.

4. Includes 37.8181 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 June 30, 2004.

5. The security converts to MMC common stock on a 1-for-1 basis.

6. Acquired with dividend proceeds credited to reporting person's account under the Marsh & McLennan Directors Stock Compensation Plan (Annex).

7. Not Applicable.

8. 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 June 30, 2004.

9. Acquired with dividend proceeds credited to reporting person's account under the Marsh & McLennan Directors Stock Compensation Plan.

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

Remarks:

	WILLIAM J. WHITE, Attorney-in-fact	08/10/2004
	** 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).
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.