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 (Date of earliest event reported)      October 25, 2004
                                                 ----------------------------------------------



                               Marsh & McLennan Companies, Inc.
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                      (Exact Name of Registrant as Specified in Charter)



           Delaware                         1-5998                         36-2668272
- ------------------------------- ----------------------------- ---------------------------------
 (State or Other Jurisdiction      (Commission File Number)              (IRS Employer
      of Incorporation)                                                Identification No.)


     1166 Avenue of the Americas, New York, NY                               10036
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    (Address of Principal Executive Offices)                               (Zip Code)


Registrant's telephone number, including area code    (212) 345-5000
                                                   --------------------------------------------


   Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))









                 Section 5--Corporate Governance and Management

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

         Effective today, October 25, 2004, Mr. Jeffrey W. Greenberg's
employment with Marsh & McLennan Companies, Inc. ("MMC") terminated and he
resigned as chairman and chief executive officer of MMC, and the Board of
Directors of MMC has named Mr. Michael G. Cherkasky as president and chief
executive officer of MMC and elected him to the Board. In addition the Board
appointed Mr. Robert F. Erburu as lead director in lieu of a chairman of
the board.

         Mr. Cherkasky, who is age 54, was recently named chairman and chief
executive officer of Marsh Inc., MMC's risk and insurance services subsidiary,
after serving as chief executive officer of Marsh Kroll, MMC's risk consulting
subsidiary, since MMC's acquisition of Kroll Inc. in July 2004. Prior to the
acquisition, Mr. Cherkasky was president and chief executive officer of Kroll
since May 2001, after serving as president and chief operating officer of
Kroll's Investigations and Intelligence Group since December 1997. He was also
a director of Kroll since December 1997. Mr. Cherkasky had joined Kroll in 1994.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.

         Effective October 25, 2004, the Board of Directors of Marsh & McLennan
Companies, Inc. amended the MMC By-Laws to provide that the Chairman of the
Board may, but need not necessarily, be the Chief Executive Officer, and that
the Board may be led either by a Chairman of the Board or by a new position of
Lead Director. Previously the By-Laws provided that the Chairman of the Board
must be the Chief Executive Officer. A copy of the amendment is attached as an
exhibit hereto.

                             Section 8--Other Events
Item 8.01.  Other Events.

         On October 25, 2004, Marsh & McLennan Companies, Inc. issued a press
release announcing, among other things, the management changes described above.
A copy of the press release is attached to this Report as an exhibit.


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                INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

Marsh & McLennan Companies, Inc. and its subsidiaries ("MMC") and their
representatives may from time to time make verbal or written statements
(including certain statements contained in this report and other MMC filings
with the Securities and Exchange Commission and in our reports to stockholders)
relating to future results, which are forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995. Such statements
may include, without limitation, discussions concerning revenues, expenses,
earnings, cash flow, capital structure, existing credit facilities, pension
funding, the adverse consequences arising from market-timing issues at Putnam,
including fines and restitution, the matters raised in the complaint filed by
the New York State Attorney General's Office stating a claim for, among other
things, fraud and violations of New York State antitrust and securities laws, as
well as market and industry conditions, premium rates, financial markets,
interest rates, foreign exchange rates, contingencies, and matters relating to
MMC's operations and income taxes. Such forward-looking statements are based on
available current market and industry materials, experts' reports and opinions,
and long-term trends, as well as management's expectations concerning future
events impacting MMC. Forward-looking statements by their very nature involve
risks and uncertainties. Factors that may cause actual results to differ
materially from those contemplated by any forward-looking statements contained
herein include, in the case of MMC's risk and insurance services business,
changes in competitive conditions, the impact of litigation concerning the
claims brought by the New York State Attorney General's Office, movements in
premium rate levels, the continuation of difficult conditions for the transfer
of commercial risk and other changes in the global property and casualty
insurance markets, natural catastrophes, mergers between client organizations,
and insurance or reinsurance company insolvencies. Factors to be considered in
the case of MMC's investment management business include changes in worldwide
and national equity and fixed income markets, actual and relative investment
performance, the level of sales and redemptions, and the ability to maintain
investment management and administrative fees at historic levels; and with
respect to all of MMC's activities, the ability to amend or replace MMC's
existing credit facilities to provide long term support for commercial paper
borrowings following the claims brought by the New York State Attorney General,
the ability to successfully integrate acquired businesses, changes in general
worldwide and national economic conditions, the impact of terrorist attacks,
changes in the value of investments made in individual companies and investment
funds, fluctuations in foreign currencies, actions of competitors or regulators,
changes in interest rates or in the ability to access financial markets,
developments relating to claims, lawsuits and contingencies, prospective and
retrospective changes in the tax or accounting treatment of MMC's operations,
and the impact of tax and other legislation and regulation in the jurisdictions
in which MMC operates. In addition, there are risks and uncertainties relating
to MMC's ability to integrate Kroll's business successfully and realize expected
synergies, the continued strength of Kroll's relationships with its employees,
suppliers, and customers, and the accuracy of the basis for forecasts related to
Kroll's business.


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Forward-looking statements speak only as of the date on which they are made, and
MMC undertakes no obligation to update any forward-looking statement to reflect
events or circumstances after the date on which it is made or to reflect the
occurrence of unanticipated events.

MMC is committed to providing timely and materially accurate information to the
investing public, consistent with our legal and regulatory obligations. To that
end, MMC and its operating companies use their websites to convey meaningful
information about their businesses, including the anticipated release of
quarterly financial results and the posting of updates of assets under
management at Putnam. Monthly updates of total assets under management at Putnam
will be posted to the MMC website the first business day following the end of
each month. Putnam posts mutual fund and performance data to its website
regularly. Assets for most Putnam retail mutual funds are posted approximately
two weeks after each month-end. Mutual fund net asset value (NAV) is posted
daily. Historical performance and Lipper rankings are also provided. Investors
can link to MMC and its operating company websites through www.mmc.com.



                  Section 9--Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

            (c)   Exhibits
            3.1   Amendment to By-Laws adopted October 25, 2004.
            99.1  Press release issued October 25, 2004.




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                                   SIGNATURES

      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.


                                        MARSH & McLENNAN COMPANIES, INC.

                                        By: /s/ Bart Schwartz
                                            -----------------------------------
                                            Name: Bart Schwartz
                                            Title:  Deputy General Counsel
                                                     & Corporate Secretary


Date:   October 25, 2004

EX-3

                                                                     Exhibit 3.1


RESOLVED, that the By-Laws of Marsh & McLennan Companies, Inc. shall
be amended by

(a)  replacing Article IV, Section 1 (following the heading), in its entirety,
     with the following two sentences:

     "The Board of Directors shall elect officers of the Corporation, including
     a Chairman of the Board or a Lead Director, one or more Vice Presidents, a
     Secretary, a Treasurer and a Controller. The Board of Directors may also
     elect one or more Vice Chairmen."

(b)  replacing the heading and the first sentence of Article IV, Section 3 with
     the following:

     "Chairman of the Board/Lead Director. As the Board may determine from time
     to time, there shall be either a Chairman of the Board or a Lead Director.
     The Chairman of the Board may, but need not necessarily, also be the Chief
     Executive Officer of the Corporation.";

(c)  replacing the phrase "Chairman of the Board" wherever it appears with
     "Chairman of the Board or Lead Director, as the case may be"; and

(d)  replacing Article IV, Section 4 (following the heading), in its entirety,
     with the following sentence:

     "A Vice Chairman, if any, shall, subject to the control of the Board of
     Directors and of the committees exercising functions of the Board of
     Directors, perform such duties as may from time to time be assigned to the
     Vice Chairman by the Chairman or Lead Director."

EX-99

                                                                    Exhibit 99.1


News Release


             JEFFREY W. GREENBERG RESIGNS AS CHAIRMAN AND CEO OF MMC

                  MICHAEL G. CHERKASKY NAMED PRESIDENT AND CEO

              BOARD APPOINTS LEAD DIRECTOR AND SPECIAL COMMITTEE TO
                           ADDRESS REGULATORY MATTERS


NEW YORK, NEW YORK, October 25, 2004--The Board of Directors of Marsh & McLennan
Companies, Inc. (MMC) today took a series of actions designed to enable the
company to resolve its legal and regulatory issues while continuing to provide
high-quality service to its clients.

The MMC Board of Directors has accepted the resignation of chairman and chief
executive officer Jeffrey W. Greenberg.

The Board has named Michael G. Cherkasky as president and chief executive
officer of the company and elected him to the Board of Directors. Mr. Cherkasky
will also continue in his current role as chairman and chief executive officer
of the company's risk and insurance services subsidiary Marsh Inc.

The company said it plans to announce tomorrow significant reforms in the
business model of its Marsh Inc. subsidiary which will be rooted in transparency
and under which Marsh will receive compensation for its services from only one
party: its clients.

The Board of Directors said: "Jeff Greenberg has served MMC with dedication as
chairman and chief executive officer for the past four and a half years. He has
led the company through significant challenges, including the tragedy of
September 11. We thank him for his contributions and respect the fact that Jeff
has placed the interests of the company first. It is now time for the company to
move forward to resolve the issues confronting it.




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"Michael Cherkasky is a proven executive with an enormous breadth of experience.
He brings a history of innovation and together with our other senior executives
will restore the confidence of our clients, employees, and shareholders and
reassure the regulatory authorities of our commitment to operate at the highest
legal and ethical standards."

Formerly chief executive officer of Marsh Kroll, MMC's risk consulting
subsidiary, Mr. Cherkasky has a distinguished record as a manager, prosecutor,
investigator, and trial attorney. He joined Kroll in 1994, rising to the
position of president and chief executive officer in 2001. Prior to joining
Kroll, Mr. Cherkasky spent 16 years in the criminal justice system, including
serving as chief of the Investigations Division for the New York County District
Attorney's Office. Mr. Cherkasky is leading MMC's role in the investigation of
the New York State Attorney General's charges being conducted by Davis Polk &
Wardwell.

A special committee of outside directors has been formed to spearhead the
company's activities in resolving its legal and regulatory matters. Robert F.
Erburu, former chairman of The Times Mirror Company, will serve as chairman of
the committee. The other committee members are Lewis W. Bernard, formerly of
Morgan Stanley & Co., Inc.; Zachary W. Carter, a partner at the law firm of
Dorsey & Whitney LLP and a former United States Attorney for the Eastern
District of New York; and Stephen R. Hardis, former chairman of Eaton
Corporation.

Mr. Erburu has also been named lead director of the MMC Board of Directors.

Mr. Cherkasky said: "I am committed to managing the company through this
challenging period. I will be working closely with the leadership and colleagues
of MMC's operating companies and with our Board members to make sure that our
business model and processes provide the best service to our clients. MMC is a
strong company with a proud 130-year history and terrific people. I want to
assure our clients, colleagues, and shareholders that we will resolve our
problems and move forward."


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MMC is a global professional services firm with annual revenues exceeding $11
billion. It is the parent company of Marsh Inc., the world's leading risk and
insurance services firm; Putnam Investments, one of the largest investment
management companies in the United States; and Mercer Inc., a major global
provider of consulting services. More than 63,000 employees provide analysis,
advice, and transactional capabilities to clients in over 100 countries. Its
stock (ticker symbol: MMC) is listed on the New York, Chicago, Pacific, and
London stock exchanges. MMC's website address is www.mmc.com.


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