SC TO-C

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                  SCHEDULE TO-C
                                 (RULE 14d-100)
       Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of
                       the Securities Exchange Act of 1934

                        Marsh & McLennan Companies, Inc.
                            (Name of Subject Company)

                        Marsh & McLennan Companies, Inc.
                       (Names of Filing Persons - Offeror)

           Options to Purchase Common Stock, par value $1.00 per share
                         (Title of Class of Securities)
                         ------------------------------


                 -----------------------------------------------
                                 Peter J. Beshar
                  Vice President, General Counsel and Secretary
                        Marsh & McLennan Companies, Inc.
                           1166 Avenue of the Americas
                          New York, New York 10036-2774
                                 (212) 345-5000
   (Name, Address and Telephone Number of Person Authorized to Receive Notices
                 and Communications on Behalf of Filing Persons)

                                   Copies to:
                            Richard D. Truesdell, Jr.
                              Davis Polk & Wardwell
                              450 Lexington Avenue
                            New York, New York 10017
                            Telephone: (212) 450-4000


                           CALCULATION OF FILING FEE*
        Transaction valuation                     Amount of filing fee
-------------------------------------- -----------------------------------------

*No filing fee is required because this filing contains only preliminary
communications made before the commencement of a tender offer.

|_| Check the box if any part of the fee is offset as provided by Rule
    0-11(a)(2) and identify the filing with which the offsetting fee was
    previously paid. Identify the previous filing by registration statement
    number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:   ___________________  Filing Party: ___________________
Form or Registration No.: ___________________  Date Filed:   ___________________

|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:
|_| third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|
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This schedule and attached exhibits relate to a proposal to be submitted for the
approval of stockholders of Marsh & McLennan Companies, Inc. ("MMC") concerning
a stock option exchange program for certain employee optionholders.


MMC has not commenced the exchange offer referred to in the attachments or
filed the proxy statement for the 2005 Annual Meeting. When the exchange offer
is commenced, MMC will provide eligible optionholders with written materials
explaining the precise terms and timing of the exchange offer. The tender offer
materials and the proxy statement will contain important information for
optionholders and stockholders, respectively, and should be read carefully by
them prior to tendering or voting. These written materials and other documents
will be filed by MMC with the Securities and Exchange Commission and may be
obtained free of charge from the Securities and Exchange Commission's website at
www.sec.gov. If necessary, MMC stockholders may obtain a written copy of the
proxy statement and eligible MMC optionholders may obtain a written copy of the
tender offer statement, when available, by contacting MMC Corporate Development
at (212) 345-5475.


Item 12. Exhibits.

       99.1   Letter to Employees from Michael G. Cherkasky, president and chief
              executive officer of MMC, regarding approval of a stock option
              exchange program by the board of directors, subject to stockholder
              approval.

       99.2   Excerpt from scripted comments to be used by Michael G. Cherkasky,
              president and CEO of MMC, in investor conference call on Tuesday,
              March 1, 2005.





                                    SIGNATURE

       After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.



                                        /s/ Bart Schwartz
                                        ----------------------------------------
                                        (Signature)


                                        Bart Schwartz, Deputy General Counsel
                                        ----------------------------------------
                                        (Name & Title)


                                        March 1, 2005
                                        ----------------------------------------
                                        (Date)





                                INDEX TO EXHIBITS


       99.1.  Letter to Employees (filed herewith)
       99.2   Excerpt from scripted comments (filed herewith)

EX-99

                                                                    Exhibit 99.1



To:            All MMC Employees
Date:          March 1, 2005
From:          Michael Cherkasky
Subject:       Stock Option Exchange Proposal



As we focus our efforts on MMC's future performance, we need to ensure that our
employees are motivated and rewarded for their contributions to our future
success. Stock options - the right to buy MMC stock at a future date at a fixed
exercise price - are a key form of long-term incentive compensation for senior
professionals. At this point, however, more than 85% of the outstanding stock
options are "underwater," meaning they were granted at exercise prices higher
than MMC's current share price. These stock options are not providing effective
incentives for future performance.

After considerable study, we determined that a stock option exchange program for
certain deeply underwater options is appropriate and in the interests of
optionholders, shareholders and our company. I am pleased to announce that on
February 26, 2005, MMC's Board of Directors approved, subject to stockholder
approval, a proposed stock option exchange program for non-executive officer
optionholders. Under the proposed stock option exchange program, non-executive
officer optionholders may elect to exchange certain eligible MMC stock options
for a lesser number of new stock options with an exercise price equal to the
fair market value of MMC common stock at the time of the exchange.

Some key points about the stock option exchange proposal are as follows:

       o      MMC's most senior executive officers are excluded from the
              exchange program.

       o      Only stock options underwater by 25% or more would be eligible for
              the exchange program.

       o      Exchange ratios would be set with the intention that optionholders
              receive stock options that have a value that is equal to 90% of
              the value of the exchanged stock options.

The stock option exchange proposal will be included in the MMC 2005 Proxy
Statement, and will be voted on by MMC shareholders at the 2005 Annual Meeting
to be held on May 19, 2005. If shareholder approval is secured, we anticipate
opening the offer to exchange stock options shortly thereafter. At that time,
optionholders will receive detailed information on eligible stock options and
the exchange process.





This is a pivotal time for MMC. I am confident we can succeed by delivering our
best performance. Aligning our compensation programs to encourage that
performance is an important step.














MMC has not commenced the exchange offer referred to in this communication or
filed the proxy statement for the 2005 Annual Meeting. When the exchange offer
is commenced, MMC will provide eligible optionholders with written materials
explaining the precise terms and timing of the exchange offer. The tender offer
materials and the proxy statement will contain important information for
optionholders and stockholders, respectively, and should be read carefully by
them prior to tendering or voting. These written materials and other documents
will be filed by MMC with the Securities and Exchange Commission and may be
obtained free of charge from the Securities and Exchange Commission's website at
www.sec.gov. If necessary, MMC stockholders may obtain a written copy of the
proxy statement and eligible MMC optionholders may obtain a written copy of the
tender offer statement, when available, by contacting MMC Corporate Development
at (212) 345-5475.

EX-99

                                                                    Exhibit 99.2



Excerpt from Script for Investor Conference Call Scheduled for 10:00 a.m.,
March 1, 2005.


Our board, on the recommendation of management, has agreed to ask the
shareholders to approve an employee options value for value exchange. Our
employees will be offered 90% of the Black Scholes value of their underwater
options. This will allow our employees to voluntarily exchange a greater number
of higher priced out of the money options and obtain a lower number of options
at market price. We believe this will be in the shareholders interest as it will
help us with retention, but will also allow us to remove a substantial piece of
the option overhang. This program, in addition to the cash incentive retention
programs that run through November 2005, and ongoing option awards plan, is
necessary in our opinion, as we reduce fixed benefits, reduce our work force and
make compensation more variable.