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

(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)
	Vice President and Controller

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2005

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	08/15/2005		J⁽¹⁾	V	49.216	A	$27.3206	20,554.2413	D
Common Stock	11/16/2005		M		638.258⁽²⁾	A	$0⁽³⁾	21,192.4993	D
Common Stock	11/16/2005		F		222.751⁽²⁾	D	$28.81	20,969.7483	D
Common Stock								36,772.28⁽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)
Restricted Stock Units - Bonus Deferral Plan	⁽⁵⁾	08/15/2005		J⁽¹⁾	V	141.579		⁽³⁾	⁽³⁾	Common Stock	141.579	$27.23⁽³⁾	22,819.22	D
Restricted Stock Units - Bonus Deferral Plan	⁽⁵⁾	11/15/2005		J⁽¹⁾	V	134.047		⁽³⁾	⁽³⁾	Common Stock	134.047	$28.94⁽³⁾	22,953.267	D
Restricted Stock Units - Bonus Deferral Plan	⁽⁵⁾	11/16/2005		M			638.258⁽²⁾	⁽³⁾	⁽³⁾	Common Stock	638.258	⁽³⁾	22,315.009	D

Explanation of Responses:

1. Dividend proceeds credited to the reporting person's account at prevailing market prices.

2. Vesting and distribution to reporting person of 638.258 restricted stock units (under the MMC Cash Bonus Award Voluntary Deferral Plan) of which 222.751 shares were withheld by MMC to cover applicatble taxes.

3. Not Applicable

4. Reflects account balance of reporting person as of November 17, 2005.

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

	Robert J. Rapport	11/18/2005
	** 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).
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