SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 2)

(RULE 13e-4)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

MARSH & MCLENNAN COMPANIES, INC.

(NAME OF SUBJECT COMPANY (ISSUER) AND FILING PERSON (OFFEROR))

OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $1.00 PER SHARE

WITH AN EXERCISE PRICE EQUAL TO OR GREATER THAN US$38.68 PER

SHARE

(TITLE OF CLASS OF SECURITIES)

(CUSIP NUMBER OF CLASS OF SECURITIES)

PETER J. BESHAR

SENIOR VICE PRESIDENT AND GENERAL COUNSEL

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 THE FILING PERSON)

COPY TO:

RICHARD D. TRUESDELL, JR.

DAVIS POLK & WARDWELL

450 LEXINGTON AVENUE

NEW YORK, NEW YORK 10017

(212) 450-4674

CALCULATION OF FILING FEE

TRANSACTION VALUATION*	AMOUNT OF FILING FEE
$159,383,359	$18,759.42

     * Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 47,952,135 shares of common stock of Marsh & McLennan Companies, Inc. having an aggregate value of $159,383,359 as of May 18, 2005, will be surrendered and/or cancelled pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11(b)(2) of the Securities Exchange Act of 1934, as amended, equals $117.70 per million dollars of the value of the transaction.

x Check 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: $18,759.42	Filing party: Marsh & McLennan Companies, Inc.
Form or Registration No.: Schedule TO-I.	Date Filed: May 20, 2005.

o 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:

o third-party tender offer subject to Rule 14d-1

x issuer tender offer subject to Rule 13e-4

o going private transaction subject to Rule 13e-3

o 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 o

     This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the Securities and Exchange Commission (the “Commission”) on May 20, 2005 and amended on June 9, 2005 by Marsh & McLennan Companies, Inc., a Delaware Corporation (“MMC”), relating to an offer to eligible employees by MMC to exchange options with an exercise price equal to or greater than US$38.68 per share (the “options”) to purchase shares of MMC’s common stock, par value $1.00 per share (“common stock”), outstanding under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan, the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan and any applicable predecessor plans, as amended (the “Plans”), and held by eligible employees, for new options (the “new options”) to purchase shares of MMC’s common stock to be granted under the Plans, upon the terms and subject to the conditions set forth in the Offer to Exchange Certain Outstanding Options, dated May 23, 2005, as amended (the “offer to exchange”), and the related MMC Stock Option Exchange Form (the “election form” and, together with the offer to exchange, as they may be amended from time to time, the “offer”).

     This Amendment No. 2 is intended to satisfy the reporting requirements of Section 13(e) of the Securities Exchange Act of 1934, as amended. The information in the offer, a copy of which was previously filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii) thereto, is incorporated herein by reference.

ITEM 12.

            Item 12 is hereby amended and supplemented by adding the following:

            “Exhibit (a)(1)(xxii)        Reminder Communication and Notice to Eligible MMC Option Holders, to be delivered on or around June 20, 2005 (email and web access version)”

            “Exhibit (a)(1)(xxiii)       Reminder Communication and Notice to Eligible MMC Option Holders, to be delivered on or around June 20, 2005 (paper version)”

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.

Dated: June 17, 2005	MARSH & MCLENNAN COMPANIES, INC.
	By:	/s/ Bart Schwartz
		Name:  Bart Schwartz
		Title:     Vice President and Deputy General Counsel

EX-99.A1XXII

Exhibit (a)(1)(xxii)

[MMC Letterhead]

June 20, 2005

To MMC Optionholders Eligible for Stock Option Exchange:

There are approximately ten days left in which to make your election to participate in the MMC Stock Option Exchange program. The offer is scheduled to end at 5:00 p.m. U.S. Eastern Time on Thursday, June 30, 2005. To participate in this program, you must submit your election by that deadline.

Whether or not you have already made an election to participate in the program, you should note that the text of the Offer to Exchange Certain Outstanding Shares has been revised in response to comments received from the Securities and Exchange Commission. The underlying terms of the offer (including options eligible for exchange and the exchange ratios) remain unchanged.

Please visit the Stock Option Exchange section of MMC PeopleLink at www.mmcpeoplelink.com or www.peoplelink.ca in Canada to review the Amended and Restated Offer to Exchange Certain Outstanding Shares (revised 6/9/05), including a new Schedule C, which includes summary financial information about MMC. If you are interested in reviewing the textual changes, they are listed in Amendment No. 1 to Schedule TO, which is available with MMC’s other filings at www.sec.gov.

Accessing MMC PeopleLink to Make Your Election

You can access information about the Stock Option Exchange program through the Stock Option Exchange section of MMC PeopleLink at www.mmcpeoplelink.com or www.mmcpeoplelink.ca in Canada. You can review the exchange process and see a list of your options eligible for exchange and the exchange ratios, as well as the general tax implications of the exchange that may apply to you, and how to elect to exchange options. You’ll also find answers to frequently asked questions. Everything can be printed out for your convenience. Before deciding whether or not to participate, please read everything carefully. Keep in mind that this is a completely voluntary program.

If you are employed outside North America, you should have received an e-mail from MMC PeopleLink with the password and instructions you need to access the site’s Stock Option Exchange section. This e-mail was sent shortly after the announcement of the Stock Option Exchange program on May 20. (North American employees were not sent a password e-mail because they already have password access to MMC PeopleLink.)

If you did not receive your password or have any questions about the Stock Option Exchange program, please call 212-345-3500 between 9:00 a.m. and 5:00 p.m. U.S. Eastern Timeor send an e-mail to MMC.Stock.Option.Group@mmc.com. You can also call 212-345-3500 if you experience technical problems with MMC PeopleLink. You will be able to leave a voice message on this extension for calls after business hours.

Michael A. Petrullo
Senior Vice President & Chief Administrative Officer
Marsh & McLennan Companies, Inc.

The tender offer materials contain important information for optionholders, and should be read carefully by them prior to tendering. These written materials and other documents may be obtained free of charge from the Securities and Exchange Commission’s website at www.sec.gov.

Eligible MMC optionholders may obtain free of charge a paper copy of the tender offer statement by contacting MMC Corporate Development at (212) 345-5475.

EX-99.A1XXIII

Exhibit (a)(1)(xxiii)

[MMC Letterhead]

June 20, 2005

To MMC Optionholders Eligible for Stock Option Exchange:

There are approximately ten days left in which to make your election to participate in the MMC Stock Option Exchange program. The offer is scheduled to end at 5:00 p.m. U.S. Eastern Time on Thursday, June 30, 2005. To participate in this program, you must submit your election by that deadline.

Whether or not you have already made an election to participate in the program, you should note that the text of the Offer to Exchange Certain Outstanding Shares has been revised in response to comments received from the Securities and Exchange Commission. Enclosed is a copy of the Amended and Restated Offer to Exchange Certain Outstanding Shares (revised 6/9/05), including a new Schedule C, which includes summary financial information about MMC. If you are interested in reviewing the textual changes, they are listed in Amendment No. 1 to Schedule TO, which is available with MMC’s other filings at www.sec.gov. The underlying terms of the offer (including options eligible for exchange and the exchange ratios) remain unchanged.

Shortly after the announcement of the Stock Option Exchange Program on May 20, you should have received a set of materials explaining the exchange process, the general tax implications of the exchange that may apply to you, and how to elect to exchange options, as well as a set of frequently asked questions and personalized information about your eligible options. Before deciding whether or not to participate, please read the materials carefully. If you choose to exchange your options, please ensure you submit your election to MMC Global Compensation via fax to 212-345-4767 or direct mail to 1166 Avenue of the Americas, New York, NY 10036 U.S.A. before 5:00 p.m. U.S. Eastern Time on Thursday, June 30, 2005.

If you have questions about the Stock Option Exchange program, you can contact MMC Global Compensation by phone at 212-345-3500 weekdays between 9:00 a.m. and 5:00 p.m. U.S. Eastern Time. You will be able to leave a voice message on this extension for calls after business hours.

Michael A. Petrullo
Senior Vice President & Chief Administrative Officer
Marsh & McLennan Companies, Inc.

The tender offer materials contain important information for optionholders, and should be read carefully by them prior to tendering. These written materials and other documents may be obtained free of charge from the Securities and Exchange Commission’s website at www.sec.gov.

Eligible MMC optionholders may obtain free of charge a paper copy of the tender offer statement by contacting MMC Corporate Development at (212) 345-5475.