Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
RAPPORT ROBERT J
  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
(Last)
(First)
(Middle)
1166 AVENUE OF THE AMERICAS
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2001
(Street)

NEW YORK, NY 10036
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 03/15/2003   M   508 (1) A $ 0 (2) 18,250.2276 D  
Common Stock 03/15/2003   F   203 (1) D $ 41.16 18,047.2276 D  
Common Stock 09/30/2004   P V 521 (3) A $ 38.8238 (3) 19,786.5506 D  
Common Stock 11/15/2004   P V 87.6526 (4) A $ 27.9492 19,874.2032 D  
Common Stock 01/03/2005   P V 336.6067 (3) A $ 28.1563 (3) 20,210.8099 D  
Common Stock 12/31/2004   P V 476.0278 (5) A $ 0 (5) 17,523.6252 I Stock Investment Plan (401K)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stk. Units -SISP (6) 12/31/2004   P V 1,129.3255 (7)     (2)   (2) Common Stock 1,129.3255 (2) 10,149.0298 D  
Restricted Stock Units (6) 02/27/2001   A   1,898     (2)   (2) Common Stock 1,898 (2) 7,562 (8) D  
Restricted Stock Units (6) 03/15/2003   M     508   (2)   (2) Common Stock 508 (2) 7,054 (8) D  
Restricted Stock Units - Bonus Deferral Plan (6) 02/13/2004   P V 137.274 (4)     (2)   (2) Common Stock 137.274 (2) 21,817.653 (8) D  
Restricted Stock Units - Bonus Deferral Plan (6) 11/15/2004   P V 268.974 (4)     (2)   (2) Common Stock 268.974 (2) 22,419.816 (8) D  
Stock Options (Right to buy) $ 30.505 03/16/2005   A   14,000     (9) 03/15/2015 Common Stock 14,000 (2) 14,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
RAPPORT ROBERT J
1166 AVENUE OF THE AMERICAS
NEW YORK, NY 10036
      Vice President and Controller  

Signatures

 William J. White, Attorney-in-fact   03/18/2005
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(3) Reflects shares acquired under the MMC Employee Stock Purchase Plan (the "Plan") at a 15% discount pursuant to the terms of the Plan.
(5) Reflects additional 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 December 31, 2004.
(9) These options vest in four equal annual installments on March 16th 2006, 2007, 2008 and 2009.
(7) Reflects additional 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 December 31, 2004.
(1) Vesting and distribution to reporting person of 508 shares of Restricted Stock Units of which 203 shares were withheld by MMC to cover applicatble taxes.
(6) The security converts to MMC Common Stock on a 1-for-1 basis
(8) Balance adjusted to reflect 1) the over-reporting of 131.70 units on forms previously filed by reporting person and 2) the fact that 1,994 restricted stock units which were previously reported in Mr. Rapport's restricted stock unit account are now reflected in his cash bonus deferral account.
(4) Dividend proceeds credited to the reporting person's account at prevailing market prices.
(2) Not Applicable

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