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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1. Name and Address of Reporting Person * GREENBERG JEFFREY W   2. Issuer Name and Ticker or Trading Symbol MARSH & MCLENNAN COMPANIES INC [MMC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) 1166 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (Month/Day/Year) 10/25/2004 (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 10/25/2004   M   300,000 A $ 14.4791 1,044,104.8509 (1) (2) D   Common Stock 10/25/2004   M   120,000 A $ 15.8437 1,164,104.8509 (1) (2) D   Common Stock 10/25/2004   M   120,000 A $ 20.6354 1,284,104.8509 (1) (2) D   Common Stock               4,391.1011 I Stock Investment Plan (401K)

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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

Stock Options (Right to buy)

$ 14.4791

10/25/2004

M

300,000

(3)

10/03/2005

Common Stock

300,000

(4)

0

D

Stock Options (Right to buy)

$ 15.8437

10/25/2004

M

120,000

(5)

03/20/2006

Common Stock

120,000

(4)

0

D

Stock Options (Right to buy)

$ 20.6354

10/25/2004

M

120,000

(6)

03/19/2007

Common Stock

120,000

(4)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GREENBERG JEFFREY W 1166 AVENUE OF THE AMERICAS NEW YORK, NY 10036	X		Chairman and CEO

Signatures

William J. White, Attorney-in-Fact		10/27/2004
**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).
(5)	These options vested in four equal annual installments on March 21st of 1997, 1998, 1999 and 2000.
(3)	These options vested in four equal annual installments on October 4th of 1996, 1997, 1998 and 1999.
(6)	These options vested in four equal annual installments on March 20th of 1998, 1999, 2000 and 2001.
(1)	Includes 636,600 shares of MMC Restricted Stock.
(4)	Not Applicable
(2)	Includes 48.9785 shares acquired under the dividend reinvestment feature of the Marsh & McLennan Companies Employee Stock Purchase Plan at prevailing market prices.

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