Sec Form 4 Filing - ROSOFF WILLIAM L @ MARSH & MCLENNAN COMPANIES INC - 2004-09-21

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 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 ROSOFF WILLIAM L 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) Sr. Vice Pres./Gen. Counsel (Last) (First) (Middle) 1166 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (MM/DD/YY) 09/21/2004 (Street) NEW YORK, NY10036 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 136,907.3967 ( 1 ) ( 2 ) D Common Stock 06/30/2004 P V 353.3114 ( 3 ) A $ 0 ( 3 ) 1,558.2285 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 ( 4 ) 06/30/2004 P V 1,318.7539 ( 5 ) ( 6 ) ( 6 ) Common Stock 1,318.7539 ( 6 ) 4,599.117 D Restricted Stock Units ( 4 ) 09/21/2004 A 2,250 ( 7 ) ( 6 ) ( 6 ) Common Stock 2,250 ( 6 ) 69,128 D Restricted Stock Units - Bonus Deferral Plan ( 4 ) 02/13/2004 P V 53.534 ( 8 ) ( 6 ) ( 6 ) Common Stock 53.534 $ 48.96 8,508.326 D Restricted Stock Units - Bonus Deferral Plan ( 4 ) 08/13/2004 P V 68.383 ( 8 ) ( 6 ) ( 6 ) Common Stock 68.383 $ 42.61 8,576.709 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROSOFF WILLIAM L 1166 AVENUE OF THE AMERICAS NEW YORK, NY10036 Sr. Vice Pres./Gen. Counsel Signatures William J. White, Attorney-in-Fact 09/22/2004 Signature of Reporting Person Date

Explanation of Responses:

( 8 )Acquired with dividend proceeds credited to the reporting person's account under the Marsh & McLennan Cash Bonus Award Voluntary Deferral Plan. ( 1 )Includes 17.1012 shares acquired under the dividend reinvestment feature of the Marsh & McLennan Companies Employee Stock Purchase Plan at prevailing market prices ( 5 )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 June 30, 2004. ( 2 )Includes 132,700 shares of restricted stock. ( 7 )Reflects supplemental award of restricted stock units pursuant to MMC's Restricted Stock Voluntary Deferral Program. ( 4 )The security converts to MMC Common Stock on a 1-for-1 basis ( 3 )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 June 30, 2004. ( 6 )Not Applicable

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