UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                             ________________________

                                     FORM 8-K

                                  CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934

        Date of report (Date of earliest event reported): April 7, 2005

                             ________________________

                         Marsh & McLennan Companies, Inc.
                (Exact Name of Registrant as Specified in Charter)

        Delaware                       1-5998                     36-2668272
    (State or Other           (Commission File Number)          (IRS Employer
      Jurisdiction                                           Identification No.)
   of Incorporation)

        1166 Avenue of the Americas New York, NY                    10036
        (Address of Principal Executive Offices)                  (Zip Code)

        Registrant's telephone number, including area code: (212) 345-5000

                                  Not Applicable
           (Former Name or Former Address, if Changed Since Last Report)

        Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

        |_|  Written communications pursuant to Rule 425 under the Securities
             Act (17 CFR 230.425)

        |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
             (17 CFR 240.14a-12)

        |_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
             Exchange Act (17 CFR 240.14d-2(b))

        |_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
             Exchange Act (17 CFR 240.13e-4(c))


================================================================================
<PAGE>


                 Section 1--Registrant's Business and Operations

Item 1.01.  Entry Into a Material Definitive Agreement.

         On April 7, 2005, a fully executed agreement (the "Agreement") among
Marsh & McLennan Companies, Inc. ("MMC"), its former chairman and chief
executive officer, Jeffrey W. Greenberg and JG Trident II, LLC ("Greenberg LLC")
was delivered to MMC. The Agreement, dated as of March 31, 2005, provides that
in connection with the proposed transfer of MMC Capital Inc.'s business to a
company to be formed by MMC Capital's senior management team (the "Proposed
Transactions"), the parties reserve the following rights:

     1.  The characterization of Mr. Greenberg's termination of the general
         partnership interest of Greenberg LLC in Trident Capital II, L.P.
         ("Trident II") and Mr. Greenberg's limited partnership interest in
         Trident II (collectively, the "Greenberg Partnership Interests"), as
         being a "voluntary termination" or an "involuntary termination" (either
         with or without "Cause") in accordance with the Trident II limited
         partnership agreement shall not be determined until the
         characterization of the termination of Mr. Greenberg's employment with
         MMC is finally determined, either through agreement or through judicial
         process.

     2.  Neither the conversion of Marsh & McLennan GP I, Inc. from a general to
         a limited partner of Trident II nor any other aspect of the Proposed
         Transactions will foreclose or otherwise prejudice the right of any
         party to take any position with regard to the proper characterization
         and the consequences of the termination of the Greenberg Partnership
         Interests.

The foregoing summary is qualified in its entirety by reference to the
Agreement, a copy of which is filed herewith.


                  Section 9--Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

            (c)  Exhibits

            10.1  Agreement among Marsh & McLennan Companies, Inc., its former
                  chairman and chief executive officer, Jeffrey W. Greenberg and
                  JG Trident II, LLC dated as of March 31, 2005.


                                        2
<PAGE>


                INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

         Marsh & McLennan Companies, Inc. and its subsidiaries ("MMC") and their
         representatives may from time to time make verbal or written statements
         (including certain statements contained in this report and other MMC
         filings with the Securities and Exchange Commission and in our reports
         to stockholders) relating to future results, which are forward-looking
         statements as that term is defined in the Private Securities Litigation
         Reform Act of 1995. Such statements may include, without limitation,
         discussions concerning the matters raised in the complaint filed by the
         New York Attorney General's Office stating a claim for, among other
         things, fraud and violations of New York State antitrust and securities
         laws, the complaint filed by the Connecticut Attorney General and
         numerous other investigations being conducted by other state attorneys
         general and state superintendents or commissioners of insurance,
         elimination of market services agreements ("MSA"), the new business
         model of Marsh Inc., the adverse consequences arising from
         market-timing issues at Putnam, including fines and restitution,
         revenues, expenses, earnings and cash flow, capital structure, existing
         credit facilities, and access to public capital markets including
         commercial paper markets, pension funding, market and industry
         conditions, premium rates, financial markets, interest rates, foreign
         exchange rates, claims, lawsuits and other contingencies, and matters
         relating to MMC's operations and income taxes.

         Such forward-looking statements are based on available current market
         and industry materials, experts' reports and opinions, and long-term
         trends, as well as management's expectations concerning current and
         future events impacting MMC. Forward-looking statements by their very
         nature involve risks and uncertainties. Factors that may cause actual
         results to differ materially from those contemplated by forward-looking
         statements that we make include:

             o   the impact of litigation and regulatory proceedings brought by
                 the New York Attorney General's Office, other state attorneys
                 general and state insurance regulators,

             o   the impact of class actions, derivative actions and individual
                 suits brought by policyholders and shareholders (including MMC
                 employees) asserting various claims, including claims under
                 U.S. securities laws, ERISA, RICO, unfair business practices
                 and other common law or statutory claims,

             o   loss of clients,

             o   loss of producers or key managers,

             o   inability to negotiate satisfactory compensation arrangements
                 with insurance carriers or clients,

             o   inability to reduce expenses to the extent necessary to achieve
                 desired levels of profitability,


                                        3
<PAGE>


             o   inability to collect previously accrued MSA revenue,

             o   changes in competitive conditions,

             o   movements in premium rate levels,

             o   changes in the availability of, and the market conditions and
                 the premiums insurance carriers charge for, insurance products,

             o   mergers between client organizations,

             o   insurance or reinsurance company insolvencies,

             o   the impact of litigation and other regulatory matters stemming
                 from market-timing issues at Putnam,

             o   changes in worldwide and national equity and fixed income
                 markets,

             o   actual and relative investment performance of the Putnam mutual
                 funds,

             o   the level of sales and redemptions of Putnam mutual fund
                 shares,

             o   Putnam's ability to maintain investment management and
                 administrative fees at current levels,

             o   the ability of MMC to successfully access the public capital
                 markets to meet long term financing needs,

             o   the continued strength of MMC's relationships with its
                 employees and clients,

             o   the ability to successfully integrate acquired businesses and
                 realize expected synergies,

             o   changes in general worldwide and national economic conditions,

             o   the impact of terrorist attacks,

             o   natural catastrophes,

             o   changes in the value of investments made in individual
                 companies and investment funds,

             o   fluctuations in foreign currencies,

             o   actions of regulators and law enforcement authorities,

             o   changes in interest rates or the inability to access financial
                 markets,

             o   developments relating to claims, lawsuits and contingencies,


                                        4
<PAGE>


             o   prospective and retrospective changes in the tax or accounting
                 treatment of MMC's operations, and

             o   the impact of tax and other legislation and regulation in the
                 jurisdictions in which MMC operates.

         Forward-looking statements speak only as of the date on which they are
         made, and MMC undertakes no obligation to update any forward-looking
         statement to reflect events or circumstances after the date on which it
         is made or to reflect the occurrence of unanticipated events.

         MMC is committed to providing timely and materially accurate
         information to the investing public, consistent with our legal and
         regulatory obligations. To that end, MMC and its operating companies
         use their websites to convey meaningful information about their
         businesses, including the anticipated release of quarterly financial
         results and the posting of updates of assets under management at
         Putnam. Monthly updates of total assets under management at Putnam
         will be posted to the MMC website the first business day following the
         end of each month. Putnam posts mutual fund and performance data to
         its website regularly. Assets for most Putnam retail mutual funds are
         posted approximately two weeks after each month-end. Mutual fund net
         asset value (NAV) is posted daily. Historical performance and Lipper
         rankings are also provided.





                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                               MARSH & McLENNAN COMPANIES, INC.

                                               By: /s/ Bart Schwartz
                                                   -----------------------------
                                                   Name: Bart Schwartz
                                                   Title: Deputy General Counsel

Date: April 8, 2005

                                        5
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{"company-data": {"conformed-name": "MARSH & MCLENNAN COMPANIES, INC.", "cik": "0000062709", "assigned-sic": "6411", "irs-number": "362668272", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-05998", "film-number": "05741059"}, "business-address": {"street1": "1166 AVENUE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10036", "phone": "2123455000"}, "mail-address": {"street1": "1166 AVENUE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10036"}, "former-company": [{"former-conformed-name": "MARSH & MCLENNAN COMPANIES INC", "date-changed": "19920703"}, {"former-conformed-name": "MARLENNAN CORP", "date-changed": "19760505"}]}
UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                             ________________________

                                     FORM 8-K

                                  CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934

        Date of report (Date of earliest event reported): April 7, 2005

                             ________________________

                         Marsh & McLennan Companies, Inc.
                (Exact Name of Registrant as Specified in Charter)

        Delaware                       1-5998                     36-2668272
    (State or Other           (Commission File Number)          (IRS Employer
      Jurisdiction                                           Identification No.)
   of Incorporation)

        1166 Avenue of the Americas New York, NY                    10036
        (Address of Principal Executive Offices)                  (Zip Code)

        Registrant's telephone number, including area code: (212) 345-5000

                                  Not Applicable
           (Former Name or Former Address, if Changed Since Last Report)

        Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

        |_|  Written communications pursuant to Rule 425 under the Securities
             Act (17 CFR 230.425)

        |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
             (17 CFR 240.14a-12)

        |_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
             Exchange Act (17 CFR 240.14d-2(b))

        |_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
             Exchange Act (17 CFR 240.13e-4(c))

================================================================================
Section 1--Registrant's Business and Operations

Item 1.01.  Entry Into a Material Definitive Agreement.

         On April 7, 2005, a fully executed agreement (the "Agreement") among
Marsh & McLennan Companies, Inc. ("MMC"), its former chairman and chief
executive officer, Jeffrey W. Greenberg and JG Trident II, LLC ("Greenberg LLC")
was delivered to MMC. The Agreement, dated as of March 31, 2005, provides that
in connection with the proposed transfer of MMC Capital Inc.'s business to a
company to be formed by MMC Capital's senior management team (the "Proposed
Transactions"), the parties reserve the following rights:

     1.  The characterization of Mr. Greenberg's termination of the general
         partnership interest of Greenberg LLC in Trident Capital II, L.P.
         ("Trident II") and Mr. Greenberg's limited partnership interest in
         Trident II (collectively, the "Greenberg Partnership Interests"), as
         being a "voluntary termination" or an "involuntary termination" (either
         with or without "Cause") in accordance with the Trident II limited
         partnership agreement shall not be determined until the
         characterization of the termination of Mr. Greenberg's employment with
         MMC is finally determined, either through agreement or through judicial
         process.

     2.  Neither the conversion of Marsh & McLennan GP I, Inc. from a general to
         a limited partner of Trident II nor any other aspect of the Proposed
         Transactions will foreclose or otherwise prejudice the right of any
         party to take any position with regard to the proper characterization
         and the consequences of the termination of the Greenberg Partnership
         Interests.

The foregoing summary is qualified in its entirety by reference to the
Agreement, a copy of which is filed herewith.

                  Section 9--Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

            (c)  Exhibits

            10.1  Agreement among Marsh & McLennan Companies, Inc., its former
                  chairman and chief executive officer, Jeffrey W. Greenberg and
                  JG Trident II, LLC dated as of March 31, 2005.

                                        2
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

         Marsh & McLennan Companies, Inc. and its subsidiaries ("MMC") and their
         representatives may from time to time make verbal or written statements
         (including certain statements contained in this report and other MMC
         filings with the Securities and Exchange Commission and in our reports
         to stockholders) relating to future results, which are forward-looking
         statements as that term is defined in the Private Securities Litigation
         Reform Act of 1995. Such statements may include, without limitation,
         discussions concerning the matters raised in the complaint filed by the
         New York Attorney General's Office stating a claim for, among other
         things, fraud and violations of New York State antitrust and securities
         laws, the complaint filed by the Connecticut Attorney General and
         numerous other investigations being conducted by other state attorneys
         general and state superintendents or commissioners of insurance,
         elimination of market services agreements ("MSA"), the new business
         model of Marsh Inc., the adverse consequences arising from
         market-timing issues at Putnam, including fines and restitution,
         revenues, expenses, earnings and cash flow, capital structure, existing
         credit facilities, and access to public capital markets including
         commercial paper markets, pension funding, market and industry
         conditions, premium rates, financial markets, interest rates, foreign
         exchange rates, claims, lawsuits and other contingencies, and matters
         relating to MMC's operations and income taxes.

         Such forward-looking statements are based on available current market
         and industry materials, experts' reports and opinions, and long-term
         trends, as well as management's expectations concerning current and
         future events impacting MMC. Forward-looking statements by their very
         nature involve risks and uncertainties. Factors that may cause actual
         results to differ materially from those contemplated by forward-looking
         statements that we make include:

             o   the impact of litigation and regulatory proceedings brought by
                 the New York Attorney General's Office, other state attorneys
                 general and state insurance regulators,

             o   the impact of class actions, derivative actions and individual
                 suits brought by policyholders and shareholders (including MMC
                 employees) asserting various claims, including claims under
                 U.S. securities laws, ERISA, RICO, unfair business practices
                 and other common law or statutory claims,

             o   loss of clients,

             o   loss of producers or key managers,

             o   inability to negotiate satisfactory compensation arrangements
                 with insurance carriers or clients,

             o   inability to reduce expenses to the extent necessary to achieve
                 desired levels of profitability,

                                        3
o   inability to collect previously accrued MSA revenue,

             o   changes in competitive conditions,

             o   movements in premium rate levels,

             o   changes in the availability of, and the market conditions and
                 the premiums insurance carriers charge for, insurance products,

             o   mergers between client organizations,

             o   insurance or reinsurance company insolvencies,

             o   the impact of litigation and other regulatory matters stemming
                 from market-timing issues at Putnam,

             o   changes in worldwide and national equity and fixed income
                 markets,

             o   actual and relative investment performance of the Putnam mutual
                 funds,

             o   the level of sales and redemptions of Putnam mutual fund
                 shares,

             o   Putnam's ability to maintain investment management and
                 administrative fees at current levels,

             o   the ability of MMC to successfully access the public capital
                 markets to meet long term financing needs,

             o   the continued strength of MMC's relationships with its
                 employees and clients,

             o   the ability to successfully integrate acquired businesses and
                 realize expected synergies,

             o   changes in general worldwide and national economic conditions,

             o   the impact of terrorist attacks,

             o   natural catastrophes,

             o   changes in the value of investments made in individual
                 companies and investment funds,

             o   fluctuations in foreign currencies,

             o   actions of regulators and law enforcement authorities,

             o   changes in interest rates or the inability to access financial
                 markets,

             o   developments relating to claims, lawsuits and contingencies,

                                        4
o   prospective and retrospective changes in the tax or accounting
                 treatment of MMC's operations, and

             o   the impact of tax and other legislation and regulation in the
                 jurisdictions in which MMC operates.

         Forward-looking statements speak only as of the date on which they are
         made, and MMC undertakes no obligation to update any forward-looking
         statement to reflect events or circumstances after the date on which it
         is made or to reflect the occurrence of unanticipated events.

         MMC is committed to providing timely and materially accurate
         information to the investing public, consistent with our legal and
         regulatory obligations. To that end, MMC and its operating companies
         use their websites to convey meaningful information about their
         businesses, including the anticipated release of quarterly financial
         results and the posting of updates of assets under management at
         Putnam. Monthly updates of total assets under management at Putnam
         will be posted to the MMC website the first business day following the
         end of each month. Putnam posts mutual fund and performance data to
         its website regularly. Assets for most Putnam retail mutual funds are
         posted approximately two weeks after each month-end. Mutual fund net
         asset value (NAV) is posted daily. Historical performance and Lipper
         rankings are also provided.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                               MARSH & McLENNAN COMPANIES, INC.

                                               By: /s/ Bart Schwartz
                                                   -----------------------------
                                                   Name: Bart Schwartz
                                                   Title: Deputy General Counsel

Date: April 8, 2005

                                        5