SECURITIES AND EXCHANGE COMMISSION 
                           WASHINGTON, DC  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 5, 1999 
  
  
                      MARSH & MCLENNAN COMPANIES, INC. 
           -------------------------------------------------- 
           (Exact name of Registrant as Specified in Charter) 
  
  
 Delaware                             1-5998             36-2668272 
 --------                             ------             ----------
 (State or Other Jurisdiction       (Commission         (IRS Employer 
 of Incorporation)                  File Number)        Identification No.) 
  
  
 1166 Avenue of the Americas                                 10036-2774 
 ---------------------------                                 ----------
 (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) 
  

  
 ITEM 5.   OTHER EVENTS 
  
           An exhibit is filed herewith in connection with the Registration
 Statement on Form S-3 (File No. 333-67543) originally filed November 19,
 1998 by Marsh & McLennan Companies, Inc. (the "Company"). 
  
           On April 5, 1999, the Company entered into an Underwriting
 Agreement ("Underwriting Agreement") with Goldman & Sachs & Co., as
 underwriter, relating to 4,100,000 shares (the "Shares") of common stock,
 par value $1.00 per share, of the Company. 
  
           On April 6, 1999, the Company filed a prospectus supplement dated
 April 5, 1999 pursuant to Rule 424(b) of the Securities Act of 1933, as
 amended, relating to the issuance of the Shares. 
            
           The Underwriting Agreement, which is a exhibit to the
 Registration Statement, is being filed as an exhibit hereto.   

  
 ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS. 
  
           The Company is filing herewith the following exhibits: 
  
           (c)  Exhibits. 
  
           The exhibits accompanying this report are listed in the
 accompanying Exhibit Index. 



                                    Signature

  
      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, thereto duly authorized. 
  

                                   Marsh & McLennan Companies, Inc. 
  
  
  
 Dated:    April 12, 1999          By:  /s/ Gregory F. Van Gundy 
                                        ----------------------------
                                   Name:  Gregory F. Van Gundy 
                                   Title: Secretary 

  

                                  EXHIBIT INDEX
  
  
           The following exhibits are filed herewith and are exhibits to the
 Company's Registration Statement on Form S-3, Registration No. 333-67543,
 as noted below. 
  
  
                    Registration No.  
                      333-67543 
 Exhibit No.          Exhibit NO.                    Exhibit 
 

 1                      1.1                    Underwriting Agreement dated 
                                               April 5, 1999, among the 
                                               Company and Goldman, Sachs 
                                               & Co., as underwriter.
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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": "99592215"}, "business-address": {"street1": "1166 AVE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10036", "phone": "2123455000"}, "mail-address": {"street1": "1166 AVE OF THE AMERICAS", "street2": "27TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10036"}, "former-company": {"former-conformed-name": "MARLENNAN CORP", "date-changed": "19760505"}}
SECURITIES AND EXCHANGE COMMISSION 
                           WASHINGTON, DC  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 5, 1999 
  
  
                      MARSH & MCLENNAN COMPANIES, INC. 
           -------------------------------------------------- 
           (Exact name of Registrant as Specified in Charter) 
  
  
 Delaware                             1-5998             36-2668272 
 --------                             ------             ----------
 (State or Other Jurisdiction       (Commission         (IRS Employer 
 of Incorporation)                  File Number)        Identification No.) 
  
  
 1166 Avenue of the Americas                                 10036-2774 
 ---------------------------                                 ----------
 (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) 
  

  
 ITEM 5.   OTHER EVENTS 
  
           An exhibit is filed herewith in connection with the Registration
 Statement on Form S-3 (File No. 333-67543) originally filed November 19,
 1998 by Marsh & McLennan Companies, Inc. (the "Company"). 
  
           On April 5, 1999, the Company entered into an Underwriting
 Agreement ("Underwriting Agreement") with Goldman & Sachs & Co., as
 underwriter, relating to 4,100,000 shares (the "Shares") of common stock,
 par value $1.00 per share, of the Company. 
  
           On April 6, 1999, the Company filed a prospectus supplement dated
 April 5, 1999 pursuant to Rule 424(b) of the Securities Act of 1933, as
 amended, relating to the issuance of the Shares. 
            
           The Underwriting Agreement, which is a exhibit to the
 Registration Statement, is being filed as an exhibit hereto.   

  
 ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS. 
  
           The Company is filing herewith the following exhibits: 
  
           (c)  Exhibits. 
  
           The exhibits accompanying this report are listed in the
 accompanying Exhibit Index. 

                                    Signature

  
      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, thereto duly authorized. 
  

                                   Marsh & McLennan Companies, Inc. 
  
  
  
 Dated:    April 12, 1999          By:  /s/ Gregory F. Van Gundy 
                                        ----------------------------
                                   Name:  Gregory F. Van Gundy 
                                   Title: Secretary 

  

                                  EXHIBIT INDEX
  
  
           The following exhibits are filed herewith and are exhibits to the
 Company's Registration Statement on Form S-3, Registration No. 333-67543,
 as noted below. 
  
  
                    Registration No.  
                      333-67543 
 Exhibit No.          Exhibit NO.                    Exhibit 
 

 1                      1.1                    Underwriting Agreement dated 
                                               April 5, 1999, among the 
                                               Company and Goldman, Sachs 
                                               & Co., as underwriter.