Registration No. 33-    

                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                                                           
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             THE SECURITIES ACT OF 1933

                          MARSH & McLENNAN COMPANIES, INC.
          (Exact name of registrant as specified in its charter)

          Delaware                                   36-2668272

(State or other jurisdiction of               (I.R.S. Employer 
incorporation or organization)                Identification No.)

                             1166 Avenue of the Americas
                           New York, New York  10036-2774
                      (Address of Principal Executive Offices)
                                                           
    MARSH & McLENNAN COMPANIES DIRECTORS STOCK COMPENSATION PLAN
                              (Full title of the plan)

                        GREGORY F. VAN GUNDY, ESQ.
                        General Counsel and Secretary
                        MARSH & McLENNAN COMPANIES, INC.
                        1166 Avenue of the Americas
                        New York, New York  10036-2774
                        (212) 345-5000
     (Name, address and telephone number of agent for service)
                                                                  
                         CALCULATION OF REGISTRATION FEE

                               Proposed
                               maximum    Proposed
        Title of               offering   maximum      Amount
       securities   Amounts     price     aggregate     of
         to be     to be         per       offering  registration
       registered  registered  share(1)   price(1)     fee

Common Stock,
$1.00 par value
per share,
together with
associated
Preferred 
Stock Purchase
Rights . . . . .   250,000    $77.563   $19,390,750   $6,686.47   

(1)   Estimated for calculation of registration fee only, pursuant
to Rule 457, on the basis of the average of the high and low prices
at which securities of the same class were sold on May 22, 1995.

<PAGE>
                                       PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

      There is incorporated herein by reference the information
contained in the Annual Report on Form 10-K of the registrant for
the fiscal year ended December 31, 1994, all other reports filed
and to be filed by the registrant pursuant to sections 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
subsequent to the end of the fiscal year ended December 31, 1994,
the Proxy Statement of the registrant distributed in connection
with the annual meeting of stockholders of the registrant held on
May 16, 1995, all other definitive proxy statements or information
statements filed or to be filed subsequent to the date hereof
pursuant to section 14 of the Exchange Act in connection with an
annual or special meeting of stockholders of the registrant and the
description of the common stock and associated preferred stock
purchase rights of the registrant contained in the registration
statements of the registrant filed under section 12 of the Exchange
Act including any amendment or report filed for the purpose of
updating such descriptions, all as filed with the Commission.  All
information contained in any reports or documents filed by the
registrant pursuant to sections 13(a) and (c), 14 and 15(d) of the
Exchange Act after the effective date of this registration
statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and
to be a part hereof from the date of filing of each such document.

Item 4.  Description of Securities

      See "Incorporation of Documents by Reference."

Item 5.  Interests of Named Experts and Counsel

      The legality of the securities being offered under the Plan
has been passed upon by Gregory Van Gundy, General Counsel of the
registrant.

Item 6.  Indemnification of Directors and Officers

      Section 145 of the General Corporation Law of the State of
Delaware empowers a corporation, such as the registrant, to
indemnify its officers, directors, employees and agents for certain
of their acts.  The Restated Certificate of Incorporation and
By-Laws of the registrant provide that the registrant shall
indemnify directors and officers of the registrant to the fullest
extent authorized by Delaware law and that the registrant may
advance expenses incurred by the director or officer in defending
a suit, provided that under certain conditions such advance must be
repaid.  Certain compensation and benefit plans of the registrant
also contain similar indemnification language.

      Section 102(b)(7) of the General Corporation Law of the State
of Delaware provides that a certificate of incorporation may
contain a provision eliminating or limiting the personal liability
of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that
such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.  The Restated
Certificate of Incorporation of the registrant eliminates liability
of directors to the registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director to the full
extent permitted by this section.

      The Restated Certificate of Incorporation also provides that
the registrant may maintain insurance to protect any director or
officer of registrant against any expense, liability or loss,
whether or not the registrant would have the power to indemnify
such person against such expense, liability or loss under the
General Corporation Law of the State of Delaware.  The registrant
maintains insurance policies with respect to certain liabilities
incurred by its directors and officers acting in such capacities,
as well as fiduciary liability insurance which covers, among
others, those officers and directors of the registrant who are
"fiduciaries" with respect to the registrant's employee benefit
plans.

Item 7.  Exemption from Registration Claimed

      Inapplicable

Item 8.  Exhibits

      (4) The Marsh & McLennan Companies Directors Stock
Compensation Plan.

      (5) Opinion of Gregory Van Gundy, Esq.

      (23) Consent of Gregory Van Gundy is included in Exhibit 5.

      (23) Consent of Deloitte & Touche LLP.

      (24) Powers of Attorney

Item 9.  Undertakings

      Rule 415 Offering.

      The undersigned registrant hereby undertakes:

      (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement;

            (i)  To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement;

            (iii)  To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;

      provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

      (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

      (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

Subsequent Exchange Act Documents.

      The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.


Indemnification.

      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against  such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                     SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of New York and State of New York on this 25th day of May, 1995.

                                MARSH & McLENNAN COMPANIES, INC.

                                By: /s/A.J.C. Smith
                                    A.J.C. Smith
                                    Chairman of the Board
      
      Pursuant to the requirements of the Securities Act of 1933,
thisregistration statement has been signed below by the following
persons in the capacities and on the date indicated.

    Signatures             Title                    Date

/s/A.J.C. Smith       Chairman of the Board,        May 25, 1995
A.J.C. SMITH          Chief Executive
                      Officer and Director

/s/Frank J. Borelli   Senior Vice President,        May 25, 1995
FRANK J. BORELLI      Chief Financial
                      Officer and Director

/s/Douglas C. Davis   Vice President and            May 25, 1995
DOUGLAS C. DAVIS      Controller (Chief
                      Accounting Officer) 

LEWIS W. BERNARD*     Director                      May 25, 1995
LEWIS W. BERNARD

RICHARD H. BLUM*      Director                      May 25, 1995
RICHARD H. BLUM

ROBERT CLEMENTS*      Director                      May 25, 1995
ROBERT CLEMENTS

PETER COSTER*         Director                      May 25, 1995 
PETER COSTER

RAY J. GROVES*        Director                      May 25, 1995  
RAY J. GROVES

RICHARD E. HECKERT*   Director                      May 25, 1995  
RICHARD E. HECKERT

RICHARD S. HICKOK*    Director                      May 25, 1995  
RICHARD S. HICKOK

DAVID D. HOLBROOK*    Director                      May 25, 1995  
DAVID D. HOLBROOK

ROBERT M.G. HUSSON*   Director                      May 25, 1995  
ROBERT M.G. HUSSON

LAWRENCE J. LASSER*   Director                      May 25, 1995  
LAWRENCE J. LASSER

RICHARD M. MORROW*    Director                      May 25, 1995  
RICHARD M. MORROW

GEORGE PUTNAM*        Director                      May 25, 1995  
GEORGE PUTNAM

ADELE SMITH SIMMONS*  Director                      May 25, 1995  
ADELE SMITH SIMMONS

JOHN T. SINNOTT*      Director                      May 25, 1995  
JOHN T. SINNOTT

FRANK J. TASCO*       Director                      May 25, 1995  
FRANK J. TASCO

R.J. VENTRES*         Director                      May 25, 1995  
R.J. VENTRES

PHILIP L. WROUGHTON*  Director                      May 25, 1995  
PHILIP L. WROUGHTON


      *Gregory F. Van Gundy, pursuant to Powers of Attorney
executed by each of the officers and directors listed above whose
name is marked by a (*), by signing his name hereto does hereby
sign and execute this registration statement of Marsh & McLennan
Companies, Inc. on behalf of each of such officers and directors in
the capacities in which the names of each appear above.


                                                                  
  
                                          Gregory F. Van Gundy

May 25, 1995

<PAGE>
                       EXHIBIT INDEX

       Exhibit No.                       Description

           4                    The Marsh & McLennan Companies
                                Directors Stock Compensation Plan

           5                    Opinion of Gregory Van Gundy, Esq.

           23                   Consent of Gregory Van Gundy
                                included in Exhibit 5

           23                   Consent of Deloitte & Touche LLP

           24                   Powers of Attorney (incorporated by
                                reference to the registrant's
                                Annual Report on Form 10-K for the
                                year ended December 31, 1994)
[{"type": "S-8", "sequence": "1", "description": "1995 FORM S-8", "secsgml_size_bytes": 14929}]
Registration No. 33-    

                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                                                           
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             THE SECURITIES ACT OF 1933

                          MARSH & McLENNAN COMPANIES, INC.
          (Exact name of registrant as specified in its charter)

          Delaware                                   36-2668272

(State or other jurisdiction of               (I.R.S. Employer 
incorporation or organization)                Identification No.)

                             1166 Avenue of the Americas
                           New York, New York  10036-2774
                      (Address of Principal Executive Offices)
                                                           
    MARSH & McLENNAN COMPANIES DIRECTORS STOCK COMPENSATION PLAN
                              (Full title of the plan)

                        GREGORY F. VAN GUNDY, ESQ.
                        General Counsel and Secretary
                        MARSH & McLENNAN COMPANIES, INC.
                        1166 Avenue of the Americas
                        New York, New York  10036-2774
                        (212) 345-5000
     (Name, address and telephone number of agent for service)
                                                                  
                         CALCULATION OF REGISTRATION FEE

                               Proposed
                               maximum    Proposed
        Title of               offering   maximum      Amount
       securities   Amounts     price     aggregate     of
         to be     to be         per       offering  registration
       registered  registered  share(1)   price(1)     fee

Common Stock,
$1.00 par value
per share,
together with
associated
Preferred 
Stock Purchase
Rights . . . . .   250,000    $77.563   $19,390,750   $6,686.47   

(1)   Estimated for calculation of registration fee only, pursuant
to Rule 457, on the basis of the average of the high and low prices
at which securities of the same class were sold on May 22, 1995.
PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

      There is incorporated herein by reference the information
contained in the Annual Report on Form 10-K of the registrant for
the fiscal year ended December 31, 1994, all other reports filed
and to be filed by the registrant pursuant to sections 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
subsequent to the end of the fiscal year ended December 31, 1994,
the Proxy Statement of the registrant distributed in connection
with the annual meeting of stockholders of the registrant held on
May 16, 1995, all other definitive proxy statements or information
statements filed or to be filed subsequent to the date hereof
pursuant to section 14 of the Exchange Act in connection with an
annual or special meeting of stockholders of the registrant and the
description of the common stock and associated preferred stock
purchase rights of the registrant contained in the registration
statements of the registrant filed under section 12 of the Exchange
Act including any amendment or report filed for the purpose of
updating such descriptions, all as filed with the Commission.  All
information contained in any reports or documents filed by the
registrant pursuant to sections 13(a) and (c), 14 and 15(d) of the
Exchange Act after the effective date of this registration
statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and
to be a part hereof from the date of filing of each such document.

Item 4.  Description of Securities

      See "Incorporation of Documents by Reference."

Item 5.  Interests of Named Experts and Counsel

      The legality of the securities being offered under the Plan
has been passed upon by Gregory Van Gundy, General Counsel of the
registrant.

Item 6.  Indemnification of Directors and Officers

      Section 145 of the General Corporation Law of the State of
Delaware empowers a corporation, such as the registrant, to
indemnify its officers, directors, employees and agents for certain
of their acts.  The Restated Certificate of Incorporation and
By-Laws of the registrant provide that the registrant shall
indemnify directors and officers of the registrant to the fullest
extent authorized by Delaware law and that the registrant may
advance expenses incurred by the director or officer in defending
a suit, provided that under certain conditions such advance must be
repaid.  Certain compensation and benefit plans of the registrant
also contain similar indemnification language.

      Section 102(b)(7) of the General Corporation Law of the State
of Delaware provides that a certificate of incorporation may
contain a provision eliminating or limiting the personal liability
of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that
such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.  The Restated
Certificate of Incorporation of the registrant eliminates liability
of directors to the registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director to the full
extent permitted by this section.

      The Restated Certificate of Incorporation also provides that
the registrant may maintain insurance to protect any director or
officer of registrant against any expense, liability or loss,
whether or not the registrant would have the power to indemnify
such person against such expense, liability or loss under the
General Corporation Law of the State of Delaware.  The registrant
maintains insurance policies with respect to certain liabilities
incurred by its directors and officers acting in such capacities,
as well as fiduciary liability insurance which covers, among
others, those officers and directors of the registrant who are
"fiduciaries" with respect to the registrant's employee benefit
plans.

Item 7.  Exemption from Registration Claimed

      Inapplicable

Item 8.  Exhibits

      (4) The Marsh & McLennan Companies Directors Stock
Compensation Plan.

      (5) Opinion of Gregory Van Gundy, Esq.

      (23) Consent of Gregory Van Gundy is included in Exhibit 5.

      (23) Consent of Deloitte & Touche LLP.

      (24) Powers of Attorney

Item 9.  Undertakings

      Rule 415 Offering.

      The undersigned registrant hereby undertakes:

      (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement;

            (i)  To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement;

            (iii)  To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;

      provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

      (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

      (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

Subsequent Exchange Act Documents.

      The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

Indemnification.

      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against  such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                     SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of New York and State of New York on this 25th day of May, 1995.

                                MARSH & McLENNAN COMPANIES, INC.

                                By: /s/A.J.C. Smith
                                    A.J.C. Smith
                                    Chairman of the Board
      
      Pursuant to the requirements of the Securities Act of 1933,
thisregistration statement has been signed below by the following
persons in the capacities and on the date indicated.

    Signatures             Title                    Date

/s/A.J.C. Smith       Chairman of the Board,        May 25, 1995
A.J.C. SMITH          Chief Executive
                      Officer and Director

/s/Frank J. Borelli   Senior Vice President,        May 25, 1995
FRANK J. BORELLI      Chief Financial
                      Officer and Director

/s/Douglas C. Davis   Vice President and            May 25, 1995
DOUGLAS C. DAVIS      Controller (Chief
                      Accounting Officer) 

LEWIS W. BERNARD*     Director                      May 25, 1995
LEWIS W. BERNARD

RICHARD H. BLUM*      Director                      May 25, 1995
RICHARD H. BLUM

ROBERT CLEMENTS*      Director                      May 25, 1995
ROBERT CLEMENTS

PETER COSTER*         Director                      May 25, 1995 
PETER COSTER

RAY J. GROVES*        Director                      May 25, 1995  
RAY J. GROVES

RICHARD E. HECKERT*   Director                      May 25, 1995  
RICHARD E. HECKERT

RICHARD S. HICKOK*    Director                      May 25, 1995  
RICHARD S. HICKOK

DAVID D. HOLBROOK*    Director                      May 25, 1995  
DAVID D. HOLBROOK

ROBERT M.G. HUSSON*   Director                      May 25, 1995  
ROBERT M.G. HUSSON

LAWRENCE J. LASSER*   Director                      May 25, 1995  
LAWRENCE J. LASSER

RICHARD M. MORROW*    Director                      May 25, 1995  
RICHARD M. MORROW

GEORGE PUTNAM*        Director                      May 25, 1995  
GEORGE PUTNAM

ADELE SMITH SIMMONS*  Director                      May 25, 1995  
ADELE SMITH SIMMONS

JOHN T. SINNOTT*      Director                      May 25, 1995  
JOHN T. SINNOTT

FRANK J. TASCO*       Director                      May 25, 1995  
FRANK J. TASCO

R.J. VENTRES*         Director                      May 25, 1995  
R.J. VENTRES

PHILIP L. WROUGHTON*  Director                      May 25, 1995  
PHILIP L. WROUGHTON

      *Gregory F. Van Gundy, pursuant to Powers of Attorney
executed by each of the officers and directors listed above whose
name is marked by a (*), by signing his name hereto does hereby
sign and execute this registration statement of Marsh & McLennan
Companies, Inc. on behalf of each of such officers and directors in
the capacities in which the names of each appear above.

                                                                  
  
                                          Gregory F. Van Gundy

May 25, 1995
EXHIBIT INDEX

       Exhibit No.                       Description

           4                    The Marsh & McLennan Companies
                                Directors Stock Compensation Plan

           5                    Opinion of Gregory Van Gundy, Esq.

           23                   Consent of Gregory Van Gundy
                                included in Exhibit 5

           23                   Consent of Deloitte & Touche LLP

           24                   Powers of Attorney (incorporated by
                                reference to the registrant's
                                Annual Report on Form 10-K for the
                                year ended December 31, 1994)