As filed with the Securities and Exchange Commission on July 20, 2000

                                                        Registration No. 333-

                       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
                                 (212) 345-5000

      (Address, Including Zip Code, and Telephone Number, Including Area Code,
                        of Registrant's Principal Executive Offices)

                           Marsh & McLennan Companies
                  2000 Employee Incentive and Stock Award Plan

                            (Full Title of the Plan)

                            Gregory F. Van Gundy, Esq.
                        Marsh & McLennan Companies, Inc.
                           1166 Avenue of the Americas
                          New York, New York 10036-2774
                                 (212) 345-5000

             (Name, Address, Including Zip code, and Telephone Number,
                      Including Area Code, of Agent for Service)



<TABLE>
<CAPTION>
         CALCULATION OF REGISTRATION FEE
<S>                                      <C>               <C>             <C>                 <C>

                                                           Proposed
                                                           Maximum         Proposed
                                         Amount            Offering Price  Maximum
Title of Securities                      to be             Per Share(2)    Aggregate           Amount of
to be Registered                         Registered(1)                     Offering Price(2)   Registration Fee
---------------------------------------- ----------------- --------------- ------------------- -------------------
---------------------------------------- ----------------- --------------- ------------------- -------------------
Common Stock, $1.00 par value, of        40,000,000        $109.3125       $4,372,500,000      $1,154,340
Marsh & McLennan Companies, Inc.,
including the Preferred Stock Purchase
Rights attached thereto(3)
</TABLE>


<PAGE>




(1)      Pursuant to Rule 416  promulgated  under the Securities Act of 1933, as
         amended, this registration statement shall include (i ) such additional
         shares of common stock as may be required pursuant to the anti-dilution
         provisions of the Marsh & McLennan  Companies  2000 Employee  Incentive
         and Stock Award Plan (the "Plan") and (ii) an  indeterminate  amount of
         interests to be offered or sold pursuant to the Plan.

(2)      Estimated for the sole purpose of computing the registration fee.
         Calculated pursuant to Rule 457(c) based on the average of the high
         and low prices on the New York Stock Exchange on July 19, 2000.

(3)      The Preferred Stock Purchase Rights initially are attached to and trade
         with all the  shares of Common  Stock  outstanding  as of,  and  issued
         subsequent  to,  September  29,  1997,  pursuant  to the  terms  of the
         registrant's  rights  agreement,  dated as of September  18,  1997,  as
         amended on January 20, 2000. Until the occurrence of certain prescribed
         events,  the Preferred Stock Purchase Rights are not  exercisable,  are
         evidenced  by the  certificates  for  the  Common  Stock  and  will  be
         transferred only with the Common Stock. The value  attributable to such
         Preferred  Stock  Purchase  Rights,  if any, is reflected in the market
         price of the Common Stock.

Pursuant to Rule 429 of the Rules and Regulations of the Securities and Exchange
Commission under the Securities Act of 1933, as amended, the prospectus included
in this registration statement also relates to shares of Common Stock previously
registered under the registrant's  registration  statement on Form S-8 (File No.
333-35739) for which a registration fee was previously paid.

PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8  have  been or will be sent or  given  to  employees  as  specified  by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission by Marsh & McLennan Companies,  Inc. (the "Company") are incorporated
herein by reference:

         (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
         December 31, 1999 (including  pages 33 through 63 of the Company's 1999
         Annual Report to Stockholders);

         (2)  The Company's Quarterly Report on Form 10-Q for the quarter ended
         March 31, 2000;

         (3) The  Company's  Registration  Statement  on Form 8-B  dated May 22,
         1969,  as amended by an  Amendment  on Form 8, dated  February 3, 1987,
         describing  the Common Stock,  including any amendment or reports filed
         for the purpose of updating such description; and

         (4) The Company's Registration Statement on Form 8-A/A Amendment No. 1,
         dated January 26, 2000,  describing the Preferred Stock Purchase Rights
         attached  to the Common  Stock,  including  any  further  amendment  or
         reports filed for the purpose of updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13,  14 and  15(d) of the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange  Act"),  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  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         The legality of the securities being offered under the Marsh & McLennan
Companies  2000  Employee  Incentive  and Stock Award Plan (the "Plan") has been
passed upon by Gregory Van Gundy, General Counsel of the Company.

Item 6.  Indemnification of Directors and Officers.

         Subsection (a) of Section 145 of the Delaware  General  Corporation Law
("DGCL") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

         Subsection  (b) of Section 145 empowers a corporation  to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action,  or suit by or in the  right of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted  in  any of the  capacities  set  forth  above,  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of Chancery  or the court in which such  action or suit was brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled  to  indemnity  for such  expenses  which the Court of Chancery or such
other court shall deem proper.

         Section 145 further  provides  that to the extent a director or officer
of a corporation  has been  successful on the merits or otherwise in the defense
of any action,  suit or  proceeding  referred to in  subsections  (a) and (b) of
Section 145, or in defense of any claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection  therewith;  that indemnification  provided for by
Section  145  shall be  deemed  exclusive  of any  other  rights  to  which  the
indemnified party may be entitled; that indemnification  provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director,  officer,  employee or agent and shall
inure to the benefit of such person's heirs,  executors and administrators;  and
empowers  the  corporation  to purchase  and  maintain  insurance on behalf of a
director or officer of the corporation  against any liability  asserted  against
him and  incurred by him in any such  capacity,  or arising out of his status as
such,  whether  or not the  corporation  would have the power to  indemnify  him
against such  liabilities  under  Section 145.  Article  SIXTH of the  Company's
Restated  Certificate of Incorporation and Article Sixth of the Company's Bylaws
provide  that the Company  shall  indemnify  its  directors  and officers to the
fullest extent authorized by the DGCL.

         The Company also  provides  liability  insurance  for its directors and
officers  which  provides  for  coverage  against  loss from claims made against
directors and officers in their capacity as such,  including  liabilities  under
the Securities  Act of 1933, as amended.  The Company or its  subsidiaries  have
also agreed to indemnify certain directors and officers against loss from claims
made against such persons in  connection  with the  performance  of their duties
under certain employment and other agreements. Such indemnification is generally
to the same extent as provided in the Company's By-laws.

         Section   102(b)(7)  of  the  DGCL  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
knowing  violation of law,  (iii) under Section 174 of the DGCL, or (iv) for any
transaction  from which the  director  derived  an  improper  personal  benefit.
Article SIXTH of the Company's Certificate of Incorporation limits the liability
of directors to the fullest extent permitted by the DGCL.

Item 7.  Exemption from Registration.

         Not Applicable.

<PAGE>


Item 8.  Exhibits.

Exhibit Number                            Description

5.1                        Opinion of Gregory F. Van Gundy with respect to the
                           legality of the securities being registered

23.1                       Consent of Deloitte & Touche LLP

24.1                       Powers  of  Attorney  of  certain  directors  of  the
                           Company  (incorporated  by reference to the Company's
                           Annual  Report  on  Form  10-K  for  the  year  ended
                           December 31, 1999)

24.2                       Powers of Attorney of certain directors of the
                           Company (Messrs. Cabiallavetta and Davis)

Item 9.  Undertakings.

         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.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high and of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Securities and Exchange Commission (the "Commission") pursuant
         to Rule  424(b) if, in the  aggregate,  the changes in volume and price
         represent  no more  than 20  percent  change in the  maximum  aggregate
         offering price set forth in the "Calculation of Registration Fee" table
         in the effective 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 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or 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, as amended, 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.

                  The  undersigned   registrant   hereby  undertakes  that,  for
purposes of  determining  any  liability  under the  Securities  Act of 1933, as
amended, each filing of the registrant's annual report pursuant to Section 13(a)
or 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.

                  Insofar as indemnification  for liabilities  arising under the
Securities Act of 1933, as amended, 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  of 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.


<PAGE>




                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
Marsh & McLennan  Companies,  Inc.  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, State of New
York, on this 20th day of July, 2000.

                                 MARSH & McLENNAN COMPANIES, INC.



                                 By: /s/Jeffrey W. Greenberg
                               --------------------------------------------
                                    Jeffrey W. Greenberg
                                    Chairman of the Board and
                                    Chief Executive Officer



                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated on this 20th day of July, 2000.


/s/Jeffrey W. Greenberg                        Director, Chairman of the Board
-----------------------------------            and Chief Executive Officer
Jeffrey W. Greenberg                           (Principal Executive Officer)

/s/Sandra S. Wijnberg                          Senior Vice President and
-----------------------------------            Chief Financial Officer
Sandra S. Wijnberg                             (Principal Financial Officer)

/s/Robert J. Rapport                           Vice President and Controller
-----------------------------------            (Chief Accounting Officer)
Robert J. Rapport

      *                                        Director
-----------------------------------
Lewis W. Bernard

      *                                        Director
-----------------------------------
Frank J. Borelli

      *                                        Director
-----------------------------------
Mathis Cabiallavetta

      *                                        Director
-----------------------------------
Peter Coster

      *                                        Director
-----------------------------------
Charles A. Davis

      *                                        Director
-----------------------------------
Robert F. Erburu

      *                                        Director
-----------------------------------
Ray J. Groves

      *                                        Director
-----------------------------------
Stephen R. Hardis

      *                                        Director
-----------------------------------
Gwendolyn S. King

      *                                        Director
-----------------------------------
The Rt. Hon. Lord Lang of Monkton

      *                                        Director
-----------------------------------
Lawrence J. Lasser

      *                                        Director
-----------------------------------
David A. Olsen

      *                                        Director
-----------------------------------
John D. Ong

      *                                        Director
-----------------------------------
Adele Simmons

      *                                        Director
-----------------------------------
John T. Sinnott

     *                                         Director
-----------------------------------
A.J.C. Smith



*By: /s/Gregory F. Van Gundy
     ------------------------
       Gregory F. Van Gundy
        Attorney-in-fact

(signatures continued from previous page)


<PAGE>



                                  EXHIBIT INDEX

Exhibit Number                            Description of Exhibits

5.1                        Opinion of Gregory F. Van Gundy with respect to the
                           legality of the securities being registered


23.1                       Consent of Deloitte & Touche LLP

24.1                       Powers  of  Attorney  of  certain  directors  of  the
                           Company  (incorporated  by reference to the Company's
                           Annual  Report  on  Form  10-K  for  the  year  ended
                           December 31, 1999)

24.2                       Powers of Attorney of certain directors of the
                           Company (Messrs. Cabiallavetta and Davis)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "2000 EMPLOYEE INCENTIVE & STOCK AWARD PLAN", "secsgml_size_bytes": 22913}]
{"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": "S-8", "act": "33", "file-number": "333-41832", "film-number": "676043"}, "business-address": {"street1": "2 LIBERTY SQU", "city": "BOSTON", "state": "MA", "zip": "02109", "phone": "8002251581"}, "mail-address": {"street1": "2 LIBERTY SQU", "street2": "MAILSTOP L5", "city": "BOSTON", "state": "MA", "zip": "02109"}, "former-company": {"former-conformed-name": "MARLENNAN CORP", "date-changed": "19760505"}}
As filed with the Securities and Exchange Commission on July 20, 2000

                                                        Registration No. 333-

                       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
                                 (212) 345-5000

      (Address, Including Zip Code, and Telephone Number, Including Area Code,
                        of Registrant's Principal Executive Offices)

                           Marsh & McLennan Companies
                  2000 Employee Incentive and Stock Award Plan

                            (Full Title of the Plan)

                            Gregory F. Van Gundy, Esq.
                        Marsh & McLennan Companies, Inc.
                           1166 Avenue of the Americas
                          New York, New York 10036-2774
                                 (212) 345-5000

             (Name, Address, Including Zip code, and Telephone Number,
                      Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed
                                                           Maximum         Proposed
                                         Amount            Offering Price  Maximum
Title of Securities                      to be             Per Share(2)    Aggregate           Amount of
to be Registered                         Registered(1)                     Offering Price(2)   Registration Fee
---------------------------------------- ----------------- --------------- ------------------- -------------------
---------------------------------------- ----------------- --------------- ------------------- -------------------
Common Stock, $1.00 par value, of        40,000,000        $109.3125       $4,372,500,000      $1,154,340
Marsh & McLennan Companies, Inc.,
including the Preferred Stock Purchase
Rights attached thereto(3)
(1)      Pursuant to Rule 416  promulgated  under the Securities Act of 1933, as
         amended, this registration statement shall include (i ) such additional
         shares of common stock as may be required pursuant to the anti-dilution
         provisions of the Marsh & McLennan  Companies  2000 Employee  Incentive
         and Stock Award Plan (the "Plan") and (ii) an  indeterminate  amount of
         interests to be offered or sold pursuant to the Plan.

(2)      Estimated for the sole purpose of computing the registration fee.
         Calculated pursuant to Rule 457(c) based on the average of the high
         and low prices on the New York Stock Exchange on July 19, 2000.

(3)      The Preferred Stock Purchase Rights initially are attached to and trade
         with all the  shares of Common  Stock  outstanding  as of,  and  issued
         subsequent  to,  September  29,  1997,  pursuant  to the  terms  of the
         registrant's  rights  agreement,  dated as of September  18,  1997,  as
         amended on January 20, 2000. Until the occurrence of certain prescribed
         events,  the Preferred Stock Purchase Rights are not  exercisable,  are
         evidenced  by the  certificates  for  the  Common  Stock  and  will  be
         transferred only with the Common Stock. The value  attributable to such
         Preferred  Stock  Purchase  Rights,  if any, is reflected in the market
         price of the Common Stock.

Pursuant to Rule 429 of the Rules and Regulations of the Securities and Exchange
Commission under the Securities Act of 1933, as amended, the prospectus included
in this registration statement also relates to shares of Common Stock previously
registered under the registrant's  registration  statement on Form S-8 (File No.
333-35739) for which a registration fee was previously paid.

PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8  have  been or will be sent or  given  to  employees  as  specified  by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission by Marsh & McLennan Companies,  Inc. (the "Company") are incorporated
herein by reference:

         (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
         December 31, 1999 (including  pages 33 through 63 of the Company's 1999
         Annual Report to Stockholders);

         (2)  The Company's Quarterly Report on Form 10-Q for the quarter ended
         March 31, 2000;

         (3) The  Company's  Registration  Statement  on Form 8-B  dated May 22,
         1969,  as amended by an  Amendment  on Form 8, dated  February 3, 1987,
         describing  the Common Stock,  including any amendment or reports filed
         for the purpose of updating such description; and

         (4) The Company's Registration Statement on Form 8-A/A Amendment No. 1,
         dated January 26, 2000,  describing the Preferred Stock Purchase Rights
         attached  to the Common  Stock,  including  any  further  amendment  or
         reports filed for the purpose of updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13,  14 and  15(d) of the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange  Act"),  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  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         The legality of the securities being offered under the Marsh & McLennan
Companies  2000  Employee  Incentive  and Stock Award Plan (the "Plan") has been
passed upon by Gregory Van Gundy, General Counsel of the Company.

Item 6.  Indemnification of Directors and Officers.

         Subsection (a) of Section 145 of the Delaware  General  Corporation Law
("DGCL") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

         Subsection  (b) of Section 145 empowers a corporation  to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action,  or suit by or in the  right of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted  in  any of the  capacities  set  forth  above,  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of Chancery  or the court in which such  action or suit was brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled  to  indemnity  for such  expenses  which the Court of Chancery or such
other court shall deem proper.

         Section 145 further  provides  that to the extent a director or officer
of a corporation  has been  successful on the merits or otherwise in the defense
of any action,  suit or  proceeding  referred to in  subsections  (a) and (b) of
Section 145, or in defense of any claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection  therewith;  that indemnification  provided for by
Section  145  shall be  deemed  exclusive  of any  other  rights  to  which  the
indemnified party may be entitled; that indemnification  provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director,  officer,  employee or agent and shall
inure to the benefit of such person's heirs,  executors and administrators;  and
empowers  the  corporation  to purchase  and  maintain  insurance on behalf of a
director or officer of the corporation  against any liability  asserted  against
him and  incurred by him in any such  capacity,  or arising out of his status as
such,  whether  or not the  corporation  would have the power to  indemnify  him
against such  liabilities  under  Section 145.  Article  SIXTH of the  Company's
Restated  Certificate of Incorporation and Article Sixth of the Company's Bylaws
provide  that the Company  shall  indemnify  its  directors  and officers to the
fullest extent authorized by the DGCL.

         The Company also  provides  liability  insurance  for its directors and
officers  which  provides  for  coverage  against  loss from claims made against
directors and officers in their capacity as such,  including  liabilities  under
the Securities  Act of 1933, as amended.  The Company or its  subsidiaries  have
also agreed to indemnify certain directors and officers against loss from claims
made against such persons in  connection  with the  performance  of their duties
under certain employment and other agreements. Such indemnification is generally
to the same extent as provided in the Company's By-laws.

         Section   102(b)(7)  of  the  DGCL  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
knowing  violation of law,  (iii) under Section 174 of the DGCL, or (iv) for any
transaction  from which the  director  derived  an  improper  personal  benefit.
Article SIXTH of the Company's Certificate of Incorporation limits the liability
of directors to the fullest extent permitted by the DGCL.

Item 7.  Exemption from Registration.

         Not Applicable.
Item 8.  Exhibits.

Exhibit Number                            Description

5.1                        Opinion of Gregory F. Van Gundy with respect to the
                           legality of the securities being registered

23.1                       Consent of Deloitte & Touche LLP

24.1                       Powers  of  Attorney  of  certain  directors  of  the
                           Company  (incorporated  by reference to the Company's
                           Annual  Report  on  Form  10-K  for  the  year  ended
                           December 31, 1999)

24.2                       Powers of Attorney of certain directors of the
                           Company (Messrs. Cabiallavetta and Davis)

Item 9.  Undertakings.

         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.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high and of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Securities and Exchange Commission (the "Commission") pursuant
         to Rule  424(b) if, in the  aggregate,  the changes in volume and price
         represent  no more  than 20  percent  change in the  maximum  aggregate
         offering price set forth in the "Calculation of Registration Fee" table
         in the effective 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 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or 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, as amended, 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.

                  The  undersigned   registrant   hereby  undertakes  that,  for
purposes of  determining  any  liability  under the  Securities  Act of 1933, as
amended, each filing of the registrant's annual report pursuant to Section 13(a)
or 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.

                  Insofar as indemnification  for liabilities  arising under the
Securities Act of 1933, as amended, 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  of 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, as amended,
Marsh & McLennan  Companies,  Inc.  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, State of New
York, on this 20th day of July, 2000.

                                 MARSH & McLENNAN COMPANIES, INC.

                                 By: /s/Jeffrey W. Greenberg
                               --------------------------------------------
                                    Jeffrey W. Greenberg
                                    Chairman of the Board and
                                    Chief Executive Officer

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated on this 20th day of July, 2000.

/s/Jeffrey W. Greenberg                        Director, Chairman of the Board
-----------------------------------            and Chief Executive Officer
Jeffrey W. Greenberg                           (Principal Executive Officer)

/s/Sandra S. Wijnberg                          Senior Vice President and
-----------------------------------            Chief Financial Officer
Sandra S. Wijnberg                             (Principal Financial Officer)

/s/Robert J. Rapport                           Vice President and Controller
-----------------------------------            (Chief Accounting Officer)
Robert J. Rapport

      *                                        Director
-----------------------------------
Lewis W. Bernard

      *                                        Director
-----------------------------------
Frank J. Borelli

      *                                        Director
-----------------------------------
Mathis Cabiallavetta

      *                                        Director
-----------------------------------
Peter Coster

      *                                        Director
-----------------------------------
Charles A. Davis

      *                                        Director
-----------------------------------
Robert F. Erburu

      *                                        Director
-----------------------------------
Ray J. Groves

      *                                        Director
-----------------------------------
Stephen R. Hardis

      *                                        Director
-----------------------------------
Gwendolyn S. King

      *                                        Director
-----------------------------------
The Rt. Hon. Lord Lang of Monkton

      *                                        Director
-----------------------------------
Lawrence J. Lasser

      *                                        Director
-----------------------------------
David A. Olsen

      *                                        Director
-----------------------------------
John D. Ong

      *                                        Director
-----------------------------------
Adele Simmons

      *                                        Director
-----------------------------------
John T. Sinnott

     *                                         Director
-----------------------------------
A.J.C. Smith

*By: /s/Gregory F. Van Gundy
     ------------------------
       Gregory F. Van Gundy
        Attorney-in-fact

(signatures continued from previous page)
EXHIBIT INDEX

Exhibit Number                            Description of Exhibits

5.1                        Opinion of Gregory F. Van Gundy with respect to the
                           legality of the securities being registered

23.1                       Consent of Deloitte & Touche LLP

24.1                       Powers  of  Attorney  of  certain  directors  of  the
                           Company  (incorporated  by reference to the Company's
                           Annual  Report  on  Form  10-K  for  the  year  ended
                           December 31, 1999)

24.2                       Powers of Attorney of certain directors of the
                           Company (Messrs. Cabiallavetta and Davis)