Edgar Filing: MARSH & MCLENNAN COMPANIES INC

PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(2)
(TO PROSPECTUS DATED MARCH 30, 1999) Registration No. 333-67543

[MMC LOGO]

$500,000,000

MARSH & MCLENNAN COMPANIES, INC.
$250,000,000 3.625% SENIOR NOTES DUE 2008
$250,000,000 4.850% SENIOR NOTES DUE 2013

--------------------------

The notes due 2008 will bear interest at 3.625% per year and will mature
on February 15, 2008 and the notes due 2013 will bear interest at 4.850% per
year and will mature on February 15, 2013. Interest on the notes is payable on
February 15 and August 15 of each year, beginning on August 15, 2003. We will
apply to have the notes listed on the Luxembourg Stock Exchange in accordance
with its rules.

The notes will be senior obligations of our company and will rank equally
with all of our other unsecured senior indebtedness.

--------------------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

--------------------------

PER SENIOR PER SENIOR
NOTE DUE 2008 TOTAL NOTE DUE 2013 TOTAL
------------- ------------ ------------- -------------

Public Offering Price (1) .......................... 99.761% $249,402,500 99.891% $249,727,500
Underwriting Discount .............................. 0.350% $ 875,000 0.450% $ 1,125,000
Proceeds to Marsh & McLennan Companies, Inc.
(before expenses) (1) ............................ 99.411% $248,527,500 99.441% $248,602,500

----------
(1) Plus accrued interest, if any, from February 19, 2003 to date of delivery.

--------------------------

The underwriters expect to deliver the notes to the purchasers on or about
February 19, 2003.

--------------------------

GOLDMAN, SACHS & CO. SALOMON SMITH BARNEY

--------------------------

ABN AMRO INCORPORATED
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
DEUTSCHE BANK SECURITIES
JPMORGAN
MERRILL LYNCH & CO.
SCOTIA CAPITAL
--------------------------

February 11, 2003

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO REPRESENT ANYTHING
NOT CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. YOU
MUST NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS ARE AN OFFER TO SELL OR TO
BUY ONLY THE NOTES, BUT ONLY UNDER CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT
IS LAWFUL TO DO SO. THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR
THE ACCOMPANYING PROSPECTUS AS WELL AS INFORMATION PREVIOUSLY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION AND INCORPORATED BY REFERENCE IS CURRENT ONLY
AS OF THE DATE OF SUCH INFORMATION. OUR BUSINESS, FINANCIAL CONDITION, RESULTS
OF OPERATIONS AND PROSPECTUS MAY HAVE CHANGED SINCE THAT DATE.

REFERENCES IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS TO
"WE," "US," "OUR," AND "MMC" ARE TO MARSH & MCLENNAN COMPANIES, INC.

---------------------------------------------------

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

PAGE

----
The Company ............................................................ S-1
Incorporation of Certain Documents By Reference ........................ S-1
Information Concerning Forward-Looking Statements ...................... S-2
Use of Proceeds ........................................................ S-2
Description of Notes ................................................... S-3
Underwriting ........................................................... S-5
Legal Matters .......................................................... S-6
General Information .................................................... S-7

PROSPECTUS

PAGE

----
About this Prospectus .................................................. 2
Marsh & McLennan Companies, Inc. ....................................... 2
Use of Proceeds ........................................................ 2
Ratio of Earnings to Fixed Charges ..................................... 2
Description of Securities .............................................. 3
Description of Capital Stock ........................................... 3
Description of Debt Securities ......................................... 7
Where You Can Find More Information .................................... 11
Plan of Distribution ................................................... 12
Legal Opinions ......................................................... 13
Experts ................................................................ 13

THE COMPANY

MMC is a global professional services firm with annual revenues exceeding
$10 billion. It is the parent company of Marsh Inc., the world's leading risk
and insurance services firm; Putnam Investments, one of the largest investment
management companies in the United States; and Mercer Inc., a major global
provider of consulting services. Approximately 59,000 employees provide
analysis, advice and transactional capabilities to clients in over 100
countries.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows MMC to "incorporate by reference" the information it files
with the SEC. This permits MMC to disclose important information to you by
referencing these filed documents, including MMC annual, quarterly and current
reports, that are considered part of this prospectus. Information that MMC files
later with the SEC will automatically update and supersede this information.

We incorporate by reference the documents set forth below that MMC
previously filed with the SEC and any future filings made with the SEC until the
offering of all the securities has been completed. These documents contain
important information about MMC and its finances.

SEC FILINGS PERIOD
----------- -------

Annual Report on Form 10-K .............. Year ended December 31, 2001

Quarterly Reports on Form 10-Q .......... Quarters ended March 31, 2002,
June 30, 2002 and September 30, 2002

Current Reports on Form 8-K ............. June 25, 2002, August 7, 2002, and
February 11, 2003

MMC will provide without charge upon written or oral request, a copy of any
or all of the documents which are incorporated by reference to this prospectus,
other than exhibits which are specifically incorporated by reference into those
documents. Requests should be directed to Investor Relations, Marsh & McLennan
Companies, Inc., 1166 Avenue of the Americas, New York, New York 10036-2774
(telephone number (212) 345-5000).

S-1

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and MMC's financial
statements and other documents incorporated by reference in this prospectus
supplement or the accompanying prospectus contain statements 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 revenues, expenses, earnings, cash
flow, capital structure, financial losses and expected insurance recoveries
resulting from the September 11, 2001 terrorist attacks on the World Trade
Center in New York City, as well as market and industry conditions, premium
rates, financial markets, interest rates, foreign exchange rates, 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 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 any
forward-looking statements contained or incorporated or referred to herein
include, in the case of MMC's risk and insurance services and consulting
businesses, the amount of actual insurance recoveries and financial losses from
the September 11 attack on the World Trade Center, or other adverse consequences
from that incident. Other factors that should be considered in the case of MMC's
risk and insurance services business are changes in competitive conditions,
movements in premium rate levels, the continuation of challenging marketplace
conditions for the transfer of commercial risk and other changes in the global
property and casualty insurance markets, the impact of terrorist attacks,
natural catastrophes, and mergers between client organizations, including
insurance and reinsurance companies. Factors to be considered in the case of
MMC's investment management business include changes in worldwide and national
equity and fixed income markets, actual and relative investment performance, the
level of sales and redemptions, and the ability to maintain investment
management and administrative fees at appropriate levels; and with respect to
all of MMC's activities, changes in general worldwide and national economic
conditions, changes in the value of investments made in individual companies and
investment funds, fluctuations in foreign currencies, actions of competitors or
regulators, changes in interest rates or in the ability to access financial
markets, developments relating to claims, lawsuits and contingencies,
prospective and retrospective changes in the tax or accounting treatment of
MMC's operations, and the impact of tax and other legislation and regulation in
the jurisdictions in which MMC operates.

USE OF PROCEEDS

We will receive net proceeds (before expenses) from the offering of the
notes of about $497.13 million. This reflects a deduction for the underwriting
discounts and commissions. We intend to use these proceeds for general corporate
purposes, including repayment of commercial paper obligations. Our commercial
paper bears an interest rate of 1.30%.

S-2

DESCRIPTION OF NOTES

The notes will be senior debt issued under the Indenture dated as of June
14, 1999, as supplemented by the second supplemental indenture, to be dated as
of February 19, 2003, between Marsh & McLennan Companies, Inc. and U.S. Bank
National Association (as successor to State Street Bank and Trust Company), as
trustee. The notes due 2008 and the notes due 2013 offered by this prospectus
supplement are each a separate series of debt securities under the indenture. As
used in this "Description of Notes" section, the "Company" means Marsh &
McLennan Companies, Inc. and does not include its subsidiaries.

GENERAL

The notes will initially be limited to $500,000,000 in aggregate principal
amount. Each note will bear interest at the applicable annual rate stated on the
cover page of this prospectus supplement. Interest will be payable semi-annually
on February 15 and August 15 of each year, beginning August 15, 2003. Interest
on the notes will accrue from February 19, 2003, or from the most recent date to
which interest has been paid or provided for. Interest on the notes will be paid
to holders of record on the February 1 or August 1 immediately before the
interest payment date. Interest and principal will be payable in U.S. dollars at
U.S. Bank Trust National Association's corporate trust office, which is located
at 100 Wall Street, 16th floor, New York, New York 10005. The notes due 2008
will mature on February 15, 2008 and the notes due 2013 will mature on February
15, 2013. The notes will be issued only in denominations of $1,000 and integral
multiples of $1,000. There will be no sinking fund payments for the notes.

The issuer intends to apply to list the notes on the Luxembourg Stock
Exchange in accordance with its rules.

RANKING

The notes will be senior unsecured obligations of Marsh & McLennan
Companies, Inc. and will rank equally with all of our other senior unsecured
indebtedness. On a pro forma basis as of September 30, 2002, after giving effect
to the offering of the notes, we would have $2,878 million of other outstanding
senior indebtedness, of which $200 million would have been secured indebtedness,
not including the debt of our subsidiaries. Also on a pro forma basis as of
September 30, 2002 after giving effect to each of the transactions referred to
in the prior sentence, debt of our subsidiaries, to which the notes will be
structurally subordinated, was approximately $130 million.

We may, without the consent of the noteholders, issue additional notes
having the same ranking and the same interest rate, maturity and other terms as
the notes due 2008 or the notes due 2013 offered by this prospectus supplement.
Any such additional notes will be a part of the series having the same terms as
the notes.

COVENANTS WITH RESPECT TO THE NOTES

LIMITATION ON LIENS ON STOCK OF OUR SIGNIFICANT SUBSIDIARIES. The indenture
prohibits us and our subsidiaries from directly or indirectly creating,
assuming, incurring or permitting to exist any Indebtedness secured by any lien
on the voting stock of Marsh Inc., Putnam Investments, LLC or Mercer Consulting
Group, Inc. (each a "Significant Subsidiary") unless the notes (and, if we so
elect, any other Indebtedness of MMC that is not subordinate to the notes and
with respect to which the governing instruments require, or pursuant to which we
are otherwise obligated, to provide such security) shall be secured equally and
ratably with such Indebtedness for at least the time period such other
Indebtedness is so secured. "Indebtedness" is defined as the principal of and
any premium and interest due on indebtedness of a Person, whether outstanding on
the original date of issuance of the notes or thereafter created, incurred or
assumed, which is (a) indebtedness for money borrowed and (b) any amendments,
renewals, extensions, modifications and refundings of any such indebtedness. For
the purposes of this definition, "indebtedness for money borrowed" means (1) any
obligation of, or any obligation guaranteed by, such Person for the repayment of
borrowed money, whether or not evidenced by bonds, debentures, notes or other
written instruments, (2) any obligation of, or any such obligation guaranteed
by, such Person evidenced by bonds, debentures, notes or similar written
instruments, including obligations assumed or incurred in connection with the
acquisition of property, assets or businesses (provided, however, that the
deferred purchase price of any business or property or assets shall not be
considered Indebtedness if the purchase price thereof is payable in full within
90 days from the date on which such indebtedness was created), and (3) any
obligations of such Person as lessee under leases required to be capitalized on
the balance sheet of the lessee under generally accepted accounting

S-3

principles and leases of property or assets made as part of any sale and
lease-back transaction to which such Person is a party. For purposes of this
covenant only, Indebtedness also includes any obligation of, or any obligation
guaranteed by, any Person for the payment of amounts due under a swap agreement
or similar instrument or agreement, or under a foreign currency hedge exchange
or similar instrument or agreement.

CONSOLIDATION, MERGER AND SALE OF ASSETS. We may, without the consent of
the Holders of any of the outstanding debt securities under the supplemental
indenture, consolidate with or merge into, or convey, transfer or lease all or
substantially all of our properties and assets to, any Person or may permit any
Person to consolidate with or merge into the Company, provided that any
successor Person must be a corporation, partnership or trust organized and
validly existing under the laws of any domestic jurisdiction and must assume our
obligations on the notes and under the indenture, that after giving effect to
the transaction no Event of Default, and no event which, after notice or lapse
of time or both, would become an Event of Default shall have happened and be
continuing and that certain other conditions are met.

BOOK-ENTRY SYSTEM

We will issue the notes in registered book entry only form. The notes will
be represented by one or more permanent global certificates registered in the
name of The Depositary Trust Company ("DTC") or its nominee. Except as we
describe below, a global security is not transferable, except that DTC, its
nominees and their successors may transfer an entire global security to one
another.

DTC has advised us that it is a limited purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of section 17A of the
Securities Exchange Act of 1934, as amended. DTC holds securities that its
participants deposit with DTC. DTC also facilitates the settlement among its
participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in its
participants' accounts. By doing so, DTC eliminates the need for physical
movement of securities. DTC's participants include securities brokers and
dealers (including the underwriters), banks, trust companies, clearing
corporations, and certain other organizations, some of which own DTC. DTC is
also owned by the New York Stock Exchange, Inc., the American Stock Exchange,
Inc., and the National Association of Securities Dealers, Inc. Access to DTC's
system is also available to others such as securities brokers and dealers, banks
and trust companies that clear through or maintain a custodial relationship with
a participant, either directly or indirectly. Persons who are not participants
may beneficially own securities held by DTC only through participants. The rules
applicable to DTC and its participants are on file with the SEC.

APPLICABLE LAW

The notes and the indenture will be governed by and construed in accordance
with the laws of the State of New York.

ADDITIONAL TERMS

For additional important information about the notes, see "Description of
Debt Securities" in the accompanying prospectus. That information includes:

o additional information on the terms of the notes;

o general information on the indenture and the trustee;

o a description of events of default under the indenture.

S-4

UNDERWRITING

Goldman, Sachs & Co. and Salomon Smith Barney Inc. are acting as
representatives of the underwriters named below.

Subject to the terms and conditions stated in the underwriting agreement
dated the date of this prospectus supplement, each underwriter named below has
agreed to purchase, and we have agreed to sell to that underwriter, the
principal amount of notes set forth opposite the underwriter's name.

PRINCIPAL AMOUNT PRINCIPAL AMOUNT
OF NOTES DUE OF NOTES DUE
UNDERWRITER 2008 2013
----------- -------------- --------------
Goldman, Sachs & Co. ..................... $ 87,501,000 $ 87,501,000
Salomon Smith Barney Inc. ................ 87,501,000 87,501,000
ABN AMRO Incorporated .................... 10,714,000 10,714,000
Banc of America Securities LLC ........... 10,714,000 10,714,000
Banc One Capital Markets, Inc. ........... 10,714,000 10,714,000
Deutsche Bank Securities ................. 10,714,000 10,714,000
J.P. Morgan Securities Inc. .............. 10,714,000 10,714,000
Merrill Lynch, Pierce, Fenner &
Smith Incorporated ..................... 10,714,000 10,714,000
Scotia Capital (USA) Inc. ................ 10,714,000 10,714,000
-------------- --------------
Total .................................. $250,000,000 $250,000,000
============== ==============

The underwriting agreement provides that the obligations of the
underwriters to purchase the notes included in this offering are subject to
certain conditions. The underwriters are obligated to purchase all the notes if
they purchase any of the notes.

The underwriters propose to offer some of the notes directly to the public
at the public offering price set forth on the cover page of this prospectus
supplement and to offer some of the notes to dealers at the public offering
price less a concession not to exceed .200% of the principal amount of the notes
due 2008 and 0.300% of the principal amount of the notes due 2013. The
underwriters may allow, and dealers may reallow a concession not to exceed
0.125% of the principal amount of the notes due 2008 and .250% of the principal
amounts of the notes due 2013 on sales to other dealers. After the initial
offering of the notes to the public, the representatives may change the public
offering price and concessions.

The notes due 2008 and the notes due 2013 are a new issue of securities
with no established trading market. We have been advised by the underwriters
that they intend to make a market in the notes, but the underwriters are not
obligated to do so and may discontinue any market making at any time without
notice. No assurance can be given as to the existence or liquidity of any
trading market for the notes.

The following table shows the underwriting discounts and commissions that
we are to pay to the underwriters in connection with this offering (expressed as
a percentage of the principal amount of the notes).

PAID BY MMC
-------------
Per 2008 note ............................................. 0.350%
Per 2013 note ............................................. 0.450%

In connection with the offering, Goldman, Sachs & Co. and Salomon Smith
Barney, on behalf of the underwriters, may purchase and sell notes in the open
market. These transactions may include over-allotment, syndicate covering
transactions and stabilizing transactions. Over-allotment involves syndicate
sales of notes in excess of the principal amount of notes to be purchased by the
underwriters in the offering, which creates a syndicate short position.
Syndicate covering transactions involve purchases of the notes in the open
market after the distribution has been completed in order to cover syndicate
short positions. Stabilizing transactions consist of certain bids or purchases
of notes made for the purpose of preventing or retarding a decline in the market
price of the notes while the offering is in progress.

The underwriters also may impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when
Goldman, Sachs & Co. or Salomon Smith Barney, in covering syndicate short
positions or making stabilizing purchases, repurchases notes originally sold by
that syndicate member.

S-5

Any of these activities may have the effect of preventing or retarding a
decline in the market price of the notes. They may also cause the price of the
notes to be higher than the price that otherwise would exist in the open market
in the absence of these transactions. The underwriters may conduct these
transactions in the over-the-counter market or otherwise. If the underwriters
commence any of these transactions, they may discontinue them at any time.

We estimate that our total expenses for this offering will be $250,000.

Certain of the underwriters have performed investment banking and advisory
services for us from time to time for which they have received customary fees
and expenses. In addition, the underwriters and certain of their affiliates may,
from time to time, engage in transactions with and perform services for us in
the ordinary course of business.

We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments the underwriters may be required to make because of any of those
liabilities.

LEGAL MATTERS

The validity of the notes and certain matters pertaining to the notes will
be passed upon for MMC by William L. Rosoff, Esq., general counsel to MMC and
for the underwriters by Davis Polk & Wardwell, New York, New York.

S-6

GENERAL INFORMATION

AUTHORIZATION

The issuance of the notes was authorized by resolutions of the board of
directors of MMC on September 17, 1998 and September 20, 2001.

APPLICATION TO LIST ON LUXEMBOURG STOCK EXCHANGE

An application will be made to list the notes on the Luxembourg Stock
Exchange. In connection therewith, the certificate of incorporation, the bylaws
and a legal notice relating to the issue of the notes will be deposited prior to
listing with the Chief Registrar of the District Court of Luxembourg (Greffier
en Chef du Tribunal d'Arrondissement de et a Luxembourg), where copies thereof
may be obtained on request. Copies of the indenture and the second supplemental
indenture, which includes the forms of the notes, may be inspected during usual
business hours on any weekday (Saturdays, Sundays and public holidays excepted)
at the office of the Luxembourg Agent so long as any of the notes are listed on
the Luxembourg Stock Exchange.

MMC confirms that, to the best of its knowledge, the information contained
in this prospectus is true and accurate in all material respects and that there
are no other facts the omission of which would, in the context of the offering
of the notes, make any statements in this prospectus misleading in any material
respect. MMC confirms that there are no facts or information of which it is
aware which are material in relation to the offering of the notes and not
contained in this prospectus.

SIGNIFICANT CHANGE

Except as set forth in the prospectus, there has been no material adverse
change in the financial position of the group since December 31, 2001, the date
at which the most recent audited report and accounts of the group was prepared.

LITIGATION

We are not involved in any legal or arbitration proceedings which may have,
or have had during the 12-month period preceding the date of this document, a
material effect on our financial position nor, so far as the board of directors
are aware, are any such proceedings pending or threatened.

INDEPENDENT AUDITORS

MMC's consolidated balance sheet as of December 31, 2001 and consolidated
statements of income, stockholders' equity and comprehensive income and cash
flow statements for the year ended December 31, 2001, 2000 and 1999 are included
in MMC's 2001 Annual Report on Form 10-K incorporated by reference in this
prospectus and have been audited by Deloitte and Touche LLP, independent
auditors, as stated in their reports, which are incorporated by reference in
this prospectus.

AVAILABLE DOCUMENTS, FINANCIAL REPORTS AND INFORMATION

A copy of MMC certificate of incorporation and bylaws, the underwriting
agreement, the indenture, the second supplemental indenture and the notes will
be available for inspection during normal business hours at the specified office
of the Luxembourg Agent if and so long as the notes are issued on the Luxembourg
Stock Exchange.

In compliance with Forms 10-K and 8-K, MMC currently publishes audited
annual consolidated financial reports and unaudited quarterly consolidated
financial reports. If and as long as the notes are listed on the Luxembourg
Stock Exchange, copies of such report, any documents that we file with the SEC
or any other reports MMC is required to furnish to holders of the notes in
accordance with the preceding paragraph, will be available and can be obtained
free of charge at the specified office of the listing agent in Luxembourg.

S-7

NOTICES

Notices to holders of the notes will be mailed first-class postage prepaid
to the record holders of notes at the addresses appearing on the register and
for so long as the notes are listed on the Luxembourg Stock Exchange and the
rules of the Luxembourg Stock Exchange require, will be published in a leading
newspaper having general circulation in Luxembourg (which is expected to be the
LUXEMBURGER WORT).

REGISTRAR, TRANSFER AGENT AND PAYING AGENT

U.S. Bank National Association (as successor to State Street Bank and Trust
Company), presently located at 100 Wall Street, 16th floor, New York, New York
10005, will act as registrar, transfer agent and paying agent for the notes. As
long as the notes are listed on the Luxembourg Stock Exchange, MMC will maintain
a transfer agent and paying agent in Luxembourg. The initial Luxembourg transfer
agent and paying agent will be The Bank of New York (Luxembourg) S.A.

IDENTIFICATION NUMBERS

2008 NOTES

The CUSIP Number and the International Securities Identification Number
(ISIN) for the 2008 notes are 571748 AH5 and US571748 AH57, respectively.

2013 NOTES

The CUSIP Number and the ISIN for the 2013 notes are 571748 AJ1 and
US571748 AJ14, respectively.

S-8

PROSPECTUS

$2,700,000,000

MARSH & MCLENNAN COMPANIES, INC.

COMMON STOCK, PREFERRED STOCK AND DEBT SECURITIES

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Marsh & McLennan Companies, Inc. may sell

o common stock to the public.

o preferred stock to the public.

o debt securities to the public.

MMC URGES YOU TO READ THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS
SUPPLEMENT, WHICH WILL DESCRIBE THE SPECIFIC TERMS OF THE COMMON STOCK, THE
PREFERRED STOCK AND THE DEBT SECURITIES, CAREFULLY BEFORE YOU MAKE YOUR
INVESTMENT DECISION.

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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THIS PROSPECTUS MAY NOT BE USED TO SELL SECURITIES UNLESS ACCOMPANIED BY A
PROSPECTUS SUPPLEMENT.

THE DATE OF THIS PROSPECTUS IS MARCH 30, 1999

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the
SEC using a "shelf" registration process. Under this shelf process, we may sell
any combination of the securities described in this prospectus in one of more
offerings up to a total dollar amount of $2,700,000,000. This prospectus
provides you with a general description of the securities we may offer. Each
time we sell securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement
together with additional information described under the heading "Where You Can
Find More Information."

MARSH & MCLENNAN COMPANIES, INC.

MMC, a professional services organization with origins dating from 1871 in
the United States, is a holding company which, through its subsidiaries and
affiliates, provides clients with analysis, advice and transactional
capabilities in the fields of insurance and reinsurance broking, investment
management and consulting.

USE OF PROCEEDS

MMC intends to use the proceeds of any securities sold for general
corporate purposes, including working capital, acquisitions, retirement of debt
and other business opportunities.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges for
MMC. For the year ended December 31, 1997, income before taxes included special
charges totaling $244 million.

Excluding those charges, the ratio of earnings to fixed charges would have
been 5.9.

NINE MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
---------------------------------------------------------- ------------------
1997 1996 1995 1994 1993 1998 1997
---- ---- ---- ---- ---- ---- ----

4.7 6.0 5.8 6.3 6.0 7.1 6.2

-------------------------------------------------

DESCRIPTION OF SECURITIES

This prospectus contains a summary of the common stock, preferred stock and
debt securities that MMC may sell. These summaries are not meant to be a
complete description of each security. However, this prospectus and the
accompanying prospectus supplement contain the material terms of the securities
being offered.

DESCRIPTION OF CAPITAL STOCK

MMC's authorized capital stock consists of 400,000,000 shares of common
stock and 6,000,000 shares of preferred stock. No shares of preferred stock were
issued or outstanding as of March 3, 1999.

COMMON STOCK

VOTING RIGHTS. Each holder of common stock is entitled to one vote for each
share held on all matters to be voted upon by stockholders.

DIVIDENDS. The holders of common stock, after any preferences of holders of
any preferred stock, are entitled to receive dividends as determined by the
board of directors.

LIQUIDATION AND DISSOLUTION. If MMC is liquidated or dissolved, the holders
of the common stock will be entitled to share in the assets of MMC available for
distribution to stockholders in proportion to the amount of common stock they
own. The amount available for common stockholders is calculated after payment of
liabilities. Holders of any preferred stock will receive their preferential
share of the assets of MMC before the holders of the common stock receive any
assets.

OTHER RIGHTS. Holders of the common stock have no right to:

o convert the stock into any other security;

o have the stock redeemed; or

o purchase additional stock or to maintain their proportionate ownership
interest.

The common stock does not have cumulative voting rights. Holders of shares
of the common stock are not required to make additional capital contributions.

DIRECTORS' LIABILITY

Our certificate of incorporation provides that a member of the board of
directors will not be personally liable to MMC or its stockholders for monetary
damages for breaches of their legal duties to MMC or its stockholders as a
director, except for liability:

o for any breach of the director's legal duty to act in the best
interests of MMC and its stockholders,

o for acts or omissions by the director with dishonest intentions or
which involve intentional misconduct or an intentional violation of
the law,

o for declaring dividends or authorizing the purchase or redemption of
shares in violation of Delaware law, or

o for transactions where the director derived an improper personal
benefit.

Our certificate of incorporation also allows us to indemnify directors and
officers to the fullest extent authorized by Delaware law.

The above summary of our certificate of incorporation may not contain all
of the information that is important to you. Accordingly, you should carefully
read our certificate of incorporation, which is incorporated by reference into
this prospectus in its entirety.

TRANSFER AGENT AND REGISTRAR

The Bank of New York is transfer agent and registrar for the common stock.

STOCKHOLDER RIGHTS PLAN

Under Delaware law, a corporation may create and issue rights entitling the
holders of such rights to purchase from the corporation shares of its capital
stock of any class or classes, unless prohibited by its certificate of
incorporation. The price and terms of these shares must be stated in the
certificate of incorporation or in a resolution adopted by the board of
directors.

We have entered into a stockholder rights agreement. As with most
stockholder rights agreements, the terms of our rights agreement are

complex and not easily summarized, particularly as they relate to the
acquisition of our common stock and to exercisability of the rights. This
summary may not contain all of the information that is important to you.
Accordingly, you should carefully read our rights agreement, which is
incorporated by reference into this prospectus in its entirety.

Our rights agreement provides that each share of our common stock
outstanding will have attached to it the right to purchase one two-hundredth of
a preferred share of MMC. The purchase price per one two-hundredth of a share of
preferred stock is $260, but this amount may be adjusted in some circumstances.

Initially, the rights are attached to outstanding certificates representing
MMC common stock, and no separate certificates representing the rights will be
distributed. The rights will separate from the common stock and be represented
by separate certificates approximately 10 days after someone acquires or
commences a tender offer for 15% or more of the outstanding common stock.

After the rights separate from the common stock, certificates representing
the rights will be mailed to record holders of the common stock. Once
distributed, the rights certificates alone will represent the rights.

All shares of common stock issued prior to the date the rights separate
from the common stock will be issued with the rights attached. The rights are
not exercisable until the date the rights separate from the common stock. The
rights will expire on September 29, 2007, unless earlier redeemed or exchanged
by MMC.

If an acquiror obtains or has the right to obtain 15% or more of MMC common
stock, except in connection with an offer which our board of directors has
determined to be at a price that is fair and not inadequate and otherwise in the
best interests of MMC and its stockholders, then each right will entitle the
holder to purchase a number of shares of MMC common stock with a then current
market value of $520 for $260, unless this amount is adjusted.

Each right will entitle the holder to purchase a number of shares of common
stock of the acquiror having a then current market value of twice the purchase
price if an acquiror obtains 15% or more of MMC common stock, and any of the
following occurs:

o MMC merges into another entity

o an acquiring entity merges into MMC

o MMC sells more than 50% of its assets or earning power

Under our rights agreement, any rights that are or were owned by an
acquiror of more than 15% of our respective outstanding common stock will be
null and void.

After an acquiror obtains 15% or more, but less than 50%, of our
outstanding common stock, our board of directors may, at its option, exchange
all or part of the then outstanding and exercisable rights for common shares or
preferred shares. If our board exercises this option, the exchange ratio is one
common share or one two-hundredth of a preferred share per right, adjusted to
reflect any stock split, stock dividend or similar transaction.

Our board of directors may, at its option, redeem all of the outstanding
rights prior to ten days following the time that an acquiror obtains 15% or more
of our outstanding common stock. The redemption price is $.01 per right, but
this amount may be adjusted under some circumstances. The right to exercise the
rights will terminate when our board of directors orders the redemption of the
rights and the only right of the holders of the rights will be to receive the
redemption price.

Holders of rights will have no rights as stockholders of MMC, including the
right to vote or receive dividends, simply by virtue of holding the rights.

The rights agreement may be amended by the board of directors without the
approval of the holders of the rights prior to the date the rights separate from
the common stock. However, after that date, the rights agreement may not be
amended in any manner which would adversely affect the interests of the holders
of the rights, excluding the interests

of any acquiror. In addition, no amendment may be made at a time when the rights
are not redeemable.

The rights may have anti-takeover effects. The rights may cause substantial
dilution to a person or group that attempts to acquire MMC. The rights, however,
should not affect any potential acquiror willing to make an offer at a price
that is fair and not inadequate and otherwise in the best interest of MMC and
its stockholders. The rights should not interfere with any merger or other
business combination approved by our board since our board may, at its option,
at any time until ten days following the date a stockholder acquires 15% or more
of our common stock redeem all the rights. In addition, the rights should not
interfere with a proxy contest.

PROVISIONS OF MMC'S RESTATED CERTIFICATE OF INCORPORATION AND BY-LAWS AND
DELAWARE LAW THAT MAY HAVE ANTI-TAKEOVER EFFECTS

CLASSIFIED BOARD OF DIRECTORS. Our restated certificate of incorporation
divides the board of directors into three classes. Each class is to consist as
nearly as possible of one-third of the directors. Each director serves for a
term of three years and until his or her successor is elected and qualified. The
number of directors of MMC will be fixed from time to time by the board of
directors.

REMOVAL OF DIRECTORS BY STOCKHOLDERS. Delaware law provides that members of
a classified board of directors may only be removed for cause by a vote of the
holders of a majority of the outstanding shares entitled to vote on the election
of the directors.

STOCKHOLDER NOMINATION OF DIRECTORS. MMC's restated by-laws provide that a
stockholder must notify MMC in writing of any stockholder nomination of a
director at least sixty, but not more than ninety, days prior to the date of the
meeting for the election of directors. Except that if the date for the meeting
is not the date stated in the by-laws and MMC gives less than seventy five days
notice or prior public disclosure of the date for the meeting, then notice by a
stockholder is timely if received by MMC no more than fifteen days after the
date of public disclosure.

NO ACTION BY WRITTEN CONSENT. Our certificate of incorporation provides
that stockholders of MMC may not act by written consent and may only act at duly
called meetings of stockholders.

10% STOCKHOLDER PROVISION. Article eighth of our certificate of
incorporation changes the voting requirements for stockholders to approve some
transactions involving a 10% stockholder. Business combinations are an example
of the type of transaction addressed. These transactions must be approved by the
holders of a majority of MMC's outstanding voting power, voting together as a
single class. Any voting stock owned by a 10% stockholder is not counted in the
vote. These transactions, however, can also be approved by a majority of
unbiased directors. In that case the voting requirements of Delaware law, the
certificate of incorporation and MMC's by-laws that otherwise apply would govern
the vote. Article eighth does not affect the voting requirements of holders of
preferred stock, if any, which arise under Delaware law and the certificate of
incorporation.

Transactions covered by article eighth include:

o mergers of MMC or any of its subsidiaries with a 10% stockholder,

o sales of all or any substantial part of the assets of MMC and its
subsidiaries to a 10% stockholder,

o the issuance or delivery of any securities of MMC or any of its
subsidiaries to a 10% stockholder,

o any loan, advance or guarantee, pledge or other financial assistance
provided by MMC or any of its subsidiaries to a 10% stockholder,

o any voluntary dissolution or liquidation of MMC or amendment to MMC's
by-laws, a reclassification of securities or recapitalization of MMC
or other transaction, if as a result the 10% stockholder increases its
proportionate share of any class of MMC's capital stock, or

o any agreement or other arrangement to do any of the foregoing.

A 10% stockholder is described in article eighth as an "Interested
Stockholder."

A 10% stockholder is generally considered to be any other corporation,
person or entity which:

o beneficially owns or controls, directly or indirectly, 10% or more of
the voting stock of MMC or has announced a plan or intention to
acquire such securities, and any affiliate or associate or

o is an affiliate or associate of MMC and at any time within two years
prior to the date in question was the beneficial owner of 10% or more
of the voting stock of MMC.

The following are not considered to be 10% stockholders:

o MMC and any of its subsidiaries and

o any profit-sharing, employee stock ownership or other employee benefit
plan of MMC or any subsidiary, or trustees or fiduciaries for these
plans.

An unbiased director is described in article eighth as a "Disinterested
Director."

An unbiased director is generally considered to be a director who:

o is not related to a 10% stockholder, and

o was a member of the board of directors prior to the time that the 10%
stockholder involved in the transaction being considered became a 10%
stockholder, and

o any successor to an unbiased director, while the successor is a member
of the board of directors, who is not related to a 10% stockholder and
who was nominated by a majority of the unbiased directors.

A director is considered related to a 10% stockholder if he is an
affiliate, associate, representative, agent or employee of the 10% stockholder.

Article eighth may not be changed or repealed without the affirmative vote
of the holders of a majority of MMC's outstanding voting power, voting together
as a single class. Any voting stock owned by a 10% stockholder will not be
counted in the vote. If a majority of unbiased directors recommends a change in
article eighth, the standard voting requirements of Delaware law, the
certificate of incorporation and MMC's by-laws that otherwise apply will govern
the vote.

DELAWARE BUSINESS COMBINATION STATUTE. Section 203 of the Delaware General
Corporation Law is applicable to MMC. Section 203 of the DGCL restricts some
types of transactions and business combinations between a corporation and a 15%
stockholder. A 15% stockholder is generally considered by Section 203 to be a
person owning 15% or more of the corporation's outstanding voting stock. Section
203 refers to a 15% stockholder as an "interested stockholder." Section 203
restricts these transactions for a period of three years from the date the
stockholder acquired 15% or more of MMC's outstanding voting stock. With some
exceptions, unless the transaction is approved by the board of directors and the
holders of at least two-thirds of the outstanding voting stock of the
corporation, Section 203 prohibits significant business transactions such as:

o a merger with, disposition of significant assets to or receipt of
disproportionate financial benefits by the 15% stockholder, or

o any other transaction that would increase the 15% stockholder's
proportionate ownership of any class or series of MMC's capital stock.

The shares held by the 15% stockholder are not counted as outstanding when
calculating the two-thirds of the outstanding voting stock needed for approval.

The prohibition against these transactions does not apply if:

o prior to the time that any stockholder became a 15% stockholder, the
board of directors approved either the business combination or the
transaction in which such stockholder acquired 15% or more of MMC's
outstanding voting stock, or

o the 15% stockholder owns at least 85% of the outstanding voting stock
of the corporation as a result of the transaction in which such
stockholder acquired 15% or more of

MMC's outstanding voting stock. Shares held by persons who are both
directors and officers or by some types of employee stock plans are
not counted as outstanding when making this calculation.

The terms of our certificate of incorporation and by-laws are complex and
not easily summarized. The above summary may not contain all of the information
that is important to you. Accordingly, you should carefully read our certificate
of incorporation and by-laws, which are incorporated by reference into this
prospectus in their entirety.

PREFERRED STOCK

GENERAL. MMC is authorized to issue 6,000,000 shares of preferred stock. No
shares of preferred stock are currently issued or outstanding. The board of
directors of MMC may, without stockholder approval, issue shares of preferred
stock. The board can issue more than one series of preferred stock. The board
has the right to fix the number of shares, dividend rights, conversion rights,
voting rights, redemption rights, liquidation preferences and any other rights,
preferences, privileges and restrictions applicable to the preferred stock it
decides to issue.

VOTING RIGHTS. The DGCL provides that the holders of preferred stock will
have the right to vote separately as a class on any proposal involving
fundamental changes in the rights of holders of such preferred stock.

CONVERSION OR EXCHANGE. The prospectus supplement will describe the terms,
if any, on which the preferred stock may be convertible into or exchangeable for
common stock, debt securities or other preferred stock of MMC. These terms will
include provisions as to whether conversion or exchange is mandatory, at the
option of the holder or at the option of MMC. These provisions may allow or
require the number of shares of common stock or other securities of MMC to be
received by the holders of preferred stock to be adjusted.

STOCKHOLDER RIGHTS PLAN. In connection with MMC's stockholder rights plan
described above, the board of directors has authorized the issuance of up to
2,000,000 shares of series A junior participating preferred stock.

DESCRIPTION OF DEBT SECURITIES

The debt securities will be our direct unsecured general obligations. The
debt securities will be either senior debt securities or subordinated debt
securities. The debt securities will be issued under one or more separate
indentures between us and State Street Bank and Trust as trustee. Senior debt
securities will be issued under a senior indenture and subordinated debt
securities will be issued under a subordinated indenture. Together the senior
indentures and the subordinated indentures are called indentures.

We have summarized all material provisions of the indentures below. The
forms of the indentures have been filed as exhibits to the registration
statement and you should read the indentures for provisions that may be
important to you. In the summary below, we have included references to section
numbers of the indentures so that you can easily locate these provisions.

GENERAL

The debt securities will be our direct unsecured obligations. The senior
debt securities will rank equally with all of our other senior and
unsubordinated debt. The subordinated debt securities will have a junior
position to all of our senior debt.

Because we are a holding company that conducts all of our operations
through our subsidiaries, holders of the debt securities will have a junior
position to claims of creditors of our subsidiaries, including trade creditors,
debtholders, secured creditors, taxing authorities, guarantee holders and any
preferred stockholders. All of our operating subsidiaries have ongoing corporate
debt programs used to finance their business activities. As of December 31,
1998, our subsidiaries had approximately $900 million of outstanding debt.

A prospectus supplement relating to any series of debt securities being
offered will include specific terms relating to the offering. The terms will be
established in an officer's certificate or a supplemental indenture. The
officers' certificate

or supplemental indenture will be signed at the time of issuance and will
contain important information. The officers' certificate or supplemental
indenture will be filed as an exhibit to a Current Report on Form 8-K of MMC.
The Current Report on Form 8-K will be publicly available. The officers'
certificate or supplemental indenture will include some or all of the following
for a particular series of debt securities:

o the title of the securities;

o any limit on the amount that may be issued;

o whether or not the debt securities will be issued in global form and
who the depository will be;

o the maturity date(s);

o the interest rate or the method of computing the interest rate;

o the date or dates from which interest will accrue, or how such date or
dates will be determined, and the interest payment date or dates and
any related record dates;

o the place(s) where payments will be made;

o MMC's right, if any, to defer payment of interest and the maximum
length of any deferral period;

o the terms and conditions on which the debt securities may be redeemed
at the option of MMC;

o the date(s), if any, on which, and the price(s) at which MMC is
obligated to redeem, or at the holder's option to purchase, such
series of debt securities and other related terms and provisions;

o any provisions granting special rights to holders when a specified
event occurs;

o any changes to or additional events of default or covenants;

o any special tax implications of the debt securities;

o the denominations in which the debt securities will be issued, if
other than denominations of $1,000 and whole multiples of $1,000;

o the subordination terms of any subordinated debt securities; and

o any other terms that are not inconsistent with the indenture.

CONVERSION OR EXCHANGE RIGHTS

The prospectus supplement will describe the terms, if any, on which a
series of debt securities may be convertible into or exchangeable for common
stock, preferred stock or other debt securities of MMC. These terms will include
provisions as to whether conversion or exchange is mandatory, at the option of
the holder or at the option of MMC. These provisions may allow or require the
number of shares of common stock or other securities of MMC to be received by
the holders of such series of debt securities to be adjusted. (section 2.01)

COVENANTS

Under the indentures, MMC will:

o pay the principal, interest and any premium on the debt securities
when due (section 4.01); and

o maintain a place of payment (section 4.02).

CONSOLIDATION, MERGER OR SALE

The indentures do not contain any covenant which restricts the ability of
MMC to merge or consolidate, or sell, convey, transfer or otherwise dispose of
all or substantially all of its assets. However, any successor or acquiror of
such assets must assume all of the obligations of MMC under the indentures and
the debt securities. (sections 10.01 and 10.02)

EVENTS OF DEFAULT UNDER THE INDENTURE

The following are events of default under the indentures with respect to
any series of debt securities issued:

o we fail to pay interest when due and continuing for 90 days and the
time for payment has not been properly extended or deferred;

o we fail to pay the principal or any premium when due;

o we fail to observe or perform any other covenant contained in the debt
securities or the indentures, other than a covenant specifically
relating to another series of debt securities, and such failure
continues for 90 days after we receive notice from the trustee or
holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series; and

o events of bankruptcy or insolvency, whether voluntary or not.

If an event of default occurs and is continuing, the trustee or the holders
of at least 25% in aggregate principal amount of the outstanding debt securities
of that series may declare each debt security of that series due and payable
immediately. (section 6.01)

The holders of a majority in principal amount of the outstanding debt
securities of an affected series may waive any default or event of default with
respect to such series and its consequences, except defaults or events of
default regarding payment of principal, any premium or interest. A waiver will
eliminate the default. (section 6.06)

Unless otherwise specified in the indentures, if an event of default under
an indenture occurs and is continuing, the trustee will be under no obligation
to exercise any of its rights or powers under the indenture, unless the holders
of the debt securities have offered the trustee reasonable indemnity. The
holders of a majority in principal amount of the outstanding debt securities of
any series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the trustee, or exercising
any trust or power conferred on the trustee, with respect to the debt securities
of that series, provided that:

o it is not in conflict with any law or the applicable indenture;

o the trustee may take any other action deemed proper by it which is not
inconsistent with directions from the holders; and

o unless otherwise provided under the Trust Indenture Act, the trustee
need not take any action that might involve it in personal liability
or might be unduly prejudicial to the holders not involved in the
proceeding. (sections 6.04 and 6.06)

A holder of the debt securities of any series will only have the right to
institute a proceeding under the indentures or to appoint a receiver or trustee,
or to seek other remedies if:

o the holder has given written notice to the trustee of a continuing
event of default;

o the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series have made written request;

o such holders have offered reasonable indemnity to the trustee to
institute proceedings as trustee; and

o the trustee does not institute a proceeding, and does not receive
conflicting directions within 60 days.

These limitations do not apply to a suit brought by a holder of debt
securities if MMC defaults in the payment of the principal, any premium or
interest. (section 6.04)

MMC will periodically file statements with the trustee regarding its
compliance with the covenants in the indentures. (section 5.03)

MODIFICATION OF INDENTURE; WAIVER

MMC and the trustee may change an indenture without the consent of any
holders to:

o fix any ambiguity, defect or inconsistency in the indenture; and

o change anything that does not materially adversely affect the
interests of any holder of debt securities of any series. (section
9.01)

In addition, the rights of holders of a series of debt securities may be
changed by MMC and the trustee with the written consent of the holders of a
majority of the principal amount of the outstanding debt securities of each
series that is affected. However, the following changes may only be made with
the consent of each affected holder:

o extending the fixed maturity;

o reducing the principal amount or any premium;

o reducing the rate of or extending the time of payment of interest;

o reducing any premium payable upon redemption; or

o reducing the percentage of debt securities referred to above, the
holders of which are required to consent to any amendment. (section
9.02)

FORM, EXCHANGE, AND TRANSFER

The debt securities of each series will be issued only in fully registered
form without coupons in denominations of $1,000 and whole multiples of $1,000.
The indentures provide that debt securities of a series may be issued in
temporary or permanent global form and may be issued as book-entry securities
that will be deposited with The Depository Trust Company or another depository
named by MMC and identified in a prospectus supplement with respect to such
series. (sections 2.03, 2.06 and 2.11)

A holder of debt securities of any series can exchange such debt securities
for other debt securities of the same series, in any authorized denomination and
with the same terms and aggregate principal amount.

A holder may present debt securities for exchange or for registration of
transfer at the office of the security registrar or at the office of any
transfer agent designated by MMC for such purpose. Unless otherwise provided in
the debt securities to be transferred or exchanged, no service charge will be
made for any registration of transfer or exchange, but MMC may require payment
of any taxes or other governmental charges. The prospectus supplement will name
the security registrar and any transfer agent initially designated for any debt
securities. MMC may at any time designate additional transfer agents or rescind
the designation of any transfer agent or approve a change in the office through
which any transfer agent acts, except that MMC will be required to maintain a
transfer agent in each place of payment for the debt securities of each series.

If the debt securities of any series are to be redeemed, MMC will not be
required to:

o issue, register the transfer of, or exchange any debt securities of
that series during a period beginning 15 days before the day of
mailing of a notice of redemption and ending at the close of business
on the day of mailing; or

o register the transfer of or exchange any debt securities so selected
for redemption, except the unredeemed portion of any such debt
securities being redeemed in part. (section 2.05)

INFORMATION CONCERNING THE TRUSTEE

The trustee, except when there is an event of default, will perform only
those duties as are specifically stated in the indentures. The trustee must use
the same degree of care as a prudent person would exercise or use in the conduct
of his or her own affairs. Except as provided in the preceding sentence, the
trustee is not required to exercise any of the powers given it by the indentures
at the request of any holder of debt securities unless it is offered reasonable
security and indemnity against the costs, expenses and liabilities that it might
incur. The trustee is not required to spend or risk its own money or otherwise
become financially liable while performing its duties unless it reasonably
believes that it will be repaid or receive adequate indemnity. (section 7.01)

PAYMENT AND PAYING AGENTS

We will pay interest on any debt securities to the person in whose name the
debt securities are registered on the regular record date for interest.
(sections 2.03 and 3.03)

We will pay principal, any premium and interest on the debt securities of a
particular series at the office of the paying agents designated by MMC, except
that we may pay interest by check mailed to the holder. We will designate the
corporate trust office of the trustee in the City of New York as our sole paying
agent for payments. The prospectus supplement will name any other paying agents
initially designated for the debt security of a particular series. We will be
required to maintain a paying agent in each place of payment for the debt
securities. (sections 4.01, 4.02 and 4.03)

All moneys we pay to a paying agent or the trustee for the payment of
principal, any premium or interest which remains unclaimed at the end of two
years will be repaid to us, and the holder of the security may then look only to
us for payment.

GOVERNING LAW

The indentures and the debt securities will be governed by and interpreted
in accordance with the laws of the State of New York except to the extent that
the Trust Indenture Act otherwise applies. (section 13.05)

SUBORDINATION OF SUBORDINATED DEBT SECURITIES

The subordinated debt securities will be unsecured and will be subordinate
and junior in priority of payment to other indebtedness on the terms described
in a prospectus supplement. The subordinated indenture does not limit the amount
of subordinated debt securities which MMC may issue, nor does it limit MMC from
issuing any other secured or unsecured debt. (section 14.01)

A prospectus supplement relating to a series of subordinated debt
securities will disclose the amount of debt of MMC that will be senior to the
subordinated debt securities.

WHERE YOU CAN FIND MORE INFORMATION

MMC files reports, proxy statements, and other information with the SEC.
These reports, proxy statements, and other information can be read and copied at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Room. The SEC maintains an internet site at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding companies that file electronically with the SEC, including MMC. MMC's
common stock is listed and traded on the New York Stock Exchange, the Chicago
Stock Exchange, the Pacific Exchange and the London Stock Exchange. These
reports, proxy statements and other information can also be read at the offices
of the NYSE, 20 Broad Street, New York, New York 10005, the offices of the CSE,
440 South LaSalle Street, Chicago, Illinois 60605 and at the offices of the PE,
115 Sansome Street, 2nd Floor, San Francisco, California 94104.

This prospectus is part of a registration statement filed with the SEC by
MMC. The full registration statement can be obtained from the SEC as indicated
above, or from MMC.

The SEC allows MMC to "incorporate by reference" the information it files
with the SEC. This permits MMC to disclose important information to you by
referencing these filed documents. Any information referenced this way is
considered part of this prospectus, and any information filed with the SEC
subsequent to this prospectus will automatically be deemed to update and
supersede this information. MMC incorporates by reference the following
documents which have been filed with the SEC:

o Annual Report on Form 10-K/A for the year ended December 31, 1997;

o Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998;

o Current Reports on Form 8-K filed August 25, 1998, November 12, 1998
and December 23, 1998, as amended by the Current Report on Form 8-K/A
filed February 3, 1999;

o Proxy Statement on Schedule 14A filed with the SEC on March 31, 1998;

o Registration Statement on Form 8-B dated May 22, 1969, as amended by
the Amendment on Form 8 dated February 3, 1987; and

o Registration Statement on Form 8-A dated October 10, 1997.

MMC incorporates by reference the documents listed above and any future
filings made with the SEC in accordance with Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until MMC files a post-effective
amendment which indicates the termination of the offering of the securities made
by this prospectus.

PLAN OF DISTRIBUTION

MMC may sell the common stock, preferred stock or any series of debt
securities in one or more of the following ways from time to time:

o to underwriters for resale to the public or to institutional
investors;

o directly to institutional investors; or

o through agents to the public or to institutional investors.

The prospectus supplements will state the terms of the offering of the
securities, including:

o the name or names of any underwriters or agents,

o the purchase price of such securities and the proceeds to be received
by MMC,

o any underwriting discounts or agency fees and other items constituting
underwriters' or agents' compensation,

o any initial public offering price,

o any discounts or concessions allowed or reallowed or paid to dealers
and

o any securities exchanges on which the securities may be listed.

If we use underwriters in the sale, the securities will be acquired by the
underwriters for their own account and may be resold from time to time in one or
more transactions, including:

o negotiated transactions,

o at a fixed public offering price or prices, which may be changed,

o at market prices prevailing at the time of sale,

o at prices related to prevailing market prices or

o at negotiated prices.

Unless otherwise stated in a prospectus supplement, the obligations of the
underwriters to purchase any securities will be conditioned on customary closing
conditions and the underwriters will be obligated to purchase all of such series
of securities, if any are purchased.

Underwriters and agents may be entitled under agreements entered into with
MMC to indemnification by MMC against certain civil liabilities, including
liabilities under the Securities Act, or to contribution with respect to
payments which the underwriters or agents may be required to make. Underwriters
and agents may be customers of, engage in transactions with, or perform services
for MMC and its affiliates in the ordinary course of business.

Each series of securities will be a new issue of securities and will have
no established trading market other than the common stock which is listed on the
New York Stock Exchange, the Chicago Stock Exchange, the Pacific Exchange and
the London Stock Exchange. Any common stock sold will be listed on the New York
Stock Exchange, the Chicago Stock Exchange, the Pacific Exchange and the London
Stock Exchange, upon official notice of issuance. Any underwriters to whom
securities are sold by MMC for public offering and sale may make a market in the
securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. The securities, other
than the common stock, may or may not be listed on a national securities
exchange.

LEGAL OPINIONS

MMC has been represented by Skadden, Arps, Slate, Meagher & Flom LLP, New
York, New York.

EXPERTS

The consolidated financial statements and supplemental notes of MMC and its
subsidiaries as of December 31, 1997 and 1996 and for each of the years in the
three year period ended December 31, 1997, included and incorporated by
reference in MMC's Annual Report on Form 10-K for the year ended December 31,
1997 and incorporated by reference into this Prospectus, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing. The consolidated financial statements of Sedgwick Group
plc as of December 31, 1997, incorporated by reference into this Prospectus,
have been audited by PricewaterhouseCoopers, Chartered Accountants.

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$500,000,000

MARSH & MCLENNAN COMPANIES, INC.

$250,000,000 SENIOR NOTES DUE 2008

$250,000,000 SENIOR NOTES DUE 2013

[MMC LOGO]

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PROSPECTUS SUPPLEMENT

FEBRUARY 11, 2003

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GOLDMAN, SACHS & CO.
SALOMON SMITH BARNEY

ABN AMRO INCORPORATED
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
DEUTSCHE BANK SECURITIES
JPMORGAN
MERRILL LYNCH & CO.
SCOTIA CAPITAL

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