================================================================================

 

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 11-K



 
                 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



 
                     FOR THE FISCAL YEAR ENDED JUNE 30, 2004


                                 SEC NO. 1-5998





     A. Full title of the Plan:

                MARSH & McLENNAN COMPANIES STOCK INVESTMENT PLAN


     B. Name of  issuer  of the  securities  held  pursuant  to the Plan and the
address of its principal executive office:






                        MARSH & McLENNAN COMPANIES, INC.
                           1166 Avenue of the Americas
                             New York, NY 10036-2774








                                   SIGNATURES
                                   ----------



     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Marsh & McLennan  Companies  Benefits  Administration  Committee has duly caused
this annual report to be signed on its behalf by the  undersigned  hereunto duly
authorized.




                                              MARSH & McLENNAN COMPANIES STOCK
                                                        INVESTMENT PLAN
 



Date: December 22, 2004                             /s/ Alex P. Voitovich 
                                              ---------------------------------
                                              Authorized Representative of the
                                              Benefits Administration Committee











                MARSH & McLENNAN COMPANIES STOCK INVESTMENT PLAN
                ------------------------------------------------

                                TABLE OF CONTENTS
                                -----------------




                                                                           Page
                                                                           ----

Report of Independent Registered Public Accounting Firm                       1

Statements of Assets Available for Benefits 
as of June 30, 2004 and 2003                                                  2

Statement of Changes in Assets Available for Benefits 
for the Year Ended June 30, 2004                                              3

Notes to Financial Statements                                              4-10

Supplemental Schedules:

  Form 5500, Schedule H, Part IV, Line 4i-
  Schedule of Assets Held at End of Year as of June 30, 2004         Schedule I

  Form 5500, Schedule H, Part IV, Line 4j -
  Schedule of Reportable Transactions for the Year Ended
  June 30, 2004                                                     Schedule II

Consent of Independent Registered Public Accounting Firm             Exhibit 23









REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of  Directors  of Marsh &  McLennan  Companies,  Inc.,  the Marsh &
McLennan Companies Benefits Administration Committee and the Participants in the
Marsh & McLennan Companies Stock Investment Plan:

We have audited the accompanying  statements of assets available for benefits of
the Marsh & McLennan Companies Stock Investment Plan (the "Plan") as of June 30,
2004 and 2003,  and the related  statement  of changes in assets  available  for
benefits for the year ended June 30, 2004.  These  financial  statements are the
responsibility  of the Plan's  management.  Our  responsibility is to express an
opinion on these financial statements based on our audits.

We conducted  our audits in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the net assets available for benefits of the Plan as of
June 30, 2004 and 2003, and the changes in net assets available for benefits for
the year ended June 30, 2004 in conformity with accounting  principles generally
accepted in the United States of America.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental  schedules listed in the
table of contents are presented for purposes of additional  analysis and are not
a  required  part  of the  basic  financial  statements  but  are  supplementary
information  required by the  Department  of Labor's Rules and  Regulations  for
Reporting and Disclosure  under the Employee  Retirement  Income Security Act of
1974.  These schedules are the  responsibility  of the Plan's  management.  Such
schedules have been subjected to the auditing procedures applied in the audit of
the basic June 30, 2004  financial  statements  and, in our opinion,  are fairly
stated  in all  material  respects  when  considered  in  relation  to the basic
financial statements taken as a whole.



 

/s/ Deloitte & Touche LLP


December 22, 2004
New York, NY



                                     

                                      -1-




                MARSH & MCLENNAN COMPANIES STOCK INVESTMENT PLAN
                ------------------------------------------------

                   STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
                   -------------------------------------------
                                                                


                                                        JUNE 30,
                                        ---------------------------------------
                                                 2004                 2003
                                        ------------------      ----------------
ASSETS:

CASH AND CASH EQUIVALENTS                  $    61,047,325       $    42,649,080

INVESTMENTS AT FAIR VALUE (NOTES 2 & 3)      1,857,565,369         1,937,041,221

INVESTMENTS AT CONTRACT VALUE (NOTES 2)        432,236,848           440,736,073

LOANS RECEIVABLE - PARTICIPANTS (NOTE 5)        34,737,606            33,365,715
                                        ------------------      ----------------

      TOTAL INVESTMENTS                      2,385,587,148         2,453,792,089
                                        ------------------      ----------------
                                        
DIVIDENDS AND INTEREST RECEIVABLE               10,996,706            10,892,364
                                        ------------------      ----------------
                                        
PARTICIPANT CONTRIBUTIONS RECEIVABLE             4,307,414             3,822,462

EMPLOYER CONTRIBUTIONS RECEIVABLE                2,226,754             2,081,230
                                        ------------------      ----------------
                                        
      TOTAL CONTRIBUTIONS RECEIVABLE             6,534,168             5,903,692
                                        ------------------      ----------------
                                        


ASSETS AVAILABLE FOR BENEFITS              $ 2,403,118,022       $ 2,470,588,145
                                        ===================     ================
                                                                      

See notes to financial statements.




                                      -2-




                MARSH & MCLENNAN COMPANIES STOCK INVESTMENT PLAN
                ------------------------------------------------


              STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
              -----------------------------------------------------
                        FOR THE YEAR ENDED JUNE 30, 2004
                        --------------------------------



INVESTMENT INCOME (LOSS):
         Dividends                                             $     39,815,769
         Interest                                                    26,496,049
         Net depreciation in fair value of investments              (84,161,774)
                                                            --------------------
                                                            
         NET INVESTMENT LOSS                                        (17,849,956)
                                                            --------------------
                                                            
CONTRIBUTIONS
         Employer                                                    56,060,179
         Participant                                                115,138,631
                                                            --------------------
                                                            
         TOTAL CONTRIBUTIONS                                        171,198,810
                                                            --------------------
                                                            
BENEFITS PAID TO AND WITHDRAWALS BY PARTICIPANTS                   (223,617,754)

TRANSFERS FROM OTHER PLAN (NOTE 1)                                    2,798,777

                                                            --------------------
                                                            
         DECREASE IN ASSETS                                         (67,470,123)
                                                            --------------------
                                                            
ASSETS AVAILABLE FOR BENEFITS:
         Beginning of year                                        2,470,588,145
                                                            --------------------
                                                           
         End of year                                           $  2,403,118,022
                                                            ====================


See notes to financial statements.

                                      -3-



                MARSH & McLENNAN COMPANIES STOCK INVESTMENT PLAN
                ------------------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                             JUNE 30, 2004 and 2003
                             ----------------------




(1)  Description of the Plan
     -----------------------

     General
     -------
     The Marsh & McLennan  Companies  Stock  Investment  Plan (the  "Plan") is a
     defined  contribution  Employee Stock  Ownership Plan which allows eligible
     participants  to contribute  through  payroll  deductions from 1% to 15% of
     their salary, on a before and/or after-tax basis. Under the Plan,  salaried
     employees who are at least 18 years of age in the United States, as well as
     employees of any  subsidiary  or  affiliate of Marsh & McLennan  Companies,
     Inc. ("MMC" or the "Company") other than Putnam Investments are eligible to
     contribute  to the Plan.  The Plan is subject to provisions of the Employee
     Retirement  Income  Security  Act of 1974  ("ERISA").  Employees  can  make
     rollover  contributions  to the Plan as soon as the employee is eligible to
     participate in the Plan.

     The  trustee  for the Plan is State  Street  Corporation.  The  trustee  is
     responsible  for maintaining  the assets of the Plan,  making  distribution
     payments as directed by the Company and,  generally,  performing  all other
     acts deemed necessary or proper to fulfill its  responsibility as set forth
     in the trust agreement pertaining to the Plan.

     The Marsh & McLennan Benefits Administration Committee controls and manages
     the  operation  and  administration  of the  Plan.  Certain  administrative
     functions  are  performed by employees of the Company or its  subsidiaries.
     All such costs as well as administrative expenses are borne directly by the
     Company.

     Contributions
     -------------
     MMC  matches,  after one year of  service,  up to the first six  percent of
     participants'  before  and/or  after-tax  contributions  in  the  following
     percentages:

     o 100% for those  participants  age 55 or older or whose age plus  years of
     plan participation equals at least 65.

     o 71-2/3% in all other cases.

     Prior to August 1, 2003, all employee  contributions and Company match were
     invested in the MMC Stock Fund unless the participant's age was 55 or older
     or their age plus years of plan  participation  equaled at least 65.  These
     participants  could diversify their  contribution  and accumulated  balance
     among the MMC Stock Fund, a Fixed Income Fund,  and various  Putnam  mutual
     funds. For all  participants,  the Company's  matching  contributions  were
     invested the same as the participants' contributions.

     The Company's matching  contributions to a participant are suspended for 12
     months if the participant requests certain in-service  withdrawals from his
     or her  account.  Participant  and  Company  contributions  are  subject to
     certain limitations in accordance with federal income tax regulations. When
     a participant  reaches the IRS annual limit,  the before-tax  contributions
     automatically are made as after-tax  contributions for the remainder of the
     calendar year unless the participant decides to discontinue  contributions.
     

                                      -4-



     Beginning August 1, 2003, all participants were able to direct all of their
     future contributions on a before and/or after-tax basis into one or more of
     17 investment options (18 investment options as of July 1, 2004). On August
     1,  2003,  participants  who did not yet meet the age or age plus  years of
     plan participation  requirements to diversify became eligible to direct the
     investment of one-third  (33-1/3%) of their employee  contribution  account
     balances as of July 31, 2003 to any of the available investment options. On
     August 2, 2004,  one-half  of the  remaining  balance of the  participants'
     employee contribution account balances became eligible for diversification.
     Company  matching  contributions  continued to be invested in the MMC Stock
     Fund,  unless  the  participant  reached  the  age of 55 or the  sum of the
     participant's  age and  years of plan  participation  was at least  65.  If
     either of those  conditions  were met, the Company  matching  contributions
     could be directed to any of the available investment options.  However, the
     additional  28-1/3%  company  match that a participant  became  eligible to
     receive  upon  meeting  the age or age  plus  years  of plan  participation
     requirements to diversify continued to be invested in the MMC Stock Fund.

     Effective  October 25, 2004,  all  participants  became  eligible to direct
     their Company  matching  contributions  (including the  additional  28-1/3%
     company  match) and all of their  employee  contribution  account  balances
     (including the portion scheduled to become diversifiable on August 1, 2005)
     to any of the  available  investment  options.  If a  participant  does not
     choose an  investment  direction  for his or her  future  Company  matching
     contributions,  they are automatically  invested in the Putnam Fixed Income
     Fund.

     Participant Accounts
     --------------------
     Individual  accounts  are  maintained  for  each  Plan  participant.   Each
     participant's  account is credited with the participant's  contribution and
     the Company's matching contribution, charged with withdrawals, and adjusted
     to reflect the  performance of the investment  options in which the account
     is invested. A participant is only entitled to the vested portion of his or
     her account balance.

     Vesting  
     -------
     Participants  are vested  immediately  in their  contributions  plus actual
     earnings  thereon.  Participants  hired  before  January  1, 1998 are fully
     vested in the Company's  matching  contributions.  Participants hired on or
     after  January 1, 1998 who have an hour of service on or after July 1, 2002
     vest in the Company's matching contribution as follows: 20% after two years
     of  service,  40% after  three  years of  service,  67% after four years of
     service and 100% after five years of service.  Forfeited nonvested accounts
     in the amount of $1,205,738 were used to reduce employer  contributions for
     the  year  ended  June  30,  2004.  Forfeited  nonvested  accounts  totaled
     $2,586,392 for the year ended June 30, 2003.

     Payment of Benefits
     -------------------
     Participants with vested balances greater than $5,000 who leave the Company
     before age 65 may elect to leave their money in the Plan, but may not defer
     the  distribution  beyond age 65 (age 70-1/2 for former J&H  employees  who
     terminated prior to January 1, 1998). Payment of benefits on termination of
     service  varies  depending  upon the  vested  amount  in the  participant's
     account  balance,  the  reason for  termination  (i.e.  retirement,  death,
     disability,  termination  of service  for other  reasons)  and the  payment
     options  available (i.e.  immediate lump sum payment,  deferral of lump sum
     payment,  installment payments, etc.) for a particular type of termination.
     Participants  should  refer  to the  Plan  document  and the  MMC  benefits
     handbook via  www.mmcpeoplelink.com  for a more complete description of the
     Plan's payment provisions.

                                      -5-


     Transfers
     ---------
     On  June 2,  2004,  participants'  balances  in the  Reinsurance  Solutions
     International  ("RSI") Savings and Investment Plan totaling $2,798,777 were
     transferred  into the MMC Stock  Investment  Plan due to the acquisition of
     that company.


     The preceding  description  of the Plan provides only general  information.
     Participants  should  refer  to the  Plan  document  and the  MMC  benefits
     handbook via  www.mmcpeoplelink.com  for a more complete description of the
     Plan's provisions.
 
(2)  Summary of Significant Accounting Policies
     ------------------------------------------

     Basis  of  Accounting  
     ---------------------
     The accompanying financial statements have been prepared in accordance with
     accounting principles generally accepted in the United States of America.

     Use of Estimates
     ----------------
     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally  accepted  in the United  States of America  requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets  available  for  benefits  and  changes  therein.  Actual
     results could differ from those estimates.

     Risks and Uncertainties
     -----------------------
     The Plan utilizes various investment instruments. Investment securities, in
     general,  are exposed to various risks, such as interest rate,  credit, and
     overall market volatility. Due to the level of risk associated with certain
     investment securities, it is reasonably possible that changes in the values
     of investment  securities will occur in the near term and that such changes
     could materially affect the amounts reported in the financial statements.

     Cash and cash equivalents
     -------------------------
     Cash and cash  equivalents  primarily  consist of  interest  bearing  money
     market investments, which are available on demand.

     Investments
     -----------
     The common stock of Marsh & McLennan  Companies,  Inc. and shares of mutual
     funds are reflected in the accompanying  statements of assets available for
     benefits at quoted market prices.

     The Plan's Putnam Fixed Income Fund,  which consists of  benefit-responsive
     guaranteed  insurance  contracts  and  group  annuity  contracts,  has been
     presented in the financial statements at contract value. The investments in
     this  fund  are  valued  at  contract  value,  which is cost  plus  accrued
     interest, and are guaranteed by the issuing institution as to principal and
     interest.  Participants may ordinarily direct the withdrawal or transfer of
     all or a portion of their  investment at contract value.  The average yield
     for these investment  contracts was  approximately  5.5% for the year ended
     June 30, 2004.  There are no reserves against the value of the contract for
     credit risk or other risks  associated  with the issuing  institution.  For
     some  contracts  the  interest  rates earned on the contract are reset on a
     periodic basis in accordance with the terms of the individual contracts.

     Purchases  and sales of  securities  are  recorded on a  trade-date  basis.
     Dividends are recorded on the ex-dividend date.

                                      -6-


     Management fees and operating  expenses charged to the Plan for investments
     in mutual  funds are deducted  from income  earned on a daily basis and are
     not  separately  reflected.  Consequently,  management  fees and  operating
     expenses are reflected as a reduction of net appreciation (depreciation) in
     fair market value of investments for these funds.

     The  following  table  presents  the  market  values  of  investments  that
     represent 5% or more of the Plan's assets at the end of the plan-year:

                                                          June 30,
                                        ----------------------------------------
                                                2004                    2003
                                        -----------------       ----------------

Marsh & McLennan Companies common stock    $1,202,248,210         $1,478,910,238
Putnam S&P 500 Index Fund                     135,512,691            107,440,310
                                        -----------------       ----------------
                                           $1,337,760,901         $1,586,350,548
                                        =================       ================

The Plan's  investments  including  gains and losses on  investments  bought and
sold,  as well as held during the year,  (depreciated)  appreciated  in value as
follows:

                                          Year Ended June 30,
                                     ----------------------------
                                                 2004
                                     ----------------------------
                                     
        Common Stock                         $ (162,007,986)
        Mutual Funds                             77,846,212
                                     ----------------------------
                                             $  (84,161,774)
                                     ============================


     Payment of Benefits
     -------------------
     Benefit  payments to participants are recorded upon  distribution.  Amounts
     allocated  to persons who have  elected to withdraw  from the Plan but have
     not yet been paid were  $284,143 and  $3,236,701 at June 30, 2004 and 2003,
     respectively.

     Reclassifications
     -----------------
     Certain  reclassifications  have  been made to the prior  year  amounts  to
     conform with current year presentation.


                                      -7-


(3)  Non Participant-Directed Investments
     ------------------------------------
     Prior  to  August  1,  2003,  the  Plan  offered  a  program  that was both
     participant and  non-participant  directed.  All  non-participant  directed
     contributions  were invested in the Marsh & McLennan  Companies Stock Fund.
     The assets as of June 30, 2004 and 2003 and  changes in assets  relating to
     the Company stock fund for the year ended June 30, 2004 are as follows:

                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

                                          June 30, 2004           June 30, 2003
                                         --------------           -------------
ASSETS:                                 

CASH AND CASH EQUIVALENTS                $   13,016,744          $   10,346,821

COMMON STOCK                              1,202,248,210           1,478,910,238

DIVIDENDS AND INTEREST RECEIVABLE             9,018,670               8,984,012

PARTICIPANT CONTRIBUTIONS RECEIVABLE            892,933               3,511,411
EMPLOYER CONTRIBUTIONS RECEIVABLE             2,046,307               1,936,293
                                         --------------          ---------------
    TOTAL RECEIVABLE                          2,939,240               5,447,704
                                         --------------          ---------------

    TOTAL ASSETS                          1,227,222,864           1,503,688,775
                                        ---------------          ---------------
                                          
LIABILITIES:

INTERFUND PAYABLE                               405,329                       -
                                        ----------------         ---------------
                                          
    NET ASSETS AVAILABLE FOR BENEFITS    $1,226,817,535          $1,503,688,775
                                        ================         ===============


            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                                                               June 30, 2004
                                                           ---------------------
                                                                                

        INVESTMENT INCOME (LOSS):
          Dividends                                         $     34,655,641
          Interest                                                   210,001
          Net depreciation in fair value of investments         (162,007,986)
                                                           ---------------------

        NET INVESTMENT LOSS                                     (127,142,344)
                                                           ---------------------
                                                          
        CONTRIBUTIONS:
          Employer                                                51,064,031
          Participant                                             31,319,873

                                                           ---------------------
                                                           
        TOTAL CONTRIBUTIONS                                       82,383,904
                                                           ---------------------
                                                           
        BENEFITS PAID TO AND WITHDRAWALS BY PARTICIPANTS         (98,837,932)
                                                           ---------------------
                                                          
        TRANSFERS BETWEEN FUNDS                                 (133,274,868)
                                                           ---------------------
                                                           
        DECREASE IN ASSETS                                      (276,871,240)
                                                           ---------------------
                                                           
        ASSETS AVAILABLE FOR BENEFITS:
          Beginning of year                                    1,503,688,775
                                                           ---------------------
                                                          
          End of year                                         $1,226,817,535
                                                           =====================

                                      -8-


(4)  Related party transactions
     --------------------------
     The Putnam  Research Fund,  Inc., the Putnam Equity Income Fund, the Putnam
     Voyager Fund, the Putnam Fixed Income Fund, the Putnam International Equity
     Fund, the Putnam New Opportunities  Fund, the George Putnam Fund of Boston,
     the Putnam S&P 500 Index Fund, the Putnam Mid Cap Value Fund and the Putnam
     Bond Index Fund are managed by Putnam  Investments  Trust, a majority owned
     subsidiary of the Company.  Investments in  institutional  funds managed by
     Putnam at June 30, 2004 amounted to  $481,857,328  and  $458,130,983  as of
     June 30, 2003.  Fees paid by the Plan for  investment  management  services
     were included as a reduction of the return earned on each fund.

     At June 30, 2004 and 2003, the Plan held 26,492,909 and 28,958,493  shares,
     respectively,  of company stock of Marsh & McLennan  Companies,  Inc.,  the
     sponsoring  employer,  with a cost basis of $598,782,128 and  $630,346,386,
     respectively.  During the plan year ended June 30, 2004,  the Plan recorded
     dividend income from these shares of $9,007,589.

     Certain administrative functions are performed by officers and employees of
     the company  (who may also be  participants  in the Plan) at no cost to the
     Plan.  These  transactions  are  not  deemed  prohibited  party-in-interest
     transactions  because  they are  covered by  statutory  and  administrative
     exemptions from the IRC and ERISA's rules on Prohibited  Transactions.  See
     Note 1 regarding administrative expenses.

(5)  Loans receivable-participants
     -----------------------------
     Plan  participants  may borrow from their  accounts up to a maximum  amount
     equal to the lesser of  $50,000  or 50% of the  vested  value of his or her
     Plan account.  Outstanding  loans,  which are secured by the  participants'
     interest in the Plan are repaid through semi-monthly payroll deductions or,
     at the option of the participant may be paid in full without penalty.  Loan
     repayments,  which include principal and interest, are credited directly to
     the  participant's Plan  account.  Interest is charged on the  outstanding
     balance at prime rate plus 1% based on the prime rate in effect at the time
     the loan is processed.

     New loans to  participants  amounted to $18,174,707 and $15,073,519 for the
     years  ended June 30,  2004 and 2003,  respectively,  and  repayments  from
     participants,  including interest,  amounted to $17,092,375 and $15,515,206
     respectively.

(6)  Federal Income Tax Status
     -------------------------
     The Internal  Revenue  Service has determined and informed the Company by a
     letter dated January 28, 2002, that the Plan is designed in accordance with
     applicable sections of the Internal Revenue Code ("IRC"). The Plan has been
     amended  since  receiving  the  determination  letter.  However,  the  Plan
     Administrator and the Plan's tax counsel believe that the Plan is currently
     being operated in compliance  with the applicable  requirements  of the IRC
     and the Plan and related trust  continue to be  tax-exempt.  Therefore,  no
     provision  for  income  taxes has been  included  in the  Plan's  financial
     statements.

(7)  Supporting Schedules
     --------------------
     The detail of assets held for investment as of June 30, 2004 is provided on
     Schedule I.

     The summary of transactions  occurring  during the year ended June 30, 2004
     representing  more  than 5% of the  Plan's  assets  as of  July 1,  2003 is
     reportable  under the  Department  of Labor  Regulation  2520.103-6  and is
     presented on Schedule II.

     All other  schedules  required by Section  2520.103-10 of the Department of
     Labor's  Rules and  Regulations  for  Reporting  and  Disclosure  under the
     Employee  Retirement  Income Security Act of 1974 have been omitted because
     they are not applicable.

                                      -9-


(8)  Plan Termination
     ----------------
     Although it has not  expressed  any intention to do so, the Company has the
     right under the Plan to discontinue  its  contributions  at any time and to
     terminate  the Plan subject to the  provisions  set forth in ERISA.  In the
     event that the Plan is  terminated,  each  participant  would  become  100%
     vested in his or her account.

(9)  Subsequent Event
     ----------------
     The market value of MMC stock has been impacted by adverse market  reaction
     to the civil  complaint  filed  against MMC by the Attorney  General of the
     State of New York on October 14, 2004.  The quoted market price at the June
     30, 2004 balance  sheet date was $45.38 per share.  The quoted market price
     at December 22, 2004 was $32.57 per share.

     A number of class  action  lawsuits  have been  filed  against  the  Plan's
     fiduciaries  alleging breach of fiduciary duty based on either  allegations
     of market  timing in  certain  mutual  funds  offered  by MMC's  investment
     management  subsidiary,  Putnam  Investments,  or on allegations similar to
     those contained in the civil complaint filed by the Attorney General of the
     State of New York on October  14,  2004.  These  lawsuits  allege  that the
     Plan's  fiduciaries  breached  their  fiduciary  duty  to  participants  by
     allowing investments in the affected Putnam mutual funds and the Plan's MMC
     stock fund despite knowing of improprieties  and the effect that disclosure
     of such improprieties would have on the value of those funds.


                                      -10-


                MARSH & MCLENNAN COMPANIES STOCK INVESTMENT PLAN
                             SUPPLEMENTAL SCHEDULE I
                   SCHEDULE OF INVESTMENTS AS OF JUNE 30, 2004



 PRINCIPAL AMOUNT OR NUMBER
          OF SHARES                                                                          2004
------------------------------                                        ------------------------------------------------
              2004                                                               COST                        MARKET
------------------------------                                        ----------------------         ------------------
                                                                                                                    

                               COMMON STOCK:                           
             26,492,909        MARSH & McLENNAN COMPANIES, INC.            $   598,782,128             $ 1,202,248,210

                               MUTUAL FUNDS:
              4,245,076        PUTNAM RESEARCH FUND (a)                         49,247,034                  55,907,654
              3,601,884        PUTNAM EQUITY INCOME FUND (a)                    50,136,142                  57,810,232
              3,266,863        PUTNAM VOYAGER FUND (a)                          48,283,707                  54,099,257
              1,989,866        PUTNAM INTERNATIONAL EQUITY FUND (a)             36,703,646                  41,807,090
                831,060        PUTNAM NEW OPPORTUNITIES FUND (a)                29,058,364                  33,358,740
              1,899,332        GEORGE PUTNAM FUND OF BOSTON (a)                 30,098,158                  32,649,509
              4,721,697        PUTNAM S&P 500 INDEX FUND (a)                   139,231,702                 135,512,691
              2,317,712        PUTNAM BOND INDEX FUND (a)                       27,322,466                  31,289,106
                669,894        DODGE & COX STOCK                                73,294,559                  80,126,036
                830,999        GOLDMAN CAP GROWTH                               15,216,690                  16,171,252
              2,951,971        PIMCO TOTAL RETURN FUND                          31,635,952                  31,408,972
                904,627        T ROWE PRICE MID CAP GROW                        37,537,744                  41,802,795
                515,883        PUTNAM MID CAP VALUE (a)                          6,223,843                   6,773,540
                496,409        AIM SMALL CAP GROWTH                             12,408,214                  13,348,446
                805,119        GOLDMAN SACHS SMALL CAP                          20,742,981                  23,251,839
                                                                       ----------------------         ------------------
                                                                               607,141,202                 655,317,159
                                                                       ----------------------         ------------------
                               PUTNAM FIXED INCOME FUND: (a) (b)
            109,026,789        CIGNA                                           109,026,789                 109,026,789
                               7.07% DUE DECEMBER 30, 2005
             11,057,348        PRINCIPAL MUTUAL LIFE INSURANCE COMPANY          11,057,348                  11,057,348
                               5.38% DUE MARCH 31, 2007
             25,191,474        JACKSON NATIONAL LIFE                            25,191,474                  25,191,474
                               4.86% DUE JANUARY 2, 2007
              8,394,187        MONUMENTAL LIFE INSURANCE COMPANY                 8,394,187                   8,394,187
                               5.38% DUE DECEMBER 30, 2005              
             11,007,847        MONUMENTAL LIFE INSURANCE COMPANY                11,007,847                  11,007,847
                               5.13% DUE SEPTEMBER 29, 2006
             67,870,725        TRANSAMERICA LIFE INSURANCE COMPANY              67,870,725                  67,870,725
                               3.516% DUE DECEMBER 31, 2005
              5,012,242        GE LIFE & ANNUITY                                 5,012,242                   5,012,242
                               4.81% DUE MAY 11, 2009
             10,312,539        GE LIFE AND ANNUITY INSURANCE                    10,312,539                  10,312,539
                               4.42% DUE SEPTEMBER 9, 2008
             15,358,313        METROPOLITAN LIFE INSURANCE COMPANY              15,358,313                  15,358,313
                               4.53% DUE NOVEMBER 11, 2008
             10,047,235        RABOBANK WRAP CONTRACT                           10,047,235                  10,047,235
                               3.810% DUE SEPTEMBER 30, 2006
             16,779,485        TRAVELERS INSURANCE CO                           16,779,485                  16,779,485
                               5.89% DUE SEPTEMBER 30, 2004
             12,000,000        JOHN HANCOCK INSURANCE COMPANY                   12,000,000                  12,000,000
                               6.58% DUE NOVEMBER 30, 2004
             22,831,111        NEW YORK LIFE                                    22,831,111                  22,831,111
                               5.09% DUE SEPTEMBER 30, 2005
             17,080,490        MONUMENTAL LIFE INSURANCE COMPANY                17,080,490                  17,080,490
                               4.99% DUE JUNE 30, 2005
             11,355,198        MONUMENTAL LIFE INSURANCE COMPANY                11,355,198                  11,355,198
                               4.88% DUE MARCH 31, 2005
             13,685,859        PRINCIPAL LIFE                                   13,685,859                  13,685,859
                               5.60% DUE MARCH 31, 2006
             11,781,233        HARTFORD LIFE                                    11,781,233                  11,781,233
                               5.79% DUE MARCH 31, 2005
             13,034,510        METROPOLITAN LIFE                                13,034,510                  13,034,510
                               5.95% DUE JUNE 30, 2006
             13,010,527        ALLSTATE LIFE                                    13,010,527                  13,010,527
                               5.86% DUE SEPTEMBER 29, 2006
             13,691,985        HARTFORD LIFE                                    13,691,985                  13,691,985
                               5.63% DUE MARCH 31, 2006
             13,707,751        MONUMENTAL LIFE INSURANCE COMPANY                13,707,751                  13,707,751
                               5.67% DUE MARCH 31, 2006
                                                                       ----------------------         ------------------
                                                                               432,236,848                 432,236,848
                                                                       ----------------------         ------------------
                              TOTAL INVESTMENTS                            $ 1,638,160,178             $ 2,289,802,217
                                                                       ======================         ==================

(a)  Denotes Party-in Interest.
(b)  All contracts in the fixed income fund are valued at contract value.





                MARSH & McLENNAN COMPANIES STOCK INVESTMENT PLAN
                            SUPPLEMENTAL SCHEDULE II
                      SCHEDULE FOR REPORTABLE TRANSACTIONS



                                                          CURRENT
                                                          VALUE OF      NET
        DESCRIPTION OF ASSET           COST OF ASSETS      ASSETS    GAIN (LOSS)
        --------------------           --------------     --------   -----------

TRANSACTION BY ISSUE:

DEUTSCHE BANK TRUST COMPANY AMERICAS

         PYRAMID CASH TEMPORARY FUND   
         INVESTMENTS
                  274   PURCHASES      $568,246,924    $ 568,246,924    $      -
                  426   SALES           531,184,178      531,184,178           -