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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000898822-02-000812.txt : 20020620
<SEC-HEADER>0000898822-02-000812.hdr.sgml : 20020620
<ACCEPTANCE-DATETIME>20020620171920
ACCESSION NUMBER:		0000898822-02-000812
CONFORMED SUBMISSION TYPE:	8-A12B/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20020620

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MARSH & MCLENNAN COMPANIES INC
		CENTRAL INDEX KEY:			0000062709
		STANDARD INDUSTRIAL CLASSIFICATION:	INSURANCE AGENTS BROKERS & SERVICES [6411]
		IRS NUMBER:				362668272
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-A12B/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05998
		FILM NUMBER:		02683676

	BUSINESS ADDRESS:	
		STREET 1:		1166 AVENUE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			02109
		BUSINESS PHONE:		8002251581

	MAIL ADDRESS:	
		STREET 1:		1166 AVENUE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			02109

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MARLENNAN CORP
		DATE OF NAME CHANGE:	19760505
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-A12B/A
<SEQUENCE>1
<FILENAME>june12form8a.txt
<DESCRIPTION>FORM 8-A/A
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                   FORM 8-A/A

                                 Amendment No. 2

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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


                   Delaware                         36-2668272
            (State of incorporation)    (IRS Employer Identification No.)

                           1166 AVENUE OF THE AMERICAS
                          New York, New York 10036-2774
               (Address of principal executive offices) (Zip Code)

   If this form relates to the             If this form relates to the
   registration of a class of securities   registration of a class of securities
   pursuant to Section 12(b) of the        pursuant to Section 12(g) of the
   Exchange Act and is effective           Exchange Act and is effective
   pursuant to General Instruction         pursuant to General Instruction
   A.(c), please check the following       A.(d), please check the following
   box. [X]                                box. [  ]

Securities Act registration statement file number to which this form relates:
                                                              _______N/A______
                                                               (If applicable)
        Securities to be registered pursuant to Section 12(b) of the Act:

      Title of Each Class                      Name of Each Exchange on Which
      to be so Registered                      Each Class is to be Registered
 -----------------------------              ------------------------------------

 Preferred Share Purchase Rights                  New York Stock Exchange
                                                  Chicago Stock Exchange
                                                  Pacific Stock Exchange
                                                  London Stock Exchange


        Securities to be registered pursuant to Section 12(g) of the Act:

                                      NONE
                                (Title of Class)




<PAGE>



                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

         Item 1 to the Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on October 10, 1997 by Marsh & McLennan
Companies, Inc. (the "Company"), as amended by Amendment No. 1 to Registration
Statement on Form 8-A/A filed on January 27, 2000 (collectively, the
"Registration Statement"), is hereby amended and supplemented by adding the
following at the end thereof:

         On June 7, 2002, the Company and the Harris Trust Company of New York,
as Rights Agent (the "Rights Agent"), entered into an amendment (the "2002
Amendment") to the Amended and Restated Rights Agreement, dated as of January
20, 2000, between the Company and the Rights Agent (the "Rights Agreement"). The
2002 Amendment effected certain technical amendments necessary to reflect the
Company's previously announced 2-for-1 stock split, which is expected to occur
on June 28, 2002.

         Among other things, the 2002 Amendment amends the 2000 Rights Agreement
to (1) reduce the portion of a share of Series A Junior Participating Preferred
Stock (the "Preferred Shares") for which each preferred share purchase right
(each "Right") may become exercisable, under the terms set forth in the Rights
Agreement, from one three-hundredth of a Preferred Share to one six-hundredth of
a Preferred Share and (2) to reduce the exercise price for each Right from $400
to $200.

         The 2002 Amendment is attached hereto as Exhibit 2 and incorporated
herein by reference. The foregoing summary of the 2002 amendment is qualified in
its entirety by reference to the full text of such exhibit.


ITEM 2.      EXHIBITS

         Item 2 to the Registration Statement is hereby amended and supplemented
 by the addition of the following:

         2.     Amendment No. 1, dated as of June 7, 2002, to the Amended and
         Restated Rights Agreement, dated as of January 20, 2000, between
         Marsh & McLennan Companies, Inc. and the Harris Trust Company of
         New York, as Rights Agent.



<PAGE>



                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                                    MARSH & McLENNAN COMPANIES, INC.

Dated:  June 20, 2002               By:    /s/ William L. Rosoff
                                           -----------------------------------
                                    Name:  William L. Rosoff
                                    Title: Senior Vice President & General
                                           Counsel



<PAGE>





                                  EXHIBIT INDEX

Exhibit     Description

2.       Amendment No. 1, dated as of June 7, 2002, to the Amended and Restated
         Rights Agreement, dated as of January 20, 2000, between Marsh &
         McLennan Companies, Inc. and the Harris Trust Company of New York, as
         Rights Agent.





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>june12form8aex1.txt
<DESCRIPTION>AMENDMENT NO.1 TO RIGHTS AGREEMENT
<TEXT>
                                                                     Exhibit 2.1
                                                                     -----------


            AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT


         This amendment (the "Amendment"), dated as of June 7, 2002, by and
between Marsh & McLennan Companies, Inc., a Delaware corporation (the
"Company"), and Harris Trust Company of New York, as rights agent (the "Rights
Agent"), amends, pursuant to Section 27 thereof, that certain Amended and
Restated Rights Agreement, dated as of January 20, 2000 (the "Rights
Agreement"), between the Company and the Rights Agent.

                                    RECITALS

         WHEREAS, the Board of Directors of the Company has approved a 2-for-1
stock split in the form of a distribution of shares of Common Stock, par value
$1.00 per share, of the Company (the "Common Stock"), pursuant to which the
Company will issue on June 28, 2002 to each holder of record of Common Stock at
the close of business on June 7, 2002 one share of Common Stock for each share
held of record by such holder (the "Distribution"); and

         WHEREAS, in connection with the Distribution, the Company wishes to
make appropriate adjustments to the Rights Agreement; and

         WHEREAS, pursuant to resolutions of the Board of Directors dated May
16, 2002, the Board of Directors has duly authorized this Amendment in
connection with the Distribution, and all acts and things necessary to make this
Amendment a valid agreement, enforceable according to its terms, have been done
and performed, and the execution and delivery of this Amendment by the Company
and the Rights Agent have been in all respects duly authorized by the Company
and the Rights Agent;

         NOW, THEREFORE, the parties hereto agree to amend the Rights Agreement
as follows:

         1.    Each use of or reference to the term "one three-hundredth" or
"one three-hundredths" in the Rights Agreement, including Exhibits A and B
thereto, is hereby amended by replacing such term with "one six-hundredth" or
"one six-hundredths," respectively.

         2.    Section 7(b) is hereby amended by replacing "shall be $400.00 as
of January 20, 2000" with "shall be $200.00 as of June 7, 2002".

         3.    Section 11(d)(ii) is hereby amended by replacing each use of or
reference to "300" with "600".

         4.    Section 11(l) is hereby amended by replacing each use of or
reference to "two-hundredths" with "six-hundredths".

         5.    Exhibit A to the Rights Agreement is hereby amended by replacing
the reference to "$400.00" with "$200.00" and by replacing the reference to
"January 20, 2000" with "June 7, 2002".


<PAGE>


         6.    The first paragraph of Exhibit B to the Rights Agreement is
hereby amended by replacing the reference to "$400.00" with "$200.00".

         7.    The sixth paragraph of Exhibit B to the Rights Agreement is
hereby amended by replacing the reference to "$800" with "$400", replacing the
reference to "$100" with "$50", and replacing each reference of "$400" with
"$200".

         8.    For purposes of the Distribution, the provisions of this
Amendment shall apply in lieu of any adjustment, including to the number of
Rights, that would otherwise occur by virtue of Section 11(p) of the Rights
Agreement, and Section 11(p) of the Rights Agreement shall not apply to the
Distribution.

         9.    Terms not defined herein shall, unless the context otherwise
requires, have the meanings ascribed to them in the Rights Agreement.







         [The remainder of this page has been intentionally left blank]









                                      -2-

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
 to be duly executed as of the 7th day of June, 2002.




                                            MARSH & McLENNAN COMPANIES, INC.



                                            By: /s/ William L. Rosoff
                                               ------------------------------
                                               Name: William L. Rosoff
                                               Title: Senior Vice President &
                                                      General Counsel




                                            HARRIS TRUST COMPANY OF NEW YORK



                                            By: /s/ Martin J. McHale, Jr.
                                               ------------------------------
                                               Name: Martin J. McHale, Jr.
                                               Title:   President


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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