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        DAVIS POLK & WARDWELL

        1300 I STREET, N.W.

WASHINGTON, D.C. 20005

        1600 EL CAMINO REAL

MENLO PARK, CA 94025

        450 LEXINGTON AVENUE

      NEW YORK, N.Y. 10017

      212 450 4000

FAX 212 450 3800

               MESSETURM

60308 FRANKFURT AM MAIN

        MARQUÉS DE LA ENSENADA, 2

28004 MADRID

        99 GRESHAM STREET

LONDON EC2V 7NG

        1-6-1 ROPPONGI

          MINATO-KU, TOKYO 106-6033

      15, AVENUE MATIGNON

75008 PARIS

        3A CHATER ROAD

          HONG KONG

June 17, 2005

Abby Adams

Special Counsel

Office of Mergers and Acquisitions

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington D.C. 20549

Re:

Marsh & McLennan Companies, Inc. (the “Company”)

Schedule TO-I

Filed June 9, 2005

Dear Ms. Adams:

     This letter responds to the comment of the
    Staff (the “Staff”)
    of the Securities and Exchange Commission (the “Commission”)
    contained in your letter dated June 10, 2005 (the “Comment
    Letter”). In conjunction with this letter, the Company
    is filing via EDGAR Amendment No. 2 (the “Amendment No.
    2”) to the above-referenced Schedule TO-I (the “Schedule
TO”).

      Set forth below is the Staff’s comment
    and the Company’s response to the comment. Unless otherwise defined herein, terms are used herein
    as defined in the Schedule TO.

     1.
     We reissue comment 6. The summary financial
          information must be disseminated to security holders. Please see Instruction 6 to Item 10 of
          Schedule TO. You should disseminate the information in the same manner you disseminated the
          original offer. See Section II.C of Exchange Act Release No. 43069 (July 31, 2000).

        In response
    to the Staff’s
    comment, the Company has advised us that the revised offer to exchange, including
    the summary financial information added pursuant to prior comment 6, will
    be disseminated to security holders in the same manner as the original offer
    was disseminated. The relevant communications are being filed as exhibits
    to Amendment No. 2.

 *       *       *

      We appreciate your assistance in this matter.
    Please do not hesitate to call me at 212-450-4674 or Justin Powell at 212-450-4369, or Leon J. Lichter
    of the Company at 212-345-6846, with any questions you may have with respect to the foregoing.

Very truly yours,

/s/ Richard D. Truesdell, Jr.

Richard D. Truesdell, Jr.

cc w/o encl.:

Leon J. Lichter

Tiffany Yonker

          Marsh & McLennan Companies, Inc.

Kyoko Takahashi Lin

Justin Powell

          Davis Polk & Wardwell

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