SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C. 20549


                                        AMENDMENT NO. 1
                                           FORM 8-K

                                        CURRENT REPORT
                            Pursuant to Section 13 or 15(d) of the
                                Securities Exchange Act of 1934


Date of report (Date of earliest event reported)      October 28, 2004

                               Marsh & McLennan Companies, Inc.
                      (Exact Name of Registrant as Specified in Charter)

           Delaware                         1-5998                         36-2668272
------------------------------- ----------------------------- ---------------------------------
 (State or Other Jurisdiction      (Commission File Number)              (IRS Employer
      of Incorporation)                                                Identification No.)

     1166 Avenue of the Americas, New York, NY                               10036
    (Address of Principal Executive Offices)                               (Zip Code)

Registrant's telephone number, including area code    (212) 345-5000

      Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
    (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
    (17 CFR 240.13e-4(c))

                 Section 1--Registrant's Business and Operations

Item 1.01.  Entry into a Material Definitive Agreement.

      As reported in a Current Report on Form 8-K of Marsh & McLennan Companies,
Inc. ("MMC"), dated, and filed on, Monday, October 25, 2004, MMC named Michael
G. Cherkasky as its new president, chief executive officer and a director. Mr.
Cherkasky has an employment agreement with Marsh USA Inc., a subsidiary of Marsh
Inc., effective as of July 7, 2004 (the "Agreement"). The Agreement has a
four-year term, subject to renewal upon agreement of the parties and subject to
earlier termination of employment for any reason. Under the Agreement, Mr.
Cherkasky is entitled to an annual base salary of at least $750,000, and is
eligible for a target annual bonus equal to 100% to 160% (minimum 160% for 2004
and 2005) of annual base salary. Mr. Cherkasky is also eligible to participate
in MMC's long-term equity incentive compensation plans. The Agreement provided
for a cash bonus on the effective date of MMC's acquisition of Kroll Inc. in
July 2004 (the "merger") of $6,390,000 in exchange for Mr. Cherkasky's release
of claims under his previous employment agreement with Kroll and his continued
employment with Kroll through the completion of the merger, and a retention
award of $3,000,000 in MMC stock, with a vesting period of four years. If Mr.
Cherkasky's employment is terminated other than for cause (as defined in the
Agreement) or if he resigns for "good reason" (as defined in the Agreement), Mr.
Cherkasky's retention stock award would immediately vest and he would be
entitled to receive previously earned base salary and bonus, plus an amount
equal to annual base salary. Under the Agreement, if his employment ends prior
to the end of the four-year employment period for any reason and, in certain
circumstances, if his employment ends following the end of the four-year period,
Mr. Cherkasky would be subject to certain non-competition and non-solicitation

                 Section 5--Corporate Governance and Management

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

      (c) See Item 1.01 above for a description of an employment agreement
between Marsh USA Inc., an indirect subsidiary of MMC, and the new president and
chief executive officer of MMC. This shall serve to amend Item 5.02 of the
Current Report on Form 8-K of MMC dated, and filed on, October 25, 2004.


                  Section 9--Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

      (c)  Exhibits

     10.1.  Employment Agreement, dated as of July 7, 2004, among Marsh USA
            Inc., Kroll Inc. and Michael G. Cherkasky.



      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        MARSH & McLENNAN COMPANIES, INC.

                                        By: /s/ Bart Schwartz
                                            Name:  Bart Schwartz
                                            Title: Deputy General Counsel
                                                    & Corporate Secretary

Date: October 28, 2004