Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MARSH & McLENNAN COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-2668272
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1166 Avenue of the Americas
New York, New York 10036-2774
(Address of Principal Executive Offices)
MARSH & McLENNAN COMPANIES STOCK PURCHASE PLAN
FOR INTERNATIONAL EMPLOYEES
(Full title of the plan)
GREGORY F. VAN GUNDY, ESQ.
General Counsel and Secretary
MARSH & McLENNAN COMPANIES, INC.
1166 Avenue of the Americas
New York, New York 10036-2774
(212) 345-5000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
maximum Proposed
Title of offering maximum Amount
securities Amounts price aggregate of
to be to be per offering registration
registered registered share(1) price(1) fee
Common Stock,
$1.00 par value
per share,
together with
associated
Preferred
Stock Purchase
Rights . . . . . 500,000 $85.125 $42,562,500 $14,676.72
(1) Estimated for calculation of registration fee only, pursuant
to Rule 457, on the basis of the average of the high and low prices
at which securities of the same class were sold on October 9, 1995.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
There is incorporated herein by reference the information
contained in the Annual Report on Form 10-K of the registrant for
the fiscal year ended December 31, 1994, all other reports filed
and to be filed by the registrant pursuant to sections 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
subsequent to the end of the fiscal year ended December 31, 1994,
the Proxy Statement of the registrant distributed in connection
with the annual meeting of stockholders of the registrant held on
May 16, 1995, all other definitive proxy statements or information
statements filed or to be filed subsequent to the date hereof
pursuant to section 14 of the Exchange Act in connection with an
annual or special meeting of stockholders of the registrant and the
description of the common stock and associated preferred stock
purchase rights of the registrant contained in the registration
statements of the registrant filed under section 12 of the Exchange
Act including any amendment or report filed for the purpose of
updating such descriptions, all as filed with the Commission. All
information contained in any reports or documents filed by the
registrant pursuant to sections 13(a) and (c), 14 and 15(d) of the
Exchange Act after the effective date of this registration
statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and
to be a part hereof from the date of filing of each such document.
Item 4. Description of Securities
See "Incorporation of Documents by Reference."
Item 5. Interests of Named Experts and Counsel
The legality of the securities being offered under the Plan
has been passed upon by Gregory Van Gundy, General Counsel of the
registrant.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of
Delaware empowers a corporation, such as the registrant, to
indemnify its officers, directors, employees and agents for certain
of their acts. The Restated Certificate of Incorporation and
By-Laws of the registrant provide that the registrant shall
indemnify directors and officers of the registrant to the fullest
extent authorized by Delaware law and that the registrant may
advance expenses incurred by the director or officer in defending
a suit, provided that under certain conditions such advance must be
repaid. Certain compensation and benefit plans of the registrant
also contain similar indemnification language.
Section 102(b)(7) of the General Corporation Law of the State
of Delaware provides that a certificate of incorporation may
contain a provision eliminating or limiting the personal liability
of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that
such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. The Restated
Certificate of Incorporation of the registrant eliminates liability
of directors to the registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director to the full
extent permitted by this section.
The Restated Certificate of Incorporation also provides that
the registrant may maintain insurance to protect any director or
officer of registrant against any expense, liability or loss,
whether or not the registrant would have the power to indemnify
such person against such expense, liability or loss under the
General Corporation Law of the State of Delaware. The registrant
maintains insurance policies with respect to certain liabilities
incurred by its directors and officers acting in such capacities,
as well as fiduciary liability insurance which covers, among
others, those officers and directors of the registrant who are
"fiduciaries" with respect to the registrant's employee benefit
plans.
Item 7. Exemption from Registration Claimed
Inapplicable
Item 8. Exhibits
(4) The Marsh & McLennan Companies Stock Purchase Plan for
International Employees.
(5) Opinion of Gregory Van Gundy, Esq.
(23) Consent of Gregory Van Gundy is included in Exhibit 5.
(23) Consent of Deloitte & Touche LLP.
(24) Powers of Attorney
Item 9. Undertakings
Rule 415 Offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
Subsequent Exchange Act Documents.
The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of New York and State of New York on this 13th day of October,
1995.
MARSH & McLENNAN COMPANIES, INC.
By: /s/A.J.C. Smith
A.J.C. Smith
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities and on the date indicated.
Signatures Title Date
/s/A.J.C. Smith Chairman of the Board, October 13, 1995
A.J.C. SMITH Chief Executive
Officer and Director
/s/Frank J. Borelli Senior Vice President, October 13, 1995
FRANK J. BORELLI Chief Financial
Officer and Director
/s/Douglas C. Davis Vice President and October 13, 1995
DOUGLAS C. DAVIS Controller (Chief
Accounting Officer)
LEWIS W. BERNARD* Director October 13, 1995
LEWIS W. BERNARD
RICHARD H. BLUM* Director October 13, 1995
RICHARD H. BLUM
ROBERT CLEMENTS* Director October 13, 1995
ROBERT CLEMENTS
PETER COSTER* Director October 13, 1995
PETER COSTER
R.J. GROVES* Director October 13, 1995
R.J. GROVES
RICHARD E. HECKERT* Director October 13, 1995
RICHARD E. HECKERT
<PAGE>
Signatures Title Date
RICHARD S. HICKOK* Director October 13, 1995
RICHARD S. HICKOK
DAVID D. HOLBROOK* Director October 13, 1995
DAVID D. HOLBROOK
ROBERT M.G. HUSSON* Director October 13, 1995
ROBERT M.G. HUSSON
LAWRENCE J. LASSER* Director October 13, 1995
LAWRENCE J. LASSER
RICHARD M. MORROW* Director October 13, 1995
RICHARD M. MORROW
GEORGE PUTNAM* Director October 13, 1995
GEORGE PUTNAM
ADELE SMITH SIMMONS* Director October 13, 1995
ADELE SMITH SIMMONS
JOHN T. SINNOTT* Director October 13, 1995
JOHN T. SINNOTT
FRANK J. TASCO* Director October 13, 1995
FRANK J. TASCO
R.J. VENTRES* Director October 13, 1995
R.J. VENTRES
PHILIP L. WROUGHTON* Director October 13, 1995
PHILIP L. WROUGHTON
*Gregory F. Van Gundy, pursuant to Powers of Attorney executed
by each of the officers and directors listed above whose name is
marked by a (*), by signing his name hereto does hereby sign and
execute this registration statement of Marsh & McLennan Companies,
Inc. on behalf of each of such officers and directors in the
capacities in which the names of each appear above.
/s/Gregory F. Van Gundy
Gregory F. Van Gundy
October 13, 1995<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4 The Marsh & McLennan Companies
Stock Purchase Plan for
International Employees
5 Opinion of Gregory Van Gundy, Esq.
23 Consent of Gregory Van Gundy
included in Exhibit 5
23 Consent of Deloitte & Touche LLP
24 Powers of Attorney (incorporated
by reference to the registrant's
Annual Report on Form 10-K for the
year ended December 31, 1994)
MARSH & McLENNAN COMPANIES
STOCK PURCHASE PLAN
FOR INTERNATIONAL EMPLOYEES
1. Purpose. The purpose of the Plan is to provide
eligible employees in locations designated by the Plan
Administrator a convenient opportunity to purchase Stock
through annual offerings financed by regular employee
contributions.
2. Definitions. The following terms, when used in the
Plan, shall have the following meanings:
(a) "Base Compensation" -- Base Compensation shall be an
employee's base salary received during an offering period and shall
exclude any bonus, incentive or other similar extraordinary
remuneration received by such employee.
(b) "Board" -- The Board of Directors of MMC.
(c) "Code" -- The Internal Revenue Code of 1986, as
amended.
(d) "Company" -- MMC and its Subsidiaries.
(e) "Exchange Act" -- The Securities Exchange Act of
1934, as amended.
(f) "Fair Market Value" -- Fair Market Value of a share
of Stock on a given date shall be the average of the high and low
prices (in U.S. dollars) of the Stock on the New York Stock
Exchange, Inc. composite tape on such date, or if no sales of the
Stock were made on said Exchange on that date, the average of the
high and low prices of the Stock on the next preceding day on which
sales were made on said Exchange.
(g) "MMC" -- Marsh & McLennan Companies, Inc., a
Delaware corporation.
(h) "Plan" -- this Marsh & McLennan Companies Stock
Purchase Plan For International Employees.
(i) "Plan Administrator" -- the Senior Vice President -
Human Resources and Administration of MMC or such other person
designated, from time to time, by the Board.
(j) "Stock" -- Common stock, par value $1.00 per share,
of MMC.
(k) "Subsidiary" -- a corporation is a Subsidiary of MMC
if it meets the test of Section 424(f) of the Code and the
regulations promulgated thereunder.
3. Administration. The Plan shall be administered by
the Plan Administrator, who shall not be eligible to participate in
the Plan, and whose actions and determinations on matters related
to the Plan shall be conclusive. Subject to the express
provisions of the Plan, the powers of the Plan Administrator
include having the authority, in his discretion, to:
(a) define, prescribe, amend and rescind rules,
regulations, procedures, terms and conditions relating to the Plan,
including, but not limited to, developing the methodology for converting
the purchase price of the shares of Stock into the local currency
of the employee; and
(b) make all other determinations necessary or advisable
for administering the Plan, including, but not limited to,
interpreting the Plan, correcting defects, reconciling
inconsistencies and resolving ambiguities.
4. Stock Subject to the Plan. (a) The aggregate number
of shares of Stock which may be sold under the Plan shall not
exceed 500,000.
(b) If the number of shares of Stock that participating
employees become entitled to purchase is greater than the shares of
Stock offered in a particular offering period or remaining available,
the available shares of Stock shall be allocated by the Plan Administrator
among such participating employees in such manner as he deems fair and
equitable.
(c) In the event of any change in the Stock, through
recapitalization, merger, consolidation, stock dividend or split,
combination or exchanges of shares or otherwise, the Plan
Administrator may make such equitable adjustments in the Plan and
the then outstanding offerings as he deems necessary and
appropriate, including but not limited to changing the number of
shares of Stock reserved under the Plan, and the price of the
current offering.
(d) Shares of Stock which are to be delivered under the
Plan may be obtained by MMC from its treasury, by purchases on the
open market or from private sources, or by issuing authorized but
unissued shares of its Stock. Shares of authorized but unissued
Stock may not be delivered under the Plan if the purchase price
thereof is less than the par value of the Stock. Subject to the
provisions of Section 8(b) below, fractional shares of Stock may be
issued and sold under the Plan.
5. Eligibility. All employees designated by the Plan
Administrator of such Subsidiaries as shall be designated by MMC
shall be eligible to participate in the Plan, in accordance with
such rules as may be prescribed from time to time; provided,
however, that no employee who is subject to Section 16 of the
Exchange Act shall be permitted to participate in the Plan.
6. Offerings, Participation. MMC may make one or more
offerings of 12 months' duration each, to eligible employees to
purchase Stock under the Plan, and an eligible employee may
participate in such offering at such time(s) as determined by the
Plan Administrator by authorizing regular employee contributions
for such purpose in terms of whole number percentages up to a
maximum of twelve percent (12%) of his or her Base Compensation.
The Plan Administrator may at any time suspend an offering if
required by law or the best interests of the Company. MMC's
obligation to sell and deliver Stock under the Plan is subject to
the approval of any governmental authority required in connection
with the authorization, issuance or sale of such Stock.
7. Contributions. (a) The Company will maintain
accounts for participating employees and shall credit such accounts
with interest at such rate as the Plan Administrator may from time
to time determine. All funds received or held by the Company under
the Plan need not be segregated from other corporate funds and may
be used for any corporate purpose.
(b) Subject to rules, procedures and forms adopted by or
at the direction of the Plan Administrator, an employee may at any
time increase, decrease or suspend his or her contribution or may
withdraw the balance of his or her account and thereby withdraw
from participation in an offering.
(c) Any balance remaining in any employee's account at
the end of an offering period will be repaid to such employee.
(d) In the event of a participating employee's
retirement, death or termination of employment, his or her
participation in any offering under the Plan shall cease, no
further amounts shall be contributed pursuant to the Plan, and the
balance in the employee's account shall be paid to the employee,
or, in the event of the employee's death, as provided under the
terms and procedures of the Company-sponsored death benefit plan in
effect at the place of employee's employment.
8. Purchase, Limitations. (a) Within the limitations
of Section 8(d) below, each employee participating in any offering
under the Plan shall be granted an option, upon the effective date
of such offering, for as many shares of Stock as the amount of the
employee's cumulative contributions, plus interest, at the end of
the offering can purchase.
(b) As of the last day of the offering period, the
cumulative contributions, plus interest, of each participating
employee shall be totaled. Subject to the provisions of Section
7(b) above, if such amount is sufficient to purchase one or more
shares of Stock as of that date, the employee shall be deemed to
have exercised an option to purchase the largest number of shares
of Stock at the price determined under Section 8(c) below; such
employee's account shall be charged, on that date, for the amount
of the purchase, and for all purposes under the Plan the employee
shall be deemed to have acquired the shares of Stock on that date.
The registrar for MMC shall make an entry on its books and records
evidencing that such shares (including any partial share) have been
duly issued as of that date; provided, however, that an employee
may in the alternative elect in writing prior thereto to receive a
stock certificate representing the amount of such full shares
acquired (the value of any partial share to be returned to such
employee by check).
(c) On or before the effective date of each offering,
the Plan Administrator shall determine the purchase price in U.S.
dollars of the shares of Stock which are to be sold under the
offering or the formula for determining such price; provided,
however, that the price shall not be less than the lesser of (i) an
amount equal to 85 percent of the Fair Market Value of the Stock at
the time such option is granted, or (ii) an amount equal to 85
percent of the Fair Market Value of the Stock at the time such
option is exercised.
(d) No employee may be granted an option under the Plan
which permits him or her to purchase Stock under the Plan, and any
other stock purchase plan of MMC and its Subsidiaries, with a Fair
Market Value (determined at the effective date of the offering)
which exceeds $25,000 (or such amount as may be permitted from time
to time under Section 423(b)(8) of the Code) for each calendar year
in which the option is outstanding at any time. In addition, the
maximum number of shares which a participating employee may
purchase pursuant to any one offering period shall be the number of
shares determined by (i) multiplying the amount of the
participating employee's Base Compensation as of the pay period
immediately preceding the date he or she is first granted an option
pursuant to such offering period by the number of pay periods from
such date to the end of the offering period, and (ii) dividing that
product by the Fair Market Value of a share of Stock on such
date.
(e) None of the rights or privileges of a stockholder of
MMC, including without limitation rights to vote and receive
dividends, shall exist with respect to shares of Stock purchased
under the Plan until the date on which the shares of Stock are
deemed to be acquired pursuant to Section 8(b) above.
(f) (i) Notwithstanding anything in the Plan to the
contrary, in the event of a change in control of MMC, if the Plan
Administrator determines that the operation or administration of
the Plan could prevent participating employees from obtaining the
benefit of the timely exercise of their options under the Plan, the
Plan may be terminated in any manner deemed by the Plan
Administrator to provide equitable treatment to participating
employees. Equitable treatment may include, but is not limited to,
the payment to each participating employee of the amount of
contributions and interest standing to such participating
employee's account as of the date of the change in control, plus an
additional amount determined by (A) calculating the number of full
shares of stock that could have been purchased for the
participating employee immediately prior to the change in control
with such amount at the purchase price (determined under Section
8(c)) at the time the option is granted (the "Purchase Price") and
(B) multiplying that number of Shares by the difference between the
Purchase Price per Share and the highest price paid per share of
Stock in connection with the change in control of MMC.
(ii) For purposes of the Plan, a "change in
control" of MMC shall have occurred if:
(A) any "person", as such term is used in Sections
13(d) and 14(d) of the Exchange Act (other than MMC, any trustee or
other fiduciary holding securities under an employee benefit plan
of MMC or any corporation owned, directly or indirectly, by the
stockholders of MMC in substantially the same proportions as their
ownership of stock of MMC), is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of MMC representing 50% or more of the
combined voting power of MMC's then outstanding securities;
(B) during any period of two consecutive years,
individuals who at the beginning of such period constitute the
Board and any new director (other than a director designated by a
person who has entered into an agreement with MMC to effect a
transaction described in clause (A), (C) or (D) of this Section)
whose election by the Board or nomination for election by MMC's
stockholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to
constitute at least a majority thereof;
(C) the stockholders of MMC approve a merger or
consolidation of MMC with any other corporation, other than (a) a
merger or consolidation which would result in the voting securities
of MMC outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than 50% of
the combined voting power of the voting securities of MMC or such
surviving entity or any parent of MMC or such surviving entity
outstanding immediately after such merger or consolidation or (b)
a merger or consolidation effected to implement a recapitalization
of MMC (or similar transaction) in which no "person" (as
hereinabove defined) acquired more than 50% of the combined voting
power of MMC's then outstanding securities; or
(D) the stockholders of MMC approve a plan of
complete liquidation of MMC or an agreement for the sale or
disposition by MMC of all or substantially all of MMC's assets (or
any transaction having a similar effect).
<PAGE>
9. No Transfer. (a) No option, right or benefit under
the Plan may be transferred by a participating employee other than
by will or the laws of descent and distribution, and all options,
rights and benefits under the Plan may be exercised during the
participating employee's lifetime only by such employee.
(b) Book entry accounts, or certificates for Stock
purchased under the Plan may be maintained, or registered, as the
case may be, only in the name of the participating employee, or, if
such employee so indicates on an appropriate form provided by MMC,
in his or her name jointly with a member of his or her family, with
right of survivorship. An employee who is a resident of a
jurisdiction which does not recognize such a joint tenancy
may have such account maintained, or such certificates registered,
in the employee's name as tenant in common with a member of the
employee's family, without right of survivorship.
10. Effective Date of the Plan. The Plan shall become
effective upon itsapproval by the Board.
11. Amendment and Termination. Subject to the
provisions of Section 4(b) above, the Plan shall terminate
coincident with the completion of any offering under which
the limitation on the total number of shares in Section 4(a) above
has been reached. The Board may at any time terminate the Plan, or
make such amendment of the Plan as it may deem advisable.
12. Governing Law. The Plan shall be interpreted,
construed and administered in accordance with the laws of the State
of Delaware, without giving effect to principles of conflict of
laws.
October 13, 1995
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036-2774
Re: Registration Statement on Form S-8
Gentlemen:
As General Counsel of Marsh & McLennan Companies, Inc., a
Delaware corporation (the "Corporation"), I am familiar with the
preparation and filing of a registration statement on Form S-8
(the "registration statement") to register under the Securities
Act of 1933, as amended, 500,000 shares of the Common Stock of
the Corporation, $1.00 par value per share (the "Common Stock"),
issuable pursuant to the Corporation's Stock Purchase Plan for
International Employees (the "Plan").
As a basis for the opinion herein set forth, I have examined
original, photostatic or certified copies of such records of the
Corporation and such communications of officers and
representatives of the Corporation and such other documents and
certificates as I have deemed relevant and necessary. In such
examination I have assumed the genuineness of all signatures and
the authenticity of all documents submitted to me as originals
and the conformity to authentic originals of all documents
submitted to me as certified or photostatic copies. As to
various questions of fact material to such opinion, I have relied
upon certificates of officers of the Corporation.
Based upon the foregoing, I am of the opinion that the shares of
Common Stock to be issued by the Corporation will be, when issued
pursuant to the Plan, legally issued, fully paid and
nonassessable.
I consent to being named in the aforesaid registration statement
under the item captioned "Interests of Named Experts and Counsel"
as counsel who is passing on the legality of the issuance of the
Common Stock and to your filing copies of this letter as an
Exhibit to such registration statement.
Very truly yours,
/s/Gregory Van Gundy
Gregory Van Gundy
GVG/cb
INDEPENDENT AUDITORS' CONSENT
Marsh & McLennan Companies, Inc.:
We consent to the incorporation by reference in this
Registration Statement of Marsh & McLennan Companies, Inc. on Form
S-8 of our reports dated February 28, 1995 appearing in and
incorporated by reference in the Annual Report on Form 10-K of
Marsh & McLennan Companies, Inc. for the year ended December 31,
1994.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York
October 13, 1995
