Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0362
Expires: January 31, 2005
Estimated average burden hours per response... 1.0

1. Name and Address of Reporting Person *
Zaffino Salvatore D
 2. Issuer Name and Ticker or Trading Symbol
MARSH & MCLENNAN COMPANIES, INC. [MMC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO,Guy Carpenter
(Last)
(First)
(Middle)

GUY CARPENTER & COMPANY, INC., ONE MADISON AVENUE		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005
(Street)


NEW YORK, NY 10010		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to buy) $ 27.86 07/01/2005   A4 22,858 (1)     (2) 03/16/2014 Common Stock
22,858
(3) 22,858
D
 
Stock Options (Right to buy) $ 27.86 07/01/2005   A4 11,112 (4)   07/01/2007 03/15/2010 Common Stock
11,112
(3) 11,112
D
 
Stock Options (Right to buy) $ 27.86 07/01/2005   A4 27,778 (5)   07/01/2007 03/20/2012 Common Stock
27,778
(3) 27,778
D
 
Stock Options (Right to buy) $ 27.86 07/01/2005   A4 55,000 (6)   07/01/2007 03/19/2013 Common Stock
55,000
(3) 55,000
D
 
Stock Options (Right to buy) $ 27.86 07/01/2005   A4 25,926 (7)   07/01/2007 03/14/2011 Common Stock
25,926
(3) 25,926
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zaffino Salvatore D
GUY CARPENTER & COMPANY, INC.
ONE MADISON AVENUE
NEW YORK, NY 10010		       Chairman and CEO,Guy Carpenter  

Signatures

Leon J. Lichter, Attorney-in-fact 02/14/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On July 1, 2005, the issuer canceled, pursuant to the issuer's option exchange program, options granted to the reporting person on 3/17/2004 to purchase 48,000 shares of MMC stock with an exercise price of $46.14. In exchange, the reporting person received the option reported herein.
(7) On July 1, 2005, the issuer canceled, pursuant to the issuer's option exchange program, options granted to the reporting person on 3/15/2001 to purchase 70,000 shares of MMC stock with an exercise price of $46.10. In exchange, the reporting person received the option reported herein.
(2) 17,143.5 of these options vested will vest on July 1, 2007. The remaining 5,714.5 options will vest on March 17, 2008.
(6) On July 1, 2005, the issuer canceled, pursuant to the issuer's option exchange program, options granted to the reporting person on 3/20/2003 to purchase 110,000 shares of MMC stock with an exercise price of $42.99. In exchange, the reporting person received the option reported herein.
(4) On July 1, 2005, the issuer canceled, pursuant to the issuer's option exchange program, options granted to the reporting person on 3/16/2000 to purchase 30,000 shares of MMC stock with an exercise price of $43.625. In exchange, the reporting person received the option reported herein.
(5) On July 1, 2005, the issuer canceled, pursuant to the issuer's option exchange program, options granted to the reporting person on 3/21/2002 to purchase 100,000 shares of MMC stock with an exercise price of $56.00. In exchange, the reporting person received the option reported herein.
(3) Not Applicable

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.