DAVIS POLK & WARDWELL | ||
| 1300 I STREET, N.W. WASHINGTON, D.C. 20005 1600 EL CAMINO REAL MENLO PARK, CA 94025 | 450 LEXINGTON AVENUE | MESSETURM 60308 FRANKFURT AM MAIN MARQUÉS DE LA ENSENADA, 2 28004 MADRID |
| 99 GRESHAM STREET LONDON EC2V 7NG | 1-6-1 ROPPONGI | |
| 15, AVENUE MATIGNON 75008 PARIS | 3A CHATER ROAD | |
| 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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