EXHIBIT 23.1


                         CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in this Annual Report on Form
10-K of Arthur J. Gallagher & Co. (Gallagher) of our report dated January 29,
2003, included in Gallagher's 2002 Annual Report to Stockholders.

     Our audits also included the consolidated financial statement schedule of
Gallagher listed in Item 15(a)(2). This schedule is the responsibility of
Gallagher's management. Our responsibility is to express an opinion based on our
audits. In our opinion, the consolidated financial statement schedule referred
to above, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.

     We consent to the incorporation by reference in the Registration Statements
(Form S-8, No. 33-604 and Form S-8, No. 33-14625) pertaining to the Arthur J.
Gallagher & Co. Incentive and United Kingdom Incentive Plans, in the
Registration Statements (Form S-8, No. 33-24251, Form S-8, No. 33-38031 and Form
S-8, No. 333-57155) pertaining to the Arthur J. Gallagher & Co. 1988 Incentive
and 1988 Nonqualified Stock Option Plans, in the Registration Statement (Form
S-8, No. 33-30816) pertaining to the Arthur J. Gallagher & Co. Non-Employee
Directors' Stock Option Plan, in the Registration Statements (Form S-8, No.
33-64614 and Form S-8, No. 33-80648) pertaining to the Arthur J. Gallagher & Co.
1988 Incentive, 1988 Nonqualified, and Non-Employee Directors' Stock Option
Plans, in the Registration Statements (Form S-8, No. 333-06359, Form S-8, No.
333-40000 and Form S-8, No. 333-87320) pertaining to the Arthur J. Gallagher &
Co. 1988 Nonqualified and Non-Employee Directors' Stock Option Plans, in the
Registration Statement (Form S-8, No. 333-62930) pertaining to the Arthur J.
Gallagher & Co. 1988 Nonqualified and Non-Employee Directors' Stock Option Plans
and the Gallagher Healthcare Insurance Services, Inc. 2001 Nonqualified Stock
Option Plan, in the Registration Statements (Form S-4, No. 333-75197, Form S-3,
No. 333-84139 and Form S-4, No. 333-55254), and in the related Prospectuses, of
our report dated January 29, 2003 with respect to the consolidated financial
statements of Gallagher incorporated by reference herein, and our report
included in the preceding paragraph with respect to the consolidated financial
statement schedule included in this Annual Report on Form 10-K for the year
ended December 31, 2002.

                                                     /S/    ERNST & YOUNG LLP
                                                     ---------------------------
                                                            Ernst & Young LLP


Chicago, Illinois
March 24, 2003