April 24, 2007

Via U.S. Mail and Facsimile (011-44-207-488-8034)

Patrick Regan
Group Chief Financial Officer
Willis Group Holdings Limited
c/o Willis Group Limited
Ten Trinity Square, London EC3P 3AX, England

	Re:	Willis Group Holdings Limited
		Form 10-K for the Fiscal Year Ended December 31, 2005
		Filed March 2, 2006
		File No. 1-16503

Dear Mr. Regan:

      We have reviewed your response letter dated March 28, 2007
and
have the following comments.  We welcome any questions you may
have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

General

1. You state in your response to our prior comments that your non-
US
subsidiaries are commencing an orderly termination of all business
comprising the provision of services for the Iranian or Sudanese
governments or Iranian or Sudanese-owned business entities.
Please
advise us of the anticipated timeframe for termination of such
business.  Additionally, please confirm if true that the business
being terminated includes all such business conducted without a
written agreement.

2. You refer in your response to the possibility that some of your
other clients may occasionally conduct activities in Iran or
Sudan.
Please describe for us the types of business conducted by the
clients
you anticipate may conduct activities in those countries, and the
services you provide to those clients.

3. It appears from your response that since 2003 you have provided
services to no business entities conducting business in Iran other
than the Iranian private and government-owned entities to which
you
refer.  It further appears that since 2003 you have provided
services
to no business entities conducting business in Sudan other than
the
Sudanese private and government-owned entities to which you refer,
with the exception of one international client`s branch in Sudan.
Please confirm.  Please describe for us the business conducted by
that international client`s branch in Sudan, and the nature of the
services you provide to that client and its branch in Sudan.

* * * * *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please file
your
response letter on EDGAR.

      Please understand that we may have additional comments after
we
review your response to our comments.  Please contact Pradip
Bhaumik,
Attorney-Advisor, at (202) 551-3333 if you have any questions
about
the comments or our review.  You may also contact me at (202) 551-
3470.

								Sincerely,



								Cecilia D. Blye, Chief
								Office of Global Security
Risk



cc: 	Jeffrey Riedler
		Assistant Director
	Division of Corporation Finance


Patrick Regan
Willis Group Holdings Ltd.
April 24, 2007
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