SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

      Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (date of earliest event reported): December 4, 2003


                          WILLIS GROUP HOLDINGS LIMITED
             (Exact name of Registrant as specified in its charter)

            BERMUDA                    001-16503               98-0352587
 (Jurisdiction of incorporation   (Commission File Number)    (IRS Employer
        or organization)                                    Identification No.)


                               Ten Trinity Square
                            London EC3P 3AX, England
                    (Address of principal executive offices)

      Registrant's telephone number, including area code: +44 20 7488 8111

                                 Not Applicable
         (Former name or former address, if changed since last report.)





Item 9. Regulation FD Disclosure.

The following information and the information included in the press release
attached hereto as Exhibit 99, is disclosed pursuant to Item 12 - Results of
Operations and Financial Condition. It is being furnished under Item 9 of this
Form 8-K in accordance with interim guidance issued by the SEC in release No.
33-8216.

On December 4, 2003 Willis Group Holdings Limited issued a press release
announcing that it has completed negotiation of a $600 million credit agreement,
consisting of a $450 million 5-year term loan facility and a $150 million
revolving credit facility. A copy of this press release is attached hereto as
Exhibit 99 (information provided under Item 12 - Results of Operations and
Financial Condition).

The information in this Current Report on Form 8-K, including the exhibit, is
furnished pursuant to Item 12 of Form 8-K and shall not be deemed "filed" for
the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to liability under that Section. In addition, the information in this
Current Report on Form 8-K, including the exhibit, shall not be deemed to be
incorporated by reference into the filings of the Registrant under the
Securities Act of 1933.





                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                               WILLIS GROUP HOLDINGS LIMITED

                                               By: /s/ Mary E. Caiazzo
                                                   -----------------------------
                                                       Mary E. Caiazzo
                                                       Assistant General Counsel

Date:  December 4, 2003