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): February 4, 2004


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

         BERMUDA                       001-16503              98-0352587
(Jurisdiction of incorporation      (Commission File         (IRS Employer
      or organization)                   Number)           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 7. Financial Statements Financial Information and Exhibits.

(c) Exhibits.

         Exhibit No.         Exhibit Description
         ----------          -------------------

         99                  Press release dated February 4, 2004 announcing
                             earnings for the fourth quarter of 2003.

Item 12. Results of Operations and Financial Condition


On February 4, 2004 Willis Group Holdings Limited issued a press release
announcing its unaudited financial results for the fourth quarter of 2003. A
copy of this press release is attached hereto as Exhibit 99 and is incorporated
herein by reference.







                                   SIGNATURES

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

                                       WILLIS GROUP HOLDINGS LIMITED

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

Date:  February 4, 2004







                                  EXHIBIT INDEX


Exhibit
Number            Title
- ------            -----


99              Press release dated February 4, 2004 announcing earnings for the
                fourth quarter of 2003.