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): April 28, 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 April 28, 2004 announcing
                                   earnings for the first quarter of 2004.

Item 12. Results of Operations and Financial Condition


On April 28, 2004 Willis Group Holdings Limited issued a press release
announcing its unaudited financial results for the first quarter of 2004. 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:  April 28, 2004





                                  EXHIBIT INDEX


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

99          Press release dated April 28, 2004 announcing earnings for the first
            quarter of 2004.