SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


          Date of Report (date of earliest event reported) May 7, 2004


                          WILLIS GROUP HOLDINGS LIMITED
               (Exact name of Registrant as specified in 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 5. Other Events

     On May 7, 2004, Willis Group Holdings Limited issued a press release
announcing the results from its Annual Meeting of Stockholders. The press
release is attached as Exhibit 99.1 hereto.


Item 7. Financial Statements and Exhibits

     (c)  The following document is filed as an exhibit to this report on Form
          8-K:

          99.1 Press Release dated May 7, 2004, of Willis Group Holdings Limited





                                   SIGNATURES

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


                                                   WILLIS GROUP HOLDINGS LIMITED

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





Dated:  May 7, 2004





                                  EXHIBIT INDEX


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

99.1            Press Release dated May 7, 2004 of Willis Group Holdings Limited