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 13, 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 13, 2004, Willis Group Holdings Limited issued a press release
         announcing the appointment of Gordon Bethune, chairman of the board and
         chief executive officer of Continental Airlines, to its Board of
         Directors. 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 13, 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 13, 2004






                                  EXHIBIT INDEX


Exhibit
Number      Title


99.1        Press Release dated May 13, 2004, of Willis Group Holdings Limited