UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): October 27, 2004

                          Willis Group Holdings Limited
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             (Exact Name of Registrant as Specified in Its Charter)


                                     Bermuda
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                 (State or Other Jurisdiction of Incorporation)


           001-16503                                      98-0352587
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    (Commission File Number)                   (IRS Employer Identification No.)


                               Ten Trinity Square
                            London EC3P 3AX, England
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                    (Address of Principal Executive Offices)


                               (44) (20) 7488-8111
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              (Registrant's Telephone Number, Including Area Code)


                                 Not Applicable
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          (Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))





Item 2.02.   Results of Operations and Financial Condition.

     On October 27, 2004, Willis Group Holdings Limited ("WGHL") issued a press
release (the "Press Release") reporting results for the quarter and nine months
ended September 30, 2004 and announcing the approval of a regular quarterly cash
dividend on the Company's common stock. A copy of the Press Release is attached
as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by
reference.


Item 9.01.   Financial Statements and Exhibits.

       (c)   Exhibits.

             99.1    Press Release of WGHL dated October 27, 2004.






                                   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


Date: October 28, 2004                       By: /s/ Mary E. Caiazzo
                                                 -------------------
                                             Name:   Mary E. Caiazzo
                                             Title:  Assistant General Counsel







                                  EXHIBIT INDEX


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

     99.1                          Press Release of WGHL dated October 27, 2004.