UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 8-K/A

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


        Date of report (Date of earliest event reported): January 5, 2007

                          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.)

                            c/o Willis Group Limited
                               Ten Trinity Square
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                            London EC3P 3AX, England
                    (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 1.01         Amendment of a Material Definitive Agreement

         On December 14, 2006, the Willis Group Holdings Limited Board
         Compensation Committee amended the terms of share option agreements
         entered into on March 19, 2004 and June 20, 2006 between Willis Group
         Holdings Limited and Thomas Colraine, Vice Chairman and Co-Chief
         Operating Officer until December 31, 2006 (the "agreements").

         Mr Colraine was granted on March 19, 2004 an option to purchase 75,000
         Willis shares at $38.06 and on June 20, 2006 an option to purchase
         250,000 Willis shares at $32.78 per share. In both cases the option
         price was the closing price of the Company's shares quoted on the New
         York Stock Exchange on the dates of grant. Provided employment is
         maintained, the option granted on March 19, 2004 vests in five equal
         tranches on January 1, 2005 and annually thereafter, and remains
         exercisable until the tenth anniversary of grant. Similarly, the option
         granted on June 20, 2006 vests in equal tranches on the second to fifth
         anniversaries of the date of grant and remains exercisable until the
         eighth anniversary of the date of grant.

         As previously reported on Form 8-K dated December 5, 2006, Mr Colraine
         will cease to be Vice Chairman and Co-Chief Operating Officer on
         December 31, 2006, and will cease to be an employee with effect from
         December 31, 2007.

         Under the original terms of the agreements, Mr Colraine would be
         entitled to purchase 45,000 shares at $38.06 within 30 days of his
         ceasing to be an employee.

         In recognition of Mr Colraine's service to the Company, the Board
         Compensation Committee has amended the agreements so that, on his
         ceasing to be an employee, Mr Colraine will be entitled to purchase
         60,000 shares at $38.06 and 62,500 shares at $32.78, at any time until
         the options cease to be exercisable on the tenth and eighth anniversary
         of grant, respectively.




         This amended Form 8-K replaces the Form 8-K dated December 20, 2006.
         The amendments correct the numbers of shares that may be exercised, as
         indicated above.






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: January 5, 2007.               By: /s/ Eric R Dinallo
                                         --------------------------------------
                                     Name:  Eric R Dinallo
                                     Title: Group General Counsel