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): June 9, 2009


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


                                     Bermuda
                 (State or Other Jurisdiction of Incorporation)

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


                            c/o Willis Group Limited
                                 51 Lime Street
- --------------------------------------------------------------------------------
                            London EC3M 7DQ, England
                    (Address of Principal Executive Offices)

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

                                 Not Applicable
- --------------------------------------------------------------------------------
          (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 8.01. Other Events.

     On June 9, 2009 (the "Settlement  Date"),  Willis Limited,  a subsidiary of
Willis Group Holdings Limited ("WGHL"), entered into a settlement agreement with
American Reliable  Insurance Company and Assurant General Insurance Limited (the
"Assurant  Subsidiaries").  The  settlement  agreement  relates to a  previously
disclosed action commenced by the Assurant Subsidiaries in September 2007 in the
English Commercial Court against Willis Limited in connection with the placement
of  personal  accident  reinsurance  in the excess of loss  market in London and
elsewhere.  Pursuant to the settlement  agreement,  Willis Limited has agreed to
pay a total of $139 million to the Assurant  Subsidiaries  in two  installments.
The  first  installment  of $60  million  will  be  paid  within  30 days of the
Settlement Date and the second installment of $79 million will be paid within 90
days of the Settlement  Date. Each party has also released and waived all claims
it may have  against any of the other  parties  arising out of or in  connection
with the subject matter of the litigation.  The settlement includes no admission
of wrongdoing  by any party.  The $139 million  required to fund the  settlement
agreement will be covered by our errors and omissions insurance.

     In the first quarter of 2009, WGHL recorded a reserve of $125 million and a
related insurance  recoverable of $125 million in connection with the claim. The
additional $14 million required reserve and corresponding  insurance recoverable
will be reflected in WGHL's financial  results for the fiscal quarter ended June
30, 2009.



                                   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: June 10, 2009.                    By:  /s/ Adam G. Ciongoli
                                             --------------------
                                        Name:  Adam G. Ciongoli
                                        Title: General Counsel