SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FISHER JAMES R

(Last)

(First)

(Middle)

C/O WILLIS GROUP HOLDINGS LIMITED

TEN TRINITY SQUARE

(Street)

LONDON

EC3P 3AX

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WILLIS GROUP HOLDINGS LTD [ WSH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/16/2005		X		56,697	A	$3.48	92,366⁽¹⁾	I	See Footnote 1⁽¹⁾
Common Stock	11/16/2005		S⁽²⁾		45,507	D	$36	46,859⁽¹⁾	I	See Footnote 1⁽¹⁾
Common Stock	11/16/2005		S⁽³⁾		11,190	D	$36	35,669⁽¹⁾	I	See Footnote 1⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$3.48	11/16/2005		X			56,697	01/27/1999	01/27/2014	Common Stock	56,697	$3.48	0	I	See Footnote 4⁽⁴⁾
Phantom Units	⁽⁵⁾	11/17/2005		A		40⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	40	$36.916	6,909.68	D
Phantom Units	⁽⁵⁾	11/17/2005		A		506.79⁽⁵⁾⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	506.79	$36.997	7,416.47	D

Explanation of Responses:

1. These shares of common stock were acquired by Fisher Capital Corp. LLC through the exercise of options to purchase common stock as described on Table II of this form. Mr. Fisher, as the managing member and majority owner of Fisher Capital Corp. LLC, may be deemed to share ownership of any shares owned by Fisher Capital Corp. LLC but disclaims such beneficial ownership. Mr. Fisher has an interest in 7,169 of our shares as an investor through KKR Partners (International), Limited Partnership. Mr. Fisher may be deemed to share beneficial ownership of any shares beneficially owned by KKR Partners (International), Limited Partnership but disclaims such beneficial ownership. Mr. Fisher also directly owns 28,500 shares of common stock.

2. These shares of common stock were sold in an underwritten public offering.

3. These shares of common stock were sold in a private transaction pursuant to a repurchase agreement.

4. The reported exercised options of common stock are owned directly by Fisher Capital Corp. LLC and indirectly by James R. Fisher, the managing member of Fisher Capital Corp. LLC.

5. These phantom units were issued under the Willis Group Holdings Limited Non-Employee Directors Deferred Compensation Plan, and become payable, in common stock, at the election of the reporting person following his termination of service as a director.

	William P Bowden Jr., as attorney-in-fact for James R Fisher	11/18/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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