February 21, 2007

Via U.S. Mail and Facsimile (011-44-207-488-8034)

Patrick Regan
Group Chief Financial Officer
Willis Group Holdings Limited
c/o Willis Group Limited
Ten Trinity Square, London EC3P 3AX, England

	Re:	Willis Group Holdings Limited
		Form 10-K for the Fiscal Year Ended December 31, 2005
		Filed March 2, 2006
		File No. 1-16503

Dear Mr. Regan:

      We have limited our review of the above filing to disclosure
relating to your contacts with countries that have been identified
as
state sponsors of terrorism, and we have the following comments.
Our
review with respect to this issue does not preclude further review
by
the Assistant Director group with respect to other issues.  At
this
juncture, we are asking you to provide us with supplemental
information, so that we may better understand your disclosure.
Please be as detailed as necessary in your response. After
reviewing
this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. The "Global Retail Network" section of your website lists an
office in Iran with a staff of 25.  That section of your website
also
states that your offices in Egypt "can also assist in Sudan... ."
Iran and Sudan are identified by the U.S. as state sponsors of
terrorism and are subject to U.S. economic sanctions and export
controls.  Your Form 10-K does not include any information on your
business in Iran or Sudan.  Please describe for us your past,
current, and any anticipated operations in, and other contacts
with,
Iran and Sudan, whether through direct or indirect arrangements.
In
your description, describe the insurance products and services
that
are provided into Iran and Sudan.  Your response should describe
any
agreements, commercial arrangements or other contacts with the
governments of Iran and Sudan or entities controlled by those
governments.
2. Please discuss the materiality of the activities and other
contacts described in response to the foregoing comment, and
whether
they constitute a material investment risk for your security
holders.
You should address materiality in quantitative terms, including
the
approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and any subsequent
period.  Please also address materiality in terms of qualitative
factors that a reasonable investor would deem important in making
an
investment decision, including the potential impact of corporate
activities upon a company`s reputation and share value.
For example, we note that Arizona and Louisiana have adopted
legislation requiring their state retirement systems to prepare
reports regarding state pension fund assets invested in, and/or
permitting divestment of state pension fund assets from, companies
that do business with countries identified as state sponsors of
terrorism.  The Missouri Investment Trust has established an
equity
fund for the investment of certain state-held monies that screens
out
stocks of companies that do business with U.S.-designated state
sponsors of terrorism.  The Pennsylvania legislature has adopted a
resolution directing its Legislative Budget and Finance Committee
to
report annually to the General Assembly regarding state funds
invested in companies that have ties to terrorist-sponsoring
countries.  California, Connecticut, Illinois, Maine, Oregon and
New
Jersey have adopted, and other states are considering, legislation
prohibiting the investment of certain state assets in, and/or
requiring the divestment of certain state assets from, companies
that
do business with Sudan.  Harvard University, Stanford University,
Yale University, the University of California, and other academic
institutions have adopted policies prohibiting investment in,
and/or
requiring divestment from, companies that do business with Sudan.
Your materiality analysis should address the potential impact of
the
investor sentiment evidenced by such actions directed toward
companies that have operations associated with Iran and Sudan.

Your qualitative materiality analysis also should address whether,
and the extent to which, the Iranian and Sudanese governments or
entities controlled by those governments have received cash or
acted
as intermediaries in connection with your operations.

* * * * *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please file
your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comments.  Please contact Pradip
Bhaumik,
Attorney-Advisor, at (202) 551-3333 if you have any questions
about
the comments or our review.  You may also contact me at (202) 551-
3470.

								Sincerely,



								Cecilia D. Blye, Chief
								Office of Global Security
Risk



cc: 	Jeffrey Riedler
		Assistant Director
	Division of Corporation Finance

Patrick Regan
Willis Group Holdings Limited
February 21, 2007
Page 1