8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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) May 7, 2004


                          WILLIS GROUP HOLDINGS LIMITED
               (Exact name of Registrant as specified in Charter)

          BERMUDA                         001-16503              98-0352587
(Jurisdiction of incorporation        (Commission File         (IRS Employer
     or organization)                      Number)           Identification No.)


                               Ten Trinity Square
                            London EC3P 3AX, England
                    (Address of principal executive offices)

      Registrant's telephone number, including area code: +44 20 7488 8111

                                 Not Applicable
         (Former name or former address, if changed since last report.)





Item 5. Other Events

     On May 7, 2004, Willis Group Holdings Limited issued a press release
announcing the results from its Annual Meeting of Stockholders. The press
release is attached as Exhibit 99.1 hereto.


Item 7. Financial Statements and Exhibits

     (c)  The following document is filed as an exhibit to this report on Form
          8-K:

          99.1 Press Release dated May 7, 2004, of Willis Group Holdings Limited





                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.


                                                   WILLIS GROUP HOLDINGS LIMITED

                                                   By: /s/ Mary E. Caiazzo
                                                      --------------------------
                                                       Mary E. Caiazzo
                                                       Assistant General Counsel





Dated:  May 7, 2004





                                  EXHIBIT INDEX


Exhibit
Number          Title
- -------         -----

99.1            Press Release dated May 7, 2004 of Willis Group Holdings Limited

EX-99

                                                                    Exhibit 99.1

  Willis Group Holdings Announces Results from Annual Meeting Of Stockholders

     NEW YORK--(BUSINESS WIRE)--May 7, 2004--Joe Plumeri, Chairman and Chief
Executive Officer of Willis Group Holdings Limited (NYSE: WSH), the global
insurance broker, outlined the corporation's progress through 2003 and reflected
on first quarter 2004 results at the company's Annual Meeting of Shareholders
which was held on May 7, 2004 in New York City.
     "2003 was another great year for Willis - for our shareholders, our clients
and our Associates around the world," said Mr. Plumeri. "The positive momentum
we established in 2001 and 2002 gathered pace last year, with record operating
results, a strengthened balance sheet, a rising share price and the introduction
of a range of initiatives and programs to support our continued growth and
development. Working together under one flag, we have produced great results as
we begin to realize some of the Group's tremendous potential. We will continue
our mission to be the world's best broker, armed with a unified vision and
purpose to build a great sales and service culture for success in all market
environments."
     Concurrent with the annual meeting, the Board of Directors declared a
quarterly cash dividend of $0.1875 per common share on the Company's common
stock, payable on July 13, 2004 to shareholders of record on June 30, 2004.

     At the meeting, shareholders:

        re-appointed Deloitte & Touche as auditors until the close of
        the next Annual General Meeting of Shareholders and authorized
        the Audit Committee on behalf the Board of Directors to fix
        the auditors remuneration, and

        elected all Directors until the close of the next Annual
        General Meeting of Shareholders

     Willis Group Holdings Limited is a leading global insurance broker,
developing and delivering professional insurance, reinsurance, risk management,
financial and human resource consulting and actuarial services to corporations,
public entities and institutions around the world. With over 300 offices in some
80 countries, its global team of 14,500 Associates serves clients in some 180
countries. Additional information on Willis may be found on its web site
www.willis.com.

    CONTACT: Willis Group Holdings Limited
             (Investors)
             Kerry K. Calaiaro, 212/837-0880
             calaiaroke@willis.com
             or (Media)
             Nicholas Jones, + 44 20 7488-8190
             jonesnr@willis.com
             or Dan Prince, 212/837-0806
             princeda@willis.com