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 26, 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 26, 2004, Willis Group Holdings Limited issued a press release
     announcing the finalization of a buy-out of a 20% stake in Herzfeld & Levy,
     the Group's retail operation in Argentina. 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 26, 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 26, 2004



                                  EXHIBIT INDEX


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

99.1          Press Release dated May 26, 2004, of Willis Group Holdings Limited

EX-99.1

                                                                    Exhibit 99.1

            Willis Secures Majority Control of Argentina Operations

     NEW YORK--(BUSINESS WIRE)--May 26, 2004--Willis Group Holdings (NYSE:WSH),
the global insurance broker, today announces that it has finalized the buy-out
of a 20% stake in Herzfeld & Levy, the Group's retail operation in Argentina. On
completion of this transaction Willis will have a 60% holding in Herzfeld &
Levy.

     Willis anticipates acquiring the remaining 40% in 2010.

     Herzfeld & Levy is one of Argentina's leading insurance brokers.
Headquartered in Buenos Aires, its 160 employees serve a broad range of large
and mid-sized corporate clients.
     Joe Plumeri, Chairman and CEO of Willis, said, "A key element of our
strategy for our international business is, where possible, to secure majority
or full control of our operations in growing markets.
     "We are excited by our growth prospects in Argentina, which is emerging
from recent economic difficulties. Moreover, we have ambitious expansion plans
for Latin America as a whole and are confident we can achieve significant growth
in both Argentina and the wider Latin America region."
     Roberto Herzfeld, who will continue as Managing Director of Herzfeld &
Levy, said "Our relationship with Willis was developed through our shared values
and reputation for the highest levels of integrity in the market. My colleagues
and I are now delighted to become more closely integrated with Willis, the
world's most dynamic and best performing global broker of recent years. Willis'
glocal approach - global resources delivered locally through superb client
service - fits our own culture very well and we are excited by the expanded
opportunities available to us from this transaction."

     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 more
than 80 countries, its global team of 14,500 Associates serves clients in 180
countries. Willis is publicly traded on the New York Stock Exchange under the
symbol WSH. Additional information on Willis may be found on its web site:
www.willis.com.

    CONTACT: Willis Group Holdings Limited
             Investors:
             Kerry Calaiaro, 212-837-0880
             calaiaro_ke@willis.com
             or
             Media:
             Nick Jones, + 44 20 7488-8190
             jonesnr@willis.com
             or
             Dan Prince, 212-837-0806
             prince_da@willis.com