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): October 4, 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 8.01       Other Events

     On October 4, 2004, Willis Group Holdings Limited issued a press release
     announcing that it has completed the acquisition of CH Jeffries
     (Insurance Brokers) Limited, a North West England-based insurance
     broker with annual revenues of approximately (pound)2.5 million ($4.5
     million). The press release is attached as Exhibit 99.1 hereto.

Item 9.01         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 October 4, 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:  October 4, 2004



                                  EXHIBIT INDEX


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


99.1       Press Release dated October 4, 2004, of Willis Group Holdings Limited

EX-99.1

                                                                    Exhibit 99.1


Willis to Acquire North West England Broker

    LONDON & NEW YORK--(BUSINESS WIRE)--Oct. 4, 2004--Willis Group
Holdings (NYSE:WSH), the global insurance broker, today announces that
it has completed the acquisition of CH Jeffries (Insurance Brokers)
Limited, a North West England-based insurance broker with annual
revenues of approximately GBP 2.5 million ($4.5 million). The
transaction, whose terms are not disclosed, is effective from October
1, 2004.
    Founded in 1964, Jeffries has been owned and led by Brent Connell
since 1973. It has offices in Cockermouth and Carlisle, Cumbria and
around 70 employees.
    Jeffries has been a member of the Willis Commercial Network since
1999. The Network is a partnership between Willis and over 60 regional
brokers throughout the UK, in which the brokers retain their
independence while being able to access the global resources of Willis
on preferential terms for their clients' benefit.
    Welcoming Brent Connell and his colleagues to Willis, Allan
Gribben, Chief Executive of Willis UK & Ireland, said: "Through the
Willis Commercial Network we have come to know the Jeffries team well.
We are impressed by their professionalism, the care they show their
clients - many of whom have been with Jeffries for many years - and
their teamwork approach.
    "Last week Willis announced that it had acquired a majority stake
in Coyle Hamilton, Ireland's largest privately owned insurance broker.
The addition of Jeffries further strengthens our portfolio and we look
forward to its contributions."
    Brent Connell said: "My colleagues and I have been very pleased to
be part of the Willis Commercial Network and this transaction is a
natural development of that successful relationship. Willis' approach
of drawing on its global resources to deliver the right solution
locally to the client fits our own approach perfectly and will enable
us to enhance our service to clients."
    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
             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