8-K

UNITED STATESSECURITIES 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): April 30, 2008

Willis Group Holdings Limited

(Exact Name of Registrant as Specified in Its Charter)

Bermuda

(State or Other Jurisdiction of Incorporation)

001-16503	98-0352587
(Commission File Number)	(IRS Employer Identification No.)

c/o Willis Group Limited

Ten Trinity Square

London EC3P 3AX, England

(Address of Principal Executive Offices)

(44) (20) 7488-8111

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.     Results of Operations and Financial Condition.

On April 30, 2008, Willis Group Holdings Limited (“WGHL”) issued a press release reporting results for the quarter ended March 31, 2008. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.

Item 9.01.     Financial Statements and Exhibits.

(d)	Exhibits.
	99.1     Press Release of WGHL dated April 30, 2008

SIGNATURES

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

		WILLIS GROUP HOLDINGS LIMITED
Date:	April 30, 2008.		By:	/s/ Adam G. Ciongoli
			Name:	Adam G. Ciongoli
			Title:	General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of WGHL dated April 30, 2008

EX-99.1

Exhibit 99.1

Willis Group Reports First Quarter 2008 Results

Reported Earnings per Diluted Share rose 5 percent to $1.16; Adjusted Earnings per Diluted Share increased 20 percent to $1.32

Reported Operating Margin of 28.3 percent; Adjusted Operating Margin increased 30 Basis Points to 32.5 percent

8 Percent Growth in Reported Revenue; 3 Percent Organic Growth in Commissions and Fees

NEW YORK--(BUSINESS WIRE)--Willis Group Holdings Limited (NYSE: WSH), the global insurance broker, today reported results for the quarter ended March 31, 2008.

"We delivered good organic revenue growth in each business segment driven by our robust sales culture, despite the soft insurance market conditions," said Joe Plumeri, Chairman and Chief Executive Officer. "We continue to execute the Shaping our Future strategy to deliver top line growth while maintaining expense discipline.”

Financial Results

Reported net income for the quarter ended March 31, 2008 was $166 million, or $1.16 per diluted share, compared with $169 million, or $1.10 per diluted share, a year ago. The results for the first quarter 2008 were significantly impacted by charges totaling $33 million for severance and other costs. As previously announced, the Company expects to incur charges currently estimated at approximately $65 to $85 million in 2008, resulting in cost savings currently estimated at approximately $25 to $35 million in 2008, rising in 2009.

Excluding these charges, which are reviewed in detail later in this release, adjusted earnings per diluted share increased 20 percent to $1.32 in the first quarter 2008 from $1.10 a year ago. The impact of foreign currency translation increased first quarter 2008 earnings per diluted share by $0.08 compared with the first quarter 2007.

Total reported revenues for the quarter ended March 31, 2008 were $795 million compared with $739 million for the same period last year, an increase of 8 percent. The effect of foreign currency translation increased reported revenues by 5 percent.

Organic growth in commissions and fees was 3 percent in the first quarter 2008 compared with first quarter 2007. This reflected net new business won of 4 percent, partly offset by a negative 1 percent impact from declining premium rates tempered by other market factors, such as higher commission rates, higher insured values and changes in limits and exposures. There was improvement in retention across all business segments versus the full year 2007.

The International business segment contributed 5 percent organic growth in commissions and fees in the first quarter 2008 compared with the same period in 2007. There was continued strength in Europe, especially Spain and Denmark, and in Latin America, as well as our emerging market countries in Eastern Europe and Asia. North America organic growth in commissions and fees was 3 percent in the first quarter 2008 compared to the same period in 2007, with good growth through most retail regions.

The Global segment, which comprises Global Specialties and Reinsurance, contributed 2 percent organic growth in commissions and fees in the first quarter 2008 compared with first quarter 2007. Global Specialties had positive organic growth in commissions and fees across many specialty businesses. Reinsurance reported modest positive organic growth in commissions and fees, especially International.

Reported operating margin was 28.3 percent for the quarter ended March 31, 2008 compared with 32.2 percent for the same period last year. Excluding the charge, adjusted operating margin was 32.5 percent for the quarter ended March 31, 2008 compared with 32.2 percent a year ago. The margin continued to benefit from the execution of our Shaping our Future initiatives, cost savings from the 2006 Shaping our Future charge, good expense control and lower pension expense.

The Company had an effective underlying tax rate of 29.5 percent in the quarter ended March 31, 2008, excluding the tax effects of the disposal of the London headquarters and share-based compensation.

Capital

The Company continues to proactively manage capital through its dividend policy, buyback authorization and acquisition strategy.

The Board of Directors declared a regular quarterly cash dividend on the Company’s common stock of $0.26 per share, an annual rate of $1.04 per share. The dividend is payable on July 14, 2008 to shareholders of record on June 30, 2008.

For the quarter ended March 31, 2008, a total of 2.3 million shares were repurchased for $75 million in the open market at an average price of $33.12 under the existing $1 billion share buyback authorization.

On January 2, 2008, the Company purchased a further 4 percent of Gras Savoye & Cie for approximately $30 million, increasing its ownership to 42 percent.

As at March 31, 2008, cash and cash equivalents totaled $195 million, total debt was $1.4 billion and total stockholders’ equity was $1.4 billion.

Outlook

The Shaping our Future strategy is a series of initiatives designed to deliver profitable growth, and as previously reported, the Company has decided to invest in further key hires and initiatives in 2008 and 2009. As previously announced, the Company is conducting a thorough review of all businesses to identify additional opportunities to rationalize its expense base to help fund a portion of these anticipated investments. In first quarter 2008, the Company incurred a pre-tax charge of $33 million in connection with this expense review for severance and other costs, including property and systems rationalizations.

The Company also anticipates that it will incur additional pre-tax charges in the remainder of 2008 and currently estimates total 2008 charges related to the expense review to be in the range of approximately $65 million to $85 million. The Company currently anticipates that these charges will lead to cost savings in the range of $25 million to $35 million in 2008, rising in 2009. These savings are in addition to the anticipated annualized net benefit from the 2006 Shaping our Future charges currently estimated to be approximately $30 million in 2008 and $45 million by 2009.

Excluding these charges, the Company continues to expect an adjusted operating margin of approximately 24 percent in 2008, as underlying business growth and cost savings are reinvested. The Company continues to expect adjusted operating margins to expand in 2009 and 2010 to reach its previously stated goal of 28 percent or more. The Company continues to expect to deliver adjusted earnings per diluted share in the range of $2.85-$2.95 in 2008, $3.30-$3.40 in 2009, and $4.00-$4.10 in 2010. These figures include minimal accretion from share buybacks in 2008 with $0.30 by 2010.

“We are executing Shaping our Future with tangible results,” said Mr. Plumeri. “We will continue to invest in the business to drive profitable growth and remain confident in our outlook for 2008.”

Conference Call and Web Cast

A conference call to discuss first quarter 2008 results will be held on Thursday, May 1, 2008, at 8:00 AM Eastern Time. To participate in the live teleconference, please dial (888) 566-5771 (domestic) or +1 (210) 839-8503 (international) with a pass code of "Willis.” The live audio web cast (which will be listen-only) may be accessed at www.willis.com. This call will be available by replay starting at approximately 10:00 AM Eastern Time, and through May 29, 2008 at 11:00 PM Eastern Time, by calling (866) 421-3814 (domestic) or + 1 (203) 369-0805 (international) with no pass code, or by accessing the website.

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. Willis has more than 300 offices in some 100 countries, with a global team of approximately 16,000 Associates serving clients in some 190 countries. Additional information on Willis may be found at www.willis.com.

We have included in this document ‘‘forward-looking statements’’ within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. These forward-looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts, included in this document that address activities, events or developments that we expect or anticipate may occur in the future, including such things as our outlook and guidance regarding future operating margin and adjusted earnings per diluted share, future capital expenditures, expected growth in commissions and fees, business strategies, competitive strengths, goals, the anticipated benefits of new initiatives, growth of our business and operations, plans, and references to future successes are forward-looking statements. Also, when we use the words such as ‘‘anticipate’’, ‘‘believe’’, ‘‘estimate’’, ‘‘expect’’, ‘‘intend’’, ‘‘plan’’, ‘‘probably’’, or similar expressions, we are making forward-looking statements.

There are important uncertainties, events and factors that could cause our actual results or performance to differ materially from those in the forward-looking statements contained in this document, including regional, national or global political, economic, business, competitive, market and regulatory conditions and the following:

• our ability to implement and realize anticipated benefits of the Shaping Our Future initiative and other new initiatives,
• the extent and timing of, and prices paid in connection with, any share repurchases under existing or future programs,
• our ability to retain existing clients and attract new business, and our ability to retain key employees,
• changes in commercial property and casualty markets, or changes in premiums and availability of insurance products due to a catastrophic event such as a hurricane,
• volatility or declines in other insurance markets and the premiums on which our commissions are based,
• impact of competition,
• the timing or ability to carry out share repurchases or take other steps to manage our capital,
• fluctuations in exchange and interest rates that could affect expenses and revenue,
• rating agency actions that could inhibit ability to borrow funds or the pricing thereof,
• legislative and regulatory changes affecting both our ability to operate and client demand,
• potential costs and difficulties in complying with a wide variety of foreign laws and regulations, given the global scope of our operations,
• changes in the tax or accounting treatment of our operations,
• our exposure to potential liabilities arising from errors and omissions claims against us,
• the results of regulatory investigations, legal proceedings and other contingencies, and
• the timing of any exercise of put and call arrangements with associated companies.

The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results. See also Part I, Item 1A ‘‘Risk Factors’’ included in the Form 10-K for the year ended December 31, 2007 filed on February 27, 2008 for additional factors.

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements included in this document, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved.

Our forward-looking statements speak only as of the date made and we will not update these forward-looking statements unless the securities laws require us to do so. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this document may not occur, and we caution you against unduly relying on these forward-looking statements.

This press release includes supplemental financial information which may contain references to non-GAAP financial measures as defined in Regulation G of SEC rules. Consistent with Regulation G, a reconciliation of this supplemental financial information to our generally accepted accounting principles (GAAP) information is in the note disclosures that follow. We present such non-GAAP supplemental financial information, as we believe such information is of interest to the investment community because it provides additional meaningful methods of evaluating certain aspects of the Company’s operating performance from period to period on a basis that may not be otherwise apparent on a GAAP basis. This supplemental financial information should be viewed in addition to, not in lieu of, the Company’s condensed consolidated statements of operations for the quarter ended March 31, 2008.

WILLIS GROUP HOLDINGS LIMITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share data) (unaudited)
	Three months ended March 31,
	2008			2007
Revenues
Commissions and fees	$	772		$	711
Investment income		22			24
Other income		1			4
Total Revenues		795			739
Expenses
Salaries and benefits (including share-based compensation of $9 and $9)		411			377
Other operating expenses		149			111
Depreciation expense and amortization of intangible assets		16			16
Gain on disposal of London headquarters		(6	)		(3	)
Total Expenses		570			501
Operating Income		225			238
Interest expense		16			12
Income before Income Taxes, Interest in Earnings of Associates and Minority Interest		209			226
Income taxes		60			68
Income before Interest in Earnings of Associates and Minority Interest		149			158
Interest in earnings of associates, net of tax		26			19
Minority interest, net of tax		(9	)		(8	)
Net Income	$	166		$	169
Earnings per Share
- Basic	$	1.17		$	1.11
- Diluted	$	1.16		$	1.10
Average Number of Shares Outstanding
- Basic		142			152
- Diluted		143			154

WILLIS GROUP HOLDINGS LIMITED SUMMARY BALANCE SHEETS (in millions) (unaudited)
	March 31, 2008		December 31, 2007
Assets
Cash & cash equivalents	$	195	$	200
Fiduciary funds—restricted		1,792		1,520
Short-term investments		38		40
Accounts receivable, net		10,091		8,241
Fixed assets, net		345		315
Goodwill and intangibles, net		1,728		1,726
Investments in associates		260		193
Pension benefits asset		451		404
Other assets		326		309
Total Assets	$	15,226	$	12,948
Liabilities and Stockholders’ Equity
Accounts payable	$	11,280	$	9,265
Deferred revenue and accrued expenses		291		388
Net deferred tax liabilities		13		5
Income taxes payable		82		43
Long-term debt		1,415		1,250
Liability for pension benefits		45		43
Other liabilities		605		559
Total liabilities		13,731		11,553
Minority interest		58		48
Total stockholders’ equity		1,437		1,347
Total Liabilities and Stockholders’ Equity	$	15,226	$	12,948

WILLIS GROUP HOLDINGS LIMITED

SUPPLEMENTAL FINANCIAL INFORMATION

(in millions) (unaudited)

1. Definitions of Non-GAAP Financial Measures

We believe that investors’ understanding of the Company’s performance is enhanced by our disclosure of the following non-GAAP financial measures. Our method of calculating these measures may differ from those used by other companies and therefore comparability may be limited.

Organic commissions and fees growth

Organic commissions and fees growth excludes the impact of foreign currency translation and acquisitions and disposals from reported commissions and fees. We use organic commissions and fees growth as a measure of business growth generated by operations that were part of the Company at the end of the period.

Adjusted operating income and adjusted net income

Our results have been impacted by the charge related to the 2008 expense review. We believe that excluding these items from operating income and net income as applicable, along with the GAAP measures, provides a more complete and consistent comparative analysis of our results of operations.

2. Analysis of Commissions and Fees

Organic growth in commissions and fees is defined as growth in commissions and fees excluding the impact of foreign currency translation and acquisitions and disposals. The percentage change in reported commissions and fees is the most directly comparable GAAP measure, and the following table reconciles this change to organic growth in commissions and fees by business unit for the three months ended March 31, 2008:

	Three months ended March 31,						Change attributable to
	2008		2007 (a)		% Change		Foreign currency translation		Acquisitions and disposals		Organic revenue growth
Global	$	277	$	261	6	%	4	%	0	%	2	%
North America		191		184	4	%	0	%	1	%	3	%
International		304		266	14	%	9	%	0	%	5	%
Commissions and fees	$	772	$	711	9	%	6	%	0	%	3	%

a) With effect from January 1, 2008, gains on the disposal of intangible assets, which were previously reported within 'Commissions and fees' are now reported separately as 'Other income.' As a result of this change, $4 million previously reported within North America's commissions and fees in first quarter 2007 is now reported within other income.

WILLIS GROUP HOLDINGS LIMITED

SUPPLEMENTAL FINANCIAL INFORMATION

(in millions) (unaudited)

3. 2008 Expense Review

The Company is conducting a thorough review of all businesses to identify additional opportunities to rationalize its expense base. Consequently, the Company incurred a pre-tax charge of $33 million ($23 million or $0.16 per diluted share after tax) in first quarter 2008 for severance and other costs as analyzed in the following table:

	First quarter 2008
	Pre-tax
Salaries and benefits - severance (a)	$	15
Other operating expenses (primarily relating to property and systems rationalization)		18
	$	33

a) Severance costs relate to approximately 150 positions which have been, or are in the process of being, eliminated.

The Company anticipates that it will incur additional pre-tax charges in the remainder of 2008 and total charges related to the 2008 expense review are currently estimated to be approximately $65 million to $85 million. The Company currently anticipates that these charges will lead to cost savings in the range of $25 million to $35 million in 2008, rising in 2009.

4. Adjusted Operating Income

Adjusted operating income is defined as operating income excluding net gains/losses on disposal of operations and the charges related to the 2008 expense review. Operating income is the most directly comparable GAAP measure, and the following table reconciles adjusted operating income to operating income for the three months ended March 31, 2008 and 2007:

	Three months ended March 31,
	2008			2007			% Change
Operating Income, GAAP basis	$	225		$	238		(5	)%
Excluding:
Severance costs (a)		15			-		-
Other expenses (b)		18			-		-
Adjusted Operating Income	$	258		$	238		8	%
Operating Margin, GAAP basis, or Operating Income as a percentage of Total Revenues		(28.3	%)		(32.2	%)
Adjusted Operating Margin, or Adjusted Operating Income as a percentage of Total Revenues		(32.5	%)		(32.2	%)

a) Severance costs relate to approximately 150 positions which have been, or are in the process of being, eliminated as part of the 2008 expense review. Severance costs also arise in the normal course of business and these charges (pre-tax) amounted to $1 million in the first quarter 2008 ($1 million in first quarter 2007).

b) In addition to severance costs, we incurred charges for other expenses, including vacant space provisions, systems rationalization costs and professional fees.

WILLIS GROUP HOLDINGS LIMITED

SUPPLEMENTAL FINANCIAL INFORMATION

(in millions, except per share data) (unaudited)

5. Adjusted Net Income

Adjusted net income is defined as net income excluding net gains/losses on disposal of operations and the charge related to the 2008 expense review. Net income is the most directly comparable GAAP measure, and the following table reconciles adjusted net income to net income for the three months ended March 31, 2008 and 2007:

	Three months ended March 31,						Per diluted share Three months ended March 31,
		2008		2007	% Change			2008		2007	% Change
Net Income, GAAP basis	$	166	$	169	(2	)%	$	1.16	$	1.10	5	%
Excluding:
Severance costs, net of tax ($5) (a)		10		-	-			0.07		-
Other expenses, net of tax ($5) (b)		13		-	-			0.09		-
Adjusted Net Income	$	189	$	169	12	%	$	1.32	$	1.10	20	%
Diluted shares outstanding, GAAP basis		143		154

a) Severance costs relate to approximately 150 positions which have been, or are in the process of being, eliminated as part of the 2008 expense review. Severance costs also arise in the normal course of business and these charges (pre-tax) amounted to $1 million in the first quarter 2008 ($1 million in first quarter 2007).

b) In addition to severance costs, we incurred charges for other expenses including vacant space provisions, systems rationalization costs and professional fees.

WILLIS GROUP HOLDINGS LIMITED SUPPLEMENTAL FINANCIAL INFORMATION (in millions, except per share data) (unaudited)
	2007															2008
	Q1			Q2			Q3			Q4			FY			Q1
Revenues
Commissions and fees	$	711		$	600		$	542		$	610		$	2,463		$	772
Investment income		24			23			25			24			96			22
Other income (a)		4			3			7			5			19			1
Total Revenues		739			626			574			639			2,578			795
Expenses
Salaries and benefits		377			360			352			359			1,448			411
Other operating expenses		111			114			116			119			460			149
Depreciation expense and amortization of intangible assets		16			17			16			17			66			16
Gain on disposal of London headquarters		(3	)		(3	)		(3	)		(5	)		(14	)		(6	)
Net gain on disposal of operations		-			-			-			(2	)		(2	)		-
Total Expenses		501			488			481			488			1,958			570
Operating Income		238			138			93			151			620			225
Operating Income margin		32.2	%		22.0	%		16.2	%		23.6	%		24.0	%		28.3	%
Interest expense		12			19			17			18			66			16
Income before Income Taxes, Interest in Earnings of Associates and Minority Interest		(226	)		(119	)		(76	)		(133	)		(554	)		(209	)
Income taxes		68			36			12			28			144			60
Income before Interest in Earnings of Associates and Minority Interest		(158	)		(83	)		(64	)		(105	)		(410	)		(149	)
Interest in earnings of associates, net of tax		19			(4	)		5			(4	)		16			26
Minority interest, net of tax		(8	)		(1	)		(2	)		(6	)		(17	)		(9	)
Net Income	$	169		$	78		$	67		$	95		$	409		$	166
Earnings per Share
- Diluted	$	1.10		$	0.54		$	0.46		$	0.66		$	2.78		$	1.16
Average Number of Shares Outstanding
- Diluted		154			145			145			145			147			143

a) Other income represents the gains on the disposal of intangible assets, including books of business. This income was previously recorded within commissions and fees.

WILLIS GROUP HOLDINGS LIMITED SEGMENTAL SUPPLEMENTAL FINANCIAL INFORMATION (in millions) (unaudited)
	2007															2008
	Q1			Q2			Q3			Q4			FY			Q1
Commissions and Fees (a)
Global	$	261		$	186		$	161		$	142		$	750		$	277
North America		184			194			180			193			751			191
International		266			220			201			275			962			304
Total Commissions and Fees	$	711		$	600		$	542		$	610		$	2,463		$	772
Total Revenues
Global	$	272		$	197		$	173		$	154		$	796		$	285
North America		193			202			190			201			786			196
International		274			227			211			284			996			314
Total Revenues	$	739		$	626		$	574		$	639		$	2,578		$	795
Operating Income (b)
Global	$	122		$	56		$	37		$	10		$	225		$	133
North America		27			44			32			49			152			27
International		87			43			27			94			251			104
Corporate and Other (c)		2			(5	)		(3	)		(2	)		(8	)		(39	)
Total Operating Income	$	238		$	138		$	93		$	151		$	620		$	225
Operating Margin (b)
Global		44.9	%		28.4	%		21.4	%		6.5	%		28.3	%		46.7	%
North America		14.0	%		21.8	%		16.8	%		24.4	%		19.3	%		13.8	%
International		31.8	%		18.9	%		12.8	%		33.1	%		25.2	%		33.1	%
Total Operating Margin		32.2	%		22.0	%		16.2	%		23.6	%		24.0	%		28.3	%

(a) With effect from January 1, 2008, gains on the disposal of intangible assets, which were previously reported within 'Commissions and fees,' are now reported separately as 'Other income.' As a result of this change, $17 million previously reported within North America's commissions and fees and $2 million previously reported within International in full year 2007, are now reported within other income.

(b) Also with effect from January 1, 2008, the Company changed its basis of segmental allocation for central costs. In particular, all accounting adjustments for hedging transactions are now held at the Corporate level, together with certain legal costs. As a result of this change, an additional $1 million net operating loss for full year 2007, previously reported within Corporate, has been allocated to the operating segments.

(c) Corporate and Other includes the costs of the holding company, foreign exchange hedging activities, amortization of intangible assets, net gains and losses on disposal of operations, certain legal costs, and, in first quarter 2008, the $33 million charge for the 2008 expense review.

CONTACT:
Willis Group Holdings Limited
Investors:
Kerry K. Calaiaro, 212-915-8084
kerry.calaiaro@willis.com
or
Media:
Valerie Di Maria, 212-915-8272
valerie.dimaria@willis.com