SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* BAILEY DONALD (Last) (First) (Middle) C/O WILLIS GROUP HOLDINGS LIMITED TEN TRINITY SQUARE (Street) LONDON X0 EC3P 3AX (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/21/2006	3. Issuer Name and Ticker or Trading Symbol WILLIS GROUP HOLDINGS LTD [ WSH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) CEO, Willis North America	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common	4,101	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
COMMON STOCK	03/03/2009	03/03/2013	COMMON STOCK	8,202(1)	24.38	I	Right to Buy
COMMON STOCK	03/19/2005	03/19/2014	COMMON STOCK	50,000(2)	38.06	I	Right to Buy
COMMON STOCK	01/01/2004	07/01/2013	COMMON STOCK	5,000(3)	30.75	I	Right to Buy
COMMON STOCK	06/20/2008	06/20/2014	COMMON STOCK	14,285(4)	0	I	Right to Receive

Explanation of Responses:

1. Option granted over 8,202 shares at an exercise price of $24.38. Option becomes exercisable from the 6th anniversary of grant until the 10th anniversary of grant.

2. Option granted over 50,000 shares at an exercise price of $38.06. Option becomes exercisable in equal tranches from the 1st to 5th anniversaries of grant until the 10th anniversary of grant.

3. Option granted over 5,000 shares at an exercise price of $30.75. Option becomes exercisable in five equal tranches from January 1, 2004 and annually thereafter. Option lapses on the 10th anniversary of grant.

4. Award of restricted stock units, which vest in equal tranches on the 2nd to 5th anniversaries of grant.

	/s/ Michael P Chitty as Attorney-in-fact for Donald Bailey	09/27/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.