UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): January 19, 2007

                          Willis Group Holdings Limited
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             (Exact Name of Registrant as Specified in Its Charter)

                                     Bermuda
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                 (State or Other Jurisdiction of Incorporation)

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

                            c/o Willis Group Limited
                               Ten Trinity Square
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                            London EC3P 3AX, England
                    (Address of Principal Executive Offices)

                               (44) (20) 7488-8111
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              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
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          (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 5.02 (b) Departure of Directors or Certain Officers.

         Effective January 19, 2007, Eric R. Dinallo resigned as General Counsel
         of Willis Group Holdings Limited to serve as the New York State
         Insurance Superintendent in the new administration of Governor Eliot
         Spitzer.

         On January 25, 2007, Willis Group Holdings Limited announced the
         resignation of Richard J. S. Bucknall as Vice Chairman of Willis Group
         Holdings Limited effective March 31, 2007. Mr. Bucknall will also cease
         to be Chief Executive Officer of Willis Limited effective March 31,
         2007, but will remain with the company in an advisory role through
         December 31, 2007.

         Willis Group Holdings Limited also announced on January 25, 2007, that
         David Margrett will replace Mr. Bucknall as Chairman and Chief
         Executive Officer of Willis Limited effective March 31, 2007.


Item 9.01.  Financial Statements and Exhibits.


(c)      Exhibits.

         99.1     Press Release of Willis Group Holdings Limited dated December
                  15, 2006.

         99.2     Press Release of Willis Group Holdings Limited dated January
                  25, 2007.



                                   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: January 25, 2007.               By: /s/ Mary E. Caiazzo
                                         ---------------------------------------
                                      Name:    Mary E. Caiazzo
                                      Title:   Deputy General Counsel
                                                                    Exhibit 99.1

  Willis Group Issues Statement on Eric Dinallo's Nomination to New York State
                            Insurance Superintendent

    NEW YORK--(BUSINESS WIRE)--Dec. 15, 2006--Eric Dinallo, General
Counsel of Willis Group Holdings, was today nominated by
Governor-elect Eliot Spitzer of New York to serve as New York State
Insurance Superintendent in the new administration. Joe Plumeri,
Chairman and CEO of Willis, issued the following statement:



        Eric Dinallo is an individual with tremendous integrity and
        leadership who will be a valuable addition to the team
        Governor-elect Spitzer is assembling. During Eric's
        wide-ranging career in both the public and private sector, he
        has demonstrated the ability to cut through complex legal and
        regulatory issues and pursue a principle-based approach that
        promotes transparency and fair play. There is near-universal
        agreement that the regulation of the insurance industry needs
        reform and Eric is well-suited given his time with Willis and
        previously with Morgan Stanley to oversee this effort in New
        York.

        Over the past year, Eric has brought a meaningful perspective
        and has made a significant contribution to our corporate
        governance efforts as well as to how we embrace risk-based
        assessments and the changing paradigm of insurance regulation.

        He has done an outstanding job and while we are sorry to be
        losing Eric, I appreciate his deep commitment to public
        service, and am confident he will make an important
        contribution in his new role in promoting regulatory reform
        and New York's economic growth.


    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 100 countries, its global
team of 15,400 Employees and Associates serves clients in some 190
countries. Willis is publicly traded on the New York Stock Exchange
(NYSE: WSH). Additional information on Willis may be found on its web
site: www.willis.com.

    Editor's note: Photo available upon request.

    CONTACT:

             Investors:
             Kerry K. Calaiaro, +1 212-837-0880
             kerry.calaiaro@willis.com
             or
             Media:
             Dan Prince, +1 212-837-0806
             daniel.prince@willis.com
                                                                    Exhibit 99.2

      Willis Group Announces the Retirement of Richard Bucknall

    NEW YORK--(BUSINESS WIRE)--Jan. 25, 2007--Willis Group Holdings
Limited (NYSE:WSH), the global insurance broker, announced today that
after an illustrious 40 year career in the insurance broking business,
21 of which with Willis, Richard Bucknall, Vice Chairman of the Group
and Chairman and CEO of Willis Limited, the Company's UK business
unit, has indicated his wish to retire. He will do so effective March
31, 2007 and will continue in an advisory role through the end of the
year.

    Bucknall's career with Willis began in 1986 and over the course of
his tenure, he has served the Company in several capacities all with
great distinction and with an unyielding dedication to Willis'
standards of excellence and the highest of insurance broking
principles. In various leadership positions at the regional and global
level, Bucknall has always had the respect and admiration of his
colleagues at Willis and throughout the industry.

    "I am fortunate to have found such a leader as Richard Bucknall
when I arrived at Willis in October 2000," said Joe Plumeri, Chairman
and CEO of Willis. "His contributions to our company are countless and
his impact is limited only by the span of the globe. Richard's
leadership has helped guide Willis through exciting change and
difficult challenges. During the time we worked together, I have
valued his insights, experience and professionalism - and have been
the beneficiary of his friendship and counsel. It has been my supreme
pleasure to have worked so closely with him for the past six years and
I wish him every success."

    "It has been an enormous privilege and my distinct honor to have
spent the last 21 years of my career at Willis and the last six under
the leadership and direction of Joe Plumeri," said Bucknall. "Joe has
seen this Company through extraordinary changes in the insurance world
- - from the events of 9/11 to the investigations that challenged the
very core of our business. He accepted what was presented, rather than
resisting the change, and then saw and realized an opportunity to lead
this company in a new direction. I am leaving Willis today stronger
than I found it and am grateful for all that Joe, Willis and the
insurance industry has afforded me."

    David Margrett, maintaining his role as Chief Executive Officer of
Willis' Global Specialities unit consisting of such areas as
aerospace, construction, energy and marine, will assume the roles of
Chairman and CEO of Willis Limited effective March 31, 2007.

    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 100 countries, its global
team of 15,400 Employees and Associates serves clients in some 190
countries. Willis is publicly traded on the New York Stock Exchange
(NYSE: WSH). Additional information on Willis may be found on its web
site: www.willis.com.

    CONTACT: Willis Group Holdings Limited
             Investors:
             Kerry K. Calaiaro, +1 212 837-0880
             kerry.calaiaro@willis.com
             or
             Media:
             Dan Prince, +1 212 837-0806
             daniel.prince@willis.com