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

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1. Name and Address of Reporting Person* CAIAZZO MARY (Last) (First) (Middle) C/O WILLIS GROUP HOLDINGS LIMITED TEN TRINITY SQUARE (Street) LONDON, ENGLAND X0 EC3P 3AX (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/28/2007	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) Chief Legal Officer	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	23,837.55	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(1)	01/01/2004	07/01/2013	COMMON	5,000	30.75	I	Right to Acquire
COMMON STOCK(2)	03/19/2005	03/19/2014	COMMON	10,000	38.06	I	Right to Acquire
COMMON STOCK(3)	06/20/2008	06/20/2014	COMMON	12,500	32.78	I	Right to Acquire
COMMON STOCK(4)	06/20/2008	06/20/2011	COMMON	3,571	0	I	Right to Acquire
COMMON STOCK(5)	03/14/2008	03/14/2010	COMMON	3,493	0	I	Right to Acquire

Explanation of Responses:

1. Option to purchase 5,000 shares of common stock at an exercise price of $30.75 granted on July 1, 2003, which vests in equal tranches on the first to fifth anniversaries of grant.

2. Option to purchase 10,000 shares of common stock at an exercise price of $38.06 granted on March 19, 2004, which vests in equal tranches on the first to fifth anniversaries of grant.

3. Option to purchase 12,500 shares of common stock at an exercise price of $32.78 granted on June 20, 2006, which vests in equal tranches on the second to fifth anniversaries of grant.

4. Award of 3,571 restricted stock units granted on June 20, 2006, which vests in equal tranches on the second to fifth anniversaries of grant.

5. Award of 3,493 restricted stock units granted on March 14, 2007, which vests in equal tranches on the first to third anniversaries of grant.

	Shaun K Bryant as Attorney in Fact of Mary Caiazzo	04/05/2007
	** 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).
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