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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 6-K


                        REPORT OF FOREIGN PRIVATE ISSUER
                      PURSUANT TO RULE 13a-16 OR 15d-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                           FOR THE MONTH OF JUNE 2001



                          WILLIS GROUP HOLDINGS LIMITED
             (Exact name of Registrant as specified in its charter)



                               Ten Trinity Square
                            London EC3P 3AX, England
                    (Address of principal executive offices)



         (Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F of Form 40-F.)

                    Form 20-F   [x]             Form 40-F [ ]


         (Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)

                             Yes [ ]       No   [x]


         (If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- .)



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                        WILLIS STOCK TO BEGIN TRADING ON
                           THE NEW YORK STOCK EXCHANGE
               Initial Public Offering Priced at $13.50 Per Share


London, U.K., June 12, 2001 - Willis Group Holdings Limited, (NYSE: WSH) the
parent of the Willis Group, priced its initial public offering of 20,000,000
shares of common stock at $13.50 per share. The shares will commence trading
today on the New York Stock Exchange under the trading symbol WSH. The company
granted the underwriters an option to purchase up to 3,000,000 additional shares
to cover over-allotments, if any.

Proceeds - before the company's out-of-pocket expenses - from the offering are
expected to be approximately $270 million, and will be used to redeem preference
shares of TA II Limited, one of Willis Group's subsidiaries, or repurchase
senior subordinated notes of Willis North America, another of its subsidiaries,
or both.

Salomon Smith Barney served as bookrunning manager for the offering; JPMorgan,
Morgan Stanley & Co., Banc of America Securities LLC, Merrill Lynch & Co. and
UBS Warburg were the co-managers.

Willis Group is one of three global insurance brokers providing specialized risk
management, advisory, and other services to a broad range of corporate and
institutional clients, with particular expertise in the construction, aerospace,
marine and energy industries.

This announcement shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such state. The
offering of these securities is made only by means of a prospectus, copies of
which may be obtained from Salomon Smith Barney, Brooklyn Army Terminal, 140
58th Street, 5th Floor, Brooklyn, NY 11220 (telephone: 718-765-6732).


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                                   SIGNATURES

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

                                       WILLIS GROUP HOLDINGS LIMITED

                                       By:    /s/ Mary E. Caiazzo
                                           ------------------------------------
                                           Mary E. Caiazzo
                                           Assistant General Counsel

Date:  June 22, 2001