SECURITIES 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 8, 2004


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

           BERMUDA                      001-16503               98-0352587
  (Jurisdiction of incorporation      (Commission File       (IRS Employer
  or organization)                      Number)             Identification No.)


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

      Registrant's telephone number, including area code: +44 20 7488 8111

                                 Not Applicable
         (Former name or former address, if changed since last report.)






Item 7. Financial Statements & Exhibits (c) The following document is filed as an exhibit to this report on Form 8-K: 99.1 Press Release dated April 8, 2004, of Willis Group Holdings Limited Item 9. Regulation FD Disclosure The following information is furnished pursuant to Item 9, "Regulation FD Disclosure." The information in this 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. On April 8, 2004, Willis Group Holdings Limited issued a press release announcing the purchase of a 50% equity stake in Shanghai Pudong Insurance Brokers Ltd. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. WILLIS GROUP HOLDINGS LIMITED By: /s/ Mary E. Caiazzo ------------------------------- Mary E. Caiazzo Assistant General Counsel Dated: April 9, 2004

EXHIBIT INDEX Exhibit Number Title - ----- ----- 99.1 Press Release dated April 8, 2004, of Willis Group Holdings Limited

                                                                   Exhibit 99.1

Willis to Purchase 50% Stake in China's Leading Insurance Broker

    NEW YORK--(BUSINESS WIRE)--April 8, 2004--Willis Group Holdings
(NYSE: WSH), the global insurance broker, today announces that it has
received approval from the China Insurance Regulatory Commission to
complete the purchase of a 50% equity stake in Shanghai Pudong
Insurance Brokers Ltd.
    Shanghai Pudong Insurance Brokers Ltd is a leading Chinese
insurance broker licensed to transact both insurance and reinsurance,
life and non-life, for domestic and foreign clients throughout the
People's Republic of China (PRC). It currently has 10 branch offices
and 13 sales offices throughout the country and employs 150 people.
    Upon completion of the equity purchase both parties intend to
change the name to Willis Pudong Insurance Brokers Ltd, headquartered
in Shanghai, PRC.
    Welcoming the approval, Joe Plumeri, Chairman and CEO of Willis,
said, "This is a significant step in Willis' global expansion. We know
the Chinese market very well, having been closely involved with
Chinese insurers and the placement of Chinese reinsurance business for
over 50 years. Many of our clients have significant operations in
China and I am delighted that we will be able to support their
presence with a level of service and expertise consistent with the
standards we adopt worldwide.
    "We are especially pleased to be partnering with Shanghai Pudong
Insurance Brokers. They have shown themselves to be leaders in the
Chinese insurance broking industry, expertly serving the risk transfer
and risk management needs of many Chinese enterprises. Moreover, their
office network ensures they are able to provide a full service
throughout the country.
    "This partnership, which combines Willis' global resources with
local knowledge and service delivery, will be a powerful force in the
development of the Chinese insurance broking industry and Willis".
    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 13,000 associates serves clients in some 180 countries.
Additional information on Willis may be found on its web site
www.willis.com.

    CONTACT: Willis Group Holdings
             Investors:
             Kerry K. Calaiaro, +1 212 837-0880
             Email: calaiaro_ke@willis.com
             Media:
             Nicholas Jones, +1 44 20 7488-8190
             Email: jonesnr@willis.com
             Dan Prince, +1 212 837-0806
             Email: prince_da@willis.com