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): June 23, 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.)



- -more-

                                                     Willis Group Communications
                                                             Ten Trinity Square,
                                                                 London EC3P 3AX


Item 5. Other Events On June 23, 2004, Willis Group Holdings Limited issued a press release announcing that it has reached agreement in principle to acquire a majority shareholding in Coyle Hamilton, the Republic of Ireland's largest privately owned insurance broker, and will acquire the remaining interest over the next several years. The press release is attached as Exhibit 99.1 hereto. Item 7. Financial Statements and Exhibits (c) The following document is filed as an exhibit to this report on Form 8-K: 99.1 Press Release dated June 23, 2004, of Willis Group Holdings Limited

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: June 23, 2004

EXHIBIT INDEX Exhibit Number Title - ------ ----- 99.1 Press Release dated June 23, 2004, of Willis Group Holdings Limited

                                                                    Exhibit 99.1

Willis to Acquire Coyle Hamilton, Market Leader in Ireland

    LONDON & NEW YORK--(BUSINESS WIRE)--June 23, 2004--Willis Group
Holdings (NYSE:WSH), the global insurance broker, today announces that
it has reached agreement in principle to acquire a majority
shareholding in Coyle Hamilton, the Republic of Ireland's largest
privately owned insurance broker, and will acquire the remaining
interest over the next several years.
    The transaction is subject to shareholder approval and securing
the necessary regulatory approvals. Terms are not disclosed.
    Coyle Hamilton has annualized revenue of approximately EUR 50
million ($60 million). Established over 100 years ago and with offices
in Dublin, Limerick, Cork, Belfast and London, its approximately 500
employees serve a broad range of multinational, corporate and personal
clients.
    The new Republic of Ireland enterprise will be called Coyle
Hamilton Willis. The combined operation will have leading positions in
insurance broking, employee benefits, reinsurance broking and risk
management.
    Following the transaction's conclusion, Willis' existing business
in the Republic of Ireland will be integrated within Coyle Hamilton
Willis. The businesses of Coyle Hamilton in Belfast and London will be
integrated with the businesses of Willis in those markets.
    Joe Plumeri, Chairman and CEO of Willis, said: "I'm delighted to
welcome the Coyle Hamilton team to Willis. As a Group, we have major
growth plans and Coyle Hamilton, with its strong local market
positions, excellent reputation for client service and highly
professional and experienced workforce will play a significant role in
helping us realize our ambitions.
    "This acquisition is consistent with our growth strategy to secure
leadership positions in key markets and reflects the Willis Model of
combining access to global resources with local expertise and close
client relationships."
    Hugh Governey, Chief Executive of Coyle Hamilton, said: "The
insurance, reinsurance and benefits consulting businesses have become
increasingly global over the past decade. This transaction will enable
the businesses of Coyle Hamilton and Willis to offer a significantly
enhanced range of services and resources to our clients. We do not
believe we could have found a more attractive global partner than
Willis which has enjoyed exceptional success and growth in recent
years."
    Ken Mahony, Chief Executive of Willis in the Republic of Ireland,
said: "We have always held the Coyle Hamilton team in the highest
regard and we are very pleased to be joining forces with them. The
creation of Coyle Hamilton Willis is great news for both the new
company's clients and its employees."
    Hugh Governey will lead the new Coyle Hamilton Willis business in
the Republic of Ireland and Jim Halliday, Chief Executive of Willis
Northern Ireland, will lead the combined Northern Ireland business.
Other appointments and detailed management structures will be advised
as soon as these are established as part of the integration process.

    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 80 countries, its global
team of 14,500 Associates serves clients in 180 countries. Willis is
publicly traded on the New York Stock Exchange under the symbol WSH.
Additional information on Willis may be found on its web site:
www.willis.com.

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