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* Margrett David (Last) (First) (Middle) C/O WILLIS GROUP HOLDINGS LIMITED TEN TRINITY SQUARE (Street) LONDON X0 EC3P 3 AX (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/25/2005	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) Chairman & CEO Global Special.	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 Stock	0	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	11/02/2005	11/02/2014	Common Stock	10,000	35.96	I	Right to buy
Common Stock	11/02/2006	11/02/2014	Common Stock	10,000	35.96	I	Right to buy
Common Stock	11/02/2007	11/02/2014	Common Stock	10,000	35.96	I	Right to buy
Common Stock	11/02/2008	11/02/2014	Common Stock	10,000	35.96	I	Right to buy
Common Stock	11/02/2009	11/02/2014	Common Stock	10,000	35.96	I	Right to buy
Common Stock	01/01/2004	07/01/2013	Common Stock	1,000	30.75	I	By Spouse
Common Stock	01/01/2005	07/01/2013	Common Stock	1,000	30.75	I	By Spouse
Common Stock	01/01/2006	07/01/2013	Common Stock	1,000	30.75	I	By Spouse
Common Stock	01/01/2007	07/01/2013	Common Stock	1,000	30.75	I	By Spouse
Common Stock	01/01/2008	07/01/2013	Common Stock	1,000	30.75	I	By Spouse
Common Stock	01/01/2005	03/19/2014	Common Stock	1,000	38.06	I	By Spouse
Common Stock	01/01/2006	03/19/2014	Common Stock	1,000	38.06	I	By Spouse
Common Stock	01/01/2007	03/19/2014	Common Stock	1,000	38.06	I	By Spouse
Common Stock	01/01/2008	03/19/2014	Common Stock	1,000	38.06	I	By Spouse
Common Stock	01/01/2009	03/19/2014	Common Stock	1,000	38.06	I	By Spouse
Common Stock	02/20/2007	08/19/2007	Common Stock	70	(1)	I	By Spouse
Common Stock	07/01/2005	12/31/2005	Common Stock	197	28.2	I	By Spouse
Common Stock	07/01/2006	12/31/2006	Common Stock	98	30.7	I	By Spouse
Common Stock	08/01/2007	01/31/2008	Common Stock	193	34.68	I	By Spouse

Explanation of Responses:

1. GBP1.00 IS PAYABLE IN TOTAL AT THE TIME OF EXERCISE

	/s/ Michael P Chitty, as attorney-in-fact for David Margrett	01/28/2005
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.