UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): November 23, 2004

                          Willis Group Holdings Limited
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Bermuda
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

           001-16503                                        98-0352587
- --------------------------------------------------------------------------------
    (Commission File Number)                   (IRS Employer Identification No.)

                            c/o Willis Group Limited
                               Ten Trinity Square
                            London EC3P 3AX, England
- --------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                               (44) (20) 7488-8111
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement. On November 23, 2004, Willis Group Holdings Limited ("WGHL"), Willis Group Services Limited ("WGSL"), TAI Limited and Willis Group Limited entered into an Agreement for Lease ("Agreement") with The British Land Company plc, Formcash Limited, and Union Property Holdings (London) Limited, pursuant to which WGSL will relocate its UK headquarters to the 320,000 square foot, state-of-the-art facility to be built at 51 Lime Street, London and also manage the building. WGHL has the right to enter into subleases under the Agreement. TAI Limited and Willis Group Limited have guaranteed WGSL's obligations under the Agreement. WGHL has the right to terminate the Agreement if certain construction milestones are not met by the agreed-upon target dates. A copy of the Press Release announcing the execution of the Agreement is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release of WGHL dated November 23, 2004

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WILLIS GROUP HOLDINGS LIMITED Date: November 30, 2004 By: /s/ Mary E. Caiazzo ------------------- Name: Mary E. Caiazzo Title: Assistant General Counsel

EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release of WGHL dated November 23, 2004

                                                                    Exhibit 99.1

            Willis Signs Lease for New London Headquarters Building

     LONDON--(BUSINESS WIRE)--Nov. 23, 2004--Joe Plumeri, Chairman and CEO of
Willis Group Holdings, the global insurance broker, today signed the Agreement
for Lease on 51 Lime Street, its new UK headquarters, with long time client
British Land plc.
     The high tech, state-of-the-art facility will be directly across from the
Lloyd's Building in the heart of London's insurance district. Architects are
Foster and Partners, designers of Willis' renowned glass-faced offices in
Ipswich, the British Museum Rotunda and the Glyndebourne Opera House. Demolition
of the site is well advanced, with construction scheduled to commence in early
2005. Willis occupancy is targeted for the second half of 2007.
     In a design that will be an architectural London landmark, Willis will
occupy the 23 story tower, which has approximately 320,000 square feet of usable
office space, and will initially sublet the 120,000 square feet in the low rise
portion of the building. All Willis Associates based at Ten Trinity Square and 1
Camomile Street will move into the new headquarters, to be named the Willis
Building.
     In addition to the latest technology, the building will include a staff
restaurant with an outdoor terrace, an executive dining and board room with
another outdoor terrace, an auditorium for large gatherings, a fitness center, a
day care facility, a training center and retail shops on the ground level to
provide staff amenities - all framed through a dramatic entrance with advanced
security.
     "The Willis Building will be truly iconic, with a fantastic working
environment and the latest technology", said Joe Plumeri. "It meets all our
needs, for today and the future. By bringing all our London-based Associates
together, we will be able to work more efficiently, communicate faster and
reinforce our One Team approach. And, it puts us precisely where we belong - at
the heart of the insurance capital of the world."
     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 13,000 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 Limited
              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