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): April 14, 2005

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

                                     Bermuda
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                 (State or Other Jurisdiction of Incorporation)

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

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

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

                                 Not Applicable
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          (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 8. 01 Other Events On April 14, 2005 Willis Group Holdings Limited issued a press release announcing the closing of the previously announced acquisition by American Wholesale Insurance Group, Inc. of Stewart Smith Group, Willis' U.S. wholesale unit. Terms of the transaction were not disclosed. The press release is attached as Exhibit 99.1 hereto. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release of WGHL dated April 14, 2005.

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: April 14, 2005 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 April 14, 2005

                                                                    Exhibit 99.1

Willis Group Completes Sale of Stewart Smith Group to American Wholesale

    NEW YORK--(BUSINESS WIRE)--April 14, 2005--Willis Group Holdings
(NYSE: WSH), the global insurance broker, and American Wholesale
Insurance Group, Inc (AmWINS), the largest independent wholesale
insurance broker in North America, announced today the closing of the
previously announced acquisition by AmWINS of Stewart Smith Group,
Willis' U.S. wholesale unit. Terms of the transaction were not
disclosed.
    "We are pleased that in American Wholesale we have found a company
and a management team committed to continuing to grow this line of
business," said Joe Plumeri, Willis Group Chairman and CEO. "Our
divesting Stewart Smith is consistent with staying true to our mission
of focusing our attention and resources on growing our core retail
operations."
    "Bringing together Stewart Smith with our existing brokerage
operation makes great sense," said M. Steven DeCarlo, AmWINS President
and Chief Executive Officer. "This transaction continues what we
started almost three years ago - providing solutions exclusively to
retail agents and brokers. The difference now: we have broader
geographic presence, expanded people power, practice teams, and a well
established and trusted trading relationship with brokers across the
country."
    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 over 100 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.
    AmWINS (www.amwins.com) is a wholesale insurance organization
dedicated to serving retail agents throughout the United States by
providing property and casualty, group life and health, program
administration services, and actuarial service capabilities.

    CONTACT: Willis Group Holdings Limited
             Investors:
             Kerry K. Calaiaro, +1-212-837-0880
             calaiaro_ke@willis.com
             or
             Media:
             Dan Prince, +1-212-837-0806
             prince_da@willis.com
             or
             AmWINS
             Gregg Calestini, +1-704-943-2004
             gregg.calestini@amwins.com