Sec Form 4 Filing - GOLKIN PERRY @ WILLIS GROUP HOLDINGS LTD - 2007-02-19

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GOLKIN PERRY 2. Issuer Name and Ticker or Trading Symbol WILLIS GROUP HOLDINGS LTD [ WSH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WILLIS GROUP HOLDINGS LIMITED, TEN TRINITY SQUARE 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2007 (Street) LONDON, X0EC3P3AX 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Phantom Units ( 1 ) 02/19/2007( 2 ) A 65.97 ( 3 ) ( 3 ) Common Shares 65.97 $ 39.738 11,222.87 D Phantom Units ( 1 ) 02/19/2007( 2 ) A 579.89 ( 3 ) ( 3 ) Common Shares 579.89 $ 40.956 11,802.76 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOLKIN PERRY C/O WILLIS GROUP HOLDINGS LIMITED TEN TRINITY SQUARE LONDON, X0EC3P3AX X Signatures /s/ Michael P. Chitty, as attorney-in-fact for Perry Golkin 02/19/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Phantom Stock units convert to common shares on a one-for-one basis. ( 2 )The transaction date is the date on which the units were allocated to the reporting person's account under the Willis Group Holdings Limited Non-Employee Director's Deferred Compensation Plan. ( 3 )These phantom units were issued under the Willis Group Holdings Limited Non-Employee Directors Deferred Compensation Plan, and become payable, in common stock, at the election of the reporting person following his termination of service as a director.

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 4(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.
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