Sec Form 4 Filing - Crowley Michael F @ WILLIS GROUP HOLDINGS LTD - 2008-11-03

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 Crowley Michael F 2. Issuer Name and Ticker or Trading Symbol WILLIS GROUP HOLDINGS LTD [ WSH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, Willis HRH (Last) (First) (Middle) C/O WILLIS GROUP HOLDINGS LIMITED, 51 LIME STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/03/2008 (Street) LONDON, X0EC3M 7DQ 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 COMMON ( 1 ) $ 25.79 11/03/2008 A 50,000 11/03/2011 11/03/2015 COMMON 50,000 $ 25.79 50,000 I Right to acquire COMMON $ 22.79 10/01/2008 02/07/2012 COMMON 7,255 7,255 I Right to acquire COMMON $ 27.12 10/01/2008 02/16/2013 COMMON 34,824 34,824 I Right to acquire COMMON $ 29.41 10/01/2008 02/12/2014 COMMON 17,412 17,412 I Right to acquire COMMON $ 22.43 10/01/2008 02/11/2015 COMMON 17,412 17,412 I Right to acquire COMMON $ 21.51 10/01/2008 05/23/2015 COMMON 8,706 8,706 I Right to acquire

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Crowley Michael F C/O WILLIS GROUP HOLDINGS LIMITED 51 LIME STREET LONDON, X0EC3M 7DQ President, Willis HRH Signatures /s/ Shaun K Bryant as Attorney for Michael F Crowley 11/03/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Option granted on November 3, 2008 over 50,000 shares at an exercise price of $25.79. Shares subject to the Option become Earned Performance Shares in equal tranches subject to the achievement of financial performance targets in respect of 2008, 2009 and 2010, and such Earned Performance Shares become exercisable 50% on the 3rd anniversary, 25% on the 4th anniversary and 25% on the 5th anniversary.

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).

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