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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Hearn Stephen Patrick 		2. Issuer Name and Ticker or Trading Symbol

WILLIS GROUP HOLDINGS PLC [ WSH ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Group Deputy CEO
(Last)          (First)          (Middle)

C/O WILLIS GROUP HOLDINGS PLC, 51 LIME STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/29/2015
(Street)

LONDON, X0 EC3M 7DQ
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Ordinary Shares, nominal value $0.000115 per share   1/29/2015     M    1069   A $23.87   67494   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Sharesave Option (Right to Buy)   (2) $23.87   1/29/2015     M         1069    8/1/2014   2/2/2015   Ordinary Shares, nominal value $0.000115 per share   1069   $0.00   0   D    

Explanation of Responses:
( 1)  Includes an aggregate of 45,823 RSUs, which represent the right to receive ordinary shares, par value $0.000115 per share, of the Issuer, subject to the satisfaction of vesting requirements.
( 2)  This option was granted to Mr. Hearn pursuant to the 2001 Sharesave Plan (the "Sharesave Plan") on June 25, 2009. With limited exceptions, the 2001 Sharesave Plan was generally made available to all employees and eligible employees were invited to enter into savings contracts under which they agree to have amounts ranging from GBP5 to GBP250 deducted from their net salary each month. These sums are held within special savings accounts operated by Yorkshire Building Society, an appointed independent savings carrier. At the end of the five-year savings period, the participants can decide to exercise their options. If the participant decides they want to exercise their options they must do so within six months from the maturity of the savings contract.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hearn Stephen Patrick
C/O WILLIS GROUP HOLDINGS PLC
51 LIME STREET
LONDON, X0 EC3M 7DQ

Group Deputy CEO

Signatures
/s/ Stephen Hearn by Cindy Hanna, Attorney-in-Fact (power of attorney previously filed) 1/30/2015
** 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 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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