FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person *   Towers Watson & Co. 2. Date of Event Requiring Statement (Month/Day/Year) 06/29/2015 3. Issuer Name and Ticker or Trading Symbol WILLIS GROUP HOLDINGS PLC [WSH] (Last) (First) (Middle) 901 N. GLEBE ROAD 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) ARLINGTON, VA 22203 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 0 (1) (2) (3) D (1) (2) (3) Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Towers Watson & Co. 901 N. GLEBE ROAD ARLINGTON, VA 22203	Â	  X	Â	Â

Signatures

/s/ Neil D. Falis, Assistant Secretary of Towers Watson & Co.		07/07/2015
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Towers Watson & Co. ("Towers Watson") is deemed to have beneficial ownership over the 18,423,835 shares of the Issuer held by ValueAct Capital Master Fund, L.P., VA Partners I, LLC, ValueAct Capital Management, L.P., ValueAct Capital Management, LLC, ValueAct Holdings, L.P., and ValueAct Holdings GP, LLC (together, "ValueAct", and such held units, "ValueAct Held Shares"), as a result of entering into a certain Voting Agreement, dated as of June 29, 2015, with ValueAct, pursuant to which, in part, ValueAct agreed to support the transactions contemplated by the Merger Agreement (as defined below) (the "Transactions"), including the Merger (as defined below), by voting all ValueAct Held Shares in favor of the Transactions. ValueAct also agreed not to enter into any voting agreement or voting trust or grant a proxy which is inconsistent with its obligations to vote in favor of the Transactions. (Continued in Footnote 2)
(2)	On June 29, 2015, an Agreement and Plan of Merger (the "Merger Agreement") was entered into by and among Towers Watson, the Issuer and Citadel Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub will merge with and into Towers Watson (the "Merger"), with Towers Watson surviving the Merger as a subsidiary of the Issuer.
(3)	Towers Watson does not have any pecuniary interest in any of the ValueAct Held Shares and beneficial ownership over the ValueAct Held Shares is expressly disclaimed.

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