<Page>


    As filed with the Securities and Exchange Commission on December 19, 2001
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
                         WATSON WYATT & COMPANY HOLDINGS
             (Exact Name of Registrant as Specified in its Charter)


<Table>
<Caption>

<S>                                           <C>                                  <C>
            DELAWARE                          1717 H STREET, N.W.                  52-2211537
(State or Other Jurisdiction of              WASHINGTON, D.C. 20006              (I.R.S. Employer
 Incorporation or Organization)       (Address of Principal Executive Offices   Identification No.)
                                               Including Zip Code)

</Table>
                            ------------------------

   WATSON WYATT & COMPANY HOLDINGS COMPENSATION PROGRAM FOR OUTSIDE DIRECTORS
                            (Full Title of the Plan)
                            ------------------------

     WALTER W. BARDENWERPER                                COPIES TO:
         HONG L. NGUYEN                              RONALD O. MUELLER, ESQ.
WATSON WYATT & COMPANY HOLDINGS                    GIBSON, DUNN & CRUTCHER LLP
      1717 H STREET, N.W.                          1050 CONNECTICUT AVENUE, N.W.
    WASHINGTON, D.C. 20006                            WASHINGTON, D.C. 20036
                                                          (202) 955-8500

                     (Name and Address of Agent For Service)
                            ------------------------
                                 (202) 715-7000
          (Telephone Number, Including Area Code, of Agent For Service)
                            ------------------------
                         CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
--------------------------------------------------------------------------------------------------------------------------
                                                        PROPOSED MAXIMUM         PROPOSED MAXIMUM
    TITLE OF SECURITIES           AMOUNT TO BE           OFFERING PRICE              AGGREGATE               AMOUNT OF
     TO BE REGISTERED              REGISTERED               PER SHARE             OFFERING PRICE          REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                           <C>                   <C>                       <C>
 CLASS A COMMON STOCK, PAR      43,894 SHARES                  N/A                  $950,744.04               $227.23
 VALUE $0.01 PER SHARE(1)
--------------------------------------------------------------------------------------------------------------------------
 CLASS A COMMON STOCK, PAR      6,106 SHARES                   N/A                  $132,255.96                $31.61
 VALUE $0.01 PER SHARE(2)
--------------------------------------------------------------------------------------------------------------------------
TOTAL                           50,000 SHARES(3)               N/A                  $1,083,000                  $259
--------------------------------------------------------------------------------------------------------------------------
</Table>


<Page>


(1)   The registration fee has been calculated pursuant to Rule 457(h)(1) and
      Rule 457(c) of the Securities Act of 1933 based on the average of the high
      and low prices of the common stock of Watson Wyatt & Company Holdings on
      the New York Stock Exchange on December 17, 2001, which was $21.66.
      Pursuant to Instruction C of Form S-8, this registration statement
      includes a reoffer prospectus that may be used with respect to shares
      issued in the future under the Watson Wyatt & Company Holdings
      Compensation Program for Outside Directors. Pursuant to the first sentence
      of Rule 457(h)(3), no additional filing fee is due with respect to the
      shares which may be offered for resale.

(2)   Pursuant to Instruction C of Form S-8, this registration statement also
      may be used for reoffers of restricted securities issued prior to the
      filing of this registration statement under the Watson Wyatt & Company
      Holdings Compensation Program for Outside Directors. The registration fee
      has been calculated pursuant to Rule 457(h)(3) and Rule 457(c) of the
      Securities Act of 1933 based on the average of the high and low prices of
      the common stock of Watson Wyatt & Company Holdings on the New York Stock
      Exchange on December 17, 2001, which was $21.66.

(3)   Pursuant to Rule 416(a), this registration statement also registers such
      number of additional securities that may be offered or issued pursuant to
      the terms of the Watson Wyatt & Company Holdings Compensation Program for
      Outside Directors, which provides for a change in the amount or type of
      securities being offered or issued to prevent dilution as a result of
      stock splits, stock dividends or similar transactions.


<Page>


EXPLANATORY NOTE

         This registration statement registers shares of Class A common stock,
par value $0.01 per share, of Watson Wyatt & Company Holdings (the "Company")
issuable under the Watson Wyatt & Company Holdings Compensation Program for
Outside Directors (the "Program"). This registration statement also covers the
possible resale from time to time in the future of shares which may be issued
under the Program after the date this registration statement was first filed
with the Securities and Exchange Commission (the "Commission") and of shares
issued under the Program prior to the date this registration statement was first
filed with the Commission.

         This registration statement contains two parts. The first part contains
a prospectus prepared in accordance with Part I of Form S-3 (in accordance with
Instruction C of the General Instructions to Form S-8), which covers reoffers
and resales of shares of our Class A common stock issued or issuable in the
future pursuant to the Program. The second part contains information required in
the registration statement pursuant to Part II of Form S-8. Pursuant to the Note
to Part I of Form S-8, the Program information specified in Part I of Form S-8
is not being filed with the Commission.

         The Company will provide without charge to any person, upon written or
oral request, a copy of each document incorporated by reference in Item 3 of
Part II of this registration statement (which documents are incorporated by
reference in the Section 10(a) prospectus as set forth in Form S-8), other
documents required to be delivered to eligible plan participants pursuant to
Rule 428(b) of the Securities Act of 1933, as amended (the "Securities Act") or
additional information about the Program. Requests should be directed to Watson
Wyatt & Company Holdings, 1717 H Street, N.W., Washington, D.C. 20005,
Attention: Corporate Secretary, telephone (202) 715-7000.







<Page>




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information required by Part I of Form S-8
will be sent or given to participants of the Plan as specified by Rule 428 under
the Securities Act. In accordance with Rule 428 and the requirements of Part I
of Form S-8, such documents are not being filed with the Commission either as
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. The Company will maintain a file
of such documents in accordance with the provisions of Rule 428. Upon request,
the Company will furnish to the Commission or its staff a copy or copies of all
documents included in that file.



<Page>


                         WATSON WYATT & COMPANY HOLDINGS

                      50,000 SHARES OF CLASS A COMMON STOCK

                          ISSUED OR ISSUABLE UNDER THE

   WATSON WYATT & COMPANY HOLDINGS COMPENSATION PROGRAM FOR OUTSIDE DIRECTORS

                       ----------------------------------

                               REOFFER PROSPECTUS

                       ----------------------------------

         This prospectus relates to up to 50,000 shares of our Class A common
stock, par value $0.01 per share, which may in the future be offered and sold
from time to time by participants who have acquired such shares pursuant to the
Watson Wyatt & Company Holdings Compensation Program for Outside Directors (the
"Program"). If participants in the future elect to sell shares under this
prospectus, we will provide and file with the Securities and Exchange Commission
a prospectus supplement that will identify the selling stockholders and contain
specific information about the terms of that offering.

         We will not receive any of the proceeds from any sale of the shares.

         Our common stock is listed on the New York Stock Exchange under the
symbol "WW." On December 17, 2001, the closing sale price of our common stock on
the New York Stock Exchange was $21.85 per share.

         Our principal executive offices are located at 1717 H Street, N.W.,
Washington, D.C. 20006, and our telephone number is (202) 715-7000.

         INVESTING IN OUR COMMON STOCK INVOLVES A DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS FOR A DESCRIPTION OF FACTORS TO
BE CONSIDERED BY INVESTORS BEFORE PURCHASING ANY OF THE SECURITIES BEING OFFERED
BY THIS PROSPECTUS.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE DISCLOSURES IN THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this prospectus is December 17, 2001.



<Page>



         YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR
ANY SUPPLEMENT. NO ONE IS AUTHORIZED TO PROVIDE YOU WITH INFORMATION DIFFERENT
FROM THAT WHICH IS CONTAINED IN OR INCORPORATED BY REFERENCE INTO THIS
PROSPECTUS. SHARES OF COMMON STOCK ARE BEING OFFERED AND SOLD ONLY IN
JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN
THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS
OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF THE COMMON STOCK.

                                TABLE OF CONTENTS

Where You Can Find More Information.......................................... 2
Incorporation of Certain Documents By Reference.............................. 2
Forward-Looking Statements................................................... 3
The Company.................................................................. 4
Risk Factors................................................................. 5
Use of Proceeds..............................................................11
Selling Stockholders.........................................................11
Plan of Distribution.........................................................12
Legal Matters................................................................12
Experts......................................................................13

                       WHERE YOU CAN FIND MORE INFORMATION

         This prospectus is part of a registration statement we have filed with
the Securities and Exchange Commission (the "Commission"). This prospectus does
not contain all of the information set forth or incorporated by reference in the
registration statement and the exhibits thereto. For further information with
respect to us and the common stock offered hereby, reference is made to the
registration statement and the exhibits thereto. Statements contained in this
prospectus regarding the contents of any contract or any other document to which
reference is made are not necessarily complete, and, in each instance where a
copy of such contract or other document has been filed as an exhibit to the
registration statement, reference is made to the copy so filed, each such
statement being qualified in all respects by such reference.

         In addition, we file reports, proxy statements and other information
with the Commission under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). You may read and copy this information at the following
Commission locations:

<Table>
<Caption>

       <S>                                <C>                                  <C>
       Public Reference Room              Northeast Regional Office            Chicago Regional Office
       450 Fifth Street, N.W.         Wayne M. Carlin, Regional Director           Citicorp Center
             Room 1024                   c/o Division of Enforcement           500 West Madison Street
    Washington, D.C. 20549-0801             450 Fifth Street, N.W.           Chicago, Illinois 60661-2551
                                         Washington, D.C. 20549-0801
</Table>

         You may also obtain copies of this information by mail from the
Commission's Public Reference Room, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at rates determined by the Commission. You may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. You can also inspect reports, proxy statements and
other information that we have filed electronically with the SEC at the SEC's
web site at http://www.sec.gov. Our web site is at www.watsonwyatt.com. The
information contained on our web site is not incorporated in this prospectus.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Commission allows us to "incorporate by reference" information into
this prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the Commission. The
information incorporated by reference is considered to be a part of this
prospectus. Information that we file later with the Commission and that is
incorporated by reference in this prospectus will automatically update and
supercede information contained in this prospectus.

                                       2

<Page>

         The following documents previously filed with the Commission are hereby
incorporated by reference into this prospectus:

         1.   The description of our shares of Class A common stock, par value
              $0.01 per share, contained in our Registration Statement on Form
              S-3, SEC File No. 333-94973, as amended, under the caption of
              "Description of Capital Stock, Certificate of Incorporation and
              Bylaws", which in turn is incorporated by reference in our Form
              8-A, filed October 4, 2000 (SEC file number 001-16159) pursuant
              to Section 12 of the Exchange Act, together with all amendments
              and reports filed with the Commission for the purposes of
              updating that description.

         2.   Our Annual Report on Form 10-K for the fiscal year ended June 30,
              2001, filed with the Commission on August 20, 2001.

         3.   Our Definitive Proxy Statement dated October 5, 2001.

         4.   Our Quarterly Report on Form 10-Q for the three months ended
              September 30, 2001, filed on November 9, 2001.

         We also incorporate by reference all documents that we file pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
prospectus. These documents include periodic reports, such as Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and
amendments to any of the foregoing documents, provided, however, that nothing in
this prospectus shall be deemed to incorporate information furnished but not
filed with the Commission pursuant to Item 9 of Form 8-K.

         Documents incorporated by reference are available from us without
charge, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference as an exhibit in this prospectus. You can
obtain documents incorporated by reference in this prospectus by requesting them
in writing or by telephone from us at Watson Wyatt & Company Holdings, 1717 H
Street, N.W., Washington, D.C. 20006, Attention: Corporate Secretary, telephone
(202) 715-7000.

                           FORWARD-LOOKING STATEMENTS

         This prospectus and the documents incorporated by reference into this
prospectus contain statements that are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. In some cases,
you can identify these statements and other forward-looking statements in this
filing by words such as "may," "will," "expect," "anticipate," "believe,"
"estimate," "plan," "intend," "continue," or similar words. These statements are
based on assumptions that may not come true, and actual results may differ,
perhaps materially, from those set forth in the forward-looking statements. The
section of this prospectus captioned "Risk Factors," as well as any cautionary
language included or incorporated by reference in this prospectus, provide
examples of risks, uncertainties, and events that may cause our actual results
to differ materially from the results reflected in these forward-looking
statements. Such factors include, but are not limited to our dependence on
continuing to recruit and retain highly qualified associates, possible adverse
outcomes of litigation, the risk of a significant decrease in the demand for the
consulting services we offer as a result of changing economic conditions or
other factors, possible adverse consequences from actions by competitors
offering human resources consulting services, including public accounting and
consulting firms, technology consulting firms and internet/intranet development
firms, and from regulatory, legislative and technological developments that may
affect the demand for or costs of our services, as well as other factors
discussed under "Risk Factors." All forward-looking disclosure is speculative by
its nature.


                                       3
<Page>


                                   THE COMPANY


         Founded in 1946, Watson Wyatt is a global human capital consulting
firm. We operate from 62 offices in 18 countries throughout North America,
Asia-Pacific and Latin America. We also operate through our affiliates in
Europe. Together with our principal affiliates, Watson Wyatt Partners and Watson
Wyatt Holdings (Europe) Limited, we operate from 87 offices in 29 countries
under the name Watson Wyatt Worldwide. We help our clients enhance business
performance by improving their ability to attract, retain and motivate qualified
employees. We design, develop and implement human resources strategies and
programs through our closely related practice areas, the Benefits Group, eHR(TM)
Group and the Human Capital Group. We also offer our clients technologies that
transform the way they implement and deliver HR programs and improve
communications with their employees.

         We provide human capital consulting services to many of the world's
largest corporations as well as emerging growth companies, public institutions
and non-profit organizations. Many of our client relationships have existed
continuously over several decades.

         The growing demand for employee benefits and human capital consulting
services is directly related to the size, complexity and rapid change associated
with human resources programs. Employee salary and benefits costs represent a
significant component of worldwide corporate spending. In recent years, several
industry trends have emerged that have increased the demand for our services,
including:

         o    growing strategic importance of human capital;

         o    a technology revolution in HR programs as the internet, intranets
              and other e-business tools enable companies to manage their HR
              functions more efficiently and effectively;

         o    changing workforce demographics, such as an unprecedented aging
              of the workforce;

         o    growing importance of employer-sponsored benefits programs due to
              limited baby boomer retirement savings, uncertainty of
              government-sponsored programs, and rising healthcare costs;

         o    significant levels of global mergers and acquisitions that
              require the integration of diverse corporate cultures and HR
              programs quickly and effectively;

         o    continuing globalization of economies, which requires
              corporations to retain human capital consultants with global
              resources and local expertise;

         o    complex and changing government regulation of employee benefits
              programs; and

         o    increasing challenges for employers seeking to balance human
              resources and cost considerations in varying economic conditions.




                                       4
<Page>


                                  RISK FACTORS

         Investing in our common stock involves a high degree of risk. You
should carefully consider the following risk factors and all other information
contained in this prospectus before purchasing our common stock. The risks and
uncertainties described below are not the only ones facing us. Additional risks
and uncertainties that we are unaware of, or that we currently deem immaterial,
also may become important facts that affect us.

         If any of the following risks occur, our business, financial condition
or results of operations could be materially and adversely affected. In that
case, the trading price of our common stock could decline, and you may lose some
or all of your investment.

WE MUST CONTINUE TO RECRUIT AND RETAIN QUALIFIED CONSULTANTS; OUR FAILURE TO DO
SO COULD ADVERSELY AFFECT OUR ABILITY TO COMPETE SUCCESSFULLY.

         Our continued success and future growth depend heavily upon our ability
to attract and retain enough highly skilled and motivated consultants. We must
meet these human capital requirements if we are to deliver our sophisticated and
technical services to our clients. We compete against many companies with
greater financial resources both within our industry and in other industries to
attract these qualified individuals. Our failure to recruit and retain adequate
talent could reduce our competitive strength and lead to a deterioration of our
business.

         This competition for personnel may adversely affect our profitability.
We can give no assurance that we will be able to generate sufficient revenue to
offset any additional personnel costs. We also cannot guarantee that we will be
successful in hiring enough consultants to continue our growth.

CHANGES IN OUR COMPENSATION PROGRAMS COULD IMPAIR OUR ABILITY TO RETAIN
CONSULTANTS.

         Historically, our compensation programs have been principally cash
based. We changed our compensation programs upon completion of our initial
public offering by introducing stock options and discontinuing the payment of
supplemental bonuses under our former stock incentive bonus plan. In November
2001, our stockholders approved our creation of an employee stock purchase plan
and a restricted stock program for senior associates. These changes may
adversely affect our ability to retain our consultants if our total compensation
program is not perceived by our consultants to be competitive with those of
other firms.

WE DEPEND ON OUR ASSOCIATES; THE LOSS OF KEY CONSULTANTS AND MANAGERS COULD
DAMAGE OR RESULT IN THE LOSS OF CLIENT RELATIONSHIPS AND ADVERSELY AFFECT OUR
BUSINESS.

         Our success largely depends upon the business generation capabilities
and project execution skills of our consultants. In particular, our consultants'
personal relationships with our clients are a critical element of obtaining and
maintaining client engagements. Losing consultants and account managers who
manage substantial client relationships or possess substantial experience or
expertise could adversely affect our ability to secure and complete engagements,
which would adversely affect our results of operations.

         In addition, if any of our key consultants were to join an existing
competitor or form a competing company, some of our clients could choose to use
the services of that competitor instead of our services. Clients or other
companies seeking to develop in-house services similar to ours also could hire
our key consultants. Such hiring would not only result in our loss of key
consultants but also could result in the loss of a client relationship or a new
business opportunity.

COMPETITION COULD RESULT IN LOSS OF OUR MARKET SHARE THAT COULD REDUCE OUR
PROFITABILITY.

         The markets for our principal services are highly competitive. Our
competitors currently include other human resources consulting and actuarial
firms, as well as the human resources consulting divisions of some public
accounting, consulting and insurance firms. Several of our competitors have
greater financial, technical, and marketing resources than we have, which could
enhance their ability to respond more quickly to technological changes, finance
acquisitions and fund internal growth. Also, the consulting practices of the
large international



                                       5
<Page>

accounting firms, or other competitors who have a larger presence than we do in
particular markets, gain marketing advantages from their greater name
recognition.

         Our current and potential competitors have established or may establish
cooperative relationships among themselves or with third parties to increase
their ability to address client needs. New competitors or alliances among
competitors could emerge and gain significant market share. In addition, some of
our competitors may have or may develop a lower cost structure or superior
services that gain greater market acceptance than the services that we offer or
develop.

CLIENTS' CRITERIA FOR SELECTING CONSULTANTS MAY CHANGE.

         The ability to tailor services to clients' particular needs
traditionally has been a key selection criterion among buyers of consulting
services in our core businesses. However, these buyers' selection criteria may
change and price could become a more significant factor, thereby adversely
affecting our operating results.

DEMAND FOR OUR SERVICES MAY DECREASE FOR VARIOUS REASONS, INCLUDING A GENERAL
ECONOMIC DOWNTURN OR A DECLINE IN A CLIENT'S OR AN INDUSTRY'S FINANCIAL
CONDITION, THAT COULD ADVERSELY AFFECT OUR OPERATING RESULTS.

         We can give no assurance that the demand for our services will continue
to grow or that we will compete successfully with our existing competitors, new
competitors or our clients' internal capabilities. Some of our clients may
decide to develop or use their internal resources to satisfy their needs for
some or all of the services that we provide. Our clients' demand for our
services also may change based on their own needs and financial conditions. When
economic downturns affect particular clients or industry groups, they frequently
reduce their budgets for outside consultants, which could reduce the demand for
our services and increase price competition.

         In addition, the demand for many of our core benefits services is
affected by government regulation and taxation of employee benefits plans. This
regulation and taxation drive our clients' needs for compliance-related
services. Significant changes in tax or social welfare policy or regulations
could lead some employers to discontinue their employee benefit plans, thereby
reducing the demand for our services. A simplification of regulations or tax
policy also could reduce the need for our services.

OUR CLIENTS GENERALLY MAY TERMINATE OUR SERVICES AT ANY TIME, WHICH COULD
DECREASE ASSOCIATE UTILIZATION.

         Our clients generally may terminate our engagements at any time. If a
client reduces the scope of or terminates the use of our services with little or
no notice, our associate utilization will decline. In such cases, we must
rapidly redeploy our associates to other engagements in order to minimize the
potential negative impact on our financial performance. In addition, because
much of our work is project based rather than recurring in nature, our
associates' utilization depends on our ability to continually secure additional
engagements.

MANY OF OUR ENGAGEMENTS, PARTICULARLY LONG-STANDING RELATIONSHIPS AND
ENGAGEMENTS INVOLVING STANDARD ANNUAL ACTIVITIES, ARE NOT BASED ON WRITTEN
AGREEMENTS, WHICH COULD RESULT IN DISPUTES WITH OUR CLIENTS.

         Many of our engagements, including the majority of those involving
long-standing relationships or standard annual activities such as actuarial
valuations, are not based on formal written agreements. In such cases, there is
a greater risk of misunderstandings with our clients concerning the scope and
terms of our engagement and our liability for unsatisfactory performance.
Disputes could damage our client relationships and result in unanticipated costs
and loss of revenue that could adversely affect our results of operations.

OUR FIXED FEE ENGAGEMENTS COULD HURT OUR FINANCIAL RESULTS IF NOT PROPERLY
MANAGED.

         We enter into some of our engagements on a negotiated fixed-fee basis.
If we do not properly negotiate the price and manage the performance of these
engagements we might incur losses on individual engagements and our overall
financial results would be adversely affected.



                                       6
<Page>

WE ARE SUBJECT TO MALPRACTICE CLAIMS ARISING FROM OUR WORK, WHICH COULD
ADVERSELY AFFECT OUR REPUTATION AND BUSINESS.

         Professional service providers, including those in the human resources
consulting industry, are increasingly subject to claims from their clients.
Clients and third parties who are dissatisfied with our services or who claim to
suffer damages caused by our services have brought and may bring lawsuits
against us. The nature of our work, especially our actuarial services, involves
assumptions and estimates concerning future events, the actual outcome of which
we cannot know with certainty in advance. In addition, we could make
computational, software programming, or data management errors.

         Clients have sought and may seek to hold us responsible for the
financial consequences of these errors or variances. Given that we frequently
work with large pension funds, relatively small percentage errors or variances
could create significant dollar variances and claims for unfunded liabilities.
In most cases, our exposure to liability on a particular engagement is
substantially greater than the profit opportunity that the engagement generates
for us. For example, possible claims might include:

         o    a client's assertion that actuarial assumptions used in a pension
              plan were unreasonable, leading to plan underfunding;

         o    a claim arising out of the use of inaccurate data, which could
              lead to an underestimation of plan liabilities; and

         o    a claim that employee benefit plan documents were misinterpreted
              or plan amendments were misstated in plan documents, leading to
              overpayments to beneficiaries.

         Defending lawsuits arising out of any of our services has required and
could require substantial amounts of management attention, which could affect
their focus on operations, could adversely affect our financial performance and
could result in increased insurance costs. In addition to defense costs and
liability exposure, malpractice claims may produce negative publicity that could
hurt our reputation and business. For a discussion of significant legal
proceedings, please refer to "Legal Proceedings" in our Form 10-K and Forms
10-Q, which are incorporated by reference herein.

OUR QUARTERLY REVENUES MAY FLUCTUATE WHILE OUR EXPENSES ARE RELATIVELY FIXED.

         Quarterly variations in our revenues and operating results occur as a
result of a number of factors, such as:

         o    the significance of client engagements commenced and completed
              during a quarter; the seasonality of some specific types of
              services; in particular, retirement revenues are more heavily
              weighted toward the second half of the fiscal year when annual
              actuarial valuations are required to be completed for calendar
              year end companies and the related services are performed. In the
              eHR(TM) Group, the distribution of work is concentrated at the
              end of the first fiscal quarter and through the second fiscal
              quarter as there is demand from our clients for assistance in
              updating systems and programs used in the annual re-enrollment of
              employees in benefit plans, such as flex plans. Much of the
              remaining business is project oriented and is thus influenced
              more by particular client needs and the availability of our
              workforce;

         o    the number of business days in a quarter, associate hiring and
              utilization rates, the clients' ability to terminate engagements
              without penalty;

         o    the size and scope of assignments;

         o    the level of vacation and holidays taken by our associates; and

         o    general economic conditions.


                                       7
<Page>

         The majority of our total operating expenses are relatively fixed,
encompassing the majority of occupancy, communications and other expenses,
general and administrative expenses, depreciation and amortization, and salaries
and employee benefits excluding fiscal year-end incentive bonuses. Therefore, a
variation in the number of client assignments or the timing of the initiation or
the completion of client assignments can cause significant variations in
quarterly operating results and could result in losses. Increases in the number
of professional personnel that are not followed by corresponding increases in
revenues could materially and adversely affect our operating results.

WE DEPEND ON WATSON WYATT PARTNERS FOR OUR BRAND IN THE EUROPEAN MARKET AND
COULD LOSE OUR POSITION IN EUROPE IF OUR ALLIANCE AGREEMENTS WERE TO TERMINATE.

         Since 1995 we have marketed our services globally with Watson Wyatt
Partners as Watson Wyatt Worldwide. Under our alliance agreements with Watson
Wyatt Partners:

         o    we operate in North America, Latin America and Asia-Pacific;

         o    Watson Wyatt Partners operates in the United Kingdom and Ireland;

         o    Watson Wyatt Holdings (Europe) Limited, of which we own a 25%
              minority interest, operates in continental Europe.

         The alliance agreements with Watson Wyatt Partners generally restrict
each party's ability to enter into each other's geographic markets. If the
alliance agreements were to terminate, we could lose our position in Europe,
which could interrupt our global development and impair our ability to deliver
services seamlessly to clients throughout the world.

TERMINATION OF OUR RELATIONSHIP WITH WATSON WYATT PARTNERS COULD RESULT IN A
NAME CHANGE.

         The alliance agreements set forth the rights we or Watson Wyatt
Partners have to buy each other out of our respective interests in each other's
firm and in Watson Wyatt Holdings (Europe) Limited in the event either of us
becomes affiliated with a competitor. A termination of our alliance with Watson
Wyatt Partners could precipitate a name change, which could result in confusion
in our markets.

OUR INTERNATIONAL OPERATIONS PRESENT SPECIAL RISKS THAT COULD NEGATIVELY AFFECT
OUR BUSINESS.

         We conduct a portion of our business from offices outside the United
States. This subjects us to foreign financial and business risks, which could
arise in the event of:

         o    unusual currency exchange rate fluctuations;

         o    unexpected increases in taxes;

         o    new regulatory requirements and/or changes in policies and local
              laws that materially affect the demand for our services or
              directly affect our foreign operations;

         o    unusual and unexpected monetary exchange controls;

         o    the impact of unusually severe or protracted recessions in
              foreign economies; or

         o    civil disturbance or other catastrophic events that reduce
              business activity in other parts of the world.

         Any of these factors could have an adverse effect on our results of
operations.


                                       8
<Page>

OPERATIONAL READINESS OF OUR GLOBAL ADMINISTRATIVE INFRASTRUCTURE MIGHT NOT BE
AS COMPLETE AS REQUIRED TO MANAGE INTERNATIONAL OPERATIONS EFFECTIVELY.

         The management of geographically dispersed operations requires
substantial management resources, resulting in significant ongoing expense. We
have not fully integrated all of our global operations from an administrative
and reporting standpoint. We are developing and implementing additional systems
and management reporting to help us manage our global operations, but we cannot
predict when these systems will be fully operational or how successful they will
be.

OUR BUSINESS FACES RAPID TECHNOLOGICAL CHANGE AND OUR FAILURE TO RESPOND TO THIS
CHANGE QUICKLY COULD ADVERSELY AFFECT OUR BUSINESS.

         Increasingly, to remain competitive in our practice areas, we must
identify and offer the most current technologies and methodologies. This is
particularly true of our eHR(TM) Group in which our success largely depends upon
our ability to quickly absorb and apply technological advances in both generic
applications and, particularly, those which are specifically required to deliver
employee benefits services. In some cases, significant technology choices and
investments are required. If we do not respond correctly, quickly, or in a
cost-effective manner, our business and operating results might be harmed.

         The effort to gain technological expertise and develop new technologies
in our business requires us to incur significant expenses and, in some cases, to
implement them globally. If we cannot offer new technologies as quickly or
effectively as our competitors, we could lose market share. We also could lose
market share if our competitors develop more cost-effective technologies than we
offer or develop.

OUR EHR(TM) GROUP HAS PROJECT-RELATED RISKS THAT COULD ADVERSELY AFFECT OUR
FINANCIAL RESULTS.

         Our eHR(TM) Group develops and implements computer software and systems
for clients. In securing or carrying out these engagements, we may encounter
inadequate project scope definitions, unforeseen technological and systems
integration problems, unanticipated costs, failures to meet contractual
performance objectives, and other business risks. If we are not successful in
defining, pricing and executing these assignments as planned, we may incur
financial losses.

LIMITED PROTECTION OF OUR PROPRIETARY EXPERTISE, METHODOLOGIES AND SOFTWARE
COULD HARM OUR BUSINESS.

         We cannot guarantee that trade secret, trademark, and copyright law
protections are adequate to deter misappropriation of our confidential
information. Moreover, we may be unable to detect the unauthorized use of our
intellectual property and take the necessary steps to enforce our rights. If
associates or third parties misappropriate our proprietary information, our
business could be harmed. Redressing infringements also may consume significant
management time and financial resources.

OUR CURRENT ASSOCIATES OWN A SUBSTANTIAL AMOUNT OF OUR STOCK, AND THEIR
INTERESTS MAY DIFFER FROM THOSE OF OTHER STOCKHOLDERS.

         Our current associates owned approximately 59% of our outstanding
capital stock as of October 15, 2001. As a result, our associates may elect
the board of directors and determine the outcome of any proposed corporate
transaction or other matter submitted to stockholders for their vote. Our
associates' interests in these matters might differ from those of our
non-associate stockholders.

CHANGE IN ASSOCIATE OWNERSHIP COULD ADVERSELY AFFECT OUR FIRM CULTURE.

         Historically, we have been predominantly owned by our associates. As
owners, our associates have traditionally been able to influence the direction
of the firm, which promotes an entrepreneurial spirit and motivates individual
performance. The class B-1 stock owned by our associates had a transfer
restriction that expired in October 2001, and the class B-2 stock own by our
associates has a transfer restriction that will expire in October 2002. When the
transfer restriction on the class B-2 stock expires and our associates' stock
becomes transferable,


                                       9
<Page>

associate ownership may decline. A decline in associate ownership and an
increase in non-associate influence could lower morale that could, in turn,
adversely affect our business operations.

WE HAVE VARIOUS MECHANISMS IN PLACE THAT MAY PREVENT A CHANGE IN CONTROL THAT A
STOCKHOLDER MIGHT FAVOR.

         Our certificate of incorporation and bylaws contain provisions that
might discourage, delay or prevent a change in control that a stockholder might
favor. Our certificate of incorporation and/or bylaws:

         o    authorize the issuance of preferred stock without fixed
              characteristics that could be issued by our board of directors to
              increase the number of outstanding shares and deter a takeover
              attempt;

         o    classify our board of directors with staggered, three-year terms,
              which may lengthen the time required to gain control of our board
              of directors;

         o    provide that only the president or our board may call a special
              meeting of stockholders;

         o    prohibit stockholder action by written consent, which requires
              all actions to be taken at a meeting of the stockholders;

         o    provide that vacancies on our board of directors, including new
              directorships, may be filled only by the directors then in
              office;

         o    require super-majority voting for the stockholders to amend our
              bylaws, the classified board and other provisions of our
              certificate of incorporation; and

         o    prohibit a stockholder from presenting a proposal or director
              nomination at an annual meeting unless the stockholder provides
              us with sufficient advance notice.

THE MARKET PRICE OF OUR COMMON STOCK HAS BEEN AND MAY CONTINUE TO BE VOLATILE,
AND THE VALUE OF YOUR INVESTMENT MAY DECLINE.

         The market price of our common stock has been volatile since our
October 2000 initial public offering and may continue to be volatile. This
volatility may cause wide fluctuations in the price of our common stock on the
New York Stock Exchange. The market price is likely to be affected by:

         o    changes in general conditions in the economy or the financial
              markets;

         o    variations in our quarterly operating results;

         o    changes in financial estimates by securities analysts;

         o    other developments affecting us, our industry, customers or
              competitors;

         o    the operating and stock price performance of companies that
              investors deem comparable to us; and

         o    the number of shares available for resale in the public markets
              under applicable securities laws.

The entire stock market has experienced significant volatility in recent months.
This volatility has had a significant effect on the market prices of securities
issued by many companies for reasons unrelated to their financial performances.


                                       10
<Page>


                                 USE OF PROCEEDS

         Any selling stockholder who elects to offer shares of our Class A
common stock pursuant to this prospectus will receive the proceeds from any sale
of those shares. We will not receive any proceeds from the sale of shares under
this prospectus.


                              SELLING STOCKHOLDERS

         We are registering the shares on behalf of Program participants who may
elect in the future to sell stock received under the Program. This prospectus
covers the possible resale from time to time in the future of shares which may
be issued under the Program after the date this prospectus was first filed with
the Commission and of shares issued under the Program prior to the date this
prospectus was first filed with the Commission. Any selling stockholder will act
independently of us in making decisions with respect to the timing, manner, and
size of each sale of the shares. Accordingly, we cannot presently determine the
identities of the selling stockholders or estimate the amount of common stock
that will be held by the selling stockholders upon consummation of any sales. If
any person who participated in the Program in the future elects to sell shares
under this prospectus, we will provide and file with the Commission a prospectus
supplement that will identify the selling stockholders and contain specific
information about the terms of that offering, setting forth a table with the
following information:

         o    the name and principal position or positions over the past three
              years with us or our predecessor or affiliates of each selling
              stockholder;

         o    the number of shares of our common stock beneficially owned by
              each selling stockholder; o the number of shares of our Class A
              common stock which may be sold from time to time pursuant to this
              prospectus; and

         o    the number of shares of our common stock and the percentage of
              the total class of common stock outstanding to be beneficially
              owned by each selling stockholder following the offering,
              assuming the sale pursuant to the offering of all shares acquired
              by such selling stockholder is pursuant to the Program and
              covered by this prospectus.

         There is no assurance that any selling stockholder will offer any of
the shares that may be covered by this prospectus or will sell any or all of the
shares offered by him under this prospectus.

<Table>
<Caption>

NAME OF SELLING STOCKHOLDER                                                                    SHARES BENEFICIALLY OWNED IF
AND PRINCIPAL POSITION WITH                   NUMBER OF SHARES                                ALL SHARES REGISTERED ARE SOLD
WATSON WYATT & COMPANY HOLDINGS              BENEFICIALLY OWNED         NUMBER OF SHARES      ------------------------------
(OR OUR PREDECESSOR OR AFFILIATES)           PRIOR TO OFFERING(1)       BEING REGISTERED       NUMBER             PERCENT(2)
----------------------------------           --------------------      ------------------     --------           ------------
<S>                                          <C>                       <C>                     <C>               <C>

</Table>

*        Indicates ownership of less than 1%.

(1) The number of shares of common stock beneficially owned includes shares
issuable upon the exercise of options held by the stockholder that are currently
exercisable or exercisable within 60 days of the date of any information
furnished in a prospectus supplement.
(2)  Calculated based on Rule 13d-3(d)(i) of the Exchange Act.





                                       11
<Page>



         This prospectus also covers any additional shares of common stock that
become issuable in connection with the common stock being registered by reason
of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results in an
increase in the number of our outstanding shares of common stock.

                              PLAN OF DISTRIBUTION

         Participants may from time to time determine to offer for sale shares
of our common stock that they have received or that they receive in the future
under the Program. We will not receive any of the proceeds of this offering.

         Selling stockholders may sell shares covered by this prospectus
directly to purchasers from time to time. Alternatively, they may from time to
time offer those shares to or through underwriters, broker-dealers or agents,
who may receive compensation in the form of underwriting discounts, concessions
or commissions from the selling stockholders or the purchasers of such
securities for whom they may act as agents. The selling stockholders and any
underwriters, broker-dealers or agents that participate in the distribution of
the shares may be deemed to be "underwriters" within the meaning of the
Securities Act and any profit on the sale of such securities and any discounts,
commissions, concessions or other compensation received by any such underwriter,
broker-dealer or agent may be deemed to be underwriting discounts and
commissions under the Securities Act. All costs, expenses and fees in connection
with the registration of the shares will be borne by us, provided, however, that
any selling stockholders will pay all underwriting discounts and selling
commissions, if any.

         If a participant in the Program elects to sell shares under this
prospectus, the shares may be sold from time to time in one or more transactions
at fixed prices, at prevailing market prices at the time of sale, at varying
prices determined at the time of sale or at negotiated prices. Any such sale of
shares may be effected by means of one or more of the following transactions
(which may involve crosses or block transactions):

         o    on any national securities exchange, such as the New York Stock
              Exchange or quotation service on which the shares may be listed
              or quoted at the time of sale,

         o    in the over-the-counter market,

         o    in transactions otherwise than on such exchanges or services or
              in the over-the-counter market, or

         o    through the purchase and sale of over-the-counter options.

         In connection with sales of the shares or otherwise, selling
stockholders may enter into hedging transactions with broker-dealers, which may
in turn engage in short sales in the course of hedging the positions they
assume. Selling stockholders may also sell common stock short and deliver common
stock to close out such short positions, or loan or pledge common stock to
broker-dealers that in turn may sell such securities.

         To our knowledge, none of the participants in the Program have entered
into any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their shares, nor is there an underwriter
or coordinating broker acting in connection with a proposed sale of shares by
any selling stockholder.

                                  LEGAL MATTERS

    The valid issuance of the common stock offered hereby will be passed on for
us by Gibson, Dunn & Crutcher, LLP, Washington, D.C.




                                       12
<Page>



                                     EXPERTS

         The financial statements incorporated in this prospectus by reference
to our Annual Report on Form 10-K for the fiscal year ended June 30, 2001, have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.




                                       13
<Page>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously filed with the Commission are hereby
incorporated by reference into this registration statement:

          1.   The description of our shares of class A common stock, par value
               $0.01 per share, contained in our Registration Statement on Form
               S-3, SEC File No. 333-94973, as amended, under the caption of
               "Description of Capital Stock, Certificate of Incorporation and
               Bylaws", which in turn is incorporated by reference in our Form
               8-A, filed October 4, 2000 (SEC file number 001-16159) pursuant
               to Section 12 of the Exchange Act, together with all amendments
               and reports filed with the Commission for the purposes of
               updating that description.

          2.   The Company's Annual Report on Form 10-K for its fiscal year
               ended June 30, 2001, filed on August 20, 2001.

          3.   Our Quarterly Report on Form 10-Q for the three months ended
               September 30, 2001, filed on November 9, 2001.

         All reports and other documents that the Company subsequently files
with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment indicating that
all securities offered under this registration statement have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement from the date of
filing of such report or document. Any statement contained in this registration
statement or any report or document incorporated into this registration
statement by reference, however, shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained in a subsequently dated report or document that is also considered
part of this registration statement, or in any amendment to this registration
statement, is inconsistent with such prior statement. The Company's file number
with the Commission is 001-16159.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Inapplicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Inapplicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Subsection (a) of Section 145 of the Delaware General Corporation Law
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
cause to believe his conduct was unlawful.


                                       II-1
<Page>

         Subsection (b) of Section 145 of the Delaware General Corporation Law
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification may be made in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery or the court in which such action
or suit was brought shall determine that despite the adjudication of liability
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.

         Section 145 of the Delaware General Corporation Law further provides
that to the extent a director, officer, employee or agent of a corporation has
been successful in the defense of any action, suit or proceeding referred to in
subsections (a) and (b) or in the defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith; that indemnification or
advancement of expenses provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and empowers the corporation to purchase and maintain insurance on behalf of a
director, officer, employee or agent of the corporation against any liability
asserted against him or incurred by him in any such capacity or arising out of
his status as such whether or not the corporation would have the power to
indemnify him against such liabilities under Section 145.

         Our certificate of incorporation provides that no director shall be
personally liable to Watson Wyatt & Company Holdings or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability:

         o    for any breach of that director's duty of loyalty to Watson Wyatt
              & Company Holdings or its stockholders;

         o    for acts or omissions not in good faith or which involve
              intentional misconduct or a knowing violation of law;

         o    under Section 174 of the Delaware General Corporation Law; or

         o    for any transaction from which the director derived an improper
              personal benefit.

         Our bylaws provide that we must indemnify our directors, officers and
employees against any liability incurred in connection with any proceeding in
which they may be involved as a party or otherwise, by reason of the fact that
he or she is or was a director, officer, employee, or agent of Watson Wyatt &
Company Holdings or is or was serving at the request of Watson Wyatt & Company
Holdings as a director, officer, employee, agent, fiduciary or trustee of
another corporation, partnership, joint venture, trust, employee benefit plan,
or other entity or enterprise, to the fullest extent authorized by the laws of
Delaware.

         Such indemnification may include advances of expenses prior to the
final disposition of such proceeding.


ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

         The shares which may be sold pursuant to the prospectus for the
respective accounts of the selling stockholders were issued to the selling
stockholders by the Company in reliance upon the exemption provided by Section
4(2) of the Securities Act. Such shares were issued to the selling stockholders
under the Program.


                                       II-2
<Page>

ITEM 8.    EXHIBITS.


<Table>
<Caption>

     EXHIBIT NO.          DESCRIPTION
     -----------          --------------------------------------------------------------------
     <S>                  <C>
     4.1                  Amended and Restated Certificate of Incorporation of the Company (1)

     4.2                  Amended and Restated Bylaws of the Company (2)

     5.1                  Opinion of Gibson, Dunn & Crutcher, LLP

     10.1                 Watson Wyatt & Company Holdings Compensation Program for Outside Directors

     23.1                 Consent of Gibson, Dunn & Crutcher, LLP (included in Exhibit 5.1)

     23.2                 Consent of PricewaterhouseCoopers LLP, independent accountants

     24.1                 Power of Attorney (included on the signature page of this registration statement)

</Table>

(1)  Incorporated by reference from the Company's Form S-3/A, Amendment No. 1
     (File No. 333-94973), filed on March 17, 2000.

(2)  Incorporated by reference to the Company's Form 10-Q, filed on May 2, 2001.



ITEM 9.    UNDERTAKINGS.

(1)      The undersigned hereby undertakes:

         (a)  To file, during any period in which offers or sales are being
              made, a post-effective amendment to this registration statement:

              (i)  To include any prospectus required by Section 10(a)(3) of
                   the Securities Act;

              (ii) To reflect in the prospectus any facts or events arising
                   after the effective date of the registration statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the registration
                   statement. Notwithstanding the foregoing, any increase or
                   decrease in volume of securities offered (if the total
                   dollar value of securities offered would not exceed that
                   which was registered) and any deviation from the low or high
                   end of the estimated maximum offering range may be reflected
                   in the form of prospectus filed with the Commission pursuant
                   to Rule 424(b) if, in the aggregate, the changes in volume
                   and price represent no more than a 20 percent change in the
                   maximum aggregate offering price set forth in the
                   "Calculation of Registration Fee" table in the effective
                   registration statement;

             (iii) To include any material information with respect to the
                   plan of distribution not previously disclosed in the
                   registration statement or any material change to such
                   information in the registration statement;

             PROVIDED, HOWEVER, that paragraphs (1)(a)(i) and (1)(a)(ii) do
             not apply if the information required to be included in a
             post-effective amendment by those paragraphs is contained in
             periodic reports


                                       II-3
<Page>

              filed by the Company pursuant to Section 13 or Section 15(d) of
              the Exchange Act that are incorporated by reference in this
              registration statement.

         (b)  That, for the purpose of determining any liability under the
              Securities Act, each such post-effective amendment shall be
              deemed to be a new registration statement relating to the
              securities offered therein, and the offering of such securities
              at that time shall be deemed to be the initial BONA FIDE offering
              thereof.

         (c)  To remove from registration by means of a post-effective
              amendment any of the securities being registered which remain
              unsold at the termination of the offering.

(2) The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

(3) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


                                       II-4
<Page>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Washington, D.C. on this 19th day of December, 2001.

                                         WATSON WYATT & COMPANY HOLDINGS


                                         By:   /s/ JOHN J. HALEY
                                            -----------------------------------
                                               Name:  John J. Haley
                                               Title:  Chief Executive Officer


                                POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated. Each of the directors and/or officers of the Company whose
signature appears below hereby appoints Walter W. Bardenwerper as his
attorney-in-fact to sign his name and on his behalf, in any and all capacities
stated below, and to file with the Commission any and all amendments, including
post-effective amendments to this registration statement as appropriate, and
generally to do all such things in his behalf in his capacity as an officer
and/or a director to enable the Company to comply with the provisions of the
Securities Act, and all requirements of the Commission.

<Table>
<Caption>

               SIGNATURE                         TITLE                                                DATE
               ---------                         -----                                                ----

<S>                                               <C>                                               <C>
/s/  JOHN J. HALEY                                President and Chief Executive                  12/19/01
----------------------------------------------    Officer (Principal Executive Officer)
Name: JOHN J. HALEY

/s/  CARL D. MAUTZ                                Chief Financial Officer (Principal             12/19/01
-----------------------------------------------   Financial Officer and Principal
Name: CARL D. MAUTZ                               Accounting Officer)

/s/  ELIZABETH M. CAFLISCH                        Director                                       12/17/01
----------------------------------------------
Name: ELIZABETH M. CAFLISCH

/s/  MAUREEN E. COTTER                            Director                                       12/19/01
----------------------------------------------
Name: MAUREEN E. COTTER

/s/ BARBARA HACKMAN FRANKLIN                       Director                                      12/19/01
----------------------------------------------
Name: BARBARA HACKMAN FRANKLIN

/s/ JOHN J. GABARRO                                Director                                      12/19/01
----------------------------------------------
Name: JOHN J. GABARRO

/s/ ERIC P. LOFGREN                                Director                                      12/19/01
-----------------------------------------------
NAME: ERIC P. LOFGREN

/s/  DAVID P. MARINI                               Director                                      12/19/01
-----------------------------------------------
NAME: DAVID P. MARINI

</Table>

                                       II-5
<Page>

<Table>
<Caption>

               SIGNATURE                         TITLE                                                DATE
               ---------                         -----                                                ----

<S>                                               <C>                                               <C>
/s/  R.  MICHAEL MCCULLOUGH                        Director                                      12/15/01
-----------------------------------------------
NAME: R.  MICHAEL MCCULLOUGH

/s/ KEVIN L. MEEHAN                                Director                                      12/19/01
-----------------------------------------------
NAME: KEVIN L. MEEHAN

/s/ JOHN PHILIP S. ORBETA                          Director                                      12/18/01
-----------------------------------------------
NAME: JOHN PHILIP S. ORBETA

/s/ GILBERT T. RAY                                 Director                                      12/19/01
-----------------------------------------------
NAME: GILBERT T. RAY

/s/ SYLVESTER J. SCHIEBER                          Director                                      12/19/01
-----------------------------------------------
NAME: SYLVESTER J. SCHIEBER

/s/ EDWARD MANNO SHUMSKY                           Director                                      12/19/01
-----------------------------------------------
NAME: EDWARD MANNO SHUMSKY

                                                   Director
-----------------------------------------------
NAME: PAUL N. THORNTON

/s/ CHARLES P. WOOD, JR.                           Director                                      12/19/01
-----------------------------------------------
NAME: CHARLES P. WOOD, JR.

BY:
-----------------------------------------------
     WALTER W. BARDENWERPER
     Attorney-in-fact

</Table>







                                       II-6
<Page>


                                  EXHIBIT INDEX



<Table>
<Caption>
                                                                                                   SEQUENTIALLY
                                                                                                      NUMBERED
EXHIBIT NO.                                        DESCRIPTION                                         PAGE
-----------                                        -----------                                     -------------

<S>                   <C>                                                                                  <C>
  4.1                 Amended and Restated Certificate of Incorporation of the Company (1)                 N/A

  4.2                 Amended and Restated Bylaws of the Company (2)                                       N/A

  5.1                 Opinion of Gibson, Dunn & Crutcher, LLP                                             II-8

  10.1                Watson Wyatt & Company Holdings Compensation Program for Outside Directors          II-9

  23.1                Consent of Gibson, Dunn & Crutcher, LLP (included in Exhibit 5.1)                    N/A

  23.2                Consent of PricewaterhouseCoopers LLP, independent accountants                      II-10

  24.1                Power of Attorney (included on the signature page of this registration
                      statement)                                                                           N/A

</Table>
(1)  Incorporated by reference from the Company's Form S-3/A, Amendment No. 1
     (File No. 333-94973), filed on March 17, 2000.

(2)  Incorporated by reference to the Company's Form 10-Q, filed on May 2, 2001.




                                       II-7
[{"type": "S-8", "sequence": "1", "filename": "a2066331zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 73164}]
{"company-data": {"conformed-name": "WATSON WYATT & CO HOLDINGS", "cik": "0001103126", "assigned-sic": "8742", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75502", "film-number": "1818029"}, "business-address": {"street1": "1717 H STREET N W", "street2": "SUITE 800", "city": "WASHINGTON", "state": "DC", "zip": "20006", "phone": "3015814600"}, "mail-address": {"street1": "6707 DEMOCRACY BLVD", "street2": "SUITE 800", "city": "BETHESDA", "state": "MD", "zip": "20817"}}
As filed with the Securities and Exchange Commission on December 19, 2001
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
                         WATSON WYATT & COMPANY HOLDINGS
             (Exact Name of Registrant as Specified in its Charter)
DELAWARE                          1717 H STREET, N.W.                  52-2211537
(State or Other Jurisdiction of              WASHINGTON, D.C. 20006              (I.R.S. Employer
 Incorporation or Organization)       (Address of Principal Executive Offices   Identification No.)
                                               Including Zip Code)
------------------------

   WATSON WYATT & COMPANY HOLDINGS COMPENSATION PROGRAM FOR OUTSIDE DIRECTORS
                            (Full Title of the Plan)
                            ------------------------

     WALTER W. BARDENWERPER                                COPIES TO:
         HONG L. NGUYEN                              RONALD O. MUELLER, ESQ.
WATSON WYATT & COMPANY HOLDINGS                    GIBSON, DUNN & CRUTCHER LLP
      1717 H STREET, N.W.                          1050 CONNECTICUT AVENUE, N.W.
    WASHINGTON, D.C. 20006                            WASHINGTON, D.C. 20036
                                                          (202) 955-8500

                     (Name and Address of Agent For Service)
                            ------------------------
                                 (202) 715-7000
          (Telephone Number, Including Area Code, of Agent For Service)
                            ------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
                                                        PROPOSED MAXIMUM         PROPOSED MAXIMUM
    TITLE OF SECURITIES           AMOUNT TO BE           OFFERING PRICE              AGGREGATE               AMOUNT OF
     TO BE REGISTERED              REGISTERED               PER SHARE             OFFERING PRICE          REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
CLASS A COMMON STOCK, PAR      43,894 SHARES                  N/A                  $950,744.04               $227.23
 VALUE $0.01 PER SHARE(1)
--------------------------------------------------------------------------------------------------------------------------
 CLASS A COMMON STOCK, PAR      6,106 SHARES                   N/A                  $132,255.96                $31.61
 VALUE $0.01 PER SHARE(2)
--------------------------------------------------------------------------------------------------------------------------
TOTAL                           50,000 SHARES(3)               N/A                  $1,083,000                  $259
--------------------------------------------------------------------------------------------------------------------------
(1)   The registration fee has been calculated pursuant to Rule 457(h)(1) and
      Rule 457(c) of the Securities Act of 1933 based on the average of the high
      and low prices of the common stock of Watson Wyatt & Company Holdings on
      the New York Stock Exchange on December 17, 2001, which was $21.66.
      Pursuant to Instruction C of Form S-8, this registration statement
      includes a reoffer prospectus that may be used with respect to shares
      issued in the future under the Watson Wyatt & Company Holdings
      Compensation Program for Outside Directors. Pursuant to the first sentence
      of Rule 457(h)(3), no additional filing fee is due with respect to the
      shares which may be offered for resale.

(2)   Pursuant to Instruction C of Form S-8, this registration statement also
      may be used for reoffers of restricted securities issued prior to the
      filing of this registration statement under the Watson Wyatt & Company
      Holdings Compensation Program for Outside Directors. The registration fee
      has been calculated pursuant to Rule 457(h)(3) and Rule 457(c) of the
      Securities Act of 1933 based on the average of the high and low prices of
      the common stock of Watson Wyatt & Company Holdings on the New York Stock
      Exchange on December 17, 2001, which was $21.66.

(3)   Pursuant to Rule 416(a), this registration statement also registers such
      number of additional securities that may be offered or issued pursuant to
      the terms of the Watson Wyatt & Company Holdings Compensation Program for
      Outside Directors, which provides for a change in the amount or type of
      securities being offered or issued to prevent dilution as a result of
      stock splits, stock dividends or similar transactions.
EXPLANATORY NOTE

         This registration statement registers shares of Class A common stock,
par value $0.01 per share, of Watson Wyatt & Company Holdings (the "Company")
issuable under the Watson Wyatt & Company Holdings Compensation Program for
Outside Directors (the "Program"). This registration statement also covers the
possible resale from time to time in the future of shares which may be issued
under the Program after the date this registration statement was first filed
with the Securities and Exchange Commission (the "Commission") and of shares
issued under the Program prior to the date this registration statement was first
filed with the Commission.

         This registration statement contains two parts. The first part contains
a prospectus prepared in accordance with Part I of Form S-3 (in accordance with
Instruction C of the General Instructions to Form S-8), which covers reoffers
and resales of shares of our Class A common stock issued or issuable in the
future pursuant to the Program. The second part contains information required in
the registration statement pursuant to Part II of Form S-8. Pursuant to the Note
to Part I of Form S-8, the Program information specified in Part I of Form S-8
is not being filed with the Commission.

         The Company will provide without charge to any person, upon written or
oral request, a copy of each document incorporated by reference in Item 3 of
Part II of this registration statement (which documents are incorporated by
reference in the Section 10(a) prospectus as set forth in Form S-8), other
documents required to be delivered to eligible plan participants pursuant to
Rule 428(b) of the Securities Act of 1933, as amended (the "Securities Act") or
additional information about the Program. Requests should be directed to Watson
Wyatt & Company Holdings, 1717 H Street, N.W., Washington, D.C. 20005,
Attention: Corporate Secretary, telephone (202) 715-7000.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information required by Part I of Form S-8
will be sent or given to participants of the Plan as specified by Rule 428 under
the Securities Act. In accordance with Rule 428 and the requirements of Part I
of Form S-8, such documents are not being filed with the Commission either as
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. The Company will maintain a file
of such documents in accordance with the provisions of Rule 428. Upon request,
the Company will furnish to the Commission or its staff a copy or copies of all
documents included in that file.
WATSON WYATT & COMPANY HOLDINGS

                      50,000 SHARES OF CLASS A COMMON STOCK

                          ISSUED OR ISSUABLE UNDER THE

   WATSON WYATT & COMPANY HOLDINGS COMPENSATION PROGRAM FOR OUTSIDE DIRECTORS

                       ----------------------------------

                               REOFFER PROSPECTUS

                       ----------------------------------

         This prospectus relates to up to 50,000 shares of our Class A common
stock, par value $0.01 per share, which may in the future be offered and sold
from time to time by participants who have acquired such shares pursuant to the
Watson Wyatt & Company Holdings Compensation Program for Outside Directors (the
"Program"). If participants in the future elect to sell shares under this
prospectus, we will provide and file with the Securities and Exchange Commission
a prospectus supplement that will identify the selling stockholders and contain
specific information about the terms of that offering.

         We will not receive any of the proceeds from any sale of the shares.

         Our common stock is listed on the New York Stock Exchange under the
symbol "WW." On December 17, 2001, the closing sale price of our common stock on
the New York Stock Exchange was $21.85 per share.

         Our principal executive offices are located at 1717 H Street, N.W.,
Washington, D.C. 20006, and our telephone number is (202) 715-7000.

         INVESTING IN OUR COMMON STOCK INVOLVES A DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS FOR A DESCRIPTION OF FACTORS TO
BE CONSIDERED BY INVESTORS BEFORE PURCHASING ANY OF THE SECURITIES BEING OFFERED
BY THIS PROSPECTUS.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE DISCLOSURES IN THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this prospectus is December 17, 2001.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR
ANY SUPPLEMENT. NO ONE IS AUTHORIZED TO PROVIDE YOU WITH INFORMATION DIFFERENT
FROM THAT WHICH IS CONTAINED IN OR INCORPORATED BY REFERENCE INTO THIS
PROSPECTUS. SHARES OF COMMON STOCK ARE BEING OFFERED AND SOLD ONLY IN
JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN
THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS
OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF THE COMMON STOCK.

                                TABLE OF CONTENTS

Where You Can Find More Information.......................................... 2
Incorporation of Certain Documents By Reference.............................. 2
Forward-Looking Statements................................................... 3
The Company.................................................................. 4
Risk Factors................................................................. 5
Use of Proceeds..............................................................11
Selling Stockholders.........................................................11
Plan of Distribution.........................................................12
Legal Matters................................................................12
Experts......................................................................13

                       WHERE YOU CAN FIND MORE INFORMATION

         This prospectus is part of a registration statement we have filed with
the Securities and Exchange Commission (the "Commission"). This prospectus does
not contain all of the information set forth or incorporated by reference in the
registration statement and the exhibits thereto. For further information with
respect to us and the common stock offered hereby, reference is made to the
registration statement and the exhibits thereto. Statements contained in this
prospectus regarding the contents of any contract or any other document to which
reference is made are not necessarily complete, and, in each instance where a
copy of such contract or other document has been filed as an exhibit to the
registration statement, reference is made to the copy so filed, each such
statement being qualified in all respects by such reference.

         In addition, we file reports, proxy statements and other information
with the Commission under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). You may read and copy this information at the following
Commission locations:
Public Reference Room              Northeast Regional Office            Chicago Regional Office
       450 Fifth Street, N.W.         Wayne M. Carlin, Regional Director           Citicorp Center
             Room 1024                   c/o Division of Enforcement           500 West Madison Street
    Washington, D.C. 20549-0801             450 Fifth Street, N.W.           Chicago, Illinois 60661-2551
                                         Washington, D.C. 20549-0801
You may also obtain copies of this information by mail from the
Commission's Public Reference Room, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at rates determined by the Commission. You may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. You can also inspect reports, proxy statements and
other information that we have filed electronically with the SEC at the SEC's
web site at http://www.sec.gov. Our web site is at www.watsonwyatt.com. The
information contained on our web site is not incorporated in this prospectus.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Commission allows us to "incorporate by reference" information into
this prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the Commission. The
information incorporated by reference is considered to be a part of this
prospectus. Information that we file later with the Commission and that is
incorporated by reference in this prospectus will automatically update and
supercede information contained in this prospectus.

                                       2
The following documents previously filed with the Commission are hereby
incorporated by reference into this prospectus:

         1.   The description of our shares of Class A common stock, par value
              $0.01 per share, contained in our Registration Statement on Form
              S-3, SEC File No. 333-94973, as amended, under the caption of
              "Description of Capital Stock, Certificate of Incorporation and
              Bylaws", which in turn is incorporated by reference in our Form
              8-A, filed October 4, 2000 (SEC file number 001-16159) pursuant
              to Section 12 of the Exchange Act, together with all amendments
              and reports filed with the Commission for the purposes of
              updating that description.

         2.   Our Annual Report on Form 10-K for the fiscal year ended June 30,
              2001, filed with the Commission on August 20, 2001.

         3.   Our Definitive Proxy Statement dated October 5, 2001.

         4.   Our Quarterly Report on Form 10-Q for the three months ended
              September 30, 2001, filed on November 9, 2001.

         We also incorporate by reference all documents that we file pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
prospectus. These documents include periodic reports, such as Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and
amendments to any of the foregoing documents, provided, however, that nothing in
this prospectus shall be deemed to incorporate information furnished but not
filed with the Commission pursuant to Item 9 of Form 8-K.

         Documents incorporated by reference are available from us without
charge, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference as an exhibit in this prospectus. You can
obtain documents incorporated by reference in this prospectus by requesting them
in writing or by telephone from us at Watson Wyatt & Company Holdings, 1717 H
Street, N.W., Washington, D.C. 20006, Attention: Corporate Secretary, telephone
(202) 715-7000.

                           FORWARD-LOOKING STATEMENTS

         This prospectus and the documents incorporated by reference into this
prospectus contain statements that are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. In some cases,
you can identify these statements and other forward-looking statements in this
filing by words such as "may," "will," "expect," "anticipate," "believe,"
"estimate," "plan," "intend," "continue," or similar words. These statements are
based on assumptions that may not come true, and actual results may differ,
perhaps materially, from those set forth in the forward-looking statements. The
section of this prospectus captioned "Risk Factors," as well as any cautionary
language included or incorporated by reference in this prospectus, provide
examples of risks, uncertainties, and events that may cause our actual results
to differ materially from the results reflected in these forward-looking
statements. Such factors include, but are not limited to our dependence on
continuing to recruit and retain highly qualified associates, possible adverse
outcomes of litigation, the risk of a significant decrease in the demand for the
consulting services we offer as a result of changing economic conditions or
other factors, possible adverse consequences from actions by competitors
offering human resources consulting services, including public accounting and
consulting firms, technology consulting firms and internet/intranet development
firms, and from regulatory, legislative and technological developments that may
affect the demand for or costs of our services, as well as other factors
discussed under "Risk Factors." All forward-looking disclosure is speculative by
its nature.

                                       3
THE COMPANY

         Founded in 1946, Watson Wyatt is a global human capital consulting
firm. We operate from 62 offices in 18 countries throughout North America,
Asia-Pacific and Latin America. We also operate through our affiliates in
Europe. Together with our principal affiliates, Watson Wyatt Partners and Watson
Wyatt Holdings (Europe) Limited, we operate from 87 offices in 29 countries
under the name Watson Wyatt Worldwide. We help our clients enhance business
performance by improving their ability to attract, retain and motivate qualified
employees. We design, develop and implement human resources strategies and
programs through our closely related practice areas, the Benefits Group, eHR(TM)
Group and the Human Capital Group. We also offer our clients technologies that
transform the way they implement and deliver HR programs and improve
communications with their employees.

         We provide human capital consulting services to many of the world's
largest corporations as well as emerging growth companies, public institutions
and non-profit organizations. Many of our client relationships have existed
continuously over several decades.

         The growing demand for employee benefits and human capital consulting
services is directly related to the size, complexity and rapid change associated
with human resources programs. Employee salary and benefits costs represent a
significant component of worldwide corporate spending. In recent years, several
industry trends have emerged that have increased the demand for our services,
including:

         o    growing strategic importance of human capital;

         o    a technology revolution in HR programs as the internet, intranets
              and other e-business tools enable companies to manage their HR
              functions more efficiently and effectively;

         o    changing workforce demographics, such as an unprecedented aging
              of the workforce;

         o    growing importance of employer-sponsored benefits programs due to
              limited baby boomer retirement savings, uncertainty of
              government-sponsored programs, and rising healthcare costs;

         o    significant levels of global mergers and acquisitions that
              require the integration of diverse corporate cultures and HR
              programs quickly and effectively;

         o    continuing globalization of economies, which requires
              corporations to retain human capital consultants with global
              resources and local expertise;

         o    complex and changing government regulation of employee benefits
              programs; and

         o    increasing challenges for employers seeking to balance human
              resources and cost considerations in varying economic conditions.

                                       4
RISK FACTORS

         Investing in our common stock involves a high degree of risk. You
should carefully consider the following risk factors and all other information
contained in this prospectus before purchasing our common stock. The risks and
uncertainties described below are not the only ones facing us. Additional risks
and uncertainties that we are unaware of, or that we currently deem immaterial,
also may become important facts that affect us.

         If any of the following risks occur, our business, financial condition
or results of operations could be materially and adversely affected. In that
case, the trading price of our common stock could decline, and you may lose some
or all of your investment.

WE MUST CONTINUE TO RECRUIT AND RETAIN QUALIFIED CONSULTANTS; OUR FAILURE TO DO
SO COULD ADVERSELY AFFECT OUR ABILITY TO COMPETE SUCCESSFULLY.

         Our continued success and future growth depend heavily upon our ability
to attract and retain enough highly skilled and motivated consultants. We must
meet these human capital requirements if we are to deliver our sophisticated and
technical services to our clients. We compete against many companies with
greater financial resources both within our industry and in other industries to
attract these qualified individuals. Our failure to recruit and retain adequate
talent could reduce our competitive strength and lead to a deterioration of our
business.

         This competition for personnel may adversely affect our profitability.
We can give no assurance that we will be able to generate sufficient revenue to
offset any additional personnel costs. We also cannot guarantee that we will be
successful in hiring enough consultants to continue our growth.

CHANGES IN OUR COMPENSATION PROGRAMS COULD IMPAIR OUR ABILITY TO RETAIN
CONSULTANTS.

         Historically, our compensation programs have been principally cash
based. We changed our compensation programs upon completion of our initial
public offering by introducing stock options and discontinuing the payment of
supplemental bonuses under our former stock incentive bonus plan. In November
2001, our stockholders approved our creation of an employee stock purchase plan
and a restricted stock program for senior associates. These changes may
adversely affect our ability to retain our consultants if our total compensation
program is not perceived by our consultants to be competitive with those of
other firms.

WE DEPEND ON OUR ASSOCIATES; THE LOSS OF KEY CONSULTANTS AND MANAGERS COULD
DAMAGE OR RESULT IN THE LOSS OF CLIENT RELATIONSHIPS AND ADVERSELY AFFECT OUR
BUSINESS.

         Our success largely depends upon the business generation capabilities
and project execution skills of our consultants. In particular, our consultants'
personal relationships with our clients are a critical element of obtaining and
maintaining client engagements. Losing consultants and account managers who
manage substantial client relationships or possess substantial experience or
expertise could adversely affect our ability to secure and complete engagements,
which would adversely affect our results of operations.

         In addition, if any of our key consultants were to join an existing
competitor or form a competing company, some of our clients could choose to use
the services of that competitor instead of our services. Clients or other
companies seeking to develop in-house services similar to ours also could hire
our key consultants. Such hiring would not only result in our loss of key
consultants but also could result in the loss of a client relationship or a new
business opportunity.

COMPETITION COULD RESULT IN LOSS OF OUR MARKET SHARE THAT COULD REDUCE OUR
PROFITABILITY.

         The markets for our principal services are highly competitive. Our
competitors currently include other human resources consulting and actuarial
firms, as well as the human resources consulting divisions of some public
accounting, consulting and insurance firms. Several of our competitors have
greater financial, technical, and marketing resources than we have, which could
enhance their ability to respond more quickly to technological changes, finance
acquisitions and fund internal growth. Also, the consulting practices of the
large international

                                       5
accounting firms, or other competitors who have a larger presence than we do in
particular markets, gain marketing advantages from their greater name
recognition.

         Our current and potential competitors have established or may establish
cooperative relationships among themselves or with third parties to increase
their ability to address client needs. New competitors or alliances among
competitors could emerge and gain significant market share. In addition, some of
our competitors may have or may develop a lower cost structure or superior
services that gain greater market acceptance than the services that we offer or
develop.

CLIENTS' CRITERIA FOR SELECTING CONSULTANTS MAY CHANGE.

         The ability to tailor services to clients' particular needs
traditionally has been a key selection criterion among buyers of consulting
services in our core businesses. However, these buyers' selection criteria may
change and price could become a more significant factor, thereby adversely
affecting our operating results.

DEMAND FOR OUR SERVICES MAY DECREASE FOR VARIOUS REASONS, INCLUDING A GENERAL
ECONOMIC DOWNTURN OR A DECLINE IN A CLIENT'S OR AN INDUSTRY'S FINANCIAL
CONDITION, THAT COULD ADVERSELY AFFECT OUR OPERATING RESULTS.

         We can give no assurance that the demand for our services will continue
to grow or that we will compete successfully with our existing competitors, new
competitors or our clients' internal capabilities. Some of our clients may
decide to develop or use their internal resources to satisfy their needs for
some or all of the services that we provide. Our clients' demand for our
services also may change based on their own needs and financial conditions. When
economic downturns affect particular clients or industry groups, they frequently
reduce their budgets for outside consultants, which could reduce the demand for
our services and increase price competition.

         In addition, the demand for many of our core benefits services is
affected by government regulation and taxation of employee benefits plans. This
regulation and taxation drive our clients' needs for compliance-related
services. Significant changes in tax or social welfare policy or regulations
could lead some employers to discontinue their employee benefit plans, thereby
reducing the demand for our services. A simplification of regulations or tax
policy also could reduce the need for our services.

OUR CLIENTS GENERALLY MAY TERMINATE OUR SERVICES AT ANY TIME, WHICH COULD
DECREASE ASSOCIATE UTILIZATION.

         Our clients generally may terminate our engagements at any time. If a
client reduces the scope of or terminates the use of our services with little or
no notice, our associate utilization will decline. In such cases, we must
rapidly redeploy our associates to other engagements in order to minimize the
potential negative impact on our financial performance. In addition, because
much of our work is project based rather than recurring in nature, our
associates' utilization depends on our ability to continually secure additional
engagements.

MANY OF OUR ENGAGEMENTS, PARTICULARLY LONG-STANDING RELATIONSHIPS AND
ENGAGEMENTS INVOLVING STANDARD ANNUAL ACTIVITIES, ARE NOT BASED ON WRITTEN
AGREEMENTS, WHICH COULD RESULT IN DISPUTES WITH OUR CLIENTS.

         Many of our engagements, including the majority of those involving
long-standing relationships or standard annual activities such as actuarial
valuations, are not based on formal written agreements. In such cases, there is
a greater risk of misunderstandings with our clients concerning the scope and
terms of our engagement and our liability for unsatisfactory performance.
Disputes could damage our client relationships and result in unanticipated costs
and loss of revenue that could adversely affect our results of operations.

OUR FIXED FEE ENGAGEMENTS COULD HURT OUR FINANCIAL RESULTS IF NOT PROPERLY
MANAGED.

         We enter into some of our engagements on a negotiated fixed-fee basis.
If we do not properly negotiate the price and manage the performance of these
engagements we might incur losses on individual engagements and our overall
financial results would be adversely affected.

                                       6
WE ARE SUBJECT TO MALPRACTICE CLAIMS ARISING FROM OUR WORK, WHICH COULD
ADVERSELY AFFECT OUR REPUTATION AND BUSINESS.

         Professional service providers, including those in the human resources
consulting industry, are increasingly subject to claims from their clients.
Clients and third parties who are dissatisfied with our services or who claim to
suffer damages caused by our services have brought and may bring lawsuits
against us. The nature of our work, especially our actuarial services, involves
assumptions and estimates concerning future events, the actual outcome of which
we cannot know with certainty in advance. In addition, we could make
computational, software programming, or data management errors.

         Clients have sought and may seek to hold us responsible for the
financial consequences of these errors or variances. Given that we frequently
work with large pension funds, relatively small percentage errors or variances
could create significant dollar variances and claims for unfunded liabilities.
In most cases, our exposure to liability on a particular engagement is
substantially greater than the profit opportunity that the engagement generates
for us. For example, possible claims might include:

         o    a client's assertion that actuarial assumptions used in a pension
              plan were unreasonable, leading to plan underfunding;

         o    a claim arising out of the use of inaccurate data, which could
              lead to an underestimation of plan liabilities; and

         o    a claim that employee benefit plan documents were misinterpreted
              or plan amendments were misstated in plan documents, leading to
              overpayments to beneficiaries.

         Defending lawsuits arising out of any of our services has required and
could require substantial amounts of management attention, which could affect
their focus on operations, could adversely affect our financial performance and
could result in increased insurance costs. In addition to defense costs and
liability exposure, malpractice claims may produce negative publicity that could
hurt our reputation and business. For a discussion of significant legal
proceedings, please refer to "Legal Proceedings" in our Form 10-K and Forms
10-Q, which are incorporated by reference herein.

OUR QUARTERLY REVENUES MAY FLUCTUATE WHILE OUR EXPENSES ARE RELATIVELY FIXED.

         Quarterly variations in our revenues and operating results occur as a
result of a number of factors, such as:

         o    the significance of client engagements commenced and completed
              during a quarter; the seasonality of some specific types of
              services; in particular, retirement revenues are more heavily
              weighted toward the second half of the fiscal year when annual
              actuarial valuations are required to be completed for calendar
              year end companies and the related services are performed. In the
              eHR(TM) Group, the distribution of work is concentrated at the
              end of the first fiscal quarter and through the second fiscal
              quarter as there is demand from our clients for assistance in
              updating systems and programs used in the annual re-enrollment of
              employees in benefit plans, such as flex plans. Much of the
              remaining business is project oriented and is thus influenced
              more by particular client needs and the availability of our
              workforce;

         o    the number of business days in a quarter, associate hiring and
              utilization rates, the clients' ability to terminate engagements
              without penalty;

         o    the size and scope of assignments;

         o    the level of vacation and holidays taken by our associates; and

         o    general economic conditions.

                                       7
The majority of our total operating expenses are relatively fixed,
encompassing the majority of occupancy, communications and other expenses,
general and administrative expenses, depreciation and amortization, and salaries
and employee benefits excluding fiscal year-end incentive bonuses. Therefore, a
variation in the number of client assignments or the timing of the initiation or
the completion of client assignments can cause significant variations in
quarterly operating results and could result in losses. Increases in the number
of professional personnel that are not followed by corresponding increases in
revenues could materially and adversely affect our operating results.

WE DEPEND ON WATSON WYATT PARTNERS FOR OUR BRAND IN THE EUROPEAN MARKET AND
COULD LOSE OUR POSITION IN EUROPE IF OUR ALLIANCE AGREEMENTS WERE TO TERMINATE.

         Since 1995 we have marketed our services globally with Watson Wyatt
Partners as Watson Wyatt Worldwide. Under our alliance agreements with Watson
Wyatt Partners:

         o    we operate in North America, Latin America and Asia-Pacific;

         o    Watson Wyatt Partners operates in the United Kingdom and Ireland;

         o    Watson Wyatt Holdings (Europe) Limited, of which we own a 25%
              minority interest, operates in continental Europe.

         The alliance agreements with Watson Wyatt Partners generally restrict
each party's ability to enter into each other's geographic markets. If the
alliance agreements were to terminate, we could lose our position in Europe,
which could interrupt our global development and impair our ability to deliver
services seamlessly to clients throughout the world.

TERMINATION OF OUR RELATIONSHIP WITH WATSON WYATT PARTNERS COULD RESULT IN A
NAME CHANGE.

         The alliance agreements set forth the rights we or Watson Wyatt
Partners have to buy each other out of our respective interests in each other's
firm and in Watson Wyatt Holdings (Europe) Limited in the event either of us
becomes affiliated with a competitor. A termination of our alliance with Watson
Wyatt Partners could precipitate a name change, which could result in confusion
in our markets.

OUR INTERNATIONAL OPERATIONS PRESENT SPECIAL RISKS THAT COULD NEGATIVELY AFFECT
OUR BUSINESS.

         We conduct a portion of our business from offices outside the United
States. This subjects us to foreign financial and business risks, which could
arise in the event of:

         o    unusual currency exchange rate fluctuations;

         o    unexpected increases in taxes;

         o    new regulatory requirements and/or changes in policies and local
              laws that materially affect the demand for our services or
              directly affect our foreign operations;

         o    unusual and unexpected monetary exchange controls;

         o    the impact of unusually severe or protracted recessions in
              foreign economies; or

         o    civil disturbance or other catastrophic events that reduce
              business activity in other parts of the world.

         Any of these factors could have an adverse effect on our results of
operations.

                                       8
OPERATIONAL READINESS OF OUR GLOBAL ADMINISTRATIVE INFRASTRUCTURE MIGHT NOT BE
AS COMPLETE AS REQUIRED TO MANAGE INTERNATIONAL OPERATIONS EFFECTIVELY.

         The management of geographically dispersed operations requires
substantial management resources, resulting in significant ongoing expense. We
have not fully integrated all of our global operations from an administrative
and reporting standpoint. We are developing and implementing additional systems
and management reporting to help us manage our global operations, but we cannot
predict when these systems will be fully operational or how successful they will
be.

OUR BUSINESS FACES RAPID TECHNOLOGICAL CHANGE AND OUR FAILURE TO RESPOND TO THIS
CHANGE QUICKLY COULD ADVERSELY AFFECT OUR BUSINESS.

         Increasingly, to remain competitive in our practice areas, we must
identify and offer the most current technologies and methodologies. This is
particularly true of our eHR(TM) Group in which our success largely depends upon
our ability to quickly absorb and apply technological advances in both generic
applications and, particularly, those which are specifically required to deliver
employee benefits services. In some cases, significant technology choices and
investments are required. If we do not respond correctly, quickly, or in a
cost-effective manner, our business and operating results might be harmed.

         The effort to gain technological expertise and develop new technologies
in our business requires us to incur significant expenses and, in some cases, to
implement them globally. If we cannot offer new technologies as quickly or
effectively as our competitors, we could lose market share. We also could lose
market share if our competitors develop more cost-effective technologies than we
offer or develop.

OUR EHR(TM) GROUP HAS PROJECT-RELATED RISKS THAT COULD ADVERSELY AFFECT OUR
FINANCIAL RESULTS.

         Our eHR(TM) Group develops and implements computer software and systems
for clients. In securing or carrying out these engagements, we may encounter
inadequate project scope definitions, unforeseen technological and systems
integration problems, unanticipated costs, failures to meet contractual
performance objectives, and other business risks. If we are not successful in
defining, pricing and executing these assignments as planned, we may incur
financial losses.

LIMITED PROTECTION OF OUR PROPRIETARY EXPERTISE, METHODOLOGIES AND SOFTWARE
COULD HARM OUR BUSINESS.

         We cannot guarantee that trade secret, trademark, and copyright law
protections are adequate to deter misappropriation of our confidential
information. Moreover, we may be unable to detect the unauthorized use of our
intellectual property and take the necessary steps to enforce our rights. If
associates or third parties misappropriate our proprietary information, our
business could be harmed. Redressing infringements also may consume significant
management time and financial resources.

OUR CURRENT ASSOCIATES OWN A SUBSTANTIAL AMOUNT OF OUR STOCK, AND THEIR
INTERESTS MAY DIFFER FROM THOSE OF OTHER STOCKHOLDERS.

         Our current associates owned approximately 59% of our outstanding
capital stock as of October 15, 2001. As a result, our associates may elect
the board of directors and determine the outcome of any proposed corporate
transaction or other matter submitted to stockholders for their vote. Our
associates' interests in these matters might differ from those of our
non-associate stockholders.

CHANGE IN ASSOCIATE OWNERSHIP COULD ADVERSELY AFFECT OUR FIRM CULTURE.

         Historically, we have been predominantly owned by our associates. As
owners, our associates have traditionally been able to influence the direction
of the firm, which promotes an entrepreneurial spirit and motivates individual
performance. The class B-1 stock owned by our associates had a transfer
restriction that expired in October 2001, and the class B-2 stock own by our
associates has a transfer restriction that will expire in October 2002. When the
transfer restriction on the class B-2 stock expires and our associates' stock
becomes transferable,

                                       9
associate ownership may decline. A decline in associate ownership and an
increase in non-associate influence could lower morale that could, in turn,
adversely affect our business operations.

WE HAVE VARIOUS MECHANISMS IN PLACE THAT MAY PREVENT A CHANGE IN CONTROL THAT A
STOCKHOLDER MIGHT FAVOR.

         Our certificate of incorporation and bylaws contain provisions that
might discourage, delay or prevent a change in control that a stockholder might
favor. Our certificate of incorporation and/or bylaws:

         o    authorize the issuance of preferred stock without fixed
              characteristics that could be issued by our board of directors to
              increase the number of outstanding shares and deter a takeover
              attempt;

         o    classify our board of directors with staggered, three-year terms,
              which may lengthen the time required to gain control of our board
              of directors;

         o    provide that only the president or our board may call a special
              meeting of stockholders;

         o    prohibit stockholder action by written consent, which requires
              all actions to be taken at a meeting of the stockholders;

         o    provide that vacancies on our board of directors, including new
              directorships, may be filled only by the directors then in
              office;

         o    require super-majority voting for the stockholders to amend our
              bylaws, the classified board and other provisions of our
              certificate of incorporation; and

         o    prohibit a stockholder from presenting a proposal or director
              nomination at an annual meeting unless the stockholder provides
              us with sufficient advance notice.

THE MARKET PRICE OF OUR COMMON STOCK HAS BEEN AND MAY CONTINUE TO BE VOLATILE,
AND THE VALUE OF YOUR INVESTMENT MAY DECLINE.

         The market price of our common stock has been volatile since our
October 2000 initial public offering and may continue to be volatile. This
volatility may cause wide fluctuations in the price of our common stock on the
New York Stock Exchange. The market price is likely to be affected by:

         o    changes in general conditions in the economy or the financial
              markets;

         o    variations in our quarterly operating results;

         o    changes in financial estimates by securities analysts;

         o    other developments affecting us, our industry, customers or
              competitors;

         o    the operating and stock price performance of companies that
              investors deem comparable to us; and

         o    the number of shares available for resale in the public markets
              under applicable securities laws.

The entire stock market has experienced significant volatility in recent months.
This volatility has had a significant effect on the market prices of securities
issued by many companies for reasons unrelated to their financial performances.

                                       10
USE OF PROCEEDS

         Any selling stockholder who elects to offer shares of our Class A
common stock pursuant to this prospectus will receive the proceeds from any sale
of those shares. We will not receive any proceeds from the sale of shares under
this prospectus.

                              SELLING STOCKHOLDERS

         We are registering the shares on behalf of Program participants who may
elect in the future to sell stock received under the Program. This prospectus
covers the possible resale from time to time in the future of shares which may
be issued under the Program after the date this prospectus was first filed with
the Commission and of shares issued under the Program prior to the date this
prospectus was first filed with the Commission. Any selling stockholder will act
independently of us in making decisions with respect to the timing, manner, and
size of each sale of the shares. Accordingly, we cannot presently determine the
identities of the selling stockholders or estimate the amount of common stock
that will be held by the selling stockholders upon consummation of any sales. If
any person who participated in the Program in the future elects to sell shares
under this prospectus, we will provide and file with the Commission a prospectus
supplement that will identify the selling stockholders and contain specific
information about the terms of that offering, setting forth a table with the
following information:

         o    the name and principal position or positions over the past three
              years with us or our predecessor or affiliates of each selling
              stockholder;

         o    the number of shares of our common stock beneficially owned by
              each selling stockholder; o the number of shares of our Class A
              common stock which may be sold from time to time pursuant to this
              prospectus; and

         o    the number of shares of our common stock and the percentage of
              the total class of common stock outstanding to be beneficially
              owned by each selling stockholder following the offering,
              assuming the sale pursuant to the offering of all shares acquired
              by such selling stockholder is pursuant to the Program and
              covered by this prospectus.

         There is no assurance that any selling stockholder will offer any of
the shares that may be covered by this prospectus or will sell any or all of the
shares offered by him under this prospectus.
NAME OF SELLING STOCKHOLDER                                                                    SHARES BENEFICIALLY OWNED IF
AND PRINCIPAL POSITION WITH                   NUMBER OF SHARES                                ALL SHARES REGISTERED ARE SOLD
WATSON WYATT & COMPANY HOLDINGS              BENEFICIALLY OWNED         NUMBER OF SHARES      ------------------------------
(OR OUR PREDECESSOR OR AFFILIATES)           PRIOR TO OFFERING(1)       BEING REGISTERED       NUMBER             PERCENT(2)
----------------------------------           --------------------      ------------------     --------           ------------
*        Indicates ownership of less than 1%.

(1) The number of shares of common stock beneficially owned includes shares
issuable upon the exercise of options held by the stockholder that are currently
exercisable or exercisable within 60 days of the date of any information
furnished in a prospectus supplement.
(2)  Calculated based on Rule 13d-3(d)(i) of the Exchange Act.

                                       11
This prospectus also covers any additional shares of common stock that
become issuable in connection with the common stock being registered by reason
of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results in an
increase in the number of our outstanding shares of common stock.

                              PLAN OF DISTRIBUTION

         Participants may from time to time determine to offer for sale shares
of our common stock that they have received or that they receive in the future
under the Program. We will not receive any of the proceeds of this offering.

         Selling stockholders may sell shares covered by this prospectus
directly to purchasers from time to time. Alternatively, they may from time to
time offer those shares to or through underwriters, broker-dealers or agents,
who may receive compensation in the form of underwriting discounts, concessions
or commissions from the selling stockholders or the purchasers of such
securities for whom they may act as agents. The selling stockholders and any
underwriters, broker-dealers or agents that participate in the distribution of
the shares may be deemed to be "underwriters" within the meaning of the
Securities Act and any profit on the sale of such securities and any discounts,
commissions, concessions or other compensation received by any such underwriter,
broker-dealer or agent may be deemed to be underwriting discounts and
commissions under the Securities Act. All costs, expenses and fees in connection
with the registration of the shares will be borne by us, provided, however, that
any selling stockholders will pay all underwriting discounts and selling
commissions, if any.

         If a participant in the Program elects to sell shares under this
prospectus, the shares may be sold from time to time in one or more transactions
at fixed prices, at prevailing market prices at the time of sale, at varying
prices determined at the time of sale or at negotiated prices. Any such sale of
shares may be effected by means of one or more of the following transactions
(which may involve crosses or block transactions):

         o    on any national securities exchange, such as the New York Stock
              Exchange or quotation service on which the shares may be listed
              or quoted at the time of sale,

         o    in the over-the-counter market,

         o    in transactions otherwise than on such exchanges or services or
              in the over-the-counter market, or

         o    through the purchase and sale of over-the-counter options.

         In connection with sales of the shares or otherwise, selling
stockholders may enter into hedging transactions with broker-dealers, which may
in turn engage in short sales in the course of hedging the positions they
assume. Selling stockholders may also sell common stock short and deliver common
stock to close out such short positions, or loan or pledge common stock to
broker-dealers that in turn may sell such securities.

         To our knowledge, none of the participants in the Program have entered
into any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their shares, nor is there an underwriter
or coordinating broker acting in connection with a proposed sale of shares by
any selling stockholder.

                                  LEGAL MATTERS

    The valid issuance of the common stock offered hereby will be passed on for
us by Gibson, Dunn & Crutcher, LLP, Washington, D.C.

                                       12
EXPERTS

         The financial statements incorporated in this prospectus by reference
to our Annual Report on Form 10-K for the fiscal year ended June 30, 2001, have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

                                       13
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously filed with the Commission are hereby
incorporated by reference into this registration statement:

          1.   The description of our shares of class A common stock, par value
               $0.01 per share, contained in our Registration Statement on Form
               S-3, SEC File No. 333-94973, as amended, under the caption of
               "Description of Capital Stock, Certificate of Incorporation and
               Bylaws", which in turn is incorporated by reference in our Form
               8-A, filed October 4, 2000 (SEC file number 001-16159) pursuant
               to Section 12 of the Exchange Act, together with all amendments
               and reports filed with the Commission for the purposes of
               updating that description.

          2.   The Company's Annual Report on Form 10-K for its fiscal year
               ended June 30, 2001, filed on August 20, 2001.

          3.   Our Quarterly Report on Form 10-Q for the three months ended
               September 30, 2001, filed on November 9, 2001.

         All reports and other documents that the Company subsequently files
with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment indicating that
all securities offered under this registration statement have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement from the date of
filing of such report or document. Any statement contained in this registration
statement or any report or document incorporated into this registration
statement by reference, however, shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained in a subsequently dated report or document that is also considered
part of this registration statement, or in any amendment to this registration
statement, is inconsistent with such prior statement. The Company's file number
with the Commission is 001-16159.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Inapplicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Inapplicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Subsection (a) of Section 145 of the Delaware General Corporation Law
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
cause to believe his conduct was unlawful.

                                       II-1
Subsection (b) of Section 145 of the Delaware General Corporation Law
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification may be made in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery or the court in which such action
or suit was brought shall determine that despite the adjudication of liability
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.

         Section 145 of the Delaware General Corporation Law further provides
that to the extent a director, officer, employee or agent of a corporation has
been successful in the defense of any action, suit or proceeding referred to in
subsections (a) and (b) or in the defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith; that indemnification or
advancement of expenses provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and empowers the corporation to purchase and maintain insurance on behalf of a
director, officer, employee or agent of the corporation against any liability
asserted against him or incurred by him in any such capacity or arising out of
his status as such whether or not the corporation would have the power to
indemnify him against such liabilities under Section 145.

         Our certificate of incorporation provides that no director shall be
personally liable to Watson Wyatt & Company Holdings or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability:

         o    for any breach of that director's duty of loyalty to Watson Wyatt
              & Company Holdings or its stockholders;

         o    for acts or omissions not in good faith or which involve
              intentional misconduct or a knowing violation of law;

         o    under Section 174 of the Delaware General Corporation Law; or

         o    for any transaction from which the director derived an improper
              personal benefit.

         Our bylaws provide that we must indemnify our directors, officers and
employees against any liability incurred in connection with any proceeding in
which they may be involved as a party or otherwise, by reason of the fact that
he or she is or was a director, officer, employee, or agent of Watson Wyatt &
Company Holdings or is or was serving at the request of Watson Wyatt & Company
Holdings as a director, officer, employee, agent, fiduciary or trustee of
another corporation, partnership, joint venture, trust, employee benefit plan,
or other entity or enterprise, to the fullest extent authorized by the laws of
Delaware.

         Such indemnification may include advances of expenses prior to the
final disposition of such proceeding.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

         The shares which may be sold pursuant to the prospectus for the
respective accounts of the selling stockholders were issued to the selling
stockholders by the Company in reliance upon the exemption provided by Section
4(2) of the Securities Act. Such shares were issued to the selling stockholders
under the Program.

                                       II-2
ITEM 8.    EXHIBITS.
EXHIBIT NO.          DESCRIPTION
     -----------          --------------------------------------------------------------------
4.1                  Amended and Restated Certificate of Incorporation of the Company (1)

     4.2                  Amended and Restated Bylaws of the Company (2)

     5.1                  Opinion of Gibson, Dunn & Crutcher, LLP

     10.1                 Watson Wyatt & Company Holdings Compensation Program for Outside Directors

     23.1                 Consent of Gibson, Dunn & Crutcher, LLP (included in Exhibit 5.1)

     23.2                 Consent of PricewaterhouseCoopers LLP, independent accountants

     24.1                 Power of Attorney (included on the signature page of this registration statement)
(1)  Incorporated by reference from the Company's Form S-3/A, Amendment No. 1
     (File No. 333-94973), filed on March 17, 2000.

(2)  Incorporated by reference to the Company's Form 10-Q, filed on May 2, 2001.

ITEM 9.    UNDERTAKINGS.

(1)      The undersigned hereby undertakes:

         (a)  To file, during any period in which offers or sales are being
              made, a post-effective amendment to this registration statement:

              (i)  To include any prospectus required by Section 10(a)(3) of
                   the Securities Act;

              (ii) To reflect in the prospectus any facts or events arising
                   after the effective date of the registration statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the registration
                   statement. Notwithstanding the foregoing, any increase or
                   decrease in volume of securities offered (if the total
                   dollar value of securities offered would not exceed that
                   which was registered) and any deviation from the low or high
                   end of the estimated maximum offering range may be reflected
                   in the form of prospectus filed with the Commission pursuant
                   to Rule 424(b) if, in the aggregate, the changes in volume
                   and price represent no more than a 20 percent change in the
                   maximum aggregate offering price set forth in the
                   "Calculation of Registration Fee" table in the effective
                   registration statement;

             (iii) To include any material information with respect to the
                   plan of distribution not previously disclosed in the
                   registration statement or any material change to such
                   information in the registration statement;

             PROVIDED, HOWEVER, that paragraphs (1)(a)(i) and (1)(a)(ii) do
             not apply if the information required to be included in a
             post-effective amendment by those paragraphs is contained in
             periodic reports

                                       II-3
filed by the Company pursuant to Section 13 or Section 15(d) of
              the Exchange Act that are incorporated by reference in this
              registration statement.

         (b)  That, for the purpose of determining any liability under the
              Securities Act, each such post-effective amendment shall be
              deemed to be a new registration statement relating to the
              securities offered therein, and the offering of such securities
              at that time shall be deemed to be the initial BONA FIDE offering
              thereof.

         (c)  To remove from registration by means of a post-effective
              amendment any of the securities being registered which remain
              unsold at the termination of the offering.

(2) The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

(3) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                       II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Washington, D.C. on this 19th day of December, 2001.

                                         WATSON WYATT & COMPANY HOLDINGS

                                         By:   /s/ JOHN J. HALEY
                                            -----------------------------------
                                               Name:  John J. Haley
                                               Title:  Chief Executive Officer

                                POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated. Each of the directors and/or officers of the Company whose
signature appears below hereby appoints Walter W. Bardenwerper as his
attorney-in-fact to sign his name and on his behalf, in any and all capacities
stated below, and to file with the Commission any and all amendments, including
post-effective amendments to this registration statement as appropriate, and
generally to do all such things in his behalf in his capacity as an officer
and/or a director to enable the Company to comply with the provisions of the
Securities Act, and all requirements of the Commission.
SIGNATURE                         TITLE                                                DATE
               ---------                         -----                                                ----
/s/  JOHN J. HALEY                                President and Chief Executive                  12/19/01
----------------------------------------------    Officer (Principal Executive Officer)
Name: JOHN J. HALEY

/s/  CARL D. MAUTZ                                Chief Financial Officer (Principal             12/19/01
-----------------------------------------------   Financial Officer and Principal
Name: CARL D. MAUTZ                               Accounting Officer)

/s/  ELIZABETH M. CAFLISCH                        Director                                       12/17/01
----------------------------------------------
Name: ELIZABETH M. CAFLISCH

/s/  MAUREEN E. COTTER                            Director                                       12/19/01
----------------------------------------------
Name: MAUREEN E. COTTER

/s/ BARBARA HACKMAN FRANKLIN                       Director                                      12/19/01
----------------------------------------------
Name: BARBARA HACKMAN FRANKLIN

/s/ JOHN J. GABARRO                                Director                                      12/19/01
----------------------------------------------
Name: JOHN J. GABARRO

/s/ ERIC P. LOFGREN                                Director                                      12/19/01
-----------------------------------------------
NAME: ERIC P. LOFGREN

/s/  DAVID P. MARINI                               Director                                      12/19/01
-----------------------------------------------
NAME: DAVID P. MARINI
II-5
SIGNATURE                         TITLE                                                DATE
               ---------                         -----                                                ----
/s/  R.  MICHAEL MCCULLOUGH                        Director                                      12/15/01
-----------------------------------------------
NAME: R.  MICHAEL MCCULLOUGH

/s/ KEVIN L. MEEHAN                                Director                                      12/19/01
-----------------------------------------------
NAME: KEVIN L. MEEHAN

/s/ JOHN PHILIP S. ORBETA                          Director                                      12/18/01
-----------------------------------------------
NAME: JOHN PHILIP S. ORBETA

/s/ GILBERT T. RAY                                 Director                                      12/19/01
-----------------------------------------------
NAME: GILBERT T. RAY

/s/ SYLVESTER J. SCHIEBER                          Director                                      12/19/01
-----------------------------------------------
NAME: SYLVESTER J. SCHIEBER

/s/ EDWARD MANNO SHUMSKY                           Director                                      12/19/01
-----------------------------------------------
NAME: EDWARD MANNO SHUMSKY

                                                   Director
-----------------------------------------------
NAME: PAUL N. THORNTON

/s/ CHARLES P. WOOD, JR.                           Director                                      12/19/01
-----------------------------------------------
NAME: CHARLES P. WOOD, JR.

BY:
-----------------------------------------------
     WALTER W. BARDENWERPER
     Attorney-in-fact
II-6
EXHIBIT INDEX
SEQUENTIALLY
                                                                                                      NUMBERED
EXHIBIT NO.                                        DESCRIPTION                                         PAGE
-----------                                        -----------                                     -------------
4.1                 Amended and Restated Certificate of Incorporation of the Company (1)                 N/A

  4.2                 Amended and Restated Bylaws of the Company (2)                                       N/A

  5.1                 Opinion of Gibson, Dunn & Crutcher, LLP                                             II-8

  10.1                Watson Wyatt & Company Holdings Compensation Program for Outside Directors          II-9

  23.1                Consent of Gibson, Dunn & Crutcher, LLP (included in Exhibit 5.1)                    N/A

  23.2                Consent of PricewaterhouseCoopers LLP, independent accountants                      II-10

  24.1                Power of Attorney (included on the signature page of this registration
                      statement)                                                                           N/A
(1)  Incorporated by reference from the Company's Form S-3/A, Amendment No. 1
     (File No. 333-94973), filed on March 17, 2000.

(2)  Incorporated by reference to the Company's Form 10-Q, filed on May 2, 2001.

                                       II-7