<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)


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

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

        WATSON WYATT & COMPANY HOLDINGS 2001 EMPLOYEE STOCK PURCHASE PLAN
 WATSON WYATT & COMPANY HOLDINGS 2001 DEFERRED STOCK UNIT PLAN FOR SELECTED
                                   EMPLOYEES
                            (Full Title of the Plan)

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

     WALTER W. BARDENWERPER                             COPIES TO:
         HONG L. NGUYEN                            STEVEN R. LONDON, ESQ.
    WATSON WYATT & COMPANY HOLDINGS         BROWN, RUDNICK, FREED & GESMER, P.C.
        1717 H STREET, N.W.                         ONE FINANCIAL CENTER
      WASHINGTON, D.C. 20006                          BOSTON, MA 02111
                                                       (617) 856-8200
                     (Name and Address of Agent For Service)

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

                                 (202) 715-7000
          (Telephone Number, Including Area Code, of Agent For Service)

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

<Table>
<Caption>

                                                CALCULATION OF REGISTRATION FEE
---------------------------- ----------------------- ------------------------ ------------------------ -----------------------
                                                        PROPOSED MAXIMUM         PROPOSED MAXIMUM
    TITLE OF SECURITIES           AMOUNT TO BE           OFFERING PRICE              AGGREGATE               AMOUNT OF
     TO BE REGISTERED            REGISTERED(1)            PER SHARE(2)           OFFERING PRICE(2)      REGISTRATION FEE(2)
---------------------------- ----------------------- ------------------------ ------------------------ -----------------------
---------------------------- ----------------------- ------------------------ ------------------------ -----------------------
<S>                             <C>                          <C>                    <C>                       <C>
 CLASS A COMMON STOCK, PAR      2,250,000 SHARES             $21.66                 $48,735,000               $11,648
   VALUE $0.01 PER SHARE
---------------------------- ----------------------- ------------------------ ------------------------ -----------------------
</Table>

(1) Consists of 750,000 shares of class A common stock that may be issued under
    the Watson Wyatt & Company Holdings 2001 Employee Stock Purchase Plan; and
    1,500,000 shares of class A common stock that may be issued under the Watson
    Wyatt & Company Holdings 2001 Deferred Stock Unit Plan for Selected
    Employees. Also registered hereunder are such additional number of shares of
    Common Stock, presently indeterminable, as may be necessary to satisfy the
    anti-dilution provisions of the Plans to which this Registration Statement
    relates.

(2) Estimated solely for the purpose of determining the registration fee
    pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of
    the average high and low prices for the Registrant's Common Stock as quoted
    on the New York Stock Exchange on December 17, 2001.


<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 the shares of class A common stock, par value $0.01
          per share, contained in the Registrant's 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 the
          Registrant's 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 Registrant's Annual Report on Form 10-K for its fiscal year ended
          June 30, 2001, filed on August 20, 2001.

     3.   The Registrant's 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 Registrant 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.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

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,

                                       2

<Page>


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.

     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,

                                       3
<Page>

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.

     Not applicable.

ITEM 8.  EXHIBITS.

Exhibits


<Table>
<Caption>

No.      Identification
---      --------------
<S>      <C>
4.1      Amended and Restated Certificate of Incorporation of the Registrant. (1)
4.2      Amended and Restated Bylaws of the Registrant. (2)
4.3      Specimen Certificate of Common Stock. (1)
5        Opinion of Brown, Rudnick, Freed & Gesmer, P.C. (3)
10.1     Watson Wyatt & Company Holdings 2001 Employee Stock Purchase Plan. (4)
10.2     Watson Wyatt & Company Holdings 2001 Deferred Stock Unit Plan for Selected Employees. (4)
23.1     Consent of Brown, Rudnick, Freed & Gesmer, P.C. (included in its opinion filed as Exhibit 5 to this
         Registration Statement). (3)
23.2     Consent of PricewaterhouseCoopers LLP, independent accountants. (3)
24       Power of Attorney (included on the Signature Page to this Registration Statement). (3)

</Table>

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

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

(3)  Filed herewith.

(4)  Incorporated by reference from the Registrant's Definitive Proxy Statement
     on Schedule 14A (File number 001-16159), filed on October 5, 2001.

ITEM 9.  UNDERTAKINGS.

     The Registrant hereby undertakes:

(a) (1) 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 this 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 this 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


                                       4
<Page>

          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% 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 (a)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the Registrant
     pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
     by reference in this Registration Statement.

           (2) 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 the time shall be deemed to be the
      initial bona fide offering thereof.

           (3) 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.

(b) That, for purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to any provision or arrangement whereby the Registrant may
indemnify a director, officer or controlling person of the Registrant against
liabilities arising under the Securities Act, or otherwise, the Registrant 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 Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant 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 Registrant 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.

                                       5

<Page>





                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 December 19, 2001.

                                    WATSON WYATT & COMPANY HOLDINGS


                                    By: /S/ JOHN J. HALEY
                                        -------------------------------------
                                        John J. Haley
                                        President and 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 Officer       12/19/01
---------------------------         (Principal Executive Officer)
John J. Haley

/S/ CARL D. MAUTZ                   Chief Financial Officer                     12/19/01
---------------------------         (Principal Financial Officer and
Carl D. Mautz                       Principal Accounting Officer)


/S/ ELIZABETH M. CAFLISCH           Director                                    12/17/01
---------------------------
Elizabeth M. Caflisch

/S/ MAUREEN E. COTTER               Director                                    12/19/01
---------------------------
Maureen E. Cotter

/S/ BARBARA HACKMAN FRANKLIN        Director                                    12/19/01
---------------------------
Barbara Hackman Franklin

/S/ JOHN J. GABARRO                 Director                                    12/19/01
---------------------------
John J. Gabarro
</Table>


<Page>
<Table>
<Caption>

<S>                                <C>                                          <C>
/S/ ERIC P. LOFGREN                 Director                                    12/19/01
---------------------------
Eric P. Lofgren

/S/ DAVID P. MARINI                 Director                                    12/19/01
---------------------------
David P. Marini

/S/ R. MICHAEL MCCULLOUGH           Director                                    12/15/01
---------------------------
R. Michael McCullough

/S/ KEVIN L. MEEHAN                 Director                                    12/19/01
---------------------------
Kevin L. Meehan

/S/ JOHN PHILIP S. ORBETA           Director                                    12/18/01
---------------------------
John Philip S. Orbeta

/S/ GILBERT T. RAY                  Director                                    12/19/01
---------------------------
Gilbert T. Ray

/S/ SYLVESTER J. SCHIEBER           Director                                    12/19/01
---------------------------
Sylvester J. Schieber

/S/ EDWARD MANNO SHUMSKY            Director                                    12/19/01
---------------------------
Edward Manno Shumsky

                                    Director
---------------------------
Paul N. Thornton

/S/ CHARLES P. WOOD, JR.            Director                                    12/19/01
---------------------------
Charles P. Wood, Jr.


---------------------------
Walter W. Bardenwerper
Attorney-in-fact
</Table>




<Page>





                         WATSON WYATT & COMPANY HOLDINGS

                                    Form S-8

                                  EXHIBIT INDEX

Exhibits

<Table>
<Caption>

No.      Identification
---      --------------

<S>      <C>
4.1      Amended and Restated Certificate of Incorporation of the Registrant. (1)
4.2      Amended and Restated Bylaws of the Registrant. (2)
4.3      Specimen Certificate of Common Stock. (1)
5        Opinion of Brown, Rudnick, Freed & Gesmer, P.C. (3)
10.1     Watson Wyatt & Company Holdings 2001 Employee Stock Purchase Plan. (4)
10.2     Watson Wyatt & Company Holdings 2001 Deferred Stock Unit Plan for Selected Employees. (4)
23.1     Consent of Brown, Rudnick, Freed & Gesmer, P.C. (included in its opinion filed as Exhibit 5 to this
         Registration Statement). (3)
23.2     Consent of PricewaterhouseCoopers LLP, independent accountants. (3)
24       Power of Attorney (included on the Signature Page to this Registration Statement). (3)

</Table>

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

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

(3)  Filed herewith.

(4)  Incorporated by reference from the Registrant's Definitive Proxy Statement
     on Schedule 14A (File number 001-16159), filed on October 5, 2001.
[{"type": "S-8", "sequence": "1", "filename": "a2066288zs-8.txt", "description": "S-8", "secsgml_size_bytes": 23017}]
{"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": "333-75498", "film-number": "1818016"}, "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              WASHINGTON, D.C. 20006         (I.R.S. Employer
  Jurisdiction of                                            Identification No.)
  Incorporation or
   Organization)
           (Address of Principal Executive Offices Including Zip Code)

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

        WATSON WYATT & COMPANY HOLDINGS 2001 EMPLOYEE STOCK PURCHASE PLAN
 WATSON WYATT & COMPANY HOLDINGS 2001 DEFERRED STOCK UNIT PLAN FOR SELECTED
                                   EMPLOYEES
                            (Full Title of the Plan)

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

     WALTER W. BARDENWERPER                             COPIES TO:
         HONG L. NGUYEN                            STEVEN R. LONDON, ESQ.
    WATSON WYATT & COMPANY HOLDINGS         BROWN, RUDNICK, FREED & GESMER, P.C.
        1717 H STREET, N.W.                         ONE FINANCIAL CENTER
      WASHINGTON, D.C. 20006                          BOSTON, MA 02111
                                                       (617) 856-8200
                     (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(1)            PER SHARE(2)           OFFERING PRICE(2)      REGISTRATION FEE(2)
---------------------------- ----------------------- ------------------------ ------------------------ -----------------------
---------------------------- ----------------------- ------------------------ ------------------------ -----------------------
CLASS A COMMON STOCK, PAR      2,250,000 SHARES             $21.66                 $48,735,000               $11,648
   VALUE $0.01 PER SHARE
---------------------------- ----------------------- ------------------------ ------------------------ -----------------------
(1) Consists of 750,000 shares of class A common stock that may be issued under
    the Watson Wyatt & Company Holdings 2001 Employee Stock Purchase Plan; and
    1,500,000 shares of class A common stock that may be issued under the Watson
    Wyatt & Company Holdings 2001 Deferred Stock Unit Plan for Selected
    Employees. Also registered hereunder are such additional number of shares of
    Common Stock, presently indeterminable, as may be necessary to satisfy the
    anti-dilution provisions of the Plans to which this Registration Statement
    relates.

(2) Estimated solely for the purpose of determining the registration fee
    pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of
    the average high and low prices for the Registrant's Common Stock as quoted
    on the New York Stock Exchange on December 17, 2001.
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 the shares of class A common stock, par value $0.01
          per share, contained in the Registrant's 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 the
          Registrant's 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 Registrant's Annual Report on Form 10-K for its fiscal year ended
          June 30, 2001, filed on August 20, 2001.

     3.   The Registrant's 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 Registrant 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.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

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,

                                       2
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.

     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,

                                       3
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.

     Not applicable.

ITEM 8.  EXHIBITS.

Exhibits
No.      Identification
---      --------------
4.1      Amended and Restated Certificate of Incorporation of the Registrant. (1)
4.2      Amended and Restated Bylaws of the Registrant. (2)
4.3      Specimen Certificate of Common Stock. (1)
5        Opinion of Brown, Rudnick, Freed & Gesmer, P.C. (3)
10.1     Watson Wyatt & Company Holdings 2001 Employee Stock Purchase Plan. (4)
10.2     Watson Wyatt & Company Holdings 2001 Deferred Stock Unit Plan for Selected Employees. (4)
23.1     Consent of Brown, Rudnick, Freed & Gesmer, P.C. (included in its opinion filed as Exhibit 5 to this
         Registration Statement). (3)
23.2     Consent of PricewaterhouseCoopers LLP, independent accountants. (3)
24       Power of Attorney (included on the Signature Page to this Registration Statement). (3)
(1)  Incorporated by reference from the Registrant's Registration Statement on
     Form S-3/A, Amendment No. 1 (File No. 333-94973), filed on March 17, 2000.

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

(3)  Filed herewith.

(4)  Incorporated by reference from the Registrant's Definitive Proxy Statement
     on Schedule 14A (File number 001-16159), filed on October 5, 2001.

ITEM 9.  UNDERTAKINGS.

     The Registrant hereby undertakes:

(a) (1) 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 this 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 this 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

                                       4
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% 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 (a)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the Registrant
     pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
     by reference in this Registration Statement.

           (2) 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 the time shall be deemed to be the
      initial bona fide offering thereof.

           (3) 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.

(b) That, for purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to any provision or arrangement whereby the Registrant may
indemnify a director, officer or controlling person of the Registrant against
liabilities arising under the Securities Act, or otherwise, the Registrant 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 Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant 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 Registrant 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.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 December 19, 2001.

                                    WATSON WYATT & COMPANY HOLDINGS

                                    By: /S/ JOHN J. HALEY
                                        -------------------------------------
                                        John J. Haley
                                        President and 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 Officer       12/19/01
---------------------------         (Principal Executive Officer)
John J. Haley

/S/ CARL D. MAUTZ                   Chief Financial Officer                     12/19/01
---------------------------         (Principal Financial Officer and
Carl D. Mautz                       Principal Accounting Officer)

/S/ ELIZABETH M. CAFLISCH           Director                                    12/17/01
---------------------------
Elizabeth M. Caflisch

/S/ MAUREEN E. COTTER               Director                                    12/19/01
---------------------------
Maureen E. Cotter

/S/ BARBARA HACKMAN FRANKLIN        Director                                    12/19/01
---------------------------
Barbara Hackman Franklin

/S/ JOHN J. GABARRO                 Director                                    12/19/01
---------------------------
John J. Gabarro
/S/ ERIC P. LOFGREN                 Director                                    12/19/01
---------------------------
Eric P. Lofgren

/S/ DAVID P. MARINI                 Director                                    12/19/01
---------------------------
David P. Marini

/S/ R. MICHAEL MCCULLOUGH           Director                                    12/15/01
---------------------------
R. Michael McCullough

/S/ KEVIN L. MEEHAN                 Director                                    12/19/01
---------------------------
Kevin L. Meehan

/S/ JOHN PHILIP S. ORBETA           Director                                    12/18/01
---------------------------
John Philip S. Orbeta

/S/ GILBERT T. RAY                  Director                                    12/19/01
---------------------------
Gilbert T. Ray

/S/ SYLVESTER J. SCHIEBER           Director                                    12/19/01
---------------------------
Sylvester J. Schieber

/S/ EDWARD MANNO SHUMSKY            Director                                    12/19/01
---------------------------
Edward Manno Shumsky

                                    Director
---------------------------
Paul N. Thornton

/S/ CHARLES P. WOOD, JR.            Director                                    12/19/01
---------------------------
Charles P. Wood, Jr.

---------------------------
Walter W. Bardenwerper
Attorney-in-fact
WATSON WYATT & COMPANY HOLDINGS

                                    Form S-8

                                  EXHIBIT INDEX

Exhibits
No.      Identification
---      --------------
4.1      Amended and Restated Certificate of Incorporation of the Registrant. (1)
4.2      Amended and Restated Bylaws of the Registrant. (2)
4.3      Specimen Certificate of Common Stock. (1)
5        Opinion of Brown, Rudnick, Freed & Gesmer, P.C. (3)
10.1     Watson Wyatt & Company Holdings 2001 Employee Stock Purchase Plan. (4)
10.2     Watson Wyatt & Company Holdings 2001 Deferred Stock Unit Plan for Selected Employees. (4)
23.1     Consent of Brown, Rudnick, Freed & Gesmer, P.C. (included in its opinion filed as Exhibit 5 to this
         Registration Statement). (3)
23.2     Consent of PricewaterhouseCoopers LLP, independent accountants. (3)
24       Power of Attorney (included on the Signature Page to this Registration Statement). (3)
(1)  Incorporated by reference from the Registrant's Registration Statement on
     Form S-3/A, Amendment No. 1 (File No. 333-94973), filed on March 17, 2000.

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

(3)  Filed herewith.

(4)  Incorporated by reference from the Registrant's Definitive Proxy Statement
     on Schedule 14A (File number 001-16159), filed on October 5, 2001.