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December 13, 2004

Securities
and Exchange Commission

Division
of Corporation Finance

450
Fifth Street, N.W.

Washington
D.C.  20549

  Attn:

  Linda van Doorn

  William Demarest

  Re:

  Watson Wyatt & Company Holding Form 10-K for the year ended
  June 30, 2004

  File No. 001-16159

Dear
Ms. Doorn and Mr. Demarest:

We
are submitting this letter in response to your letter, dated November 30,
2004, to Carl Mautz, Chief Financial Officer of Watson Wyatt & Company
Holdings (the Company).  The responses
set forth below correspond to each numbered paragraph in your letter.

In
connection with our response, we acknowledge the following:

•                  The
Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

•                  Staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

•                  The
Company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

Notes to Consolidated Financial Statements

Note 1 - Summary of Significant Accounting
Policies

1.              Please expand your
disclosure in future filings to include the information provided in response to
prior comment 6.

We will expand our disclosure in future
filings to include the information provided in response to prior comment 6.

Note 4 - Investments in Affiliates

2.              Related to prior
comment 10, in Note 1 on page 50 you state, “FIN 46(R) requires that certain
variable interest entities be consolidated by the primary beneficiary of the
entity if the equity investors in the entity do
not have the characteristics of a controlling financial interest or do not have
sufficient equity at risk.”  The staff
notes that the second part of this statement refers to how a variable interest
entity is defined, not whether it should be consolidated. Also, in the same
paragraph, you state, “The Company does not have a controlling financial
interest in entities it determined to be variable interest entities, and as a
result, the Company is not the primary beneficiary.”  The staff notes that a controlling financial
interest is

not required to be the primary
beneficiary.  Reference is made to
paragraph 14 of FIN 46(R).  Please revise
the disclosure as necessary.

We will revise in future filings all
disclosures related to FIN 46 to reflect the following:

FIN 46(R) expands existing accounting
guidance about when a company should include in its consolidated financial
statements the assets, liabilities, and activities of another entity.  In general, FIN 46(R) requires a variable
interest entity (VIE), as defined by FIN 46(R), to be consolidated by its
primary beneficiary.  The primary
beneficiary is defined as the company that will absorb a majority of the VIE’s
expected losses or residual returns if they occur.  Since the Company is not obligated to absorb
a majority of expected losses or residual returns in the entities it determined
to be variable interest entities, the Company is not required to consolidate these
entities.  Therefore, the adoption of FIN
46(R) had no effect on the Company.

3.              Please expand your
disclosure in future filings to include the information provided in response to
prior comment 11.

We will expand our disclosure in future
filings to include the information provided in response to prior comment 11.

Note 13 - Segment Information

4.              Related to prior
comment 16, please revise your presentation and disclosure in future filings to
more accurately describe this reconciling item. Reference is made to paragraph
32 of SFAS 131.

We will revise our presentation and
disclosure in future filings to more accurately describe the reconciling items
as discussed in our response to prior comment 16 and in accordance with
paragraph 32 of SFAS 131.

Note 14 - Commitments and Contingent
Liabilities

5.              Related to prior
comment 17, please expand your disclosure in future filings to include this
information.  Specifically, you should
indicate that you are unable to reasonably estimate the possible  loss or range of possible losses.
Reference is made to paragraph 10 of SFAS 5.

We will expand our disclosure in future
filings to include the information provided in response to prior comment 17,
updated as applicable to comply with the guidance provided in paragraph 10 of
SFAS 5.

Note 16 - Discontinued Operations

6.              Related to prior
comments 19 and 20, explain to us why you are receiving positive cash flow from
sub-leases when you have no direct cash obligation.

In accordance with the contractual
arrangements pursuant to which Watson Wyatt divested its interest in
Wellspring, Watson Wyatt agreed to share with State Street either costs or
benefits arising from certain facilities leased by Wellspring. Since one of the
three Wellspring leases are currently sub-leased at rates in excess of the
lease rate, the Company is contractually entitled to a share of the benefit of
the excess cash flow from the sub-leases.
The Company has no direct cash obligation to Wellspring in the sense
that its obligation is contingent upon the remaining space being vacated.

We believe we have addressed all of your comments.  Please contact me at (202) 715-7056 if you
wish to discuss any of our responses.

  Very Truly Yours,

  /s/ Carl D. Mautz

  Carl D. Mautz

  Chief Financial Officer

  Watson Wyatt and Company Holdings

  cc:

  Brian Lane, Esq.

  Walter W. Bardenwerper, Esq.

  Hong Nguyen, Esq.

  Peter L. Childs, Controller