FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  BURDICK HENRY
 2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2004		 3. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [HLF]
(Last)
(First)
(Middle)
C/O HERBALIFE INTERNATIONAL, INC., 1800 CENTURY PARK EAST		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LOS ANGELES, CA 90067		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 284,090
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option   (1) 12/04/2012 Common Stock 25,000 $ 0.88 I Beneficially owned by Burdick Family Trust
Non-Qualified Stock Option   (2) 12/04/2012 Common Stock 150,000 $ 0.88 I Beneficially owned by Burdick Family Trust
Non-Qualified Stock Option   (3) 05/01/2013 Common Stock 40,000 $ 0.88 D  
Non-Qualified Stock Option   (1) 12/04/2012 Common Stock 25,000 $ 3.52 I Beneficially owned by Burdick Family Trust
Non-Qualified Stock Option   (2) 12/04/2012 Common Stock 150,000 $ 3.52 I Beneficially owned by Burdick Family Trust
Non-Qualified Stock Option   (4) 05/01/2013 Common Stock 40,000 $ 3.52 D  
Non-Qualified Stock Option   (4) 05/01/2013 Common Stock 40,000 $ 10.56 D  
Non-Qualified Stock Option   (4) 05/01/2013 Common Stock 40,000 $ 17.6 D  
Non-Qualified Stock Option   (4) 05/01/2013 Common Stock 40,000 $ 24.64 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BURDICK HENRY
C/O HERBALIFE INTERNATIONAL, INC.
1800 CENTURY PARK EAST
LOS ANGELES, CA 90067		   X      

Signatures

/s/ Vicki Tuchman, by power of attorney 12/15/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Options vest 5% on issuance on 12/4/02 and thereafter in quarterly 5% increments commencing on 12/31/02.
(2) Options vest 50,000 upon the establishment of the Scientific Advisory Board of Herbalife International, Inc., to the reasonable satisfaction of the Board of Directors; 50,000 upon the restructuring of the Medical Advisory Board of Herbalife International, Inc., to the reasonable satisfaction of the Board of Directors; and 50,000 upon the restructuring of the product development process for Herbalife and its subsidiaries, to the reasonable satisfaction of the Board of Directors.
(3) Options vest in two equal increments on 5/1/04 and on 5/1/05.
(4) Options vest 20% on 5/1/04 and quarterly thereafter in 5% increments beginning 9/30/04.

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