Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Rogers Jesse

2. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [HLF]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, 33RD FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2004

(Street)

SAN FRANCISCO, CA 94111

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/15/2004		S		173,648 ⁽¹⁾	D	$ 13.02	14,974,722	I ⁽²⁾	See Footnote ⁽²⁾

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rogers Jesse ONE EMBARCADERO CENTER, 33RD FLOOR SAN FRANCISCO, CA 94111	X	X
Golden Gate Capital Management, L.L.C. ONE EMBARCADERO CENTER, 33RD FLOOR SAN FRANCISCO, CA 94111		X
CCG Investments (BVI), L.P. ONE EMBARCADERO CENTER, 33RD FLOOR SAN FRANCISCO, CA 94111		X
CCG Associates-QP, LLC ONE EMBARCADERO CENTER, 33RD FLOOR SAN FRANCISCO, CA 94111		X
CCG Associates-AI, LLC ONE EMBARCADERO CENTER, 33RD FLOOR SAN FRANCISCO, CA 94111		X
CCG Investment Fund-AI, LP ONE EMBARCADERO CENTER, 33RD FLOOR SAN FRANCISCO, CA 94111		X
CCG AV, LLC-Series C ONE EMBARCADERO CENTER, 33RD FLOOR SAN FRANCISCO, CA 94111		X
CCG AV, LLC-Series E ONE EMBARCADERO CENTER, 33RD FLOOR SAN FRANCISCO, CA 94111		X
CCG CI, LLC ONE EMBARCADERO CENTER, 33RD FLOOR SAN FRANCISCO, CA 94111		X
DOMINIK DAVID ONE EMBARCADERO CENTER, 33RD FLOOR SAN FRANCISCO, CA 94111		X

Signatures

/s/ Jesse T. Rogers		02/10/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Consists of 151,628 shares directly owned and sold by CCG Investments (BVI), L.P., 7,622 shares directly owned and sold by CCG Associates-QP, LLC, 709 shares directly owned and sold by CCG Associates-AI, LLC, 2,031 shares directly owned and sold by CCG Investment Fund-AI, LP, 5,002 shares directly owned and sold by CCG AV, LLC-Series C, 4,063 shares directly owned and sold by CCG AV, LLC-Series E and 2,593 shares directly owned and sold by CCG CI, LLC. Golden Gate Capital Management, L.L.C., as general partner or managing member of all the above entities, and Mr. David C. Dominik and Mr. Jesse T. Rogers, as principal Managing Members of Golden Gate Capital Management, L.L.C., share voting and dispositive power of the reported shares and may each be deemed to have shared beneficial ownership of the reported shares.
(2)	Consists of 13,075,768 shares directly owned by CCG Investments (BVI), L.P., 657,306 shares directly owned by CCG Associates-QP, LLC, 61,118 shares directly owned by CCG Associates-AI, LLC, 175,172 shares directly owned by CCG Investment Fund-AI, LP, 431,354 shares directly owned by CCG AV, LLC-Series C, 350,355 shares directly owned by CCG AV, LLC-Series E and 223,649 shares directly owned by CCG CI, LLC. Golden Gate Capital Management, L.L.C., as general partner or managing member of all the above entities, and Mr. David C. Dominik and Mr. Jesse T. Rogers, as principal Managing Members of Golden Gate Capital Management, L.L.C., share voting and dispositive power of the reported shares and may each be deemed to share beneficial ownership of the reported shares. Each of the reporting persons disclaims beneficial ownership of the shares owned of record by other reporting persons except to the extent of such reporting person's pecuniary interest therein.
Remarks: Exhibit A - Joint Filer Information

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