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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(Print or Type Responses)
1. Name and Address of Reporting Person *
PEZZULLO DAVID
   2. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [HLF] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP-Global Manufacturing Ops
(Last)
(First)
(Middle)
800 W. OLYMPIC BOULEVARD, #406		 3. Date of Earliest Transaction (Month/Day/Year)
10/11/2010
(Street)

LOS ANGELES, CA 90015		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 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 10/11/2010   S(1)   1,544 D $ 64.48 24,620 D  
Common Stock 10/11/2010   M   19,342 A $ 40.25 43,962 D  
Common Stock 10/11/2010   D   15,421 D $ 64.95 28,541 D  
Common Stock 10/11/2010   M   18,900 A $ 32.79 47,441 D  
Common Stock 10/11/2010   D   13,911 D $ 64.95 33,530 D  
Common Stock 10/11/2010   M   6,458 A $ 43.13 39,988 D  
Common Stock 10/11/2010   D   5,302 D $ 64.95 34,686 D  
Common Stock 10/12/2010   S(1)   10,066 D $ 64.83 24,704 (2) D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights $ 32.79 10/11/2010   M     18,900   (3) 03/23/2016 Common Stock 18,900 $ 0 2,100 D  
Stock Appreciation Rights $ 40.25 10/11/2010   M     19,342   (4) 05/29/2017 Common Stock 19,342 $ 0 0 D  
Stock Appreciation Rights $ 43.13 10/11/2010   M     6,458   (5) 02/28/2018 Common Stock 6,458 $ 0 9,687 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PEZZULLO DAVID
800 W. OLYMPIC BOULEVARD, #406
LOS ANGELES, CA 90015		       SVP-Global Manufacturing Ops  

Signatures

 David Pezzullo by Brett R. Chapman, Attorney-in-Fact   10/13/2010
**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) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 9, 2010.
(2) Includes 84 shares purchased on September 30, 2010 under the issuer's Employee Stock Purchase Plan.
(3) Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested May 29, 2008, 20% vested May 29, 2009 and the remaining 60% vested May 29, 2010.
(4) Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan that vest in 5% increments commencing on March 30, 2006 and on the last day of the nineteen subsequent calendar quarters.
(5) Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested February 28, 2009, 20% vested February 28, 2010 and the remaining 60% will vest February 28, 2011.

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