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 *
GOUDIS RICHARD
   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)
Chief Operating Officer
(Last)
(First)
(Middle)
800 W. OLYMPIC BOULEVARD, #406		 3. Date of Earliest Transaction (Month/Day/Year)
12/08/2010
(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 12/08/2010   M   75,000 A $ 15 157,048 D  
Common Stock 12/08/2010   S(1)   85,000 D $ 69.08 (2) 72,048 D  
Common Stock 12/08/2010   M   29,925 A $ 32.79 101,973 D  
Common Stock 12/08/2010   D   21,547 D $ 69.05 80,426 D  
Common Stock 12/08/2010   M   26,083 A $ 40.25 106,509 D  
Common Stock 12/08/2010   D   20,284 D $ 69.05 86,225 D  
Common Stock 12/08/2010   M   8,878 A $ 43.13 95,103 D  
Common Stock 12/08/2010   D   7,102 D $ 69.05 88,001 D  
Common Stock 12/08/2010   M   2,400 A $ 43.83 90,401 D  
Common Stock 12/08/2010   D   1,934 D $ 69.05 88,467 D  
Common Stock 12/08/2010   M   4,439 A $ 13.64 92,906 D  
Common Stock 12/08/2010   D   2,540 D $ 69.05 90,366 D  
Common Stock 12/09/2010   S(1)   18,318 D $ 69.14 (3) 72,048 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
Non-Qualified Stock Option (Right to Buy) $ 15 12/08/2010   M     75,000   (4) 04/27/2015 Common Stock 75,000 $ 0 0 D  
Stock Appreciation Rights $ 32.79 12/08/2010   M     29,925   (5) 03/23/2016 Common Stock 29,925 $ 0 1,575 D  
Stock Appreciation Rights $ 40.25 12/08/2010   M     26,083   (6) 05/29/2017 Common Stock 26,083 $ 0 0 D  
Stock Appreciation Rights $ 43.13 12/08/2010   M     8,878   (7) 02/28/2018 Common Stock 8,878 $ 0 13,317 D  
Stock Appreciation Rights $ 43.83 12/08/2010   M     2,400   (8) 08/04/2018 Common Stock 2,400 $ 0 3,600 D  
Stock Appreciation Rights $ 13.64 12/08/2010   M     4,439   (9) 02/27/2019 Common Stock 4,439 $ 0 17,756 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GOUDIS RICHARD
800 W. OLYMPIC BOULEVARD, #406
LOS ANGELES, CA 90015		       Chief Operating Officer  

Signatures

 Richard P. Goudis by Brett R. Chapman, Attorney-in-Fact   12/10/2010
**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 November 09, 2011.
(2) This transaction was executed in multiple trades at prices ranging from $68.91 to $69.74. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(3) This transaction was executed in multiple trades at prices ranging from $68.97 to $69.70. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(4) Consists of Non-Qualified Stock Options granted under the Herbalife Ltd. 2004 Stock Incentive Plan. The options vested were fully vested on June 30, 2010.
(5) Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan that vest in 5% increments commencing on March 31, 2006 through March 30, 2011.
(6) Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan which were fully vested on May 29, 2010.
(7) 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.
(8) Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested August 4, 2009, 20% vested August 4, 2010 and the remaining 60% will vest August 4, 2011.
(9) Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested February 27, 2010, 20% will vest February 27, 2011 and the remaining 60% will vest February 27, 2012.

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