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 *
  Okuhara Gioji
 2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2014		 3. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [HLF]
(Last)
(First)
(Middle)
800 W. OLYMPIC BLVD, SUITE 406		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, General Manager, Brazil
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LOS ANGELES, CA 90015		 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 3,193
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
Stock Appreciation Rights   (1) 03/31/2021 Common Stock 9,400 $ 40.68 D  
Stock Appreciation Rights   (2) 05/18/2021 Common Stock 4,514 $ 53.29 D  
Stock Appreciation Rights   (3) 05/31/2022 Common Stock 7,868 $ 44.79 D  
Stock Appreciation Rights   (4) 12/19/2023 Common Stock 3,995 $ 79.58 D  
Stock Appreciation Rights   (5) 04/30/2024 Common Stock 4,128 $ 59.98 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Okuhara Gioji
800 W. OLYMPIC BLVD
SUITE 406
LOS ANGELES, CA 90015		       VP, General Manager, Brazil  

Signatures

Gioji Okuhara by Jim Berklas, Attorney-in-Fact 08/04/2014
**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) These stock appreciation rights were fully vested as of March 31, 2014.
(2) These stock appreciation rights were fully vested as of May 18, 2014.
(3) Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested on May 31, 2013, 20% vested on May 31, 2014 and the remaining 60% will vest on May 31,2015.
(4) Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested June 21, 2014, 20% will vest June 21, 2015 and the remaining 60% will vest on June 21, 2016.
(5) Consists of stock appreciation rights granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% will vest April 30, 2015, 20% will vest April 30, 2016 and the remaining 60% will vest on April 30, 2017.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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