UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   January 23, 2008

Herbalife Ltd.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Cayman Islands 1-32381 98-0377871
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
P.O. Box 309GT, Ugland House, South Church Street, Grand Cayman, Cayman Islands   00000
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   c/o (310) 410-9600

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) and (d)

On January 28, 2008, Herbalife Ltd. (the "Company") issued a press release announcing that Mr. Peter Maslen, a Class III member of the Company’s Board of Directors (the "Board") communicated his decision to retire from the Board effective as of the close of business on January 23, 2008. The Company also announced that the Board elected Mr. Hal Gaba to fill the vacancy created by Mr. Maslen’s retirement, effective as of the close of business on January 23, 2008. In connection with his election, the Board determined that Mr. Gaba is independent under both the Company’s independence guidelines as well as Section 303A.02 of the New York Stock Exchange Listed Company Manual. Mr. Gaba will serve as a member of the Company’s audit committee.

A copy of the press release announcing the matters set forth above is attached hereto as Exhibit 99.1 and incorporated by reference herein.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release issued by Herbalife Ltd. on January 28, 2008.





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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Herbalife Ltd.
          
January 28, 2008   By:   /s/ Brett R. Chapman
       
        Name: Brett R. Chapman
        Title: General Counsel

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Exhibit Index


     
Exhibit No.   Description
 
99.1
  Press Release dated January 28, 2008