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):   April 30, 2009

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   KY1-1106
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   c/o (213) 745-0500

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 8.01 Other Events.

On April 30, 2009, Herbalife Ltd. (the "Company") issued a press release announcing that the Company's Board of Directors had declared a $0.20 per share cash dividend payable on May 22, 2009, to shareholders of record on June 5, 2009. The Company's Board of Directors also authorized a program for the Company to repurchase up to $300 million of its common stock during the next two years, at such times and prices as determined by Company management, as market conditions may warrant.

Additionally, as announced in the press release, at the Company’s 2009 annual general meeting of shareholders held on April 30, 2009, each of Messrs. Pedro Cardoso and Murray H. Dashe were elected, and Ms. Colombe Nicholas was reelected, as Class II members of the Company’s Board of Directors.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release issued by Herbalife Ltd. on April 30, 2009.





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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.
          
April 30, 2009   By:   Brett R. Chapman
       
        Name: Brett R. Chapman
        Title: General Counsel

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Exhibit Index


     
Exhibit No.   Description
 
99.1
  Press release issued by Herbalife Ltd. on April 30, 2009