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

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT

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

     
Date of Report (Date of Earliest Event Reported):   August 4, 2011

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

(c) This amended Current Report on Form 8-K/A amends Item 5.02(c) of the Current Report on Form 8-K filed by Herbalife Ltd. (the "Company") with the Securities and Exchange Commission on August 10, 2011 (the "Form 8-K") relating to an award of stock appreciation rights ("SARs") made to the Company’s Chief Executive Officer on August 4, 2011. The exact number of SARs subject to that award had not yet been determined as of the filing of the Form 8-K. This amended Current Report on Form 8-K/A is being filed to report that 863,557 SARs are subject to that award.





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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.
          
August 23, 2011   By:   Brett R. Chapman
       
        Name: Brett R. Chapman
        Title: General Counsel