SEC FORM 3

SEC Form 3

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Bini Eneida

(Last)

(First)

(Middle)

1800 CENTURY PARK EAST

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/02/2006

3. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [ HLF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President, Brazil

5. If Amendment, Date of 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

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⁽¹⁾	525	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (Right to Buy)	⁽²⁾	06/07/2014	Common Stock	25,000	$8.02	D
Non-Qualified Stock Option (Right to Buy)	⁽³⁾	04/27/2015	Common Stock	20,000	$15	D
Stock Appreciation Rights	⁽⁴⁾	03/23/2016	Common Stock	4,900	$32.79	D
Stock Appreciation Rights	⁽⁵⁾	06/29/2016	Common Stock	11,000	$39.05	D

Explanation of Responses:

1. Consists of grant of restricted stock units under the Herbalife Ltd. 2005 Stock Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of Common Stock and vests with respect to 1/3 of the stock units awarded on April 23, 2007, March 23, 2008 and March 23, 2009.

2. Option vests in 5% quarterly increments commencing on 6/30/04 and on the last day of each subsequent calendar quarter thereafter until fully vested.

3. Option vests in 5% quarterly increments commencing on 6/30/05 and on the last day of each subsequent calendar quarter thereafter until fully vested.

4. Stock Appreciation Rights vest in 5% quarterly increments commencing on March 31, 2006 and on the last day of each subsequent calendar quarter thereafter until fully vested.

5. Stock Appreciation Rights vest in 5% quarterly increments commencing on June 30, 2006 and on the last day of each subsequent calendar quarter thereafter until fully vested.

Remarks:

	Vicki Tuchman by Power of Attorney	08/22/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.