Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 2008
(Exact name of registrant as specified in its charter)
Cayman Islands   1-32381   98-0377871
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
of incorporation)       Identification Number)
PO Box 309 GT, Ugland House
South Church Street, Grand Cayman
Cayman Islands

(Address of principal executive offices)
Registrant’s telephone number, including area code: c/o (310) 410-9600
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 2.02   Results of Operations and Financial Condition.
The following information is furnished pursuant to Item 2.02, Results of Operations and Financial Condition.
On April 30, 2008, Herbalife Ltd. (the “Company”) issued a press release (the “Release”) announcing the Company’s financial results for its fiscal quarter ended March 31, 2008. A copy of the Release is attached hereto as Exhibit 99.1 and the portions thereof with respect to the Company’s financial results are incorporated by reference herein.
The information contained in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Gregory L. Probert, the Company’s President and Chief Operating Officer, resigned on April 30, 2008 as discussed in the Release.
Item 9.01   Financial Statements and Exhibits
(d) Exhibits
Exhibit   Description of Exhibit
  Press Release issued by Herbalife Ltd. on April 30, 2008.



     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.
Dated: April 30, 2008
  By:   /s/ Brett R. Chapman    
    Brett R. Chapman   
    General Counsel