Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Walsh Des
 2. Date of Event Requiring Statement (Month/Day/Year)
08/02/2006		 3. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [HLF]
(Last)
(First)
(Middle)
1800 CENTURY PARK EAST		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Distributor Sales
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LOS ANGELES, CA 90067		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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) 1,875
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy)   (2) 04/03/2014 Common Stock 53,750 $ 8.02 D  
Non-Qualified Stock Option (Right to Buy)   (3) 09/01/2014 Common Stock 14,250 $ 9 D  
Non-Qualified Stock Option (Right to Buy)   (3) 09/01/2014 Common Stock 15,000 $ 13 D  
Non-Qualified Stock Option (Right to Buy)   (3) 09/01/2014 Common Stock 15,000 $ 17 D  
Non-Qualified Stock Option (Right to Buy)   (3) 09/01/2014 Common Stock 15,000 $ 21 D  
Non-Qualified Stock Option (Right to Buy)   (3) 09/01/2014 Common Stock 15,000 $ 25 D  
Non-Qualified Stock Option (Right to Buy)   (4) 12/01/2014 Common Stock 62,500 $ 15.5 D  
Non-Qualified Stock Option (Right to Buy)   (5) 04/27/2015 Common Stock 25,000 $ 15 D  
Stock Appreciation Rights   (6) 03/23/2016 Common Stock 17,500 $ 32.79 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Walsh Des
1800 CENTURY PARK EAST
LOS ANGELES, CA 90067		       SVP, Distributor Sales  

Signatures

Vicki Tuchman by Power of Attorney 08/22/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 5% on 4/3/2004 and 5% quarterly increments thereafter commencing on June 30, 2004 and on the last day of each subsequent calendar quarter thereafter until fully vested.
(3) Option vests in 5% quarterly increments commencing on September 30, 2004 and on the last day of each subsequent calendar quarter thereafter until fully vested.
(4) Options vest in equal increments on 12/1/2007, 12/1/2008 and 12/1/2009.
(5) Option vests in 5% quarterly increments commencing on June 30, 2005 and on the last day of each subsequent calendar quarter thereafter until fully vested.
(6) 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.

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