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): November 3, 2008


 

Herbalife Ltd.

(Exact name of registrant as specified in its charter)


Cayman Islands

 

1-32381

 

98-0377871

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

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 (310) 410-9600


  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))

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 November 3, 2008, Herbalife Ltd. issued a press release announcing its financial results for its fiscal third quarter ended September 30, 2008. A copy of the press release is attached hereto as Exhibit 99.1 and 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 9.01     Financial Statements and Exhibits.

(d) Exhibits

 99.1 Press Release issued by Herbalife Ltd. on November 3, 2008

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.

 

November 3, 2008

By:

/s/ Brett R. Chapman

Name:

Brett R. Chapman

Title:

General Counsel

Exhibit Index

Exhibit No.

 

Description

99.1

Press release issued by Herbalife Ltd. on November 3, 2008