FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Fleming Ibelis

2. Date of Event Requiring Statement (MM/DD/YYYY)
2/18/2011 

3. Issuer Name and Ticker or Trading Symbol

HERBALIFE LTD. [HLF]

(Last)        (First)        (Middle)

800 W. OLYMPIC BLVD., SUITE 406

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
SVP/Managing Dir North America /

(Street)

LOS ANGELES, CA 90015       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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   717   (1) D    
Common Stock   370   (1) D    
Common Stock   1165   (1) D    
Common Stock   2688   (1) D    
Common Stock   1000   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		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
Stock Appreciation Rights     (2) 11/30/2016   Common Stock   2450   $38.96   D    
Stock Appreciation Rights     (3) 5/29/2017   Common Stock   2450   $40.25   D    
Stock Appreciation Rights     (4) 2/28/2018   Common Stock   2000   $43.13   D    
Stock Appreciation Rights     (5) 9/30/2018   Common Stock   3000   $39.52   D    
Stock Appreciation Rights     (6) 2/27/2019   Common Stock   3250   $13.64   D    
Stock Appreciation Rights     (7) 2/27/2019   Common Stock   7500   $13.64   D    
Stock Appreciation Rights     (8) 5/7/2020   Common Stock   3046   $45.88   D    
Stock Appreciation Rights     (9) 1/31/2021   Common Stock   5000   $65.33   D    

Explanation of Responses:
( 1)  Includes dividend equivalents accrued with respect to this award of restricted stock units under the Herbalife Ltd. 2005 Stock Incentive Plan.
( 2)  Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan that vest in 5% increments commencing December 31, 2006 and on the last day of the nineteen subsequent calendar quarters.
( 3)  Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, which were fully vested as of May 29, 2010.
( 4)  Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested February 28, 2009, 20% vested February 28, 2010 and the remaining 60% will vest February 28, 2011.
( 5)  Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested September 30, 2009, 20% vested September 30, 2010 and the remaining 60% will vest September 30, 2011.
( 6)  Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested February 27, 2010, 20% will vest February 27, 2011 and the remaining 60% will vest February 27, 2012.
( 7)  Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% will vest February 27, 2012, 20% will vest February 27, 2013 and the remaining 60% will vest February 27, 2014.
( 8)  Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% will vest May 7, 2011, 20% will vest May 7, 2012 and the remaining 60% will vest May 7, 2013.
( 9)  Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% will vest January 31, 2012, 20% will vest January 31, 2013 and the remaining 60% will vest January 31, 2014.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Fleming Ibelis
800 W. OLYMPIC BLVD., SUITE 406
LOS ANGELES, CA 90015

SVP/Managing Dir North America

Signatures
Ibelis Fleming by Brett R. Chapman Attorney-in-Fact 2/28/2011
** 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 control number.
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