SecProbe.io

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Mail Stop 3-9
November 3, 2004

Brett R. Chapman, Esq.
General Counsel
WH Holdings (Cayman Islands) Ltd.
P.O. Box 309GT
Ugland House, South Church Street
George Town, Grand Cayman, Cayman Islands

Re:	WH Holdings (Cayman Islands) Ltd.
	Registration Statement on Form S-1
	File Number 333-119485

Dear Mr. Chapman:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

Form S-1

Comments Applicable to the Entire Prospectus
1. Please note that when you file a pre-effective amendment
containing pricing-related information, we may have additional
comments.
2. Please note that when you file a pre-effective amendment that
includes your price range, it must be bona fide. We interpret this to
mean that your range may not exceed $2 if you price below $20 and 10%
if you price above $20.
3. Please note that where we provide examples to illustrate what we
mean by our comments, they are examples and not complete lists.  If
our comments are applicable to portions of the filing that we have
not cited as examples, please make the appropriate changes in
accordance with our comments.
4. Please provide independent third party support for the following
statements.

* "We are one of the largest network marketing companies in the world
..." (page 1)
* Your scientists are "world-renowned" (page 2)
* Your Medical Advisory Board consists of "leading medical doctors"
(page 2)

Please mark materials supporting these claims to indicate the
supporting references.
5. We note that you intend to conduct a tender offer for all of the
outstanding 11 3/4% Notes.  Do you intend to file a Schedule TO?  If
you do not intend to file a Schedule TO, please provide your analysis
as to why it is not required.

Prospectus Graphics
6. If not already contained in the prospectus filed on October 1,
2004, please provide us proofs of all graphic, visual or photographic
information you will include in the printed prospectus.  Please note
we may have comments regarding this material.
7. We refer to the following graphics included in the front gatefold
of the prospectus:

* the stamp replica in the upper left corner of the second page of
images marked by the words "Cellular Nutrition ( Certified."

Please remove this image, as it suggests that the products shown on
the page have satisfied some sort of official standard for nutritive
value.

* the "before" and "after" photographs on the third page of images

Please remove the two pictures.  Without an accompanying explanatory
caption to provide context, these pictures are inappropriate.  That
said, however, the amount of descriptive information necessary to
accurately and completely represent the circumstances surrounding the
photographs would appear to be excessive and therefore ill-suited for
the graphical presentation in the gatefold.
8. Please be advised that registrants must be just as rigorous in
parsing the text of prospectus graphics or artwork as they would be
with respect to any other information provided in the prospectus.
The prospectus is, above all, a disclosure document.  In that regard,
please remove the following language in the gatefold:

(Front gatefold)

* "Changing People`s Lives"
* "Providing an opportunity for improved health and financial well-
being"
* "Combining the best of science and nature"

(Back gatefold)

* "Recognition and personal development"
* "Outstanding Business Opportunity"
* "Making the World Healthier"

In addition, please either remove the following language from the
gatefold or provide substantiation for the claims suggested by these
tag-lines and disclose this basis in the body of the prospectus.

	(Front gatefold)

* "Premier Weight-Loss & Nutrition Company"
*  "Highest-quality ingredients"

(Back gatefold)

* "Industry leading compensation plan"

Prospectus Summary, page 1
9. To the extent that you revise other sections of the prospectus in
response to our comments, please make conforming changes, as
applicable, to the prospectus summary.
10. We note that your summary only discusses the positive aspects of
the Company and the offering.  The prospectus summary should provide
a brief, but balanced, description of the key aspects of the Company
as of the latest practicable date.  Please revise the summary to also
discuss any negative aspects of the Company`s experience, strategy
and prospects and any risks or obstacles you face.   Please also note
that the balancing disclosure you provide should be no less prominent
than your positive disclosure. This means that you cannot satisfy the
comment by merely providing a cross-reference to the risk factors
section.
11. The discussion of your competitive strengths and strategy is too
detailed for the summary and is exceedingly repetitive of information
included in the Business section.  Please revise to pare the
discussion down to a bullet point list of the strengths and strategy
points or limit the discussion to a sentence or two related to each
point.
12. In the discussion of your business strategy, you state that you
intend to invest approximately $50 million to upgrade your technology
infrastructure.  Please revise to indicate the period of time during
which you plan to make these investments.

The Recapitalization, page 5
13. Please revise the last bullet point to quantify the estimated
aggregate amount of the special cash dividend.
14. Additionally, please revise to indicate that you do not expect to
have proceeds from the offering to invest in the growth of your
business or development of new products.  This information should
also be included in your "Use of Proceeds."

Risk Factors, page 10

General
15. We note the statement in the introductory paragraph that reads,
"The risks described below are not the only ones we faces.  Other
risks,  including those that we do not currently consider material or
may not currently anticipate, may impair our business."  Please note
that you must disclose all actual risks that you believe are material
at this time, and it is inappropriate to refer to other risks.
Accordingly, revise to delete this language from the introductory
paragraph.
16. Please revise the heading and body of your risk factors where
appropriate to replace generic language with specific disclosure of
exactly how the risks mentioned have affected and will affect your
operations, financial condition or business, and if practicable, to
quantify the specific and immediate effects to investors of each risk
that you have identified.  For example, you use general phrases such
as "material adverse effect" and "adversely affect" throughout the
risk factors section.  These vague, generic phrases are subject to
varying interpretations and, therefore, do not adequately explain the
risks or concerns to which you refer.
17. Some of your risk factor subheadings, as illustrated below,
either state a fact or describe an uncertainty, but do not clearly or
completely reveal the actual risk from a cause-and-effect
perspective.  These include, but are not limited to:
* "We are not in a position to exert the same level of influence or
control over our independent distributors . . ." (page 10);
* "We are affected by extensive laws, governmental regulations,
administrative determinations. . ." (page 12);
* "A substantial portion of our business is conducted in foreign
markets" (page 13); and
* "There can be no assurance that we can further penetrate existing
markets . . ." (page 14)

Please revise your subheadings as necessary to explain the specific
risk and why and/or how it could affect investors.  You may find it
helpful to use an "if...then" approach to writing the subheadings,
where "if" denotes the risk and the "then" discloses the specific
adverse consequences of that risk.

18. To the extent that you revise your disclosure in the risk factors
in response to our comments, please make conforming changes, as
necessary, in the Business section and elsewhere in the registration
statement.
19. Please consider including a risk factor disclosing that no
proceeds from the offering will be used to grow your business or
develop new products.  If you do not believe such a risk factor is
necessary, please supplementally explain the basis for your belief.
"Our failure to establish and maintain distributor relationships . .
." page 10
20. Please quantify, to the extent practicable, the level of turnover
among your distributors on a yearly basis and provide data on the
average length of your distributor relationships.
21. To the extent you have identified any causes of the high rate of
turnover, please disclose them.
22. In an appropriate location in your document, please describe the
processes and requirements necessary to become a distributor and a
supervisor.

"Adverse publicity associated with our products . . ." page 11
23. Please specifically discuss the extent to which negative
publicity has affected your business in the past.

"We are affected by extensive laws..." page 12
24. Please revise to discuss the consequences of not obtaining all
required licenses.  Would you be subject to penalties, product
recall, etc?
"The high level of competition in our industry for customers and
distributors . . ."
page 12
25. If applicable, please address the extent to which low barriers to
entry in the markets that you serve contribute to the level of
competition that you face.
26. Please revise to identify any significant competitors.
"Our network marketing program could be found not to be in
compliance. . ." page 13

27. As the focus of this risk factor is the risk that your network
marketing program could run afoul of certain laws and regulations,
please elaborate on the current lawsuit challenging the legality of
your network marketing program.  For example, you should disclose the
identity of the plaintiffs, the specific allegations involved, the
damages or relief sought, and the status of the litigation.

"There can be no assurance that we can further penetrate existing
markets . . ." page 14
28. Please discuss the extent to which your business model and the
success of your operations are contingent on continued expansion in
existing and new markets.  You should discuss the consequences to
your business should your efforts to expand existing markets and
penetrate new markets prove unsuccessful.

"We depend on the integrity and reliability of our information
technology . . ." page 15
29. Please disclose the nature of the technology upgrades and, to the
extent practicable, the amount you anticipate will be expended on
this process.
30. If you have encountered technological problems that had a
material adverse impact on your business, please revise to disclose
this.  For example, if you have experienced substantial interruptions
to your services or damaged relationships with distributors, vendors
or customers as a result of problems with your technological
infrastructure, this should be made clear.

"We do not manufacture our own products . . ." page 15
31. Please revise to disclose whether your manufacturing arrangements
are pursuant to long-term contracts and address the ability of your
manufacturers to terminate supply arrangements with the Company on
short notice.
32. If you are substantially dependent on any single supplier, the
supplier should be identified and agreements with the supplier(s)
should be filed as exhibits.  Additionally, the material terms of
these agreements should be described in the Business section.
"We are not assured compliance by distributors with labeling laws"
page 15
33. Please discuss the ramifications to the Company in the event its
distributors do not comply with labeling laws.

"Our intellectual property may not be adequate . . ." page 16
34. Please also address the risk that Herbalife may be deemed to
infringe on the intellectual property rights of others.  If you are
aware of any claims that you are infringing on the intellectual
property rights of other parties, please revise to describe these
claims.

"One of our products constitutes a significant portion of our retail
sales" page 16
35. To the extent that the data is available, please also provide the
percentage of net sales attributable to ShapeWorks(tm)/Formula 1 for
the current stub period and for the years ended December 31, 2002 and
2001.
"The loss of the services of members of our senior management team  .
. ." page 16
36. Since most companies rely on their senior management, please
clearly explain how this specific risk factor applies to the Company.
For example, identify the key executives upon whom you are dependent
and how you would be specifically adversely affected if one or more
of them left.
37. Please disclose whether you have employment contracts with
members of senior management and whether any are planning to leave,
retire or are nearing retirement age.

"Our substantial amount of consolidated debt . . ." page 16
38. In addition to the current disclosure, please provide your annual
debt service payments.
39. Please revise to address your debt load after giving effect to
this offering and the restructuring.  Provide your total debt,
shareholders` equity and debt service payments post-offering.
"If we do not comply with transfer pricing and similar tax
regulations . . ." page 17
40. If material, please disclose the magnitude of the additional tax,
interest and penalties assessments that are pending.

"We may incur material product liability claims . . ." page 18
41. Please provide information about any material, or potentially
material, product liability claims with which you dealt during the
periods covered by this registration statement or which are ongoing.
42. We note that Herbalife has been named in lawsuits for its use of
ephedra-based products.  We refer, for example, to the October 4,
2004 Forbes magazine article, which mentions this fact.  Please
specifically address these lawsuits in this risk factor and discuss
the Company`s exposure to ephedra lawsuit in general.

"There can be no assurance that we can achieve increased operational
or tax benefits"
page 18
43. Please disclose the specific tax benefits expected as a result of
the restructuring, including the reduction in your blended effective
tax rate and the anticipated tax savings.

"Provisions of our articles of association and Cayman Islands
corporate law . . ." page 22
44. It appears that the more significant risk to investors is how
these measures may prevent or frustrate any attempt by shareholders
to change the direction or management of the company.  Please revise
these headings and risk factors to disclose these additional risks.

"Non-compliance with the Sarbanes-Oxley Act of 2002 . . ." page 20
45. As currently written this risk factor applies to all companies in
all industries.  Please revise to tailor the risk factor discussion
to your company`s specific circumstances.  For example, are there any
areas of concern relating to your internal controls?  Additionally,
"If securities analysts do not publish research or reports ..."
applies to all companies in all industries.  Similarly, revise this
d