SecProbe.io

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Mail Stop 3-09

November 29, 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.
	Amendment No. 3 to
	Registration Statement on Form S-1
	File Number 333-119485

Dear Mr. Chapman:

      We have reviewed your amended 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.

S-1/Amendment No. 3

General

1. Please note that our reference to prospectus page numbers
correspond to Amendment No. 3 filed with the Commission on
November
16, 2004.

Graphics/Artwork

2. We note your response to comment 8 of our previous letter dated
November 3, 2004.  We have reviewed your response, the additional
supplemental materials provided to us, and the associated
revisions
to the amended prospectus.  In addition to the changes reflected
in
the current version of the prospectus, please remove the following
language from the front and back gatefold of the prospectus.

* "Changing People`s Lives"
* "Making the World Healthier"

While we acknowledge that these tag-lines reflect the Company`s
mission and objectives, we nevertheless continue to believe that
all
of the language in your prospectus, even the gatefold, should
adhere
to the very strict disclosure standards mandated by the 1933 Act.
If, as you explain, these statements describe your goals, then
they
should be represented as such.  Either delete this language or, in
the alternative, revise the text to make it clear that changing
people`s lives and making the world healthier are objectives.

Prospectus Summary, page 3

3. Please move the discussion titled "Risks Affecting Us" to
immediately follow the discussions relating to your strengths and
strategy so that it is no less prominent than the discussion of
your
strengths and strategy.

Our network marketing program could be found not to be in
compliance..., page 12

4. Please revise to translate the payment the plaintiff is seeking
into U.S. dollars.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, pages 43-57

5. Refer to your responses to comments 56, 61 and 62. You indicate
that the Company`s management regularly reviews sales on an
individual country basis. However, it considers operating margin
to
be a critical financial measure only on a company-wide basis
because
margins are similar from one country to another. We note in your
revised disclosure that the Company has increased sales
significantly
in certain countries through targeted programs, including
supervisor
development and motivation programs, opening of sales centers,
product line rationalization and improvements in product
distribution. We note that the related costs for these programs
are
not reflected in operating margin but are included in marketing,
distribution and administrative expenses, which you discuss only
on a
company-wide basis. While these programs are focused on increasing
net sales on a country and regional basis, they are not adequately
incorporated in your discussion of operating results by geographic
segment. It appears that margins may vary significantly on a
geographical segment basis after consideration of these costs. So
that investors can better understand the Company`s operations and
judge the likelihood that past performance is indicative of future
performance, please link the discussion of marketing, distribution
and administrative expenses to your discussion of net sales by
region
and country as follows:

* Provide a fuller discussion of the Company`s strategy to grow in
selected geographic markets by investing in the above programs
that
would facilitate an investor`s understanding of the likelihood
that
sales growth in markets such as Brazil, Mexico and Taiwan will
continue.
* Provide a fuller discussion of how the Company evaluates
supervisor
productivity, specifically the activities of supervisors in the
Chairman`s Club and President`s Team. Tell us the nature of
marketing
and distribution costs borne by the distributors in selling the
Company`s products.
* Disclose costs by program (e.g. opening and staffing of sales
centers and nutrition clubs) and region for each period presented.
* Discuss costs associated with the Company`s primary products for
each period presented. We note that the Formula 1 meal replacement
product generates approximately 23% of net sales and has been part
of
its weight management program for 24 years.
* Distinguish between those costs that are one-time in nature and
those that are recurring for each period presented.
* Distinguish between marketing, distribution and administrative
expenditures that are expensed and those that are capitalized for
each period presented. We note that the Company capitalizes
certain
expenses as "distributor network", which has an expected life of
three years.

6. We note that in 2004 you modified distributor re-qualification
criteria in order to reduce distributor turnover. Please discuss
the
expected impact of this change on the Company`s revenues,
operating
margin and marketing, distribution and administrative
expenditures.

Liquidity and Capital Resources, pages 58-57

7. If interest payments are not included in the Table of
Contractual
Obligations, please revise this table to include these amounts.

   Business, page 67

8. We note your response to comment 72 and the associated
revisions
to the prospectus.  With respect to the discussion on page 67
concerning your product development efforts, please disclose that,
under current law, you do not have to provide the FDA or any other
governmental body with evidence to substantiate the safety or
effectiveness of your products and that there are no minimum
regulatory standards governing the safety and efficacy of the
products that you sell.

9. Additionally, on page 67 you state that you conduct clinical
trials "as necessary."  Please explain when they are necessary or
how
you determine when they are necessary.

10. Please also disclose the specifics of the two human clinical
trials that are underway.  For example, you should address whether
these clinical trials are subject to FDA approval or oversight,
the
stage and status of the trials at present, the size of the trials,
expected duration and the clinical endpoints for which you are
testing.

Product Overview, page 72

11. We note your response to comment 76 and the associated
revisions
to the prospectus.  In addition, please clarify what you mean by
the
"specific challenges" associated with dieting and explain how your
weight-loss accelerators address these challenges.

Product Development, page 73

12. We note your response to comment 77 and the associated
revisions
to the prospectus.  In addition, please disclose the aggregate
amount
from the Company paid to Dr. Ignarro`s consulting firm pursuant to
the arrangement discussed on page 74.

13. Please also disclose the aggregate contributions paid by the
Company to UCLA pursuant to your informal arrangement with Dr.
Heber.

14. With respect to the equipment lease between the Company and
UCLA,
please disclose in the prospectus the nature of the lease and the
value of the equipment covered.

15. You should also disclose in the prospectus the information you
have provided us with respect to the two ongoing clinical studies.

Regulation, page 81

16.  We note your response to comment 83.  Please make the same
disclosure in the prospectus that you have provided to us
supplementally in your response letter.

17. We note your response to comment 85 and the associated
revisions
to the prospectus.  In addition, please disclose the alleged
marketing practices that were the subject of the class action
lawsuit
in Jacobs v. Herbalife.

Underwriting

18. We note your response to comment 98.  Please provide a
supplemental copy of all materials intended to be sent to
Invitees,
including the letter from Merrill Lynch, the letter from the
Company,
the IOI form and the booklet.  We may have comments after we have
had
an opportunity to review these materials.

19. It is not appropriate to ask potential investors to affirm
that
they have that they have received a copy of the prospectus.
Please
delete this from the IOI form.  We may have additional comments
relating to other statements you ask Invitees to affirm once we
have
had an opportunity to review these materials.

Item 15.  Recent Sales of Unregistered Securities, page II-2

20. With respect to the 12% Series A Cumulative Convertible
Preferred
offering to your distributors, please indicate the exemption from
the
Securities Act on which you relied and state briefly the facts
relied
upon to make the exemption available.  Refer to Item 701(d) of
Regulation S-K.

*	*	*

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please file your cover letter on
EDGAR under the form type label CORRESP. Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Frank Wyman at (202) 942-2851 or Lisa
Vanjoske
(202) 942-1972 if you have questions regarding comments on the
financial statements and related matters.  Please contact Daniel
Greenspan at (202) 942-2974 or me with any other questions.

Sincerely,

Jeffrey Riedler
Assistant Director

cc:	Jonathan K. Layne, Esq.
Gibson, Dunn & Crutcher LLP
	2029 Century Park East
	Los Angeles, CA 90067
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