SecProbe.io

CORRESP
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GIBSON,
DUNN & CRUTCHER LLP

LAWYERS

A REGISTERED LIMITED LIABILITY
PARTNERSHIP

INCLUDING PROFESSIONAL CORPORATIONS

2029 Century Park East, Suite
4000 Los Angeles, California 90067

(310) 552-8500

mmayes@gibsondunn.com

  Direct Dial

  Client
  Matter No.

  (310) 551-8800

  38208-00019

  Fax No.

  (310) 552-7030

  VIA FACSIMILE AND EDGAR

  November 9, 2004

U.S. Securities and
Exchange Commission

Division of
Corporation Finance

Mail Stop 3-9

450 Fifth Street, N.W.

Washington, D.C.
20549-0404

Attention:  Jeffrey Riedler

Re:                               WH
Holdings (Cayman Islands) Ltd.

Registration
Statement on S-1 filed October 1, 2004

File No. 333-119485

Dear Mr. Riedler:

On behalf of WH Holdings (Cayman Islands) Ltd., a Cayman Islands
exempted limited liability company (the “Company”),
we transmit herewith Amendment No. 2, to the Company’s Registration Statement
on Form S-1, which was originally filed with the Securities and Exchange
Commission on October 1, 2004 (the “Registration
Statement”).  By this letter,
we respond on behalf of the Company to the comments of the staff of the
Securities and Exchange Commission (the “Staff”)
in the letter dated November 3, 2004, relating to the Company’s
Registration Statement.  For ease of
reference, the headings and numbered paragraphs below correspond to the
headings and numbered comments in the Staff’s letter dated November 3,
2004, with the Staff’s comments presented in bold italicized text.  We also are forwarding, via courier, a copy
of this letter and three (3) courtesy copies of the S-1 Amendment No. 2 in
paper format marked to show changes from the Registration Statement, as
originally filed.  In addition to
addressing

the comments raised by the Staff in the November 3, 2004 letter,
the Company has amended the Registration Statement to update and supplement
other disclosures.

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.

We note the Staff’s comment
and, in response, hereby confirm on behalf of the Company that the Company
acknowledges that when we file a pre-effective amendment containing pricing
related information, the Staff may have additional comments to the Registration
Statement.

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.

In response to the Staff’s
comment, we hereby confirm on behalf of the Company that when we file a
pre-effective amendment that includes the price range, the Company intends to
include a bona fide price range
within the limitations suggested by the Staff.

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.

We note
that where the Staff provided examples to illustrate what was meant by its
comments, it was providing examples only and not complete lists.  Where the Staff’s comments are applicable to
portions of the filing that were not cited as examples, we have made the
appropriate changes in accordance with the Staff’s comments to those sections
as well.  See, for example, the Company’s
response to Staff comment no. 12 below.

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.

In response to the Staff’s
comment, we are providing herewith independent third party support for the
above referenced statements in Appendix A to this letter.

2

5.                                      We note that
you intend to conduct a tender offer for all of the outstanding 11 ¾%
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.

We do not intend to file a Schedule TO with respect
to the tender offer for the 11 3/4% Notes.
Regulation 14D, which requires the filing of a Schedule TO in
connection with certain tender offers, applies only to tender offers subject to
Section 14(d)(1) of the Exchange Act, principally equity securities. The
tender offer for the 11 3/4% Notes does not relate to equity securities and,
therefore, is not subject to Section 14(d)(1). Accordingly, we do not
believe that the filing of a Schedule TO is 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.

In
response to the Staff’s comment, we are providing to the Staff along with this
letter courtesy copies of all graphic, visual or photographic information we
plan to include in the prospectus.  This
material is attached to this letter as Appendix B.

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.

In response to the Staff’s
comment, we have removed the above referenced images from the Registration
Statement.  In addition, to facilitate
the Staff’s confirmation of this response, we have provided courtesy copies of
the revised images as Appendix B.

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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”

We note the Staff’s comment and,
in response, have deleted the following language from the various gatefolds
included in the prospectus:

•                  “Combining the best of science
and nature”

•                  “Recognition and personal
development”

•                  “Outstanding Business
Opportunity”

•                  “Premier Weight-Loss &
Nutrition Company”

•                  “Highest-quality ingredients”

•                  “Scientific Leadership and
Credibility”

In addition, the Company is
supplementally providing to the Staff substantiation for the claims suggested
by the remaining tag-lines referred to in the Staff’s comment above.  Copies of these materials are included with
this letter as Appendix C.

4

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.

We note
the Staff’s comment and confirm that we have, as applicable, made conforming
changes to the prospectus summary to the extent that we have made changes to
other sections of the prospectus.

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.

In
response to the Staff’s comment, we have revised the applicable disclosure in
the summary section of the prospectus to provide a balanced description of
the key aspects of the Company as of the latest practicable date.  In this regard, we note that we have included
a discussion of the negative aspects of the Company’s experience, strategy and
prospects and the risks and obstacles that the Company faces on page 4 of the
prospectus.

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.

In
response to the Staff’s comment, we have revised the applicable disclosure in
the summary section of the prospectus to pare down the discussion of the
Company’s competitive strengths and strategy to a bullet point list of the
Company’s strengths and strategy points.
This revised disclosure appears on page 3 of the prospectus.

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.

As an
example of our continuing response to Staff comment no. 3, we have, in response
to Staff comment no. 12, supplemented the discussion of our business strategy
included in the “Business” section of the prospectus to indicate the
period of time during which the Company plans to make the identified
investments.  (See page 71 of the
prospectus.)  We note that we did not
include a similar discussion in the summary section of the prospectus in
light of our response to Staff comment no. 11 above.

5

The Recapitalization, page 5

13.                               Please revise
the last bullet point to quantify the estimated aggregate amount of the special
cash dividend.

In
response to the Staff’s comment, we have revised the last bullet point to
disclose that the estimated aggregate amount of the special cash dividend is
$200 million on page 4 of the prospectus.

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.”

In
response to the Staff’s comment, we have revised the applicable disclosure
under the headings “The Recapitalization”, “The Offering”, “Our
Recapitalization” and “Use of Proceeds” on pages 4, 5, 26 and 28, respectively,
of the prospectus, to indicate that the Company does not expect to have
proceeds from the offering to invest in the growth of its business or the development
of new products.

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 face.  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.

In
response to the Staff’s comment, we have deleted the identified statement from
the introductory paragraph of the “Risk Factors” section beginning on page
8 of the prospectus.

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.

In
response to the Staff’s comment, we have, where appropriate, revised
accordingly the headings and body of the risk factors included throughout the “Risk
Factors” section of the prospectus.

6

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.

In response to the Staff’s
comment, we have, where appropriate, revised risk factor subheadings to explain
the specific risks and why and/or how they could affect investors throughout
the “Risk Factors” section of the prospectus.

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.

In
response to the Staff’s comment, we have made conforming changes, as necessary,
in the “Business” section and elsewhere in the Registration Statement to
the ext