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

FORM 10-K/A-2
(AMENDMENT NO. 2)

|           |  |                                                                                        
|---------- |  | ---------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                        
|           |  |                                                                                        
|[X]        |  | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934         
|           |  |                                                                                        
|           |  | For the fiscal year ended December 31, 2001                                            
|           |  |                                                                                        
|[   ]      |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
|           |  |                                                                                        
|           |  | For the transition period from ________ to ________.                                   

Commission file number 0-15712

HERBALIFE INTERNATIONAL, INC.(Exact name of Registrant as specified in its charter)

|                                                                                         |  |                                                   
|---------------------------------------------------------------------------------------- |  | --------------------------------------------------
|Nevada
(State or other jurisdiction of
incorporation or organization)                    |  | 22-2695420
(I.R.S. Employer
Identification Number)
|                                                                                         |  |                                                   
|1800 Century Park East, Los Angeles, California
(Address of principal executive offices) |  | 90067
(Zip Code)                                  

(310) 410-9600
(Registrants telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Class A Common Stock, $.01 Par Value
Class B Common Stock, $.01 Par Value

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No
[  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of the Registrants knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The aggregate market value of the Registrants Class A and Class B Common Stock on March 8, 2002 held by
nonaffiliates was approximately $248 million. (Determination of stock ownership by non-affiliates was made
solely for the purpose of responding to the requirements of this Form and the Registrant is not bound by
this determination for any other purpose.)

The number of shares outstanding of the registrant as of March 8, 2002 was:

11,318,498 Shares of Class A Common Stock
20,748,662 Shares of Class B Common Stock

DOCUMENTS INCORPORATED BY REFERENCE



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|------------- |  |  |  |  |  |  |  | 
|SIGNATURES   
|EXHIBIT INDEX
|EXHIBIT 10.38
|EXHIBIT 10.39



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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, thereunto duly authorized.

Date: July 30, 2002

HERBALIFE INTERNATIONAL, INC.
(Registrant)

| |     |                      | 
| | --- | -------------------- | 
| | By: | /s/ DOUGLAS G. SAGES | 

Douglas G. Sages
Executive Vice President, Chief Administration Officer &
Chief Financial Officer






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HERBALIFE INTERNATIONAL, INC.




EXHIBIT INDEX

|        |       |             |  |                                                                                                                                                                                                                                                                                                                                       |  |  |                | 
|------- | ----- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | -------------- | 
|Exhibit |       |             |  | Page No./                                                                                                                                                                                                                                                                                                                            
|Number  |       | Description |  | (Footnote)                                                                                                                                                                                                                                                                                                                           
|        |       |             |  |                                                                                                                                                                                                                                                                                                                                      
|        | 3.1   |             |  | Amended and Restated Articles of Incorporation                                                                                                                                                                                                                                                                                        |  |  | (10)           | 
|        | 3.2   |             |  | Amended and Restated Bylaws                                                                                                                                                                                                                                                                                                           |  |  | (2)            | 
|        | 4.1   |             |  | Form of Class A Common Stock and
        Class B Common Stock Certificates                                                                                                                                                                                                                                                            |  |  | (12)           | 
|        | 4.2   |             |  | Rights Agreement, dated as of July 27, 2000,
        between the Company and U.S. Stock Transfer Corporation                                                                                                                                                                                                                          |  |  | (16)           | 
|        | 10.1  |             |  | Final Judgment and Permanent Injunction, entered
        into on October, 1986 by the parties to that action entitled
        People of the State of California, et al., v Herbalife
        International, Inc. et al., Case No. 92767 in the
        Superior Court of the State of California for the County of
        Santa Cruz |  |  | (1)            | 
|        | 10.2  |             |  | The Companys 1991 Stock Option Plan, as
        amended*                                                                                                                                                                                                                                                                             |  |  | (7), (14)      | 
|        | 10.3  |             |  | The Companys 1992 Executive Incentive
        Compensation Plan, as amended*                                                                                                                                                                                                                                                         |  |  | (2), (7)       | 
|        | 10.4  |             |  | Form of Individual Participation Agreement
        relating to the Companys Executive Compensation Plan*                                                                                                                                                                                                                             |  |  | (2)            | 
|        | 10.5  |             |  | Form of Indemnity Agreement between the Company
        and certain officers and directors of the Company*                                                                                                                                                                                                                            |  |  | (2)            | 
|        | 10.6  |             |  | Trust Agreement among the Company, Citicorp
        Trust, N.A. and certain officers and directors of the Company*                                                                                                                                                                                                                    |  |  | (2)            | 
|        | 10.7  |             |  | Form of Stock Appreciation Rights Agreement
        between the Company and certain directors of the Company*                                                                                                                                                                                                                         |  |  | (2)            | 
|        | 10.8  |             |  | 1994 Performance Based Annual Incentive
        Compensation Plan, as amended and restated in 1996*                                                                                                                                                                                                                                   |  |  | (4), (7), (11) | 
|        | 10.9  |             |  | Form of Promissory Note for Advances under the
        Companys 1994 Performance Based Annual Incentive
        Compensation Plan*                                                                                                                                                                                                   |  |  | (5)            | 
|        | 10.10 |             |  | The Companys Executive Officer Deferred
        Compensation Plan, amending and relating the Deferred
        Compensation Agreement between the Company and Michael Rosen*                                                                                                                                                          |  |  | (5)            | 
|        | 10.11 |             |  | Office lease agreement between the Company and
        State Teachers Retirement System, dated July 20, 1995                                                                                                                                                                                                                         |  |  | (6)            | 
|        | 10.12 |             |  | Form of Stock Appreciation Rights Agreements
        between the Company and certain directors of the Company*                                                                                                                                                                                                                        |  |  | (6)            | 
|        | 10.13 |             |  | The Companys Senior Executive Deferred
        Compensation Plan, effective January 1, 1996, as amended*                                                                                                                                                                                                                             |  |  | (6)            | 
|        | 10.14 |             |  | The Companys Management Deferred
        Compensation Plan, effective January 1, 1996, as amended*                                                                                                                                                                                                                                   |  |  | (6)            | 
|        | 10.15 |             |  | Master Trust Agreement between the company and
        Imperial Trust Company, Inc., effective January 1, 1996*                                                                                                                                                                                                                       |  |  | (6)            | 
|        | 10.16 |             |  | The Companys 401K Plan, as amended*                                                                                                                                                                                                                                                                                                  |  |  | (6)            | 
|        | 10.17 |             |  | Agreement Concerning Share Allocation Plan for
        Specific Directors of Herbalife of Japan K.K. dated
        December 30, 1996*                                                                                                                                                                                                 |  |  | (8)            | 
|        | 10.18 |             |  | Agreement between Herbalife International of
        America, Inc. and D&F Industries, Inc. dated
        September 2, 1997                                                                                                                                                                                                           |  |  | (9)            | 
|        | 10.19 |             |  | Agreement between Herbalife International of
        America, Inc. and Dynamic Products, Inc. dated September 2,
        1997                                                                                                                                                                                                         |  |  | (9)            | 
|        | 10.20 |             |  | Agreement between Herbalife International of
        America, Inc. and Raven Industries, Inc. d/b/a Omni-Pak
        Industries, dated September 2, 1997                                                                                                                                                                              |  |  | (9)            | 
|        | 10.21 |             |  | The Companys Supplemental Executive
        Retirement Plan*                                                                                                                                                                                                                                                                         |  |  | (12)           | 



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|        |       |             |  |                                                                                                                                                                                                                               |  |  |      | 
|------- | ----- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ---- | 
|Exhibit |       |             |  | Page No./                                                                                                                                                                                                                    
|Number  |       | Description |  | (Footnote)                                                                                                                                                                                                                   
|        |       |             |  |                                                                                                                                                                                                                              
|        | 10.22 |             |  | Credit Agreement between Herbalife International
        of America, Inc. and First National Bank of Chicago, dated
        December 14, 1998                                                                                 |  |  | (13) | 
|        | 10.23 |             |  | Agreement and Plan of Merger, dated
        September 13, 1999, among MH Millennium Holding LLC, MH
        Millennium Acquisition Corp., Mark Hughes, the Mark Hughes
        Family Trust and Herbalife International, Inc. |  |  | (15) | 
|        | 10.24 |             |  | Employment agreement, dated as of October 5,
        2000, between Christopher Pair and Herbalife International, Inc.
        and Herbalife International of America, Inc.*                                                   |  |  | (17) | 
|        | 10.25 |             |  | Employment agreement, dated as of August 20,
        2000, between Robert A. Sandler and Herbalife International,
        Inc. and Herbalife International of America, Inc.*                                                  |  |  | (17) | 
|        | 10.26 |             |  | Employment agreement, dated as of
        November 1, 2000, between John Reynolds and Herbalife
        International, Inc. and Herbalife International of America, Inc.*                                                     |  |  | (17) | 
|        | 10.27 |             |  | Employment agreement, dated as of August 20,
        2000, between Timothy Gerrity and Herbalife International, Inc.
        and Herbalife International of America, Inc.*                                                    |  |  | (17) | 
|        | 10.28 |             |  | Employment agreement, dated as of August 20,
        2000, between Carol Hannah and Herbalife International, Inc. and
        Herbalife International of America, Inc.*                                                       |  |  | (17) | 
|        | 10.29 |             |  | Employment agreement, dated as of August 20,
        2000 between Brian Kane and Herbalife International, Inc. and
        Herbalife International of America, Inc.*                                                          |  |  | (17) | 
|        | 10.30 |             |  | Employment agreement, dated as of
        November 1, 2000 between Conrad Lee Klein and Herbalife
        International, Inc. and Herbalife International of America, Inc.*                                                   |  |  | (17) | 
|        | 10.31 |             |  | The Companys Senior Executive Change in
        Control Plan, effective June 29, 2000*                                                                                                                                       |  |  | (17) | 
|        | 10.32 |             |  | The Companys Management Employee Change in
        Control Plan, effective June 29, 2000*                                                                                                                                    |  |  | (17) | 
|        | 10.33 |             |  | Trust Agreement for Herbalife 2001 Executive
        Retention Plan, effective March 15, 2001*                                                                                                                                |  |  | (18) | 
|        | 10.34 |             |  | The Companys 2001 Executive Retention Plan,
        effective March 15, 2001*                                                                                                                                                |  |  | (18) | 
|        | 10.35 |             |  | Employment agreement, dated as of August 20,
        2000 between Frank Morse and Herbalife International, Inc. and
        Herbalife International of America, Inc.*                                                         |  |  | (19) | 
|        | 10.36 |             |  | Employment agreement, dated as of
        December 5, 2001 between Douglas G. Sages and
        Herbalife International, Inc. and Herbalife International of
        America, Inc.*                                           |  |  | (19) | 
|        | 10.37 |             |  | Employment agreement, dated as of
        November 1, 2001 between Francis X. Tirelli and Herbalife
        International, Inc. and Herbalife International of America, Inc.*                                                 |  |  | (19) | 
|        | 10.38 |             |  | Separation Agreement and General Release, dated
        December 31, 2001, between Timothy Gerrity and Herbalife
        International, Inc. and Herbalife International of America,
        Inc.*                            |  |  | (20) | 
|        | 10.39 |             |  | Separation Agreement and General Release, dated
        October 19, 2001, between Christopher Pair and Herbalife
        International, Inc. and Herbalife International of America,
        Inc.*#                           |  |  | (20) | 
|        | 21    |             |  | List of subsidiaries of the Company                                                                                                                                                                                           |  |  | (19) | 
|        | 23.1  |             |  | Independent Auditors Consent                                                                                                                                                                                                 |  |  | (19) | 



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|    |                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Incorporated by reference to the Companys
        Annual Report on Form 10-K for the year ended
        December 31, 1987.                                                                          
|   
|(2) | Incorporated by reference to the Companys
        Registration Statement on Form S-1 (No. 33-66576)
        declared effective by the Securities and Exchange Commission on
        October 8, 1993.
|   
|(3) | Incorporated by reference to the Companys
        Quarterly Report on Form 10-Q for the three months ended
        June 30, 1994.                                                                   



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|    |                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------
|(4) | Incorporated by reference to the Companys
        Definitive Proxy Statement relating to its 1994 Annual Meeting
        of Stockholders.
|   
|(5) | Incorporated by reference to the Companys
        Annual Report on Form 10-K for the year ended
        December 31, 1994.               
|   
|(6) | Incorporated by reference to the Companys
        Annual Report on Form 10-K for the year ended
        December 31, 1995.               
|   
|(7) | Incorporated by reference to the Companys
        Definitive Proxy Statement relating to its 1996 Annual Meeting
        of Stockholders.
|   
|(8) | Incorporated by reference to the Companys
        Annual Report on Form 10-K for the year ended
        December 31, 1996.               
|   
|(9) | Incorporated by reference to the Companys
        Quarterly Report on Form 10-Q for the three months ended
        September 30, 1997.   



|     |                                                                                                                                                                                                                                                                                                                                                                                          
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Incorporated by reference to the Companys
        Registration Statement on Form 8-K declared effective by
        the Securities and Exchange Commission on December 12, 1997.                                                                                                                                                                                                         
|    
|(11) | Incorporated by reference to the Companys
        Definitive Proxy Statement relating to the Special Shareholder
        Meeting held on December 11, 1997.                                                                                                                                                                                                                             
|    
|(12) | Incorporated by reference to the Companys
        Annual Report on Form 10-K for the year ended
        December 31, 1997.                                                                                                                                                                                                                                                              
|    
|(13) | Incorporated by reference to the Companys
        Annual Report on Form 10-K for the year ended
        December 31, 1998.                                                                                                                                                                                                                                                              
|    
|(14) | Incorporated by reference to the Companys
        Definitive Proxy Statement relating to its 1999 Annual Meeting
        of Shareholders.                                                                                                                                                                                                                                               
|    
|(15) | Incorporated by reference to Annex A of the Offer
        to Purchase dated September 17, 1999 contained in
        Schedule 14D-1 filled by Millennium Holdings LLC,
        MH Millennium Acquisition Corp., the Mark Hughes Family
        Trust and Mark Hughes on September 17, 1999.                                                                                               
|    
|(16) | Incorporated by reference to the Companys
        Current Report on Form 8-K, dated as of August 2,
        2000, which included as Exhibit A the form of Certificate
        of Designation of Series A Junior Participating Preferred
        Stock, as Exhibit B the Form of Rights Certificate, and as
        Exhibit C the Summary of Rights to Purchase Preferred
        Shares.
|    
|(17) | Incorporated by reference to the Companys
        Quarterly Report on Form 10-Q for the three months ended
        September 30, 2000.                                                                                                                                                                                                                                                  
|    
|(18) | Incorporated by reference to the Companys
        Quarterly Report on Form 10-Q for the three months ended
        March 31, 2001.                                                                                                                                                                                                                                                      
|    
|(19) | Incorporated by reference to the
Companys
Annual Report on Form 10-K for year ended December 31, 2001.                                                                                                                                                                                                                                                                                  
|    
|(20) | Filed herewith.                                                                                                                                                                                                                                                                                                                                                                          



|  |                                                                                                                                             
|- | --------------------------------------------------------------------------------------------------------------------------------------------
|* | Management contract or compensatory plan or
        arrangement filed in response to Item 14(a)(3) of the
        instructions to Form 10-K.
|# | Certain portions of this exhibit have been
omitted and filed separately under an application for confidential
treatment.