~~Table of Contents~~UNITED STATES

~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

Washington, ~~DC 20549~~ D.C. 20549

FORM 8-K

~~CURRENT REPORT~~Current ~~Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934~~ Report

~~Date~~Pursuant to ofSection ~~Report~~13 ~~(Date~~or 15(d) of ~~earliest~~the ~~event~~Securities ~~reported)~~Exchange ~~June 12,~~Act ~~2003~~ of 1934

WHDate ~~Intermediate~~of ~~Holdings Ltd.~~Report (Date of earliest event reported): November 30, 2004

WH INTERMEDIATE HOLDINGS LTD. (Exact name of registrant as specified in its ~~chapter~~charter)

Cayman Islands		333-101188		98-0379050
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

P.O. Box ~~309GT~~ 309 GT, Ugland House, South Church Street , Grand Cayman, Cayman ~~Island (Address of principal executive offices)(Zip Code)~~ Islands

~~Registrant’s~~(Address ~~telephone~~of ~~number,~~principal executive ~~including area code (310~~offices) 410-9600*

~~(Former~~Registrant’s ~~name~~telephone ~~or former address~~number, ifincluding ~~changed~~area ~~since~~code: ~~last report~~(702) 889-7695

*C/ONot ~~Principal Financial Officer of Herbalife International, Inc.~~ Applicable

~~TABLE~~(Former OFName ~~CONTENTS~~or Former Address, if Changed Since Last Report)

	Item 4. Changes in Registrant’s Certifying Accountant.
	Item 7. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 16.1

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Table~~o ofWritten ~~Contents~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Item 4.~~o ~~Changes~~Soliciting inmaterial ~~Registrant’s~~pursuant ~~Certifying~~to ~~Accountant~~Rule 14a-12 under the Exchange Act (17 CFR 240. 14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(ab) under the Exchange Act ~~Previous~~(17 ~~Independent~~CFR ~~Accountant~~ 240.14d-2(b))

~~(i) Effective~~o ~~June 12,~~Pre-commencement ~~2003,~~communications WHpursuant ~~Intermediate~~to ~~Holdings~~Rule ~~Ltd.~~ 13e-4(~~“Company”~~c) ~~dismissed~~ ~~Deloitte~~under &the ~~Touche~~Exchange ~~LLP~~Act (17 asCFR ~~its independent accountants~~240. 13e-4(c))

~~(ii) The~~ITEM ~~reports of Deloitte & Touche LLP on Herbalife International, Inc~~1.’s01 ~~(the~~ENTRY ~~“Predecessor”)~~INTO ~~consolidated~~A ~~financial~~MATERIAL ~~statements~~DEFINITIVE for the year ended December 31, 2001 and the seven months ended July 31, 2002 and the Company’s consolidated financial statements for the five months ended December 31, 2002 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. AGREEMENT

On November 30, 2004, Herbalife International, Inc. (~~iii~~“Herbalife”) , entered into a supplemental indenture (the “Supplemental Indenture”) among Herbalife, the Guarantors party thereto (the “Guarantors”) and The ~~Company~~Bank of New York, as Trustee (the “Trustee”), to the indenture, dated as of June 27, 2002 (the “Indenture”), among Herbalife, the Guarantors and the Trustee, under which Herbalife’s ~~Audit~~11¾% ~~Committee~~Series ~~participated~~B Senior Subordinated Notes due 2010 (the “Notes”) were issued. The Supplemental Indenture was entered into in connection with Herbalife’s previously announced tender offer and ~~approved~~consent solicitation (collectively, the ~~decision~~ “Tender Offer”) with respect to ~~change~~the ~~independent~~Notes. The ~~accountants~~Supplemental Indenture amends the Indenture by eliminating substantially all of the restrictive covenants, certain events of default and related provisions. However, the amendments to the Indenture set forth in the Supplemental Indenture will not become operative until the consummation of the Tender Offer, which is currently expected to be December 21, 2004.

~~(iv) In~~The ~~connection with its audits for the year ended December 31, 2001~~Supplemental ~~and~~Indenture ~~the~~is ~~seven~~attached ~~months~~as ~~ended~~Exhibit ~~July 31,~~4.01 ~~2002~~ and ~~the~~is ~~five~~incorporated ~~months~~herein ~~ended~~by December 31, 2002 and through June 12, 2003, there have been no disagreements with Deloitte & Touche LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte & Touche LLP, would have caused them to make reference ~~to the subject matter of the disagreement in connection with their reports~~.

~~(v) During~~ITEM ~~the~~3.03 ~~year~~MATERIAL ~~ended~~MODIFICATION ~~December 31,~~TO ~~2001~~RIGHTS ~~and~~OF ~~the~~SECURITY ~~seven months ended July 31, 2002 and the five months ended December 31, 2002 and through June 12, 2003, there have been no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.~~ HOLDERS

~~(vi)~~ The ~~Company~~disclosure ~~requested~~under ~~Deloitte & Touche LLP furnish it with a letter~~Item ~~addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements~~1.01 ~~A copy~~ of ~~such~~this ~~letter~~report is ~~attached~~incorporated asherein ~~Exhibit 16.1~~by ~~to this Form 8-K~~reference.

~~(b) New~~ITEM ~~Independent~~8.01 ~~Accountant~~ OTHER EVENTS

~~The~~On Company has engaged KPMG LLP as its new independent accountants with the engagement commencing as of June 12, 2003. Such engagement was recommended and approved by the Company’s Audit Committee. During the year ended December ~~31, 2001~~ ~~and the seven months ended July 31~~6, ~~2002 and the five months ended December 31~~2004, ~~2002 and through June 12, 2003, the Company has not consulted with~~ ~~KPMG~~Herbalife ~~LLP~~issued ~~regarding either (i) the application of accounting principles to~~ a ~~specified~~ ~~transaction,~~press ~~either~~release ~~completed~~announcing ~~or proposed, or~~ the ~~type~~consideration ofto ~~audit opinion that might~~ be ~~rendered~~paid on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided by KPMG LLP to the Company that KPMG LLP concluded was an important factor considered by the Company in ~~reaching a decision as to an accounting, auditing or~~ ~~financial~~connection ~~reporting~~with ~~issue; or (ii) any matter that was either~~ the ~~subject~~ Tender Offer.

~~Table~~A copy of ~~Contents~~this press release is attached hereto as Exhibit 99.1.

ofThe ainformation ~~disagreement,~~contained in asthis ~~that~~Item ~~term~~8.01 isshall ~~defined~~not inbe ~~Item 304(a)(1)(iv)~~deemed “filed” for purposes of ~~Regulation~~Section 18 of the ~~S-K~~Securities ~~and~~Exchange Act of 1934, as amended (the ~~related~~“Exchange ~~instructions~~Act”), toor incorporated ~~Item 304~~by reference in any filing under the Securities Act of ~~Regulation S-K~~1933, as amended, or athe ~~reportable event~~Exchange Act, except as ~~that~~shall ~~term~~be isexpressly ~~defined~~set forth by specific reference in ~~Item 304(~~such a~~)(1)(v)~~ ~~of Regulation S-K~~filing.

~~Item 7~~ITEM 9.01 ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS ~~and~~AND ~~Exhibits.~~ EXHIBITS

16.1 Letter from Deloitte & Touche LLP to the Securities and Exchange Commission regarding change in certifying accountant.

4.01		Supplemental Indenture dated as of November 30, 2004, among Herbalife International, Inc., the Guarantors and The Bank of New York, as Trustee.

99.01		Press release issued by Herbalife International, Inc. dated December 6, 2004.

~~SIGNATURES~~ 2

~~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 hereunto duly authorized.~~ SIGNATURES

		WH INTERMEDIATE HOLDINGS, LTD.
		/s/ William D. Lowe
Dated June 16, 2003		William D. Lowe Senior Vice President & Principal Financial and Accounting Officer

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 hereunto duly authorized.

EXHIBIT INDEX

	WH INTERMEDIATE HOLDINGS LTD.


Date: December 7, 2004	By:	/s/ Brett R. Chapman
		Brett R. Chapman
		General Counsel and Secretary

Exhibit No.		Description
16.1		Letter from Deloitte & Touche LLP to the Securities and Exchange Commission regarding change in certifying accountant.

EXHIBIT INDEX

Exhibit No.			Description of Exhibit

4.01			Supplemental Indenture dated as of November 30, 2004, among Herbalife International, Inc., the Guarantors and The Bank of New York, as Trustee

99.01			Press release issued by Herbalife International, Inc. dated December 6, 2004

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