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HERBALIFE INTERNATIONAL, INC.
1800 Century Park East
Los Angeles, California 90067
APPLICATION TO WITHDRAW REGISTRATION STATEMENT
March 12, 1997
VIA EDGAR
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U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Attn: Mr. David Lynn
Re: HERBALIFE INTERNATIONAL,INC.
FORM S-3 REGISTRATION STATEMENT (NO. 333-21179)
(THE "REGISTRATION STATEMENT")
Dear Mr. Lynn:
Pursuant to Rule 477 of the Securities Act of 1933, as amended, Herbalife
International, Inc., a Nevada corporation (the "Registrant") hereby makes
application to withdraw the above-referenced Registration Statement. The
Registration Statement was filed by the Registrant on February 5, 1997.
IN WITNESS WHEREOF, the undersigned has executed this Application to
Withdraw as of March 12, 1997.
HERBALIFE INTERNATIONAL, INC.
By: /s/ TIMOTHY GERRITY
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Timothy Gerrity
Executive Vice President
and Chief Financial Officer
