Herbalife Response to Steel Partners II, L.P. and Jana Partners, L.P. Letter of July 23, 2001

Business Wire, July 24, 2001

Business Editors

LOS ANGELES--(BUSINESS WIRE)--July 24, 2001

The following letter was sent by Herbalife International, Inc. (Nasdaq:HERBA)(Nasdaq:HERBB) to Steel Partners II, L.P. and Jana Partners, L.P. in response to the letter dated July 23, 2001:

July 24, 2001

Steel Partners II, L.P.

150 E. 52nd Street, 21st Floor

New York, NY 20022

Attn: Warren Lichtenstein, Managing Member of General Partner

Jana Partners, L.P.

536 Pacific Avenue

San Francisco, CA 94133

Attn: Barry Rosenstein, General Partner

Dear Messrs. Lichtenstein and Rosenstein:

Thank you for your letter of July 23, 2001. On behalf of the Board of Directors of Herbalife International, Inc. (the "Company"), we appreciate your interest in the Company, and your support demonstrated by your group's substantial share ownership.

It is our policy not to comment on rumors concerning possible material transactions involving the Company. Especially in light of the Securities and Exchange Commission's Regulation FD, it is important that we make disclosures concerning material matters in public press releases or in Current Reports on Form 8-K, as and when appropriate. Consequently, I am unable to address a number of the subjects identified in your letter.

I wish to assure you, however, that we have an active and well-informed Board of Directors (which includes a majority of non-management directors). Our Board regularly reviews, with the benefit of outside counsel and other professional advisors, many of the subjects as to which you have expressed concern, including the compensation of our management directors.

Our number one priority in recent months has been to stabilize operating results and begin to lay the foundation for improvement and growth. While certain factors (principally, currency fluctuations) continue to represent challenges, I believe that we have made substantial progress in recent months.

Again, we appreciate your support.

Sincerely,

Christopher Pair

President and Chief Executive Officer

About Herbalife International, Inc.

Herbalife International, Inc. markets nutritional, weight management and personal care products in 51 countries worldwide. Herbalife products are available only through a network of independent distributors who purchase the products directly from the Company.

This document includes forward-looking statements which may involve material risks and uncertainties that could cause actual results and events to differ materially from those set forth in the forward-looking statements, including projections of total sales, the success of sales initiatives, the ability to estimate the timing and amount of future success of sales initiatives, the ability to estimate the timing and amount of future expenses and the other risks and uncertainties discussed in the company's Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission.