UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 28, 2012

BUNGE LIMITED

(Exact name of Registrant as specified in its charter)

Bermuda

(State or other jurisdiction

of incorporation)

001-16625

Commission File Number

98-0231912

(I.R.S. Employer

Identification Number)

50 Main Street

White Plains, New York

(Address of principal executive offices)

10606

(Zip code)

(914) 684-2800

(Registrant’s telephone number, including area code)

N.A.

(Former name or former address, if changes since last report)

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):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On February 29, 2012, Octavio Caraballo and Larry Pillard, members of the Board of Directors of Bunge Limited (the “Company”), informed the Board of Directors that they plan to retire from the Board and therefore will not stand for re-election at the Company’s 2012 Annual General Meeting of Shareholders, scheduled for May 25, 2012. Mr. Caraballo has been a director since 2001 and Mr. Pillard has been a director since 2007. They will both continue to serve as directors until their current terms expire on the date of the 2012 Annual General Meeting. Mr. Caraballo’s and Mr. Pillard’s decision not to stand for re-election was not due to any disagreement with the Company.

(e) On February 28, 2012, in connection with its annual review of named executive officer compensation, the Compensation Committee of the Board approved an increase in the base salary of D. Benedict Pearcy from $500,000 to $550,000.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 5, 2012

BUNGE LIMITED



By:	/s/ Carla L. Heiss
	Name:	Carla L. Heiss
	Title:	Assistant General Counsel and Secretary