EXHIBIT 3.28



Office translation from Finnish

ARTICLES OF ASSOCIATION

HERBALIFE INTERNATIONAL FINLAND OY

1 Section   The name of the company is Herbalife International Finland Oy and
            its domicile is Helsinki.

2 Section   The purpose of the company is to import and export, distribute and
            market food products, beverages, weight loss and weight management
            products, health and nutritional supplements, skin and hair
            products, cosmetics, and other types of products of similar kind and
            other activities related thereto and to provide consultation and
            other services connected to the above. The company may also own,
            rent and lease real property, and own shares and other bond
            securities.

3 Section   The minimum share capital is one hundred thousand Finnish markkas
            (FIM 100.000) and the maximum share capital is four hundred thousand
            Finnish markkas (FIM 400.000) within which limits the share capital
            can be increased or decreased without amending the articles of
            association.

            The nominal value of the shares is one hundred Finnish markkas (FDA
            100).

4 Section   The Board of Directors of the company consists of at least one (1),
            but not more than six (6) members, who shall be elected at the
            annual shareholders' meeting for a term of office expiring on the
            closing of the first annual shareholders' meeting following their
            election. If less than three ordinary members are elected, at least
            one deputy member shall be elected.

            The Board of Directors forms a quorum when more than half of its
            members are present.

            The Board of Directors may take decisions in writing without
            convening provided that all members of the Board agree on the
            decision and sign it.

5 Section   The company can have a Managing Director, who is appointed by the
            Board of Directors.

6 Section   The company name may be signed by the Managing Director and a member
            of the Board both alone.

            The Board of Directors decides on giving the authority to sign for
            the company and on granting procura proxies.

7 Section   The fiscal year of the company is a calendar year.

8 Section   The annual shareholders' meeting shall be held annually by the end
            of June.

9 Section   The company shall have one (1) auditor, who must be a public
            certified auditing firm. The auditor holds office until the end of
            the next annual shareholders' meeting.

10 Section  Shareholders' meetings shall be convened by registered mail which
            must be sent not later than ten days before the meeting to the
            addresses provided by the shareholders to the Board of Directors.

            Other information to the shareholders shall be posted by registered
            mail.

11 Section  At the annual meeting of shareholders it shall be:

presented
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1.    the closing of the books including the balance sheet, profit and loss
      statement and the annual report;

2.    the auditors' report;

3.    an explanation of the Board of Directors to the possible remarks made by
      the auditor;

decided
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4.    on the confirmation of the profit and loss statement, measures caused by
      the profit or loss according to the confirmed balance sheet and payment of
      dividends;

5.    on granting discharge for the members of the Board of Directors and the
      Managing Director;

6.    on the fees for the Board of Directors and the auditors;

7.    on the number of members of the Board of Directors;

elected
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8.    the members of the Board of Directors, possible deputy members of the
      Board of Directors and the auditor;

handled
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9.    other items presented on the call to the meeting.



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