EXHIBIT 3.12


                           ARTICLES OF INCORPORATION
                                       OF
                  HERBALIFE INTERNATIONAL COMMUNICATIONS, INC.

     ONE:  The name of this corporation is Herbalife International
Communications, Inc.

     TWO:  The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

     THREE:  The name and address of this corporation's initial agent for
service of process is:

          Patti Berman
          9800 La Cienega Boulevard, 13th Floor
          Ingelwood, California, 90301

     FOUR:  This corporation is authorized to issue one class of shares of
stock; the total number of said shares is 1,000.

     FIVE:  The liability of the directors of this corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.

     SIX:  This corporation is authorized to indemnify the directors and
officers of this corporation to the fullest extent permissible under California
law.

     Dated:  November 21, 1994

                                                       /s/  S. A. Morgan
                                                    ----------------------------
                                                       S.A. Morgan, Incorporator