SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

       DIVISION OF
CORPORATION FINANCE

MAIL STOP 3628

August 19, 2005

By Facsimile (215) 864-9166 and U.S. Mail

Craig D. Huff Vice President of Finance, Treasurer,
Chief Financial Officer a nd Chief Accounting Officer
Nature’s Sunshine Products, Inc.  75 East 1700 South Provo, Utah 84606

Re:   Nature’s Sunshine Products, Inc.
 Schedule TO-I
Filed on August 5, 2005
 File No. 005-32703

Dear Mr. Huff:

We have the following comments on the above referenced filin g.  Please understand that
the purpose of our review process is to assist you in your compliance with th e applicable disclosure
requirements and to enhance the overall disclosure in your filing.  We lo ok forward to working
with you in these respects.  We welcome any questions you may have about our comments or on
any other aspect of our review.  F eel free to call us at the telephone  number listed at the end of this
letter.
Schedule TO-I
General
1. Please provide a brief statement as to the acc ounting treatment of the transaction.  To the
extent that you believe that this disclosu re is not material, please advise.  See  Item
1004(a)(1)(xi) of Regulation M-A.

Craig D. Huff
Nature’s Sunshine Products, Inc.
August 19, 2005 Page 2
Offer to Purchase
 Forward Looking Statements, page 6

2. Refer to the last sentence in this section. This disclaimer of  any obligation to update forward-
looking statements appears to be inconsistent with your obligati on under Rules 13e-4(c)(3)
and 13e-4(e)(3) to amend the Schedule to re flect material changes in the information
previously disclosed.  Please revise.

Section 7.  Conditions of the Offer, page 21

3. A tender offer may be conditioned on a variety of events and circumstances, provided that they are not within the direct or indirect control of the bidder and are drafted with sufficient
specificity to allow security holders to object ivity verify whether the conditions have been
satisfied.  Please generally revise to narro w your conditions.  For example, but without
limitation, some of your conditions refer to “threa tened” actions and other conditions refer to
actions and events that “may” or “might” o ccur.   These conditions appear to contain
excessive subjective elements and should be revised accordingly.
Letter of Transmittal
4. We note your request that the security holder acknowledge that they “understand” certain
terms the Offer.  It is not appropriate to require security holders to attest to the fact that they
“understand” the terms of the offer as such lang uage may effectively operate as a waiver of
liability.  Please delete this a nd other similar language throu ghout these materials.  To the
extent that you have already circulated the Le tter of Transmittal to security holders, please
confirm that you will not utilize the referenced la nguage set forth in this form as a waiver of
liability against secu rity holders.
Closing

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.  Since the issu er is in possession of all facts relating to its
disclosure, it is responsible for the accuracy a nd adequacy of the disclosures it has made.

 In connection with responding to our comme nts, please provide, in writing, a statement
from Nature’s Sunshine acknowledging that:

‚ the issuer is responsible for the adequacy and accuracy of the disclosure in the filings;

Craig D. Huff
Nature’s Sunshine Products, Inc.
August 19, 2005 Page 3
‚ staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose th e Commission from taking any action with
respect to the filing; and
‚ the issuer may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

As appropriate, please amend your document in response to these comments.  You may
wish to provide us with marked copies of the amendment, if required, to expedite our review.
Please furnish a cover letter with  your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.

Please file your cover letter  on EDGAR.  Please understand that we may have additional
comments after reviewing your amendment and responses to our comments.  In addition,
depending upon your response to these comments, a supplement may need to be sent to security holders.

Please direct any questions to me at ( 202) 551-3456.  You may also contact me via
facsimile at (202) 772-9203.

                              Very truly yours,

                                 Jeffrey B. Werbitt
       A t t o r n e y - A d v i s o r
       Office of Mergers & Acquisitions

cc:  Justin P. Klein
Ballard Spahr Andrews & Ingersoll, LLP 1735 Market Street, 51
st Floor
Philadelphia, Pennsylvania 19103