SecProbe.io

Mail Stop 4720          October 7, 2009  Mr. Douglas Faggioli    President and Chief Executive Officer  Nature’s Sunshine Products, Inc.  75 East 1700 South  Provo, UT 84606

Re: Nature’s Sunshine Products, Inc.
 Preliminary Proxy Statement on Schedule 14A  Filed September 28, 2009  File Number 000-08707

Dear Mr. Faggioli:

We have limited our review of your filing to the issue we have addressed in our
comments below.  Where indicated, we th ink you should revise your document in
response to these comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision  is unnecessary.  Please be as detailed as
necessary in your explanations.     Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Preliminary Proxy Statement filed September 28, 2009

1. Please quantify the number of shares of  common stock that are required for
issuance on the conversion of the preferred stock.
 2. In addition, please quantify the number of  shares of common stock that will be
reserved for issuance pursuant to  the 2009 Stock Incentive Plan.
 3. Please amend the table found on page 41 of your filing to include a column
indicating the dollar va lue of the shares underlying th e option grant.  Please refer
to Item 10(a)(2) of Schedule 14A.

Mr. Douglas Faggioli
Nature’s Sunshine Products, Inc.
October 7, 2009 Page 2
4. We note your statement that Proposals 7, 8, 9, 10, 11, 12, and 13 are being submitted for shareholder approval to improve the flexibility of the board of directors in dealing with any unsolicit ed takeover offers.  Because you request
shareholder approval of amendments to th e Articles of Incorp oration that would
result in defensive provisions, please expand your filing to provide the following
disclosure:

• As you have stated on page 17 that the proposed amendments are not the result of management’s knowledge of any specific effort to accumulate the company’s securities or to obtain co ntrol of the company by means of a
merger, please expand your filing to di sclose why, in the absence of such
efforts, these amendments are being proposed at this time.
• In an appropriate place in your filing, please disclose whether the company’s Articles of Incorporation or Bylaws presently contain other
provisions having an anti-takeover e ffect, such as a provision providing
for a staggered board.  Additional information in the form of a chart or table, which would list charter or bylaw provisions that have already been adopted which can be used as defens ive provisions, may be appropriate.
This chart, among other things, may in clude disclosure concerning a class
of authorized, but unissued, common or pr eferred securities with respect to
which the board of directors retains th e power to determine voting rights.

• Given that you have proposed simila r measures, please discuss the inter-
relationship of the proposals.  In  addition, please disclose whether
management presently intends to pro pose other anti-takeover measures in
future proxy solicitations.
• Please discuss limitations on the adopti on of these proposals.  Disclosure
should be included as to whether th e rules or practices of any stock
exchange on which the company’s securi ties are listed reserve the right to
refuse to list or to de-list any stock which has unusual voting provisions that tender or nullify or  restrict its voting.

• Please expand your filing to provide a comparison of the proposed anti-takeover measures with the comparab le provision under the corporation
law of your state of incorporation.  If the Articles of Incorporation
amendment pertains to a matter that is specifically addressed under state
corporation law, a comparison of the provision of such state corporation
statute with those of the instant proposal should be furnished.

Mr. Douglas Faggioli
Nature’s Sunshine Products, Inc.
October 7, 2009 Page 3
• Because you have proposed amendments  to your Articles of Incorporation
to increase the number of authorized shares of common stock to create a
new class of stock designated as pr eferred stock with unspecified voting
rights, please expand your filing to disclose that such securities may be
privately placed to create voting im pediments or to frustrate persons
seeking to effect a merger or to ot herwise gain control of the company.

Please refer to SEC Release No. 34-1 5198 A (Oct. 19, 1978) for guidance.

* * * * *

 As appropriate, please amend the Schedule 14A and respond to these comments.  Detailed letters greatly facil itate our review.  Please furn ish a letter that keys your
response to our comments.  In addition, pleas e also note the locati on of any material
changes made in the proxy statement for reas ons other than in res ponse to specific staff
comments.  Electronically file the letter that  responds to each staff comment and notes
the location in the text of the revised pr oxy materials of the corresponding revisions.
Identify the electroni c letter response with a corresponde nce header tag.  Revised proxy
materials should be marked to indicate any changes.  Note also the requirements of Rule
310 of Regulation S-T.  Please understand that  we may have additional comments after
reviewing your response to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

Mr. Douglas Faggioli
Nature’s Sunshine Products, Inc.  October 7, 2009 Page 4
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     Please contact Rose Zukin at (202) 551-3239 or me at (202) 551-3710 with any
questions.         S i n c e r e l y ,            J e f f r e y  P .  R i e d l e r         A s s i s t a n t  D i r e c t o r