SecProbe.io

Mail Stop 4720          October 16, 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 reviewed your October 13, 2009 re sponse to our October 7, 2009 letter
and have the following additional comment.  Where indicated, we think you should revise your document in response to this co mment.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as nece ssary 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.
 October 13, 2009 Response Regarding Prelimin ary Proxy Statement filed September 28,
2009
1. Please refer to Proposal 15.  We note that on September 24, 2009, the Board
approved option grants to purchase up  to 230,650 shares of common stock to
certain individuals.  Please expand your disclosure to state the exercise price of the options granted on September 24, 2009.

* * * * *

Mr. Douglas Faggioli
Nature’s Sunshine Products, Inc.  October 16, 2009 Page 2   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.

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