SecProbe.io

September 22 , 2010

Mr. Michael D. Dean
President and Chief Executive Officer
Nature’s Sunshine Products, Inc.
75 East 1700 South
Provo, Utah 84606

Re: Nature’s Sunshine Products, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
Form s 10-Q for the Quarterly Period s Ended  March 31 and  June 30 , 2010
File No. 001 -34483

Dear Mr. Dean :

We have limited our review to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your document s.  In our comments , we
ask you to amend your filings .

Please respond to this letter within ten business days by amending your filings , or by
advising us when you will amend your filings .  If you  do not believe that an amendment is
necessary based on your facts and circumstances, please tell us why in your response.  Please
furnish us a letter on EDGAR under the form type label CO RRESP that key s your response to
our comment s.

After reviewing the amended filings and the information you provide in response to these
comments , we may have  additional comments.

Form 10 -K for the fiscal year ended December 31, 2009

Item 9A.  Controls and Procedures
Changes in Internal Control over Financial Reporting , page 72

1. While it appears that you have conducted an evaluation of internal control over financial
reporting, it does not appear that you have disclosed your conclusion as requi red by Item
308(a)(3) of Regulation S -K as of December 31, 2009 .  Please amend your filing  to provide
management’s conclusion as to the effectiveness of your internal control over financial
reporting  as of December 31, 2009 .  Further please ensure your revised disclosure complies
with Item 308(a) in its entirety.

2. In addition, it does not appear that you have disclosed your conclusion regarding  the
effectiveness of your disclosure controls and procedure s as required by Item 307 of
Regulation S -K as of December 31, 2009 .  Please amend your filing to provide

Michael D.  Dean
Nature’s Sunshine Products, Inc.
September 22 , 2010
Page 2

 management’s conclusion  as of December 31, 2009  and consider whether management’s
failure to provide the disclosure required by Item 308(a)(3) impacts its conclusions regarding
the effectiveness of your disclosure controls and procedures as of December 31, 2009  and
revise your dis closure as appropriate.

Form s 10-Q for the quarterly period s ended March 31 and June 30 , 2010

Item 4. Controls and Procedures, page 31

3. Please amend your filing s to comply with Item 308(c) of Regulation S -K.

We urge all persons who are  responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing s;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing s; and
 the com pany may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may c ontact Tabatha Akins , Staff Accountant, at (202) 551 -3658 or Joel Parker ,
Accounti ng Branch Chief, at (202) 551 -3651 if you have any questions regarding the comments.
In this regard, do not hesitate to contact me , at (202) 551 -3679 with any other questions.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant