SecProbe.io

June 15, 201 2

Via E -mail
Stephen M. Bunker
Executive Vice President, Chief Financial Officer  and
Treasurer
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 , 2011
   Filed March 5, 201 2
File No. 001-34483

Dear M r. Bunker :

We have reviewed your filing and have the following comment s.  In our comment s, we
ask you to provide us with information so we may better understand your disclosure s.

Please respond to this letter within 10 business days by  providing us the requested
information or  by advising us when you will provide the requested response.   If you  do not
believe a comm ent appl ies to your facts and circumstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP that key s your
response s to our comment s.

After reviewing the information provide d, we may raise addit ional comments  and/or
request that you amend your filing .

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Contractual Obligations, page 3 1

1. Please provide us proposed disclosure to be included in future periodic rep orts to include
long-term debt and the interest on long -term debt in the table of contractual obligations.

Notes to Consolidated Financial Statements
Note 10: Income Taxes, page 51

2. Your net sales revenue in the United States based on page 59 accounted for
approximately 43%, 45% and 45% of your total net sales revenue in 2011, 2010 and 2009
respectively.  Approximately 11%, 37% and 51% of your pre -tax income was attributable
to the Domestic jurisdiction for the same periods.  Please provide us proposed d isclosure
for your MD&A to be included in future periodic reports  to explain the underlying

Stephen M. Bunker
Nature’s Sunshine Products, Inc.
June 15, 2012
Page 2

 reasons for the disproportionate relationship between net sales revenue and pre -tax
income in the United States for 2011.

3. In your MD&A under results of operations  – income taxes on pages 26 and 29, you
attributed adjustments relating to the U.S. tax impact of foreign operations and foreign
tax rate differentials as reasons for the difference between the effective income tax rate
and the statutory federal income tax  rate in 2011and 2010. Regarding the U.S. tax impact
of foreign operations which are reflected in the rate reconciliation herein as a 15.1%
decrease in 2011 and a 13.5% increase  in 2010 , your explanations on pages 26 and 30 for
this item is the same for bo th years. Please provide us proposed disclosure to be included
in MD&A in future periodic reports that quantifies and explains each factor causing the
increase or decrease for each year  and that  clarif ies why the very same adjustments
caused a decrease in 2011 and a n increase in 2010.  Regarding the foreign tax rate
differentials which are reflected in the rate reconciliation as a 5.2% decrease in both 2011
and 2010, your explanation on page 30 for 2010 indicates that the difference is due to not
recording a tax benefit for losses. Please tell us why this would be reflected as decrease in
the rate reconciliation and why it is characterized as a foreign rate differential.

We urge  all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s 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 comment s, 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;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the fil ing; and
 the company may not assert staff comments as a defense in any proceeding initia ted by
the Commission or any person under the federal securities laws of the United States.

You may contact Vanessa Robertson, Staff Accountant, at (202) 551 -3649 or Joel Parker ,
Accounting 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.

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant