SecProbe.io

Mail Stop 4720
April 4 , 2016

Gregory L. Probert
Chief Executive Officer
Nature’s Sunshine Products, Inc.
2500 West Executive Parkway, Suite 100
Lehi, U T 84043

Re: Nature’s Sunshine Products, Inc.
 Preliminary  Proxy Statement on Schedule 14A
Filed March 15 , 201 6
File No. 001-34483

Dear Mr. Probert :

We have reviewed your filing an d have the following comment.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comment appl ies to your facts and circumstances , please tell us why in your response.

After reviewing your response to this comment, we may have  additional comments.

Proposal Three: Ratification of the Company’s Third Amended and Restated Bylaws, page 18

1. Please expa nd your discussion regarding the scope of the fee -shifting provision to:

 Identify the types of actions that are subject to fee shifting, including whether you
intend the provision to apply to actions such as derivative actions and claims under
the federal  securities laws;
 Explain the recovery standard in greater detail so that shareholders can better
understand what does, and does not constitute, “a judgment on the merits that
substantially achieves, in substance and amount, the full remedy sought”; and
 Explain whether the definition of “Claiming Party” is intended to cover legal counsel
and expert witnesses, and clarify the intent and scope of the “direct financial interest”
provision.

In addition, discuss whether  and, if so, how  the fee shifting provision has impacted your
business or litigation since its adoption by the board in 2014.

Gregory L. Probert
Nature’s Sunshine Products, Inc.
April 4 , 2016
Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be ce rtain that the filing includes 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;

 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; and

 the company 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.

Please contact Michael Gershon at (202) 551 -6598 or Joseph McCann at (202) 551-6262
with any questions.

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of Health care and Insurance

cc: Richard D. Strulson, Esq.