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CORRESP
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[BALLARD SPAHR ANDREWS & INGERSOLL, LLP LETTERHEAD]

Justin P. Klein

DIRECT DIAL: (215) 864-8606

PERSONAL FAX: (215) 864-9166

E-MAIL: KLEINJ@BALLARDSPAHR.COM

November 12,
2004

Via EDGAR, Facsimile and FedEx

United
States Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Mail Stop 0309

Washington, D.C. 20549

Attention:Celeste
M. Murphy

Attorney Advisor

Office of Mergers and Acquisitions

Re:Nature's Sunshine Products, Inc.

Schedule TO filed October 27, 2004

File No. 005-32703

Dear
Ms. Murphy:

        This
letter responds to the Staff's comment letter dated November 4, 2004 to Justin P. Klein, Esq., of Ballard Spahr Andrews & Ingersoll, LLP, counsel to Nature's Sunshine
Products, Inc. (the "Company"), regarding the above-captioned Schedule TO (the "Schedule TO"). The purpose of this response letter is to address, on behalf of the Company, the comments related
to the Schedule TO. For your convenience, each of the Staff's comments with respect to the Schedule TO has been reproduced, followed by the Company's response to such comment.

General

        1.     Wherever
you recommend that security holders check the box captioned "Shares Tendered at Price Determined Pursuant to the Offer" to maximize the chance that their shares
will be purchased, revise to include disclosure which explains that this feature may have the effect of decreasing the offer price because such tendered shares will effectively be considered available
for purchase at the minimum price within the range you have set.

        RESPONSE:    We have revised the Schedule TO in response to the Staff's comment. Please see numbered paragraphs one through
seven of Amendment No. 2 to the Schedule TO, filed November 12, 2004 ("Amendment No. 2").

Section 3. Procedures for Tendering Shares Determination of Validity, page 17

        2.     Refer
to your statement reserving the right to "waive any of the conditions of the offer…with respect to…any particular shareholder." In the event
you waive a condition, you must waive it for all stockholders. Please revise accordingly.

        RESPONSE:    We have revised the Schedule TO in response to the Staff's comment. Please see numbered paragraph eight of
Amendment No. 2.

Section 4. Withdrawal of Tenders, page 18

        3.     Rule 13e-4(f)(2)(ii) requires
that security holders have a right to withdraw tendered shares after the expiration of forty business days
from the commencement of the tender offer if not yet accepted for exchange. Your disclosure references a date other than the fortieth business day. Is your

intention
to provide these "back-end" withdrawal rights earlier than forty business days after commencement? If not, please revise accordingly.

        RESPONSE:    We have revised the Schedule TO in response to the Staff's comment. Please see numbered paragraph nine of Amendment
No. 2.

Section 5. Purchase of Shares and Payment of Purchase Price, page 19

        4.     Revise
your disclosure in the third and sixth paragraphs to clarify that you will pay the purchase price "promptly," not "as soon as practicable" or "as promptly as
practicable," following the expiration of the offer. Refer to Rules 13e-4(f)(5) and 14e-1(c).

        RESPONSE:    We have revised the Schedule TO in response to the Staff's comment. Please see numbered paragraphs ten and eleven
of Amendment No. 2.

Section 7. Conditions of the Tender Offer, page 21

        5.     The
first paragraph of this section contains language suggesting that once a condition is triggered, the offeror may decide in its reasonable judgment whether it
is advisable to proceed with the offer. Please note that when a condition is triggered and an offeror decides to proceed with the offer anyway, we believe that this constitutes a waiver of the
triggered condition(s). The company may not rely on this language to tacitly waive a condition of the offer by failing to expressly assert it. Please confirm your understanding on a supplemental
basis.

        RESPONSE:    We supplementally confirm to the Staff our understanding that we may not rely on the above referenced language to
tacitly waive a condition of the offer by failing to expressly assert it.

        6.     The
condition contained in the third bullet on page 22 refers to an impairment of the benefits the company expects to receive from this offer. Since security
holders should have a reasonable idea whether or not an offer condition is triggered, or at least should understand how this determination will be made, please revise to specify or generally describe
those benefits.

        RESPONSE:    In response to the Staff's comment, we have revised the Schedule TO to remove the above reference language. Please
see numbered paragraph twelve of Amendment No. 2.

Section 10. Certain Information Concerning Nature's Sunshine, page 25

        7.     In
the last paragraph of this section, you attempt to incorporate by reference any future documents or reports filed from the date of this offer until it is completed.
However, Schedule TO does not permit such "forward" incorporation by reference. If the information provided to shareholders in the Offer to Purchase materially changes, you are under an obligation to
amend the Schedule TO to update it and to disseminate the new information to shareholders in a manner reasonably calculated to inform them about the change. Please revise the disclosure accordingly.

        RESPONSE:    In response to the Staff's comment, we have revised the Schedule TO to remove the above reference language. Please
see numbered paragraph thirteen of Amendment No. 2.

Section 15. Extension of the Offer; Termination; Amendment, page 33

        8.     We
note that you will use Business Wire to make public announcements. Please advise why you believe this method satisfies the requirement of
Rule 13e-4(e)(3) that any material changes must be promptly disseminated in a manner reasonably designed to inform stockholders of the changes. In this regard, we note that
depending on the materiality of the change in the terms of the offer, a public announcement by issuing a press release through Business Wire may not by itself satisfy your obligations under
Rule 13e-4(e)(3).

2

        RESPONSE:    In response to the Staff's comment, we have revised the Schedule TO to remove the above reference language. Please
see numbered paragraph fourteen of Amendment No. 2. We supplementally advise the Staff that any public announcement that we make under the tender offer will be made in a manner reasonably
designed to reach shareholders in accordance with Rule 13e-4(e)(3).

        In
addition, included as Attachment A to this letter is written statement from the Company acknowledging that (i) the Company is
responsible for the adequacy and accuracy of the disclosure in the filings; (ii) staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do
not foreclose the Commission from taking any action with respect to the filing; and (iii) 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
direct any questions or comments to me at (215) 864-8606.

Sincerely,

/s/
Justin P. Klein

Justin
P. Klein

cc:Douglas
Faggioli

Craig Huff
3

Attachment A

Nature's Sunshine Products, Inc.

75 East 1700 South

Provo, Utah 84606

        Nature's
Sunshine Products, Inc., a Utah corporation (the "Company"), hereby acknowledges, through its Executive Vice President, Vice President of Finance and Chief Financial
Officer, that:

•the
Company is responsible for the adequacy and accuracy of the disclosure in its Schedule TO filed October 27, 2004 (File No. 005-32703) and all
exhibits and amendments thereto (the "Filing");

•comments
from the staff of the U.S. Securities and Exchange Commission (the "Commission") 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.

        IN
WITNESS WHEREOF, the Company, through the undersigned, has signed this certificate on this 12th day of November, 2004.

NATURE'S SUNSHINE PRODUCTS, INC.

By:

/s/  CRAIG D. HUFF

Name:

Craig D. Huff

Title:

Executive Vice President, Vice President of Finance and Chief Financial Officer