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CORRESP
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Thomas W. Kellerman

Partner

650.843.7550

tkellerman@MorganLewis.com

October 13,
2009

VIA
EDGAR AND FACSIMILE

Mr. Jeffrey P.
Riedler

Assistant Director

Securities and Exchange
Commission

Division of Corporation
Finance

100 F Street N.E.

Washington, DC 20549

Facsimile Number:
202.772.9217

  Re:

  Nature’s Sunshine Products, Inc.

  Preliminary Proxy Statement on Schedule 14A,
  filed September 28, 2009

  File No. 000-08707

Dear Mr. Riedler:

On
behalf of Nature’s Sunshine Products, Inc. (the “Company”), we respectfully
submit this letter in response to the comments from the Staff of the Securities
and Exchange Commission (the “Commission”) contained in your letter to Douglas
Faggioli at the Company, dated October 7, 2009 (the “Comment Letter”),
with respect to the Company’s Preliminary Proxy Statement on Schedule 14A,
filed with the Commission on September 28, 2009 (the “Schedule 14A”).  The numbered paragraphs set forth below
restate the numbered paragraphs in the Comment Letter, and the discussion set
out below each such paragraph is the Company’s response to the Staff’s
comments.

Concurrently
with this response letter, the Company is filing an amended Schedule 14A.  Where indicated below, the Company has
included changes to the respective disclosures in the amended Schedule 14A in
response to the Staff’s comments with specific references to the applicable
sections of the amended Schedule 14A.
For the convenience of the Staff, we are also sending three (3) marked
copies of the amended Schedule 14A under separate cover, which have been marked
to show changes from the Schedule 14A as filed on September 28, 2009.

1.                                      Please quantify the number of
shares of common stock that are required for issuance on the conversion of the
preferred stock.

The
proposal to authorize preferred stock does not establish any specific terms for
such authorized shares.  The Company’s
Board of Directors would be authorized to establish the terms of such preferred
shares, including whether and the extent to which such shares would be convertible
into the Company’s common stock.
Accordingly, the Company cannot quantify the number of shares of common
stock that might be required for issuance on the conversion of such preferred
shares. A disclosure to this effect has been added to the Schedule 14A under
the heading “Purpose of the Proposed Amendment” in Proposal Eight.

2.                                      In addition, please quantify the
number of shares of common stock that will be reserved for issuance pursuant to
the 2009 Stock Incentive Plan.

As set
forth in Proposal Fifteen, the 2009 Stock Incentive Plan covers 750,000 shares
of the Company’s common stock.  This
number of shares has been added to the Notice of Meeting, and the following
sections of the Schedule 14A: Notice of Annual Meeting of Shareholders;
Questions and Answers About the 2009 Annual Meeting and This Proxy Statement,
under the headings “What is the purpose of the Annual Meeting?” and “What are
the Board’s voting recommendations?”; and Proposal Seven, under the heading “Purpose
of the Proposed Amendments”.

3.                                      Please amend the table found on page 41
of your filing to include a column indicating the dollar value of the shares
underlying the option grant. Please refer to Item 10(a)(2) of Schedule
14A.

The
New Plan Benefits table on page 41 discloses the number of shares
underlying options that have been granted subject to stockholder approval of
the 2009 Stock Incentive Plan.  The table has been prepared in accordance
with the SEC’s interpretation of Schedule 14A, Item 10(a)(2) as set forth
in SEC Division of Corporation Finance Manual of Publicly Available Telephone
Interpretations.  Paragraph 32 of Section N. PROXY RULES AND SCHEDULE  14A of the Manual states that:  “For option plans, no ‘dollar
value’ information should be given in the Table (i.e., no 5%/10% or
Black-Scholes valuation). The number of shares underlying options should be
provided in the ‘Number of Units’ column.”  In accordance with this
interpretation, the New Plan Benefits table does not need to include the dollar
value of the shares subject to the options, but it does include the number of
shares underlying options in the column headed “Number of Shares Underlying
Option Grant”.

4.                                      We note your statement that
Proposals 7, 8, 9, 1.0, 11, 12, and 13 are being submitted for shareholder approval
to improve the flexibility of the board of directors in dealing with any
unsolicited takeover offers. Because you request shareholder approval of
amendments to the Articles of Incorporation that would result in defensive
provisions, please expand your filing to provide the following disclosure:

·                  As you have stated on page 17
that the proposed amendments are not the result of management’s knowledge of
any specific effort to accumulate the company’s securities or

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to obtain
control of the company by means of a merger, please expand your filing to
disclose why, in the absence of such efforts, these amendments are being
proposed at this time.

As
noted in the Introduction to Proposals Two Through Thirteen, under the “General”
heading, the Company has explained that its current Articles of Incorporation
were prepared in 1989 and have not been amended or otherwise modified since
that time. The Board of Directors determined that it was appropriate to modernize
both the Articles of Incorporation and the Bylaws in their totality and to
ensure that these charter documents are well-integrated and consistent.  With respect to the potential anti-takeover
effect of certain of the proposed amendments, these proposals are not based on
any specific effort to accumulate the Company’s securities or to obtain control
of the Company.  Rather, the Board of
Directors has determined that it is prudent and in the overall best interests
of the shareholders to improve the flexibility of the directors in dealing with
unsolicited takeover offers and to encourage persons seeking to acquire control
of the Company to initiate such efforts through negotiations with the
Board.  Accordingly, the referenced
proposals have been included to prepare for any such circumstance that may
arise in the future and to avoid the risk of the Company being unprepared or
unable to respond appropriately.
Additional disclosure has been added to the Introduction to Proposals
Two Through Thirteen: Approval of Charter Amendments to clarify this point.

·                  In an appropriate place in your
filing, please disclose whether the company’s Articles of Incorporation or
Bylaws presently contain other provisions having an anti-takeover effect, such
as a provision providing for a staggered board. Additional information in the
form of a chart or table, which would list charter or bylaw provisions that
have already been adopted which can be used as defensive provisions, may be
appropriate. This chart, among other things, may include disclosure concerning
a class of authorized, but unissued, common or preferred securities with
respect to which the board of directors retains the power to determine voting
rights.

The
only provision in the Company’s Articles of Incorporation and Bylaws that may
be viewed as including an anti-takeover effect is the existence of a staggered
Board of Directors.  The Company’s
charter documents do not currently authorize preferred shares or otherwise
include any class of authorized but unissued shares with respect to which the
Board of Directors retains the power to determine voting rights.  As a result, the inclusion of a chart or
table concerning existing anti-takeover provisions included in the existing Articles
of Incorporation and Bylaws does not seem necessary.  However, additional disclosure regarding the
staggered Board of Directors and the potential anti-takeover effect of this
provision has been added to the Introduction to Proposals Two Through Thirteen:
Approval of Charter Amendments, under the heading “Existing Arrangements with
Possible Anti-Takeover Effect”.

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·                  Given that you have proposed
similar measures, please discuss the interrelationship of the proposals. In
addition, please disclose whether management presently intends to propose other
anti-takeover measures in future proxy solicitations.

In
accordance with your suggestion, additional disclosure has been added in the
discussion of each of Proposals Four, Five, Eight, Nine, Ten, Eleven, Twelve,
Thirteen and Fourteen to describe the interrelationship of these proposals with
certain of the other proposals included in the Schedule 14A.  The Board of Directors of the Company does
not presently intend to propose other anti-takeover measures in future proxy
solicitations.  Disclosure to this effect
has been added to the Introduction to Proposals Two Through Thirteen: Approval
of Charter Amendments, under the heading “Possible Anti-Takeover Effects”.

·                  Please discuss limitations on the
adoption of these proposals. Disclosure should be included as to whether the rules or
practices of any stock exchange on which the company’s securities are listed
reserve the right to refuse to list or to de-list any stock which has unusual
voting provisions that tender or nullify or restrict its voting.

The
Company’s common stock will be listed on the NASDAQ Capital Market under the
symbol “NATR” commencing on Monday, October 12, 2009.  The NASDAQ rules do not specifically
address any of the provisions covered by the proposals contained in the
Schedule 14A.  In fact, many companies
listed on NASDAQ have similar provisions in their charter documents to these
proposals.  The Company is not aware of
any limitations on the adoption of these proposals.  As a result, no disclosure has been added to
the Schedule 14A with respect to this comment.

·                  Please expand your filing to
provide a comparison of the proposed antitakeover measures with the comparable
provision under the corporation law of your state of incorporation. If the
Articles of Incorporation amendment pertains to a matter that is specifically
addressed under state corporation law, a comparison of the provision of such
state corporation statute with those of the instant proposal should be
furnished.

The
Company is incorporated in the State of Utah.
The Utah Revised Business Corporation Act does not specifically address
the provisions contained in the Proposals, other than to permit the corporation
to amend its Articles of Incorporation and Bylaws in the manner proposed in the
Schedule 14A.  A Utah corporation is
permitted to establish the voting requirements and allocation of duties and
powers between the shareholders and Board of Directors in the manner
contemplated by the proposals.  The Utah
Revised Business Corporation Act does not provide any statutory anti-takeover
provisions, including provisions similar to that contained in Section 203
of the Delaware General Corporation Law.
However, the Utah securities laws contain a control share acquisition
act, which can discourage or prevent takeover attempts.  We have included a description of the Utah
Control Shares Acquisitions Act in the Schedule 14A.

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·                  Because you have proposed
amendments to your Articles of Incorporation to increase the number of
authorized shares of common stock to create a new class of stock designated as
preferred stock with unspecified voting rights, please expand your filing to disclose
that such securities may be privately placed to create voting impediments or to
frustrate persons seeking to effect a merger or to otherwise gain control of
the company.

The
Schedule 14A has been amended to add additional disclosure to this effect in
Proposal Eight, under the heading “Effect of Proposed Amendment”.

On
behalf of the Company, we hereby acknowledge 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.

We
hope you find that our responses have adequately addressed the concerns you
raised in the Comment Letter.  If you
should require any additional information in connection with our responses,
please feel free to contact the undersigned at (650) 843-7550.

  Very truly yours,

  Thomas W. Kellerman

  c:

  Douglas Faggioli

  President and Chief
  Executive Officer

  Nature’s Sunshine
  Products, Inc.

  75 East 1700 South

  Provo, Utah 84606

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