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Letter of Correspondence re NAI 2004 10-K

 NATURAL ALTERNATIVES INTERNATIONAL

 World Leader In Nutritional Science

 July 29, 2005

 Via Facsimile and EDGAR

 Jim B.
Rosenberg,

 Senior Assistant Chief Accountant

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, D.C. 20549

 Facsimile No.: (202) 772-9217

Re:
Natural Alternatives International, Inc.

 Form 10-K for
the fiscal year ended June 30, 2004

 Filed September 14, 2004

 File No. 000-15701

 Dear Mr. Rosenberg:

 This letter is submitted on behalf of Natural Alternatives
International, Inc. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) with respect to the above referenced
filing (the “Filing”), as set forth in your letter to Mark A. LeDoux, dated July 1, 2005. For reference purposes, the text of the comments set forth in your letter has been reproduced herein with responses below each numbered comment.

 Item 7. Management’s Discussion and Analysis of Financial Condition
and …, page 13 Results of Operations

 Critical Accounting Policies
and Estimates, page 14

 STAFF COMMENT:

1.
Regarding your estimate of returns and your inventory reserve and the significant assumptions underlying each estimate, please tell us how accurate they have been in the past, how
much they have changed in the past, whether they are reasonably likely to change in the future, and, if so, whether any reasonably likely change would be material. In so doing, please provide us a roll forward of each estimate that includes the
following: (a) beginning balance, (b) current provision related to sales made in current period, (c)

 1185 LINDA VISTA DRIVE • SAN MARCOS, CALIFORNIA 92078 • (760) 744-7340 • FAX (760) 744-9589

 http://www.nai-online.com

 current provision related to sales made in prior periods, (d) actual charges in current period related to
sales made in current period, (e) actual returns in current period related to sales made in prior periods, and (f) ending balance.

 RESPONSE:

 As of June 30, 2004, approximately 87% of the Company’s consolidated revenues were derived from the sale of private label contract manufacturing products and approximately 13% from the sale of products under the
Company’s direct-to-consumer marketing program (“DTC”). Because the private label contract manufacturing products are manufactured and sold in response to specific purchase orders received from customers, returns of such products
generally result from product nonconformance or other similar factors that are often unique and therefore provide only limited predictive value for future estimates of returns. On the other hand, returns of the Company’s DTC products typically
result from consumer dissatisfaction and occur within 60 days of revenue recognition. These returns have been estimable based on historical experience.

 Overall, the Company believes its estimates of product returns and underlying assumptions have been reasonably accurate over the prior three fiscal years
ended June 30, 2004, and similarly so for the Company’s most recent fiscal year ended June 30, 2005. With the exception of a higher provision in 2003, resulting from a regulatory issue with one country that resulted in the probable return of
certain products that were subsequently returned in 2004, the Company’s estimates and assumptions have remained consistent relative to sales volume. Excluding those unique and more inestimable events, the Company does not currently anticipate
that a material change in its estimates or the assumptions used is reasonably likely in the near future.

 With regard to the Company’s inventory reserve, the Company similarly believes that its estimates and underlying assumptions have been reasonably
accurate over the prior three fiscal years ended June 30, 2004, and similarly so for the Company’s most recent fiscal year ended June 30, 2005. During that period, the Company’s assumptions for determining the utility of goods in their
disposal in the ordinary course of the Company’s business have remained consistent. Although our assumptions have remained consistent, inventory reserve as a percentage of gross inventory decreased since June 30, 2002 due to changes in the
Company’s business. Late in fiscal 2002 new executive management joined the Company and began improving supply chain business practices. The improved business practices resulted in a reduction of excess and obsolete inventory. The
Company’s June 30, 2005 inventory reserve will be higher than June 30, 2004 due to an unused supply of one raw material purchased for a customer relationship that was terminated in fiscal 2005.

 As requested, a roll forward reflecting the above requested information for
each of the Company’s estimates of returns and inventory reserves is provided herewith.

 Item 8. Financial Statements and Supplementary Data, page 28

 Notes to Consolidated Financial Statements, page 33

 A. Organization and Summary of Significant Accounting Policies, page 33

 Property and Equipment, page 33

 STAFF COMMENT:

2.
Please tell us how “the expected term of the lease” is consistent with the “lease term,” as it is defined in paragraph 5(f) of SFAS 13.

 RESPONSE:

 The “expected term of the lease” is the same as the “lease term,” as defined in paragraph 5(f) of SFAS
13. The Company amortizes leasehold improvements using the straight-line method over the shorter of the life of the improvement or the lease term. The Company did not intend to indicate something other than the “lease term” as defined in
paragraph 5(f) of SFAS 13 was used. The language will be modified in future filings to delete the reference to “expected.”

 As requested, the Company acknowledges that:

•

The Company is responsible for the adequacy and accuracy of the disclosure in the Filing;

•

Staff comments or changes to disclosures 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.

 Should you have additional questions or require
additional information, please feel free to contact me at (760) 744-7340.

Sincerely,

 /s/ John Reaves

John Reaves

Chief Financial Officer

cc:
David Fisher

 Mark LeDoux

 Robert Bruning (Ernst & Young)

 NATURAL ALTERNATIVES INTERNATIONAL, INC.

 ESTIMATED PRODUCT RETURN RESERVE

 For the Three Years Ended June 30, 2004

Beginning
Balance

Current provision/
current sales period

Current provision/
prior period sales

Deductions / current
period sales

Deductions / prior
period sales

Ending
Balance

 2004

$
520,299

$
222,000

$
—

$
(29,000
)

$
(342,538
)

$
370,761

 2003

$
60,000

$
460,299

$
—

$
 —

$
 —

$
520,299

 2002

$
 —

$
90,000

$
—

$
(30,000
)

$
 —

$
60,000

 NATURAL ALTERNATIVES INTERNATIONAL, INC.

 INVENTORY ALLOWANCE ROLLFORWARD

 For the Three Years Ended June 30, 2004

Beginning
Balance

Provision

Deductions

Ending
Balance

 2004

$
707,771

$
964,502

$
(559,755
)(a)

$
1,112,518

 2003

$
1,466,585

$
19,047

$
(777,861
)(a)

$
707,771

 2002

$
3,062,806

$
693,467

$
(2,289,688
)(a)

$
1,466,585

(a)
Disposals of unrecoverable inventory costs.