SecProbe.io

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Mail Stop 03-09
Via Facsimile and U.S. Mail

	May 31, 2005

Mr. Frank W. Gay II
Chairman of the Board and Chief Executive Officer
Nutraceutical International Corporation
1400 Kearns Boulevard 2nd Floor
Park City, Utah 84060

RE:	Nutraceutical International Corporation
	Form 10-K for the fiscal year ended September 30, 2004
	Filed December 3, 2004
            File No. 000-23731

Dear Mr. Gay:

              We have reviewed your filing and have the following
comments. We have limited our review of the above referenced
filing
to only those issues addressed. In our comments, we ask you to
provide us with supplemental information so that we may better
understand your disclosure. Please provide us the supplemental
information requested within 10 business days of the date of this
letter or tell us when you will provide a response prior to the
expiration of the 10-day period.  Please furnish a letter with
your
supplemental responses that keys your responses to our comments.
Detailed letters greatly facilitate our review. You should file
the
letter on EDGAR under the form type label CORRESP. Please
understand
that we may have additional comments after reviewing your
responses
to our comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

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

Selected Financial Data, page 21

1. As you have indicated that EBITDA (a non-GAAP measure) is a
measure of operating performance, you should have explained why it
is
reasonable to exclude depreciation when measuring financial
performance as plant and equipment are necessary to earn revenue.
Please provide us your analysis supporting your use of this non-
GAAP
measure.  Describe for us specifically how EBITDA is used in
measuring management`s compensation.  Similarly, explain how the
company`s creditors use EBITDA in assessing debt covenant
compliance.
Indicate which debt agreements contain an EBITDA covenant and
indicate the amount of borrowing under that agreement.  If the use
of
EBITDA in measuring compensation and debt covenants is not
substantive, disclosure of EBITDA should be deleted.

Management`s Discussion and Analysis

Significant Accounting Policies, page 23

2. For each critical accounting policy, we do not see any
disclosure
about the factors and assumptions and the reasonably likely
effects
that changes could have, nor do we see disclosure quantifying what
your actual changes in estimates have been and what caused those
changes.  Please provide us your analysis to support why this
disclosure is not in the filing.  In addition, describe for us any
deductions from revenue (other than returns) that must be
estimated
at the point in time that revenue is recognized.  If applicable,
explain why these estimates are not described.

Liquidity and Capital Resources, page 26

3. We note the table of operating lease obligations on page 28.
Please explain to us why a complete table of contractual
obligations
in accordance with Item 303 of Regulation S-K was not presented
including debt and interest payments.

Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies, page F-8
4. Please explain to us why you did not disclose the amount of
advertising expense as required by SOP 93-7.

Note 18. Commitments and Contingencies, page F-20

5. Your disclosures related to current legal proceedings do not
appear to include all of the required disclosure under GAAP.  SFAS
5
and SAB 92 require certain disclosures including a) disclosure of
the
estimated additional loss, or range of loss, that is reasonably
possible, or b) disclosure that such an estimate cannot be made.
Please explain to us why you did not provide these disclosures.
For
those legal proceedings where you cannot make an estimate, tell us
the facts and circumstances preventing you from making such an
estimate and what is being sought in those proceedings.

*  *  *  *  *

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all the
facts relating to a company`s disclosure, they are responsible for
the accuracy and adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* The company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* 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
* 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 addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Frank Wyman, Staff Accountant at (202) 551-
3660
or Lisa Vanjoske, Assistant Chief Accountant, at (202) 551-3614,
if
you have questions regarding the comments. In this regard, do not
hesitate to contact me at (202) 551-3679.
							Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant
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Mr. Frank W. Gay II
Nutraceutical International Corporation
Page 3

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