SecProbe.io

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 NATURE’S SUNSHINE PRODUCTS, INC.
 June 18, 2025 VIA EDGAR
 United States Securities and Exchange Commission Division of
Corporate Finance 100 F Street, N.E. Washington, D.C. 20549
 Attn: Tim Buchmiller Re: Nature’s
Sunshine Products, Inc.—Registration Statement on Form S-3 (File No. 333-287882)
 Ladies and Gentlemen: In accordance with Rule
461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File
 No. 333-287882) (the “Registration Statement”) of Nature’s Sunshine Products, Inc. (the “Company”). We respectfully request that the Registration Statement be declared effective
as of 5:00 p.m., Eastern Time, on June 18, 2025, or as soon as practicable thereafter. The Registrant hereby authorizes Dan Lyman of
Dorsey & Whitney LLP, counsel for the Registrant, to orally modify or withdraw this request for acceleration. Once the
Registration Statement has been declared effective, please orally confirm that event by calling Dan Lyman at (801) 933-4028.

 Very truly yours,

 NATURE’S SUNSHINE PRODUCTS, INC.

 /s/ L. Shane Jones

 L. Shane Jones

 Executive Vice President, Chief Financial Officer and Treasurer

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 NATURE’S SUNSHINE PRODUCTS, INC.
 June 17, 2025 VIA EDGAR
 United States Securities and Exchange Commission Division of
Corporate Finance 100 F Street, N.E. Washington, D.C. 20549
 Attn: Tim Buchmiller

 Re:
 Nature’s Sunshine Products, Inc.—Registration Statement on Form
 S-3 (File No. 333-287882) Ladies
and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective
date of the Registration Statement on Form S-3 (File No. 333-287882) (the “Registration Statement”) of Nature’s Sunshine Products, Inc. (the
“Company”). We respectfully request that the Registration Statement be declared effective as of 5:00 p.m., Eastern Time, on June 19, 2025, or as soon as practicable thereafter.
 The Registrant hereby authorizes Dan Lyman of Dorsey & Whitney LLP, counsel for the Registrant, to orally modify or withdraw this
request for acceleration. Once the Registration Statement has been declared effective, please orally confirm that event by calling Dan
Lyman at (801) 933-4028.

 Very truly yours,

 NATURE’S SUNSHINE PRODUCTS, INC.

 /s/ L. Shane Jones

 L. Shane Jones

 Executive Vice President, Chief Financial Officer and Treasurer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 12, 2025

Nathan Brower
EVP, General Counsel and Corporate Secretary
Nature s Sunshine Products, Inc.
2901 West Bluegrass Blvd., Suite 100
Lehi, Utah 84043

 Re: Nature s Sunshine Products, Inc.
 Registration Statement on Form S-3
 Filed June 9, 2025
 File No. 333-287882
Dear Nathan Brower:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Tim Buchmiller at 202-551-3635 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Dan Lyman, Esq.
</TEXT>
</DOCUMENT>

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NATURE’S SUNSHINE PRODUCTS, INC.

July 29, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

            Re:       Nature’s Sunshine Products, Inc.—Registration Statement on Form S-3 (File No. 333-257823)

Ladies and Gentlemen:

            In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-257823) (as amended, the “Registration Statement”) of Nature’s Sunshine Products, Inc. (the “Company”). We respectfully request that the Registration Statement be declared effective as of 5:00 p.m., Eastern Time, on August 2, 2021, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Dorsey & Whitney LLP, by calling Dan Lyman at (801) 933-4028.

Very truly yours,

NATURE’S SUNSHINE PRODUCTS, INC.

/s/ Joseph W. Baty

Joseph W. Baty

Executive Vice President, Chief Financial Officer and Treasurer

United States securities and exchange commission logo
July 16, 2021
Terrence Moorehead
Chief Executive Officer
Nature's Sunshine Products, Inc.
2901 West Bluegrass Blvd., Suite 100
Lehi, Utah 84043
Re:Nature's Sunshine Products, Inc.
Registration Statement on Form S-3
Filed July 12, 2021
File No. 333-257823
Dear Mr. Moorehead:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Marx, Esq.

Mail Stop 4720
April 7, 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 completed our review of your filing.  We remind you that our comment  or
changes to disclosure in response to our comment  do not foreclose the Commission from taking
any action with respect to the company or 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 la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing  includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

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 Healthcare and Insurance

cc: Richard D. Strulson, Esq.

CORRESP
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		CORRESP

April 6, 2016

VIA EDGAR AND EXPRESS MAIL

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:    Michael Gershon

Joseph McCann

Re:    Nature’s Sunshine Products, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed March 15, 2016

File No. 1-34483

Dear Messrs. Gershon and McCann:

Nature’s Sunshine Products, Inc. (the “Company”), submits this letter in response to the comments from the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) as set forth in the Staff’s letter dated April 4, 2016, related to the Company’s Preliminary Proxy Statement on Schedule 14A filed on March 15, 2016.  The Company’s responses to the Staff’s comments are outlined below and have been incorporated into the Company’s Definitive Proxy Statement on Schedule 14A filed on April 6, 2016 (the “Definitive Proxy Statement”).   For ease of reference, the Staff’s comments are restated below in bold and italics followed by the Company’s response.

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

Please expand your discussion regarding the scope of the fee-shifting provision to:

The Company has included disclosures on page 18 of the Definitive Proxy Statement that are responsive to the Staff’s comments. We have also included the revised disclosures below for the Staff’s convenience.  The language that has been added in response to the Staff’s comments is highlighted below in bold and underlined.

•

 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;

The fee-shifting provision in the Company’s Third Amended and Restated Bylaws would be applicable to any action for which it is permissible to fee-shift under both Utah State law and federal law, including but not limited to, derivative actions and claims under federal securities laws.

Messrs.  Gershon and McCann

Securities and Exchange Commission

April 6, 2016

Page 2

•

 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”;

“A judgment on the merits that substantially achieves, in substance and amount, the full remedy sought,” shall be defined as a full and final, non-appealable judgment by a court of competent jurisdiction that awards the plaintiff the substantive relief it was seeking.

•

 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.

“Claiming Party” shall include (i) any current Company shareholder who brings a claim or counter claim (collectively, a “Claim”), (ii) any person or entity who brings a Claim and is acting on the instruction of or for the indirect or direct benefit of a current Company shareholder, (iii)(a) any current Company shareholder who joins a Claim, (b) offers substantial assistance to a third party who brings a Claim or (c) stands to benefit financially from a third party claim (i.e., has a direct financial interest).  “Claiming Party” shall not include legal counsel engaged to represent a Claiming Party, nor expert witnesses engaged to support a Claiming Party’s Claim.

In addition, while not specifically requested by the Staff, the Company has included the following disclosure in the Definitive Proxy Statement on page 18 briefly discussing the uncertainty surrounding the enforceability of fee-shifting provisions:

Fee-shifting bylaws are relatively new and untested. The case law and potential legislative action on fee-shifting bylaws are evolving and there exists considerable uncertainty regarding the validity of, and potential judicial and legislative responses to, such bylaws. For example, it is unclear whether the Company’s ability to invoke its fee-shifting bylaw in connection with claims under the federal securities laws would be pre-empted by federal law. Similarly, it is unclear how courts might apply the standard that a claiming party must obtain a judgment that substantially achieves, in substance and amount, the full remedy sought. The application of the Company’s fee-shifting bylaw in connection with such claims, if any, will depend in part on future developments of the law. The Company is not making any representations regarding whether it will invoke its fee-shifting bylaw in any particular dispute. In addition, given the unsettled state of the law related to fee-shifting bylaws, like the provision in the Third Amended and Restated Bylaws, the Company may incur significant additional costs associated with resolving disputes with respect to such bylaw.

Finally, there has been no change to either the Company’s business or litigation since the Board adopted the fee shifting bylaw in 2014.

Messrs.  Gershon and McCann

Securities and Exchange Commission

April 6, 2016

Page 3

In connection with the Company’s response to the Staff’s comments, the Company hereby acknowledges 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 do not foreclose the Commission from taking any action with respect to the filings; 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 believe the foregoing is responsive to the Staff’s comments. Please contact the undersigned at 801-341-7303, if you have any questions or need further information.

Sincerely,

/s/ Stephen M. Bunker

Stephen M. Bunker

Executive Vice President, Chief Financial Officer, and Treasurer

cc: Richard D. Strulson

PROPOSAL THREE:

RATIFICATION OF THE COMPANY'S THIRD AMENDED AND RESTATED BYLAWS

Acting in accordance with the Utah Revised Business Corporation Act (the "Utah Corporation Act"), our Board of Directors approved and adopted the Third Amended and Restated Bylaws (the "Third Restated Bylaws"), on August 26, 2014. The Third Restated Bylaws replaced the Second Amended and Restated Bylaws of the Company in their entirety. The sole purpose of the Third Restated Bylaws was to add Section 2.16 of the Third Restated Bylaws, which requires any unsuccessful shareholder litigant in a suit against the Company to reimburse the Company for all of the Company’s litigation costs, including reasonable attorney fees. Other than the addition of Section 2.16, no change was made to the Second Amended and Restated Bylaws. This type of bylaw provision is known as a fee-shifting bylaw because it shifts the burden to pay for the Company's attorneys' fees from the Company to the unsuccessful shareholder litigant who initiated the lawsuit. The fee-shifting provision in the Company’s Third Restated Bylaws would be applicable to any action for which it is permissible to fee-shift under both Utah State law and federal law, including but not limited to, derivative actions and claims under federal securities laws.  To date, there has been no change to the Company’s business or litigation since the Board adopted the fee-shifting bylaw in 2014.

The complete text of Section 2.16 is set forth below:

2.16    Litigation Costs.  To the fullest extent permitted by law, in the event that (i) any current Company shareholder or anyone on its behalf (“Claiming Party”) initiates or asserts any claim or counterclaim (“Claim”), or joins, offers substantial assistance to or has a direct financial interest in any Claim against the Company or any of its directors, officers employees or affiliates (the “Company Parties”) and (ii) the Claiming Party (or the third party that received substantial assistance from the Claiming Party or in whose Claim the Claiming Party had a direct financial interest) does not obtain a judgment on the merits that substantially achieves, in substance and amount, the full remedy sought, then each Claiming Party shall be obligated jointly and severally to reimburse the Company Parties for all reasonable fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the Company Parties may incur in connection with such Claim.

“Claiming Party” shall include (i) any current Company shareholder who brings a claim or counter claim (collectively, a “Claim”), (ii) any person or entity who brings a Claim and is acting on the instruction of or for the indirect or direct benefit of a current Company shareholder, (iii)(a) any current Company shareholder who joins a Claim, (b) offers substantial assistance to a third party who brings a Claim or (c) stands to benefit financially from a third party Claim (i.e., has a direct financial interest).  “Claiming Party” shall not include legal counsel engaged to represent a Claiming Party, nor expert witnesses engaged to support a Claiming Party’s Claim. “A judgment on the merits that substantially achieves, in substance and amount, the full remedy sought,” shall be defined as a full and final, non-appealable judgment by a court of competent jurisdiction that awards the plaintiff the substantive relief it was seeking.

Background of Proposal

The purpose of Section 2.16 of the Third Restated Bylaws is to reduce the risk to the Company posed by frivolous lawsuits, which can be very expensive and time-consuming for the Company to defend. We believe Section 2.16 of the Third Restated Bylaws reduces the risk of frivolous shareholder litigation because we believe a shareholder is less likely to bring a frivolous lawsuit if he or she will be responsible to pay the Company's attorney fees if the case is unsuccessful. We do not believe Section 2.16 would discourage shareholders from bringing a meritorious lawsuit against the Company because we believe a shareholder with a meritorious lawsuit is not likely to be deterred by the risk of paying for the Company's litigation costs in the event the lawsuit is unsuccessful.

Enforceability of Fee-Shifting Bylaws

Fee-shifting bylaws are relatively new and untested. The case law and potential legislative action on fee-shifting bylaws are evolving and there exists considerable uncertainty regarding the validity of, and potential judicial and legislative responses to, such bylaws. For example, it is unclear whether the Company’s ability to invoke our fee-shifting bylaw in connection with claims under the federal securities laws would be pre-empted by federal law. Similarly, it is unclear how courts might apply the standard that a claiming party must obtain a judgment that substantially achieves, in substance and amount, the full remedy sought. The application of the Company’s fee-shifting bylaw in connection with such claims, if any, will depend in part on future developments of the law. The Company does not make any

representations regarding whether it will invoke the fee-shifting bylaw in any particular dispute. In addition, given the unsettled state of the law related to fee-shifting bylaws, like the provision in the Third Restated Bylaws, the Company may incur significant additional costs associated with resolving disputes with respect to such bylaw.

Effect of Advisory Vote

Although shareholder approval of the Third Restated Bylaws is not required, we are seeking shareholder ratification and will remove Section 2.16 if the shareholder votes for the ratification of the Third Restated Bylaws do not exceed the shareholder votes cast against the Third Restated Bylaws.

Recommendation of the Board of Directors

The Board of Directors unanimously recommends a vote FOR the ratification of the Third Restated Bylaws.

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.

August 20 , 2015

Via E -mail
Mr. Stephen M. Bunker
Executive Vice President, Chief Financial  Officer , and Treasurer
Nature’s Sunshine Products,  Inc.
2500 West Executive Parkway, Suite 100
Lehi, Utah 84043

Re: Nature’s Sunshine Products , Inc.
  Form 10 -K for Fiscal Year Ended December 31, 201 4
  Filed March 13 , 201 5
File No. 1 -34483

Dear Mr. Bunker :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Com mission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Excha nge Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

CORRESP
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July 24, 2015

VIA EDGAR AND EXPRESS MAIL

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:        Jim B. Rosenberg, Senior Assistant Chief Accountant

Mary Mast, Senior Staff Accountant

Re:                             Nature’s Sunshine Products, Inc.

Form 10-K for Fiscal Year Ended December 31, 2014

Filed March 13, 2015

File No. 1-34483

Dear Mr. Rosenberg:

Nature’s Sunshine Products, Inc. (the “Company”), submits this letter in response to the letter dated July, 14, 2015, from the Staff of the Securities and Exchange Commission (the “Staff”) to the Company (the “Comments”), with respect to the Company’s filing referenced above.  For ease of reference, the Staff’s Comments are restated below in bold and italics, and in the discussion set out below each numbered paragraph is the Company’s response to the Comments.

Notes to Consolidated Financial Statements

Note 10. Income Taxes, page 67

1.              Please help us understand the nature of the changes in the effective tax rate from 31.0 percent for 2013 to (3.9) percent for 2014. In this regard, please:

·                  Explain to us why the foreign tax credit line item of the components of U.S. tax impact of foreign operations increased significantly relative to the dividends received from foreign subsidiaries line item in 2014.

The foreign tax credit (FTC) line item (-121.3%) of the components of the U.S. tax impact of foreign operations and the dividends received from foreign subsidiaries line item (59.5%) in 2014 are due to a repatriation of cash from the foreign affiliates of the Company during 2014. The large amount of FTCs relative to the taxable dividend income recognized was the result of IRS settlement adjustments and the offsetting of taxable income of certain foreign subsidiaries with the taxable losses of other foreign subsidiaries within a Netherlands holding company structure that NSP management put in place to help better manage and consolidate its foreign operations.  The combination allowed, for U.S. tax purposes, the issuance of a relatively small dividend that brought with it a large amount of foreign tax credits. The repatriation had not previously impacted the effective tax rate due to the fact that the Company’s tax basis in the Netherlands holding company exceeded its book basis and the Company had not previously recognized a deferred tax asset.

·                  Provide us your computation of the 48.8% impact of the valuation allowance change in the 2014 effective tax rate reconciliation and explain why it does not appear to be reasonable in relation to the change in the valuation allowance.

As illustrated in the computations below, the 48.8% impact of the valuation allowance (VA) change in the 2014 effective tax rate reconciliation may not appear reasonable in relation to the change in the valuation allowance because there are certain elements of the balance sheet change that do not belong in the rate reconciliation.

(in
   thousands)

Effective
   Tax Rate
   Impact

Income from   continuing operations before provision

$

19,014

VA on deferred   tax assets - 2013 ending balance

11,340

VA on deferred   tax assets - 2014 ending balance

13,169

Total 2014   change in VA on deferred tax assets

1,829

9.6

%

Reconciling   Items:

Reduction in VA   on other comprehensive income deferred tax asset

3,934

20.7

%

Reclass of   Venezuela VA to discontinued operations

2,049

10.8

%

Reduction of VA   resulting from currency translation adjustment, expired foreign NOLs, etc.

833

4.4

%

Reduction of VA   and corresponding reversal of FTCs (as agreed to in the tax audit settlement)   resulting in no overall impact to the rate

631

3.3

%

Sum:

$

9,276

48.8

%

·                  Provide us your computation of the 8.8% impact of unrecognized tax benefits in the 2014 effective tax rate reconciliation and explain why it does not appear to be reasonable in relation to the activity in the reconciliation of the beginning and ending amount of liabilities associated with uncertain tax benefits for 2014.

Please note that, as reflected in Note 10 to the Company’s Consolidated Financial Statements, the rate impact of unrecognized tax benefits (UTB) in 2014 was 8.6%, not 8.8% as noted in the Comment.  As illustrated in the computations below, the 8.6% impact of UTBs in the 2014 effective tax rate (ETR) reconciliation may not appear reasonable in relation to the activity in the reconciliation of the beginning and ending amount of liabilities associated with UTBs because there are certain elements of the ETR reconciliation that are not included in the reconciliation of liabilities associated with UTBs, as set forth below:

2

(in
   thousands)

Effective
   Tax Rate
   Impact

Income from   continuing operations before provision

$

19,014

Liability   associated with UTBs (excl. penalties & int.) - 2013 ending balance

11,050

Liability associated   with UTBs (excl. penalties & int.) - 2014 ending balance

4,950

Total 2014   change per footnote table showing reconciliation of UTB liabilities

(6,100

)

-32.1

%

Reconciling   Items:

Offset to UTB   related to a reduction of foreign tax credits resulting from tax audit   settlement

2,323

12.2

%

Reclass of   Venezuela UTB liability to discontinued operations

678

3.6

%

UTB Liabilities   reclassed to income tax payable

591

3.1

%

Currency   translation adjustment related to UTB liabilities

585

3.1

%

Interest &   penalties on UTB liabilities

297

1.6

%

Sum:

$

(1,626

)

-8.6

%

In connection with the Company’s response to the Comments, the Company hereby acknowledges 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 do not foreclose the Commission from taking any action with respect to the filings; 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.

If you have any questions or comments as to the foregoing, please contact the undersigned.

Sincerely,

/s/ Stephen   M. Bunker

Stephen M. Bunker

Executive Vice President, Chief   Financial Officer, and Treasurer

cc: Richard D. Strulson

3

July 14, 2015

Via E -mail
Mr. Stephen M. Bunker
Executive Vice President, Chief Financial  Officer , and Treasurer
Nature’s Sunshine Products,  Inc.
2500 West Executive Parkway, Suite  100
Lehi, Utah 84043

Re: Nature’s Sunshine Products , Inc.
  Form 10 -K for Fiscal Year Ended December 31, 201 4
  Filed March 13 , 201 5
File No. 1 -34483

Dear Mr. Bunker :

We have limited our review to only your financial statements and related disclosures .  In
our comment , we ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested re sponse.  If you do not
believe the  comment applies to your facts and circumstances, please tell us  why in your
response.  Please furnish us a letter on EDGAR under the form type label CORRESP that keys
your response to our comment .

After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

Notes to Consolidated Financial Statements
Note 10. Income Taxes, page 67

1. Please help us understand the nature of the changes in the effective tax rate from 31.0
percent for  2013 to (3.9) percent for 2014 . In this regard, please:
 Explain to us why the foreign tax credit line item of the components of U.S. tax
impact of foreign operations increased significantly relative to the d ividends received
from foreign subsidiaries line item  in 2014 .
 Provide us your computation of the 48.8% impact of the valuation  allowance change
in the 2014 effective tax rate reconciliation and explain why it does not appear to be
reasonable in relation to the change in the valuation allowance.
 Provide us your computation of the 8.8% impact of unrecognized tax benefits in the
2014 effective tax rate reconciliation and explain why it does not appear to be

Mr. Stephen M. Bunker
Nature’s Sunshine Products , Inc.
July 14, 2015
Page 2

 reasonable in relation to the activity in the reconciliation of the beginning and ending
amount of liabilities associated with uncertain tax benefits  for 2014 .

We urge all persons who are responsible for the accuracy and a dequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its m anagement 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 comment , please provide  a written statement from the company
acknowle dging 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 this  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.

You may c ontact Mary Mast , Senior Staff Accountant, at (202) 551 -3613  if you hav e
questions regarding the comments.  In this regard, do not hesitate to contact me at (202) 551 -
3679.

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

July 24, 201 2

Via E -mail
Stephen M. Bunker
Executive Vice President, Chief Financial Officer  and
Treasurer
Nature’s Sunshine Products, Inc.
75 East 1700 South
Provo, Utah 84606

Re: Nature’s Sunshine Products, Inc.
   Form 10-K for the Fiscal Year Ended December 31 , 2011
   Filed March 5, 201 2
File No. 001-34483

Dear M r. Bunker :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable  rules require.

Sincerely,

 /s/ Joel Parker

Joel Parker
Accounting Branch Chief

CORRESP
1
filename1.htm

Stephen M. Bunker

801-342-4370

steveb@natr.com

June 29, 2012

VIA EDGAR & EXPRESS MAIL

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Jim   B. Rosenberg, Senior Assistant Chief Accountant

Joel   Parker, Accounting Branch Chief

Vanessa   Robertson, Staff Accountant

Re:

Nature’s Sunshine Products, Inc.

Form 10-K for the Fiscal Year Ended December 31,   2011

Filed March 5, 2012

File No. 001-34483

Dear Mr. Rosenberg:

Nature’s Sunshine Products, Inc. (the “Company”) submits this letter in response to the comments from the Staff of the Securities and Exchange Commission (the “Commission”) to the Company delivered via E-mail on June 15, 2012 (the “Comments”) with respect to the Company’s filing referenced above.  The numbered paragraphs below restate the Comments in bold and italics, and the discussion set out below each such paragraph is the Company’s response to the Comments.

Form 10-K for the fiscal year ended December 31, 2011

Management’s Discussion and Analysis of Financial Condition and results of Operations Contractual Obligations, page 31

1.              Please provide us proposed disclosure to be included in future periodic reports to include long-term debt and the interest on long-term debt in the table of contractual obligations

In response to the Staff’s comment, the Company proposes to include in its future periodic reports a summary of long-term debt and the interest on long-term debt in its table of contractual obligations. The revised disclosure format for future periodic reports will follow the form set forth in Exhibit 1 attached hereto, reflecting the obligations outstanding as of December 31, 2011.

Notes to Consolidated Financial Statements

Note 10: Income Taxes, page 51

2.              Your net sales revenue in the United States based on page 59 accounted for approximately 43%, 45% and 45% of your total net sales revenue in 2011, 2010 and 2009 respectively. Approximately 11%, 37% and 51% of your pre-tax income was attributable to the Domestic jurisdiction for the same periods. Please provide us proposed disclosure for your MD&A to be included in future periodic reports to explain the underlying reasons for the disproportionate relationship between net sales revenue and pre-tax income in the United States for 2011.

In response to the Staff’s comment, the Company proposes to include in the conclusion of the income tax discussion included in the MD&A (which is found on page 26 of 2011 Form 10-K MD&A) of its future periodic reports additional discussion explaining the underlying reasons for the disproportionate relationship between net sales revenue and pre-tax income for the United States as indicated by the

revised disclosure format for future periodic reports which will follow the form set forth in Exhibit 2 attached hereto.

3.               In your MD&A under results of operations — income taxes on pages 26 and 29, you attributed adjustments relating to the U.S. tax impact of foreign operations and foreign tax rate differentials as reasons for the difference between the effective income tax rate and the statutory federal income tax rate in 2011and 2010. Regarding the U.S. tax impact of foreign operations which are reflected in the rate reconciliation herein as a 15.1% decrease in 2011 and a 13.5% increase in 2010, your explanations on pages 26 and 30 for this item is the same for both years. Please provide us proposed disclosure to be included in MD&A in future periodic reports that quantifies and explains each factor causing the increase or decrease for each year and that clarifies why the very same adjustments caused a decrease in 2011 and an increase in 2010. Regarding the foreign tax rate differentials which are reflected in the rate reconciliation as a 5.2% decrease in both 2011 and 2010, your explanation on page 30 for 2010 indicates that the difference is due to not recording a tax benefit for losses. Please tell us why this would be reflected as decrease in the rate reconciliation and why it is characterized as a foreign rate differential.

In response to the Staff’s question related to the U.S. tax impact of foreign operations, which are reflected in our rate reconciliation in 2011 as a decrease in the effective tax rate of 15.1 percent and in 2010 as an increase of 13.5 percent, the Company notes there are multiple factors impacting the calculation of this rate. These factors include the impact of dividends received from foreign subsidiaries, foreign tax credits and the calculation of unremitted earnings.  The calculations of these items are all interrelated and, as a result, have been grouped together by the Company as the U.S. tax impact of foreign operations.  The change in each of these components between 2010 and 2011 was not significant except for the change in the calculation of the unremitted earnings, which changed from an increase in the effective tax rate of 19.7 percent to a decrease of 8.2 percent.

As of December 31, 2010, the Company had recorded a deferred tax liability related to unremitted earnings, signifying that if all earnings in foreign jurisdictions were remitted to the United States, it would lead to a net tax provision. During 2011, as a result of adjustments recorded related to the IRS’s review of the Company’s open tax years 2003-2008, the Company’s historic foreign earnings in past years decreased, resulting in a benefit to the Company’s unremitted earnings calculation, which resulted in an increase in the net deferred tax asset related to unremitted earnings.

As a result of the improvement in the Company’s income from operations before taxes from 2010 to 2011, the percentage impact of unremitted earnings on the Company’s statutory tax rate was significantly reduced.

As a result of the impact of unremitted earnings, the U.S. tax impact of foreign operations was both an increase in 2010 and a decrease in 2011 in the Company’s tax rate from the statutory tax rate of 35 percent.  The Company proposes to include in its tax discussion included in the MD&A (which is found on page 26 of 2011 Form 10-K MD&A) of its future periodic reports, if applicable in such future reports, additional discussion explaining the impact of unremitted earnings on the 2011 statutory tax rate discussion, bullet point (i), as set forth in Exhibit 3 attached hereto and the 2010 statutory tax rate discussion, bullet point (iii), as set forth in Exhibit 4 attached hereto.

In response to the Staff’s comment in regard to the foreign tax rate differentials as a 5.2 percent decrease for 2010, the Company advises the Staff that this adjustment was meant to reflect the difference in statutory rates between domestic and foreign operations.  The Company proposes to include a revised discussion as indicated by the revised disclosure set forth in the 2010 discussion, bullet point (iv), of Exhibit 5 attached hereto.

*    *    *

In connection with the Company’s response to the Comments, the Company hereby acknowledges 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 do not foreclose the Commission from taking any action with respect to the filings; 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.

If you have any questions or comments as to the foregoing, please contact the undersigned.

Sincerely,

/s/   Stephen M. Bunker

cc:

Jamon   Jarvis

Thomas   W. Kellerman

 Exhibit 1

CONTRACTUAL OBLIGATIONS

The following table summarizes information about contractual obligations as of December 31, 2011 (in thousands):

Total

Less than 1 year

1-3 years

3-5 years

After 5 years

Operating lease obligations

$

 15,408

$

 3,868

$

 6,125

$

 3,263

$

 2,152

Purchase obligations(1)

11,626

11,626

—

—

—

Self-insurance reserves(2)

2,892

489

—

—

2,403

Other long-term liabilities reflected on   the balance sheet(3)

1,429

—

—

—

1,429

Unrecognized tax benefits(4)

—

—

—

—

—

Long-term debt (5)

9,190

3,296

3,346

2,548

—

Interest on long-term debt (6)

196

115

65

16

—

Revolving credit agreement (7)

—

—

—

—

—

Total

$

 40,741

$

 19,394

$

 9,536

$

 5,827

$

 5,984

(1)                                  Purchase obligations include non-cancelable purchase agreements for both botanical and non-botanical raw materials related to our forecasted 2012 production estimates, as well as related packaging materials.

(2)                                  The Company retains a significant portion of the risks associated with certain employee medical benefits and product liability insurance. Recorded liabilities for self-insured risks are calculated using actuarial methods and are not discounted. Amounts for self-insurance obligations are included in accrued liabilities and long-term other liabilities on the Company’s consolidated balance sheet.

(3)                                  The Company provides a nonqualified deferred compensation plan for its officers and certain key employees. Under this plan, participants may defer up to 100 percent of their annual salary and bonus (less the participant’s share of employment taxes). The deferrals become an obligation owed to the participant by the Company under the plan. Upon separation of the participant from the service of the Company, the obligation owed to the participant under the plan will be paid as a lump sum or over a period of either three or five years. As we cannot easily determine when our officers and key employees will separate from the Company, we have classified the obligation greater than five years for payment.

(4)                                  At December 31, 2011, there were $10.4 million of liabilities for unrecognized tax benefits. Because of the high degree of uncertainty regarding the timing of future cash outflows associated with these liabilities, if any, the Company is unable to estimate the years in which cash settlement may occur with the respective tax authorities.

(5)                                  The long-term debt is due in monthly installments of approximately $0.3 million, including interest, and is collateralized by the Company’s manufacturing facility in Spanish Fork, Utah and has a maturity date of August 9, 2014, and a variable interest rate of LIBOR plus 1.25 percent (1.50 percent as of December 31, 2011).

(6)                                  The interest on the long-term debt is based upon LIBOR plus 1.25 percent (1.50 percent as of December 31, 2011).

(7)                                  The Company entered into a Revolving Credit agreement with Wells Fargo Bank, National Association that permits the Company to borrow up to $15 million through August 9, 2013, bearing interest at LIBOR plus 1.25 percent. The Company must pay an annual commitment fee of 0.25 percent on the unused portion of the commitment. At December 31, 2011, the Company had $15 million available under this facility.

The Company has entered into long-term agreements with third-parties in the ordinary course of business, in which it has agreed to pay a percentage of net sales in certain regions in which it operates, or royalties on

certain products. In 2011, 2010 and 2009, the aggregate amounts of these payments were $8.4 million, $3.0 million and $4.0 million, respectively.

 Exhibit 2

In Note 14, “Operating Business Segment and International Operation Information”, and Note 10, “Income Taxes”, to the Notes of our Consolidated Financial Statements, Item 8, Part 2 of this report, we provide information about net sales revenue based upon geography, and income from continuing operations based upon tax jurisdictions.  Net sales revenue in Note 14 includes only the results of the Company’s U.S. entities while U.S. pre-tax income from continuing operations in Note 10 includes certain foreign entities that are included in the U.S. tax return.  As a result, the relationship between these disclosures may not be proportional year-to-year.

For the years ended December 31, 2011 and 2010, 43.4 percent and 44.8 percent, respectively, of our net sales revenues were generated in the United States and 56.6 percent and 55.2 percent, respectively, were generated in regions outside of the U.S. In addition, for the years ended December 31, 2011 and 2010, 10.6 percent and 31.8 percent, respectively, of our income from continuing operations before taxes were generated by U.S. tax entities, while 89.4 percent and 68.2 percent, respectively, were generated from entities in foreign tax jurisdictions.

For 2011, the percentage of pre-tax income from continuing operations generated in the U.S. was not proportional to the percentage of 2011net sales revenue as a result of the inclusion of $14.7 million of contract termination costs, offset by the corresponding reduction of royalty expenses (approximately $5.6 to $6.0 million), stemming from the inclusion of our Russian markets in the calculation of domestic income from continuing operations, which did not have an impact on the related revenues.

 Exhibit 3

 (i)                        Adjustments relating to the U.S. tax impact of foreign operations decreased the effective tax rate by 15.1 percentage points in 2011 and increased the effective tax rate by 13.5 percentage points in 2010. Included were adjustments for dividends received from foreign subsidiaries, adjustments for foreign tax credits and adjustments relating to the unremitted earnings calculations under applicable U.S. GAAP. The components of this calculation were:

Components of U.S. tax impact of foreign
   operations

2011

2010

Dividends received from foreign subsidiaries

26.2

%

25.5

%

Foreign tax credits

(33.1

)%

(31.7

)%

Unremitted earnings

(8.2

)%

19.7

%

Total

(15.1

)%

13.5

%

Between the years ended December 31, 2011 and 2010, the changes in the components of the U.S. tax impact of foreign operations were insignificant, except for the Company’s calculation of unremitted foreign earnings, which changed from an increase in the effective tax rate for 2010 to a decrease for 2011. The primary reason that the unremitted earnings caused an increase to the effective rate in 2010 and then a decrease in 2011 is that the company recorded adjustments in 2011 related to the settlement of IRS audits of the Company’s open tax years 2003-2008. As a result of these settlements, the Company’s historic foreign earnings in past years decreased, causing additional benefit in the Company’s unremitted earnings calculation, which in turn increased the net deferred tax asset related to unremitted earnings in 2011.

Changes to the effective rate due to dividends received from foreign subsidiaries, impact of foreign tax credits and the unremitted earnings calculation are expected to be recurring; however, depending on various factors, the changes may be favorable or unfavorable in a particular period. Given the large number of jurisdictions in which the Company does business and the number of factors that can impact effective tax rates in any given year, this rate is likely to reflect relatively significant fluctuations from year-to-year.

 Exhibit 4

 (iii)         Adjustments relating to the U.S. tax impact of foreign operations increased the effective tax rate by 13.5 percentage points in 2010 and decreased the effective tax rate by 13.7 percentage points in 2009. Included were adjustments for dividends received from foreign subsidiaries, adjustments for foreign tax credits and adjustments relating to unremitted earnings calculations under applicable U.S. GAAP. The components of this calculation were:

Comp

June 15, 201 2

Via E -mail
Stephen M. Bunker
Executive Vice President, Chief Financial Officer  and
Treasurer
Nature’s Sunshine Products, Inc.
75 East 1700 South
Provo, Utah 84606

Re: Nature’s Sunshine Products, Inc.
   Form 10-K for the Fiscal Year Ended December 31 , 2011
   Filed March 5, 201 2
File No. 001-34483

Dear M r. Bunker :

We have reviewed your filing and have the following comment s.  In our comment s, we
ask you to provide us with information so we may better understand your disclosure s.

Please respond to this letter within 10 business days by  providing us the requested
information or  by advising us when you will provide the requested response.   If you  do not
believe a comm ent appl ies to your facts and circumstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP that key s your
response s to our comment s.

After reviewing the information provide d, we may raise addit ional comments  and/or
request that you amend your filing .

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Contractual Obligations, page 3 1

1. Please provide us proposed disclosure to be included in future periodic rep orts to include
long-term debt and the interest on long -term debt in the table of contractual obligations.

Notes to Consolidated Financial Statements
Note 10: Income Taxes, page 51

2. Your net sales revenue in the United States based on page 59 accounted for
approximately 43%, 45% and 45% of your total net sales revenue in 2011, 2010 and 2009
respectively.  Approximately 11%, 37% and 51% of your pre -tax income was attributable
to the Domestic jurisdiction for the same periods.  Please provide us proposed d isclosure
for your MD&A to be included in future periodic reports  to explain the underlying

Stephen M. Bunker
Nature’s Sunshine Products, Inc.
June 15, 2012
Page 2

 reasons for the disproportionate relationship between net sales revenue and pre -tax
income in the United States for 2011.

3. In your MD&A under results of operations  – income taxes on pages 26 and 29, you
attributed adjustments relating to the U.S. tax impact of foreign operations and foreign
tax rate differentials as reasons for the difference between the effective income tax rate
and the statutory federal income tax  rate in 2011and 2010. Regarding the U.S. tax impact
of foreign operations which are reflected in the rate reconciliation herein as a 15.1%
decrease in 2011 and a 13.5% increase  in 2010 , your explanations on pages 26 and 30 for
this item is the same for bo th years. Please provide us proposed disclosure to be included
in MD&A in future periodic reports that quantifies and explains each factor causing the
increase or decrease for each year  and that  clarif ies why the very same adjustments
caused a decrease in 2011 and a n increase in 2010.  Regarding the foreign tax rate
differentials which are reflected in the rate reconciliation as a 5.2% decrease in both 2011
and 2010, your explanation on page 30 for 2010 indicates that the difference is due to not
recording a tax benefit for losses. Please tell us why this would be reflected as decrease in
the rate reconciliation and why it is characterized as a foreign rate differential.

We urge  all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s 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 comment s, 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 fil ing; and
 the company may not assert staff comments as a defense in any proceeding initia ted by
the Commission or any person under the federal securities laws of the United States.

You may contact Vanessa Robertson, Staff Accountant, at (202) 551 -3649 or Joel Parker ,
Accounting Branch Chief, at (202) 551 -3651 if you have any questions regarding the comments.
In this regard, do not hesitate to contact me at (202) 551 -3679.

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

November 15 , 2010

Mr. Michael D. Dean
President and Chief Executive Officer
Nature’s Sunshine Products, Inc.
75 East 1700 South
Provo, Utah 84606

Re: Nature’s Sunshine Products, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
Form s 10-Q for the Quarterly Period s Ended March 31 and June 30 , 2010
File No. 001 -34483

Dear Mr. Dean :

We have completed our review of your  Form  10-K and  Forms 10-Q filing and do not
have any further comments at this time.

Sincerely,

Joel Parker
Accounting Branch Chief

CORRESP
1
filename1.htm

Thomas W. Kellerman

650-843-7550

tkellerman@morganlewis.com

November 9,
2010

VIA
EDGAR & EXPRESS MAIL

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

  Attention:

  Jim
  B. Rosenberg, Senior Assistant Chief Accountant

  Tabatha
  Atkins, Staff Accountant

  Re:

  Nature’s
  Sunshine Products, Inc.

  Form 10-K
  for the Fiscal Year Ended December 31, 2009

  Form 10-Q
  for the Quarterly Periods Ended March 31 and June 30, 2010

  File
  No. 001-34483

Dear
Mr. Rosenberg:

On
behalf of Nature’s Sunshine Products, Inc. (the “Company”), we submit this
letter in response to the comments from the Staff of the Securities and
Exchange Commission (the “Commission”) to the Company delivered verbally by Ms. Atkins
on November 1, 2010 (the “Comments”) with respect to the Company’s filings
referenced above and to the Company’s Response Letter, dated October 19,
2010, to the Comment Letter from the Commission, dated September 22,
2010.  The numbered paragraphs below
restate the Comments in bold and italics, and the discussion set out below each
such paragraph is the Company’s response to the Comments.

Form 10-K for the fiscal year ended December 31, 2009

1.                                      We
note your proposed revisions to the disclosure in response to our prior Comment
1.  Please further revise the disclosure
to comply with Item 308(a)(1) of Regulation S-K.

In
response to the Staff’s comment, the Company proposes to further amend Item 9A
of its annual report on Form 10-K for the fiscal year ended December 31,
2009 (the “Form 10-K”) as indicated by the revised disclosure set forth in
Exhibit 1 attached hereto.  The Company will file the amended Form 10-K
concurrently with this letter.

Forms 10-Q for the quarterly periods ended March 31 and June 30,
2010

2.                                      We
refer to your response to our prior Comment 3.
Please revise the disclosure in future filings to clarify, if true, that
the only change to your internal control over financial reporting relates to
your accounting for income taxes.

As
previously noted, Item 308(c) of Regulation S-K requires the Company
to disclose, in its Forms 10-Q, any changes during the Company’s last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, its internal control over financial reporting.  The Company has disclosed, in the Form 10-K
and in each of the Forms 10-Q for the quarterly periods ending March 31,
2010 and June 30, 2010, that the Company’s controls and procedures were
not effective due to a material weakness in the Company’s control over
financial reporting related to accounting for taxes.  Because this material weakness, and
remediation thereof, is ongoing, the Company has not experienced a change
materially affecting its internal control over financial reporting related to
accounting for income taxes requiring disclosure under Item 308(c).  In future filings on Form 10-Q for so
long as applicable, the Company will include an explicit disclosure to clarify
that the only material weakness affecting its internal control over financial
reporting is with respect to accounting for income taxes, and it will provide
the status of any change or ongoing weakness to such internal control.

*    *    *

In
connection with the Company’s response to the Comments, the Company hereby
acknowledges 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 do not foreclose the Commission from
taking any action with respect to the filings; 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.

If
you have any questions or comments as to the foregoing, please contact the
undersigned.

  Sincerely,

  /s/
  Thomas W. Kellerman

  cc:  Jamon Jarvis

Item 9A. Controls and Procedures

This
report includes the certifications of our Chief Executive Officer and Chief
Financial Officer required by Rule 13a-14 of the Securities Exchange Act
of 1934 (the “Exchange Act”). See Exhibits 31.1 and 31.2. This Item 9A includes
information concerning the controls and control evaluations referred to in
those certifications.

Overview

Management is responsible for establishing and maintaining adequate
internal control over financial reporting for the Company.

Management
identified certain material weaknesses which are described in our Annual Report
on Form 10-K/A for the year ended December 31, 2008. During 2009 and
through the date of this filing, management has been focused on remediating
these material weaknesses. This overview discusses management’s evaluation of
our disclosure controls and procedures as of December 31, 2009. In
addition, this item provides a summary of the status of each of the previously
identified material weaknesses, followed by a discussion of management’s
evaluation of disclosure controls and procedures, and management’s efforts to
remediate the material weaknesses, as set forth in the table below.

During
the year ended December 31, 2009, the Company completed the remediation
related to the financial reporting process and information technology material
weaknesses. As shown below, the accounting for taxes material weakness reported
as of December 31, 2008 remains a material weakness as of
December 31, 2009, for which remediation efforts are in process.

  Material Weakness Reported

  Status as of

  Status as of the Date

  as of December 31, 2008

  December 31, 2009

  of this Filing

  1.
  Accounting for Taxes

  Remediation
  in process

  Remediation
  in process

  2.
  Financial Reporting Process

  Remediated

  Remediated

  3.
  Information Technology:

  Access Control

  Remediated

  Remediated

  Change Management

  Remediated

  Remediated

  Spreadsheets

  Remediated

  Remediated

Evaluation of Disclosure Controls and Procedures

Disclosure
controls and procedures (as defined in Rule 13a-15(e) under the
Exchange Act) are designed to ensure that information required to be disclosed
in reports filed or submitted under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in rules and
forms adopted by the SEC, and that such information is accumulated and
communicated to management, including the Chief Executive Officer and the Chief
Financial Officer, to allow timely decisions regarding required disclosures.

In
connection with the preparation of its annual report as of December 31,
2009, the Company’s management, under the supervision and with the
participation of the Chief Executive Officer and Chief Financial Officer,
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures as of December 31, 2009. Based on that evaluation,
our Chief Executive Officer and Chief Financial Officer have concluded that our
disclosure controls and procedures were not effective as of December 31,
2009, as a result of the existence of a material weakness in our internal
control over financial reporting related to accounting for taxes.

Since
December 31, 2008, we have made significant progress in improving our
disclosure controls and procedures. We have taken, and are taking, the actions
described below under “Remediation Actions Relating to Remaining Material
Weaknesses” to remediate the remaining material weaknesses in our internal
control over financial reporting that existed at that date.

We
continue to strive to improve our processes to enable us to provide complete
and accurate public disclosure. Management believes that we will not be able to
conclude that our disclosure controls and procedures are effective until the
material weaknesses have been fully remediated.

To
address the material weaknesses reported in our 2008 Form 10-K/A,
management performed additional analyses and other post-closing procedures
designed to ensure that our consolidated interim financial statements were
prepared in accordance with U.S. GAAP. These procedures included documentation
and testing of processes, data validation procedures from the systems into the
general ledger, testing of systems, validation of results, disclosure review,
and other analytics. As a result, management believes that the consolidated
financial statements included in this report fairly present, in all material
respects, our financial position, results of operations and cash flows as of
the dates, and for the periods presented.

Evaluation
of Internal Control over Financial Reporting

Management,
with the participation of our Chief Executive Officer and Chief Financial
Officer, has conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the framework set forth in “Internal
Control—Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on management’s assessment
under this framework, management has concluded that our internal control over
financial reporting was not effective as of December 31, 2009, as a result
of the existence of a material weakness in our internal control over financial
reporting related to accounting for taxes.
The effectiveness of our internal control over financial reporting as of
December 31, 2009 has been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their report which
is included herein.

Changes in Internal Control over Financial Reporting

Overview

Management,
with the participation of our Chief Executive Officer and Chief Financial
Officer, has assessed whether any changes in our internal control over
financial reporting that occurred during the period from January 1, 2009
through December 31, 2009 have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.  Significant changes were
implemented and tested during the period from January 1, 2009 through
December 31, 2009 to continue the remediation of our material weaknesses
in internal control over financial reporting. Management believes the measures
that we have implemented during 2009 to remediate the material weaknesses in
internal control over financial reporting have had a favorable impact on our
internal control over financial reporting since December 31, 2008. Changes
in our internal control over financial reporting from January 1, 2009
through December 31, 2009 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting are
described below.

Remediation Actions Relating to Remaining Material Weaknesses

The
discussion below describes the actions that management took during 2009 and is
currently in the process of taking in 2010 to remediate our remaining material
weaknesses in internal control over financial reporting.

Accounting for Taxes

Description
of Material Weakness as of December 31, 2008

The
Company’s processes, procedures and controls related to the preparation and
review of the annual tax provision and the accrual of other non-income tax
contingencies were not effective to ensure that amounts related to the tax
provision, related current or deferred income tax asset and liability accounts,
and non-income tax contingencies were accurate, recorded in the proper period,
and determined in accordance with U.S. GAAP. Specifically, we did not
(i) analyze and reconcile certain deferred income and tax payable
accounts, (ii) appropriately consider the need to record or disclose
contingencies for certain income tax positions in accordance with U.S. GAAP,
and (iii) file tax returns in certain foreign jurisdictions. Additionally,
we had insufficient personnel with appropriate qualifications and training in
accounting for taxes.

Description
of 2009 Remediation Actions

In
late 2008, we hired an Executive Director of Corporate Tax and during 2009, we
have utilized outsourced service providers for tax consulting services to
assist in our accounting for income taxes and the recording of non-income tax
contingencies. In October 2009, the Company engaged tax consultants with
specific expertise related to the remediation of accounting for taxes to assist
the Company in completing the remediation of its material weakness in this
area. We continue to evaluate our tax process and tax resource requirements. We
continue to work towards the completion of delinquent foreign statutory filings
identified during the prior years as result of management’s analysis, as well
as refining our process to help ensure timely completion of future filings. In
addition, in 2008 our management performed an analysis with the assistance of
outside consultants to assess, estimate, and record the exposure related to our
uncertain tax positions and non-income tax contingencies in accordance with
U.S. GAAP. During 2009 we continued to monitor and assess the uncertain tax
positions and non-income tax contingencies and are now evaluating and
implementing plans to reduce these contingencies. We continue to evaluate the
adequacy of our tax resources. This material weakness still exists, and the
Company is in the process of remediating this material weakness.

Financial Reporting Process

Description
of Material Weakness as of December 31, 2008

The
Company did not maintain an effective financial reporting process to prepare
financial statements in accordance with U.S. GAAP. Specifically, our process
lacked timely and complete financial statement reviews, appropriate account
closing procedures, and appropriate reconciliation processes. Further, we were
unable to complete regulatory filings as required by the rules of the SEC.

Description
of 2009 Remediation Actions

During
2008, we redesigned and implemented improved procedures and controls related to
our monthly and quarterly close processes including account reconciliations,
enhancement of the formal monthly close and reporting checklists, variance
analysis of financial statement fluctuations, and budget to actual reviews. As
a result of the remediation efforts, the Company has completed its regulatory
filings during 2009 as required by the rules of the SEC. Our remediation
efforts during the second and third quarters of 2009 included the enhancement
and testing of the processes and controls instituted in the prior year. We
believe that these remediation efforts have improved our financial reporting
process and that the material weakness was effectively remediated at
September 30, 2009.

Information Technology Systems

Description
of Material Weakness as of December 31, 2008

The
Company did not maintain effective internal control over financial reporting
related to certain information technology applications and general computer
controls that are considered to have an impact on financial reporting and that
resulted in a more than reasonable possibility that material misstatements in
our financial statements would not be prevented or detected.

Specifically,
we lacked effective controls in the following areas:

·                  Access
Control — The Company did not maintain effectively designed
controls to prevent unauthorized access to certain programs and data, and
provide for periodic review and monitoring of access including reviews of
security logs and analysis of segregation of duties conflicts.

·                  Change
Management — The Company did not maintain effectively designed
controls to ensure that all information technology program and data changes
were authorized, developer access to the production environment was limited,
and that all program and data changes were adequately tested for accuracy and
appropr

CORRESP
1
filename1.htm

Thomas W. Kellerman

650-843-7550

tkellerman@morganlewis.com

October 19,
2010

VIA
EDGAR & EXPRESS MAIL

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

  Attention:

  Jim
  B. Rosenberg, Senior Assistant Chief Accountant

  Tabatha
  Atkins, Staff Accountant

  Re:

  Nature’s
  Sunshine Products, Inc.

  Form 10-K
  for the Fiscal Year Ended December 31, 2009

  Form 10-q
  for the Quarterly Periods Ended March 31 and June 30, 2010

  File
  No. 001-34483

Dear
Mr. Rosenberg:

On
behalf of Nature’s Sunshine Products, Inc. (the “Company”), we submit this
letter in response to the comments from the Staff of the Securities and
Exchange Commission (the “Commission”) to the Company, dated September 22,
2010 (the “Comment Letter”), with respect to the Company’s filings referenced
above.  The numbered paragraphs below
restate the numbered paragraphs in the Comment Letter in bold and italics, and
the discussion set out below each such paragraph is the Company’s response to
the Staff’s comment.

Form 10-K for the fiscal year ended December 31, 2009

Item 9A.  Controls and Procedures

Changes in Internal Control over Financial Reporting, page 72

1.                                      While
it appears that you have conducted an evaluation of internal control over financial
reporting, it does not appear that you have disclosed your conclusion as
required by Item 308(a)(3) of Regulation S-K as of December 31,
2009.  Please amend your filing to
provide management’s conclusion as to the effectiveness of your internal control
over financial reporting as of December 31, 2009.  Further please ensure your revised disclosure
complies with Item 308(a) in its entirety.

In
response to the Staff’s comment, the Company proposes to amend Item 9A of its
annual report on Form 10-K for the fiscal year ended December 31,
2009 (the “Form 10-K”) as indicated by the revised disclosure set forth in
Exhibit 1 attached hereto.  The
Company proposes to file the amended Form 10-K immediately following the
Staff’s clearance for the revised disclosure.

2.                                      In
addition, it does not appear that you have disclosed your conclusion regarding
the effectiveness of your disclosure controls and procedures as required by
Item 307 of Regulation S-K as of December 31, 2009.  Please amend your filing to provide
management’s conclusion as of December 31, 2009 and consider whether
management’s failure to provide the disclosure required by Item 308(a)(3) impacts
its conclusions regarding the effectiveness of your disclosure controls and
procedures as of December 31, 2009 and revise your disclosure as
appropriate.

In
response to the Staff’s comment, the Company proposes to amend Item 9A of its Form 10-K
as indicated by the revised disclosure set forth in Exhibit 1 attached
hereto.  The Company proposes to file the
amended Form 10-K immediately following the Staff’s clearance for the
revised. disclosure.

Forms 10-Q for the quarterly periods ended March 31 and June 30,
2010

Item 4.  Controls and Procedures,
page 31

3.             Please
amend your filings to comply with Item 308(c) of Regulation S-K.

In
response to the Staff’s comment and based on a discussion with the Staff on September 30,
2010, the Company respectfully submits that it is not necessary to amend the
Forms 10-Q for the quarterly periods ended March 31 and June 30, 2010
for the following reasons.

Item
308(c) of Regulation S-K requires the Company to disclose, in its Forms
10-Q, any changes during the Company’s last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, its internal control
over financial reporting.  The existing
disclosures in the Forms 10-Q provide a summary of the ongoing remediation
measures implemented by the Company since December 31, 2009 with respect
to a material weakness relating to accounting for taxes.  As reported in the Form 10-K, this is
the only remaining material weakness that has not been remediated as of December 31,
2009.  Accordingly, the existing
disclosures in the Forms 10-Q provide useful updates relating to the
remediation actions taken during the quarterly periods that affected the
Company’s internal control following the end of the fiscal year.  Furthermore, as indicated by our responses to
paragraphs 1 and 2 above, the Company proposes to amend the Form 10-K to
ensure that disclosures in the Form 10-K relating to internal control over
financial reporting will comply fully with Item 308(a) of Regulation
S-K.  The existing disclosures in the
Forms 10-Q, when read together with the revised disclosures to be included in
the amended Form 10-K, will provide investors with clear and most
up-to-date information on the status of the Company’s internal control
remediation process.  Accordingly, the
Company does not believe that any additional amendment to the Forms 10-Q is
required or desirable.

*    *    *

In
connection with the Company’s response to the Comment Letter, the Company
hereby acknowledges 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 do not foreclose the
Commission from taking any action with respect to the filings; 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.

If
you have any questions or comments as to the foregoing, please contact the
undersigned.

  Sincerely,

  /s/
  Thomas Kellerman

  Thomas
  Kellerman

  cc:
  Jamon Jarvis

Exhibit 1

Item 9A.
Controls and Procedures

This report includes the
certifications of our Chief Executive Officer and Chief Financial Officer
required by Rule 13a-14 of the Securities Exchange Act of 1934 (the “Exchange
Act”). See Exhibits 31.1 and 31.2. This Item 9A includes information concerning
the controls and control evaluations referred to in those certifications.

Overview

Management identified
certain material weaknesses which are described in our Annual Report on Form 10-K/A
for the year ended December 31, 2008. During 2009 and through the date of
this filing, management has been focused on remediating these material
weaknesses. This overview discusses management’s evaluation of our disclosure
controls and procedures as of December 31, 2009. In addition, this item
provides a summary of the status of each of the previously identified material
weaknesses, followed by a discussion of management’s evaluation of disclosure
controls and procedures, and management’s efforts to remediate the material weaknesses,
as set forth in the table below.

During the year ended December 31,
2009, the Company completed the remediation related to the financial reporting
process and information technology material weaknesses. As shown below, the
accounting for taxes material weakness reported as of December 31, 2008
remains a material weakness as of December 31, 2009, for which remediation
efforts are in process.

  Material Weakness Reported

  Status as of

  Status as of the Date

  as of December 31, 2008

  December 31, 2009

  of this Filing

  1. Accounting for Taxes

  Remediation in process

  Remediation in process

  2. Financial Reporting
  Process

  Remediated

  Remediated

  3. Information Technology:

  Access
  Control

  Remediated

  Remediated

  Change
  Management

  Remediated

  Remediated

  Spreadsheets

  Remediated

  Remediated

Evaluation
of Disclosure Controls and Procedures

Disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Exchange Act) are
designed to ensure that information required to be disclosed in reports filed
or submitted under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in rules and forms adopted by
the SEC, and that such information is accumulated and communicated to
management, including the Chief Executive Officer and the Chief Financial
Officer, to allow timely decisions regarding required disclosures.

In connection with the
preparation of its annual report as of December 31, 2008,2009, the Company’s management, under the
supervision and with the participation of the Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of the design and operation of
our disclosure controls and procedures as of December 31, 2008.2009. Based on that evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that our
disclosure controls and procedures were not effective as of December 31, 2008,2009, as a result of the existence of a material weaknessesweakness in our internal control over
financial reporting related to accounting for
taxes.

Since December 31,
2008, we have made significant progress in improving our disclosure controls
and procedures. We have taken, and are taking, the actions described below
under “Remediation Actions Relating to Remaining Material Weaknesses” to
remediate the remaining material weaknesses in our internal control over
financial reporting that existed at that date.

We continue to strive to
improve our processes to enable us to provide complete and accurate public
disclosure. Management believes that we will not be able to conclude that our
disclosure controls and procedures are effective until the material weaknesses
have been fully remediated.

To address the material
weaknesses reported in our 2008 Form 10-K/A, management performed
additional analyses and other post-closing procedures designed to ensure that
our consolidated interim financial statements were prepared in accordance with
U.S. GAAP. These procedures included documentation and testing of processes,
data validation procedures from the systems into the general ledger, testing of
systems, validation of results, disclosure review, and other analytics. As a
result, management believes that the consolidated financial statements included
in this report fairly present, in all material respects, our financial
position, results of operations and cash flows as of the dates, and for the
periods presented.

Evaluation of Internal Control over Financial Reporting

Management,
with the participation of our Chief Executive Officer and Chief Financial
Officer, has conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the framework set forth in “Internal
Control—Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on management’s assessment
under this framework, management has concluded that our internal control over
financial reporting was not effective as of December 31, 2009, as a result
of the existence of a material weakness in our internal control over financial
reporting related to accounting for taxes.
The effectiveness of our internal control over financial reporting as of
December 31, 2009 has been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their report which
is included herein.

Changes in
Internal Control over Financial Reporting

Overview

Management, with the
participation of our Chief Executive Officer and Chief Financial Officer, has
assessed whether any changes in our internal control over financial reporting
that occurred during the period from January 1, 2009 through December 31,
2009 have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting. Significant
changes were implemented and tested during the period from January 1, 2009
through December 31, 2009 to continue the remediation of our material
weaknesses in internal control over financial reporting. Management believes
the measures that we have implemented during 2009 to remediate the material
weaknesses in internal control over financial reporting have had a favorable
impact on our internal control over financial reporting since December 31,
2008. Changes in our internal control over financial reporting from January 1,
2009 through December 31, 2009 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting are described below.

Remediation
Actions Relating to Remaining Material Weaknesses

The discussion below
describes the actions that management took during 2009 and is currently in the
process of taking in 2010 to remediate our remaining material weaknesses in
internal control over financial reporting.

Accounting
for Taxes

Description of Material
Weakness as of December 31, 2008

The Company’s processes,
procedures and controls related to the preparation and review of the annual tax
provision and the accrual of other non-income tax contingencies were not
effective to ensure that amounts related to the tax provision, related current
or deferred income tax asset and liability accounts, and non-income tax
contingencies were accurate, recorded in the proper period, and determined in
accordance with U.S. GAAP. Specifically, we did not (i) analyze and
reconcile certain deferred income and tax payable accounts, (ii) appropriately
consider the need to record or disclose contingencies for certain income tax
positions in accordance with U.S. GAAP, and (iii) file tax returns in
certain foreign jurisdictions. Additionally, we had insufficient personnel with
appropriate qualifications and training in accounting for taxes.

Description of 2009
Remediation Actions

In late 2008, we hired an
Executive Director of Corporate Tax and during 2009, we have utilized
outsourced service providers for tax consulting services to assist in our
accounting for income taxes and the recording of non-income tax contingencies.
In October 2009, the Company engaged tax consultants with specific
expertise related to the remediation of accounting for taxes to assist the
Company in completing the remediation of its material weakness in this area. We
continue to evaluate our tax process and tax resource requirements. We continue
to work towards the completion of delinquent foreign statutory filings
identified during the prior years as result of management’s analysis, as well
as refining our process to help ensure timely completion of future filings. In
addition, in 2008 our management performed an analysis with the assistance of
outside consultants to assess, estimate, and record the exposure related to our
uncertain tax positions and non-income tax contingencies in accordance with
U.S. GAAP. During 2009 we continued to monitor and assess the uncertain tax
positions and non-income tax contingencies and are now evaluating and
implementing plans to reduce these contingencies. We continue to evaluate the
adequacy of our tax resources. This material weakness still exists, and the
Company is in the process of remediating this material weakness.

Financial
Reporting Process

Description of Material
Weakness as of December 31, 2008

The Company did not maintain
an effective financial reporting process to prepare financial statements in
accordance with U.S. GAAP. Specifically, our process lacked timely and complete
financial statement reviews, appropriate account closing procedures, and
appropriate reconciliation processes. Further, we were unable to complete
regulatory filings as required by the rules of the SEC.

Description of 2009 Remediation
Actions

During 2008, we redesigned
and implemented improved procedures and controls related to our monthly and
quarterly close processes including account reconciliations, enhancement of the
formal monthly close and reporting checklists, variance analysis of financial
statement fluctuations, and budget to actual reviews. As a result of the
remediation efforts, the Company

CORRESP
1
filename1.htm

Thomas W. Kellerman

650-843-7550

tkellerman@morganlewis.com

October 5,
2010

VIA
EDGAR & EXPRESS MAIL

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:   Jim B. Rosenberg, Senior Assistant Chief
Accountant

Tabatha Atkins, Staff Accountant

Re:                             Nature’s
Sunshine Products, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2009

Form 10-q for the Quarterly Periods Ended March 31 and June 30,
2010

File No. 001-34483

Dear
Mr. Rosenberg:

On
behalf of Nature’s Sunshine Products, Inc. (the “Company”), we submit this
letter in response to the comments from the Staff of the Securities and
Exchange Commission (the “Commission”) to the Company, dated September 22,
2010 (the “Comment Letter”), with respect to the Company’s filings referenced
above.  In the Comment Letter, the Staff
requested the Company to respond within 10 business days, i.e., by October 6,
2010.  Based on our prior conversation
with the Staff, we hereby request an additional 10 business days to respond to
the Comment Letter, i.e., by October 20, 2010.  The extension is requested primarily because
of the additional time required for the Company’s independent registered public
accounting firm, Deloitte & Touche, LLP, to complete its review of the
response letter and the proposed amendment to the Form 10-K.

*    *    *

In
connection with the Company’s response to the Comment Letter, the Company
hereby acknowledges 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 do not foreclose the Commission from
taking any action with respect to the filings; 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.

If
you have any questions or comments as to the foregoing, please contact the undersigned.

  Sincerely,

  /s/
  Thomas Kellerman

  Thomas
  Kellerman

  cc:
  Jamon Jarvis

September 22 , 2010

Mr. Michael D. Dean
President and Chief Executive Officer
Nature’s Sunshine Products, Inc.
75 East 1700 South
Provo, Utah 84606

Re: Nature’s Sunshine Products, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
Form s 10-Q for the Quarterly Period s Ended  March 31 and  June 30 , 2010
File No. 001 -34483

Dear Mr. Dean :

We have limited our review to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your document s.  In our comments , we
ask you to amend your filings .

Please respond to this letter within ten business days by amending your filings , or by
advising us when you will amend your filings .  If you  do not believe that an amendment is
necessary based on your facts and circumstances, please tell us why in your response.  Please
furnish us a letter on EDGAR under the form type label CO RRESP that key s your response to
our comment s.

After reviewing the amended filings and the information you provide in response to these
comments , we may have  additional comments.

Form 10 -K for the fiscal year ended December 31, 2009

Item 9A.  Controls and Procedures
Changes in Internal Control over Financial Reporting , page 72

1. While it appears that you have conducted an evaluation of internal control over financial
reporting, it does not appear that you have disclosed your conclusion as requi red by Item
308(a)(3) of Regulation S -K as of December 31, 2009 .  Please amend your filing  to provide
management’s conclusion as to the effectiveness of your internal control over financial
reporting  as of December 31, 2009 .  Further please ensure your revised disclosure complies
with Item 308(a) in its entirety.

2. In addition, it does not appear that you have disclosed your conclusion regarding  the
effectiveness of your disclosure controls and procedure s as required by Item 307 of
Regulation S -K as of December 31, 2009 .  Please amend your filing to provide

Michael D.  Dean
Nature’s Sunshine Products, Inc.
September 22 , 2010
Page 2

 management’s conclusion  as of December 31, 2009  and consider whether management’s
failure to provide the disclosure required by Item 308(a)(3) impacts its conclusions regarding
the effectiveness of your disclosure controls and procedures as of December 31, 2009  and
revise your dis closure as appropriate.

Form s 10-Q for the quarterly period s ended March 31 and June 30 , 2010

Item 4. Controls and Procedures, page 31

3. Please amend your filing s to comply with Item 308(c) of Regulation S -K.

We urge all persons who are  responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include 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 s;
 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 s; and
 the com pany 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.

You may c ontact Tabatha Akins , Staff Accountant, at (202) 551 -3658 or Joel Parker ,
Accounti ng Branch Chief, at (202) 551 -3651 if you have any questions regarding the comments.
In this regard, do not hesitate to contact me , at (202) 551 -3679 with any other questions.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant

Via Facsimile and U.S. Mail
Mail Stop 4720
         October 19, 2009  Mr. Douglas Faggioli    President and Chief Executive Officer  Nature’s Sunshine Products, Inc.  75 East 1700 South  Provo, UT 84606

Re: Nature’s Sunshine Products, Inc.
 Preliminary Proxy Statement on Schedule 14A  Filed September 28, 2009  File Number 000-08707

Dear Mr. Faggioli:
  We have completed our review of the above listed filing and have no further
comments at this time.

Sincerely,

Jeff Riedler Assistant Director

CORRESP
1
filename1.htm

Thomas W. Kellerman

Partner

650.843.7550

tkellerman@MorganLewis.com

October 19,
2009

VIA
FEDERAL EXPRESS

Mr. Jeffrey P.
Riedler

Assistant Director

Securities and Exchange
Commission

Division of Corporation
Finance

100 F Street N.E.

Washington, DC 20549

  Re:

  Nature’s Sunshine Products, Inc.

  Preliminary Proxy Statement on Schedule 14A,
  filed October 13, 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 16, 2009
(the “Comment Letter”), with respect to the Company’s revised Preliminary
Proxy Statement on Schedule 14A, filed with the Commission on October 13,
2009 (the “Schedule 14A”).  The
numbered paragraph set forth below restates the numbered paragraph in the
Comment Letter, and the discussion set out below such paragraph is the Company’s
response to the Staff’s comments.

1.                                      Please refer to Proposal 15.  We note that on September 24, 2009, the
Board approved option grants to purchase up to 230,650 shares of common stock
to certain individuals.  Please expand
your disclosure to state the exercise price of the options granted on September 24,
2009.

We
have revised Proposal 15 to expand the disclosure under the heading “New Plan
Benefits”.  The entire revised paragraph
under “New Plan Benefits” is set forth below, with the new language underlined
and in bold for the convenience of the Staff.

On September 24,
2009, the Board approved option grants to purchase up to an aggregate of
230,650 shares of our Common Stock subject to shareholder approval of the 2009
Stock Incentive Plan at the Annual Meeting to 5 of our named executive
officers, 1 other executive

officer, 5 non-employee
directors and 14 employees as detailed in the table below. The options have a
maximum term of 10 years and an exercise price of
$5.35, the closing sale price of the common stock on September 24, 2009.
Each of the options granted to our non-employee directors will vest and become
exercisable in full upon shareholder approval of the 2009 Stock Incentive Plan
at the Annual Meeting. Each of the options granted to our named executive
officers, other executive officers and non-executive employees will vest in
full on September 1, 2012, provided the optionee continues in the Company’s
service through such date. In the event shareholder approval of the 2009 Stock
Incentive Plan is not obtained at the Annual Meeting, the option grants
detailed below will terminate immediately and cease to be outstanding.

Once the Commission
has reviewed and approved this revision, the Company will file its definitive
Schedule 14A incorporating the revision.
For the convenience of the staff, we are also sending three (3) marked
copies of the form of the definitive Schedule 14A under separate cover, which
have also been marked to show changes from the Schedule 14A as filed on October 13,
2009.

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

2

Mail Stop 4720          October 16, 2009  Mr. Douglas Faggioli    President and Chief Executive Officer  Nature’s Sunshine Products, Inc.  75 East 1700 South  Provo, UT 84606

Re: Nature’s Sunshine Products, Inc.
 Preliminary Proxy Statement on Schedule 14A  Filed September 28, 2009  File Number 000-08707

Dear Mr. Faggioli:

We have reviewed your October 13, 2009 re sponse to our October 7, 2009 letter
and have the following additional comment.  Where indicated, we think you should revise your document in response to this co mment.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as nece ssary in your explanations.

 Please understand that the purpose of our re view 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 comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 October 13, 2009 Response Regarding Prelimin ary Proxy Statement filed September 28,
2009
1. Please refer to Proposal 15.  We note that on September 24, 2009, the Board
approved option grants to purchase up  to 230,650 shares of common stock to
certain individuals.  Please expand your disclosure to state the exercise price of the options granted on September 24, 2009.

* * * * *

Mr. Douglas Faggioli
Nature’s Sunshine Products, Inc.  October 16, 2009 Page 2   As appropriate, please amend the Schedule 14A and respond to these comments.  Detailed letters greatly facil itate our review.  Please furn ish a letter that keys your
response to our comments.  In addition, pleas e also note the locati on of any material
changes made in the proxy statement for reas ons other than in res ponse to specific staff
comments.  Electronically file the letter that  responds to each staff comment and notes
the location in the text of the revised pr oxy materials of the corresponding revisions.
Identify the electroni c letter response with a corresponde nce header tag.  Revised proxy
materials should be marked to indicate any changes.  Note also the requirements of Rule 310 of Regulation S-T.  Please understand that  we may have additional comments after
reviewing your response to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 co mments, please provide, in your letter, a
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 a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     Please contact Rose Zukin at (202) 551-3239 or me at (202) 551-3710 with any
questions.         S i n c e r e l y ,            J e f f r e y  P .  R i e d l e r         A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

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

2

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”.

3

·                  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.

4

·                  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

5

Mail Stop 4720          October 7, 2009  Mr. Douglas Faggioli    President and Chief Executive Officer  Nature’s Sunshine Products, Inc.  75 East 1700 South  Provo, UT 84606

Re: Nature’s Sunshine Products, Inc.
 Preliminary Proxy Statement on Schedule 14A  Filed September 28, 2009  File Number 000-08707

Dear Mr. Faggioli:

We have limited our review of your filing to the issue we have addressed in our
comments below.  Where indicated, we th ink you should revise your document in
response to these comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision  is unnecessary.  Please be as detailed as
necessary in your explanations.     Please understand that the purpose of our re view 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 comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Preliminary Proxy Statement filed 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.
 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.
 3. Please amend the table found on page 41 of your filing to include a column
indicating the dollar va lue of the shares underlying th e option grant.  Please refer
to Item 10(a)(2) of Schedule 14A.

Mr. Douglas Faggioli
Nature’s Sunshine Products, Inc.
October 7, 2009 Page 2
4. We note your statement that Proposals 7, 8, 9, 10, 11, 12, and 13 are being submitted for shareholder approval to improve the flexibility of the board of directors in dealing with any unsolicit ed takeover offers.  Because you request
shareholder approval of amendments to th e Articles of Incorp oration 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 to obtain co ntrol of the company by means of a
merger, please expand your filing to di sclose why, in the absence of such
efforts, these amendments are being proposed at this time.
• 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 e ffect, 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 defens ive provisions, may be appropriate.
This chart, among other things, may in clude disclosure concerning a class
of authorized, but unissued, common or pr eferred securities with respect to
which the board of directors retains th e power to determine voting rights.

• Given that you have proposed simila r measures, please discuss the inter-
relationship of the proposals.  In  addition, please disclose whether
management presently intends to pro pose other anti-takeover measures in
future proxy solicitations.
• Please discuss limitations on the adopti on of these proposals.  Disclosure
should be included as to whether th e rules or practices of any stock
exchange on which the company’s securi ties 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.

• Please expand your filing to provide a comparison of the proposed anti-takeover measures with the comparab le 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.

Mr. Douglas Faggioli
Nature’s Sunshine Products, Inc.
October 7, 2009 Page 3
• 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 pr eferred stock with unspecified voting
rights, please expand your filing to disclose that such securities may be
privately placed to create voting im pediments or to frustrate persons
seeking to effect a merger or to ot herwise gain control of the company.

Please refer to SEC Release No. 34-1 5198 A (Oct. 19, 1978) for guidance.

* * * * *

 As appropriate, please amend the Schedule 14A and respond to these comments.  Detailed letters greatly facil itate our review.  Please furn ish a letter that keys your
response to our comments.  In addition, pleas e also note the locati on of any material
changes made in the proxy statement for reas ons other than in res ponse to specific staff
comments.  Electronically file the letter that  responds to each staff comment and notes
the location in the text of the revised pr oxy materials of the corresponding revisions.
Identify the electroni c letter response with a corresponde nce header tag.  Revised proxy
materials should be marked to indicate any changes.  Note also the requirements of Rule
310 of Regulation S-T.  Please understand that  we may have additional comments after
reviewing your response to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 co mments, please provide, in your letter, a
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 a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

Mr. Douglas Faggioli
Nature’s Sunshine Products, Inc.  October 7, 2009 Page 4
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     Please contact Rose Zukin at (202) 551-3239 or me at (202) 551-3710 with any
questions.         S i n c e r e l y ,            J e f f r e y  P .  R i e d l e r         A s s i s t a n t  D i r e c t o r

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                  May 26, 2009  Douglas Faggioli President and Chief Executive Officer Nature’s Sunshine Products, Inc. 75 East 1700 South Provo, Utah  84606

 Re: Nature’s Sunshine Products, Inc.   Registration Statement on  Form 10-12G, as amended
  File No. 0-08707

Dear Mr. Faggioli:
We have completed our review of your Form 10-12G and have no further
comments at this time.
Sincerely,

Jeffrey Riedler Assistant Director
cc: David A. Sirignano
Morgan, Lewis & Bockius LLP 1111 Pennsylvania Avenue, N.W. Washington, D.C. 20004

CORRESP
1
filename1.htm

  Morgan, Lewis &
  Bockius LLP

  2 Palo Alto Square

  3000 El Camino Real, Suite 700

  Palo Alto, CA  94306-2122

  Tel.  650.843.4000

  Fax: 650.843.4001

  www.morganlewis.com

Thomas W.
Kellerman

Partner

650.843.7550

tkellerman@morganlewis.com

May 20, 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.

  Registration Statement on Form 10-12G

  Supplemental Response, dated April 23, 2009

  File No. 0-08707

Dear Mr. Riedler:

This
letter is being submitted in response to the comments from the Staff of the
Securities and Exchange Commission (the “Commission”) contained in your
letter to Mr. Douglas Faggioli at Nature’s Sunshine Products, Inc.
(the “Company”), dated May 1, 2009 (the “Comment Letter”),
with respect to the Company’s supplemental response, dated April 23, 2009,
in connection with the Company’s Amendment No. 1 to the Registration
Statement on Form 10-12G, filed with the Commission on March 31, 2009
(the “Form 10-12G”).

Concurrently
with this response letter, the Company is filing an amended Form 10-12G,
which incorporates the changes previously agreed to with the Staff to the
disclosures below in response to the Comment Letter.  The amended Form 10-12G also includes updated
financial information and related disclosures as reported in the Company’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2009,
as well as certain changes and additions resulting from management’s ongoing
review of the disclosures contained therein.

For
the convenience of the Staff, we are also sending three (3) marked copies
of the amended Form 10-12G under separate cover, which have been marked to
show changes from the Form 10-

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Minneapolis    Dallas
Houston    Harrisburg    Irvine
Boston    London
Paris    Brussels    Frankfurt
Beijing    Tokyo

  Securities and Exchange
  Commission

  May 20, 2009

  Page 2

12G as
filed on February 12, 2009.

Amendment No. 1 to Form 10-12G

Explanatory Note, page 1

1.              We note your response to the comment
1 from our prior letter dated April 14, 2009.  Please revise your proposed disclosure in the
paragraph that begins, “The Board of Directors also considered the appropriate
actions to be taken with respect to Mr. Douglas Faggioli,” to make clear
that KPMG’s demand for Mr. Faggioli’s termination followed the remedial
measures recommended by the Investigative Team in the Preliminary Report and
the Investigative Team’s recommendations were supported by the Special
Committee.  As written, it would be
difficult for a reader unfamiliar with the events to discern that KPMG was
acting on the recommendation of the Investigative Team contained in the
Preliminary Report and that one of the recommendations was Mr. Faggioli’s
termination.

In response to the Staff’s
comment, the Company’s disclosure with respect to the above-referenced
paragraph will read as follows (which for the convenience of the Staff has been
marked against the Company’s supplemental response to the Staff’s prior comment):

The Board of Directors also considered the appropriate
actions to be taken with respect to Mr. Douglas Faggioli.  As described below, KPMG LLP (“KPMG”), our
independent registered public accounting firm at that time, demanded that Mr. Faggioli’s
employment be terminated based upon its view
of the recommendations in the Preliminary Report.  The two members of the Special Committee
supported this recommendation, but after consideration the Board of Directors
determined that, pending the conclusion of the investigation, Mr. Faggioli
should step down as President, Chief Executive Officer and a director of the
Company, but remain an employee. The Board of Directors was informed that the
Investigative Team agreed that the interim steps regarding Mr. Faggioli
were appropriate at that time.

2.              In addition, please revise your
proposed disclosure in this paragraph to make clear that, while the
Investigative Team may have agreed that the interim steps taken by the Board
were appropriate at that time, that neither it nor the Special Committee
ultimately changed their recommendation to remove Faggioli permanently.

In response to the Staff’s
comment, the last paragraph in the Explanatory Note under the heading “Change
in Certifying Accountant” in the amended Form 10-12G will read as follows
(which for the convenience of the Staff has been marked against the current
disclosure in the Form 10-12G):

  Securities and Exchange
  Commission

  May 20, 2009

  Page 3

In August 2006, following the completion of the Special Committee’s
internal investigation, the Board of Directors reinstated Mr. Faggioli as
the Company’s President and Chief Executive Officer. The Special Committee made no final determination with respect to Mr. Faggioli
or the other recommendations in the Preliminary Report, but its members, who
were both members of the Board of Directors at that time, participated in the
deliberations of the Board of Directors.
The Board of Directors made this decision after carefully reviewing and
considering the information available to it with respect to Mr. Faggioli,
including the facts and circumstances identified through the investigation, his
past performance and contributions to the Company, his business reputation, and
his prior employment history. In connection with the private class actions
and government investigations discussed below under Item 8, “Legal
Proceedings,” the Board of Directors has determined to vigorously contest
allegations of illegal conduct and misrepresentations that are or may be based
upon the events that led to the resignation of KPMG.

On
behalf of the Company, I would like to thank you for the cooperation that you
and the Staff have extended in the review of the Form 10-12G.  If you should have any questions or comments
in connection with our responses, please feel free to contact the undersigned
at (650) 843-7550.

Very truly yours,

  /s/ Thomas W.
  Kellerman

Thomas W.
Kellerman

c:  Douglas Faggioli

President and Chief Executive Officer

Nature’s Sunshine Products, Inc.

75 East 1700 South

Provo, Utah 84606

Mail Stop 6010
 May 1, 2009
 Douglas Faggioli President and Chief Executive Officer Nature’s Sunshine Products, Inc. 75 East 1700 South Provo, Utah  84606
Re: Nature’s Sunshine Products, Inc.
 Registration Statement on Form 10-12G  Supplemental Response, dated April 23, 2009  File No. 0-08707

Dear Mr. Faggioli:

We have reviewed your supplemental response and have the following comments.
Where indicated, we think you should revise your documents in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional 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.
Amendment No. 1 to Form 10-12G

Explanatory Note, page 1

1. We note your response to comment 1 from our prior letter dated April 14, 2009.  Please revise your proposed disclosure in the paragr aph that begins, “The Board of Directors
also considered the appropriate actions to be taken with respect to Mr. Douglas Faggioli,” to make clear that KPMG’s demand for Mr. Faggioli’s termination followed the remedial measures recommended by the Investigative Team in the Preliminary Report and the Investigative Team’s recommendations were supported by the Special Committee.  As written, it would be difficult for a reader unfamiliar with the events to discern that KPMG

Douglas Faggioli
Nature’s Sunshine Products, Inc. May 1, 2009
Page 2
was acting on the recommendation of the Investigative Team contained in the Preliminary Report and that one of these recommendations was Mr. Faggioli’s termination.

2. In addition, please revise your proposed disclosure in this paragraph to make clear that, while the Investigative Team may have agreed that the interim steps taken by the Board were appropriate at that time, that neither it nor the Special Committee ultimately changed their recommendation to remove Faggioli permanently.

* * * * *

As appropriate, please amend your filings in response to these comments.  You may wish
to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR under the form type label CORRESP. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
You may contact Dana Hartz at (202) 551- 3648 or Lisa Vanjoske at (202) 551-3614 if
you have questions regarding comments on the financial statements and related matters.  Please contact Sebastian Gomez Abero at (202) 551-3578 or Daniel Greenspan at (202) 551-3623 with any other questions.

        S i n c e r e l y ,              J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r    cc: David A. Sirignano
Morgan, Lewis & Bockius LLP 1111 Pennsylvania Avenue, N.W. Washington, D.C. 20004

CORRESP
1
filename1.htm

  Morgan,
  Lewis & Bockius LLP

  2
  Palo Alto Square

  3000
  El Camino Real, Suite 700

  Palo
  Alto, CA 94306-2122

  Tel.
  650.843.4000

  Fax:
  650.843.4001

  www.morganlewis.com

Thomas
W. Kellerman

Partner

650.843.7550

tkellerman@morganlewis.com

April 23, 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.

  Amendment No. 1 to

  Registration Statement on Form 10-12G,
  filed March 31, 2009

  File No. 0-08707

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 Mr. Douglas Faggioli at the Company, dated April 14,
2009 (the “Comment Letter”), with respect to the Company’s Amendment No. 1
to the Registration Statement on Form 10-12G, filed with the Commission on
March 31, 2009 (the “Form 10-12G”).  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.

As
discussed with the Staff during a telephone conference on April 20, 2009, the
Company intends to file an amended Form 10-12G pending the Staff’s review
and further comment, if any, to the Company’s responses set forth in this
letter.  For the convenience of the Staff,
the Company has included marked changes, where applicable, to the respective
disclosures in this letter in response to the Staff’s comments.

Palo Alto
Philadelphia    Washington    New York
Los Angeles    San Francisco    Miami
Pittsburgh    Princeton    Chicago

Minneapolis
Dallas    Houston    Harrisburg    Irvine
Boston    London    Paris
Brussels    Frankfurt    Beijing
Tokyo

  Securities and Exchange Commission

  April 23, 2009

  Page 2

Amendment No. 1 to Form 10-12G

Explanatory Note, page 1

1.              We note the expanded disclosure
in response to our prior comment 4.
Please also disclose that the Board of Directors made the decision not
to terminate Mr. Faggioli despite the recommendation of the Special
Committee.

The Company intends to
amend the Form 10-12G to more fully describe the circumstances and history
surrounding Mr. Faggioli’s leave of absence as an officer and director of
the Company and his subsequent reappointment to these positions, which reflects
the records of the Board of Directors and describes the decisions made at the
time as set forth in the Board records. The Explanatory Note under the heading “Internal
Investigation” in the Form 10-12G will be amended to read substantially as
follows:

Internal
Investigation

The Company’s failure to file required reports with the SEC related
back to an internal investigation commenced in October 2005 by the Audit
Committee of our Board of Directors (the “Audit Committee”) regarding certain
sales and commission activities involving certain of our foreign operations.
The investigation was subsequently expanded to include other matters related to
our consolidated financial statements. The Audit Committee engaged a nationally
recognized independent law firm to assist in the investigation and the law
firm, in turn, engaged a nationally recognized independent public accounting
firm to provide further assistance (the “Investigative
Team”). The internal investigation was overseen by a special committee (the
“Special Committee”) comprised of one independent member of the Audit Committee
and an outside independent consultant, who later became a director and
independent member of the Audit Committee. On March 15, 2006, the Audit
Committee and the Board of Directors received an oral preliminary report on the
findings of the investigation through that date (the “Preliminary Report”). The
Preliminary Report indicated that the Company had certain internal control weaknesses
and outlined potential violations of law by the Company and related persons,
including potential violations of the books and records, internal controls,
financial reporting, and anti-fraud provisions of the federal securities laws
and potential violations of the anti-bribery provisions of the Foreign Corrupt
Practices Act. These issues are the subject of a pending investigation by the
SEC. The Preliminary Report also included a series of recommendations,
including the termination of certain employees and senior officers. Based on
issues raised in the Preliminary Report, on March 15, 2006, the Audit
Committee determined that the financial statements filed with the SEC in
connection with the following previously issued reports of the Company should not
be relied upon:

  Securities and Exchange
  Commission

  April 23, 2009

  Page 3

(i)                                   Quarterly Reports on Form 10-Q for
each of the first three fiscal quarters of 2005;

(ii)                                Annual Report on Form 10-K for the
fiscal year ended December 31, 2004 (which includes financial statements
as of December 31, 2004 and 2003 and for the fiscal years ended December 31,
2004, 2003 and 2002); and

(iii)                            Quarterly Reports on Form 10-Q for each of the
first three fiscal quarters of 2004, 2003 and 2002.

The Board of Directors
also considered the appropriate actions to be taken with respect to Mr. Douglas
Faggioli.  As described below, KPMG LLP (“KPMG”),
our independent registered public accounting firm at that time, demanded that Mr. Faggioli’s
employment be terminated.  The two
members of the Special Committee supported this recommendation, but after
consideration the Board of Directors determined that, pending the conclusion of
the investigation, Mr. Faggioli should step down as President, Chief
Executive Officer and a director of the Company, but remain an employee. The
Board of Directors was informed that the Investigative Team agreed that the
interim steps regarding Mr. Faggioli were appropriate at that time.

Cash and Cash Equivalents, page 77

2.              Please tell us and disclose the
factors you considered in determining that Venezuela is not a highly
inflationary country.  Address your
consideration of recent trends, including the country’s recent change of its
currency from the bolivar to the bolivar fuerte at a conversion rate of
approximately 1000 to 1 and your inability to exchange your bolivars into U.S.
dollars at the official exchange rate.
In addition, please tell us why you believe it is appropriate to still
translate the financial statement of your Venezuelan subsidiary into U.S.
dollars at the official exchange rate if you are unable to receive that
exchange rate in actuality.  Please refer
to paragraph 25-27 of FAS 57.

Although the government
of Venezuela has converted its currency from the bolivar to the bolivar fuerte,
it has not had an impact on the translation to U.S. dollars.  The change from the bolivar to the bolivar
fuerte converted 1,000 bolivars to 1 bolivar fuerte.  The Company now uses the official exchange
rate of 2.145 bolivar fuertes to the U.S. dollar, which is the equivalent of
the prior exchange rate of 2,145 bolivars to the U.S. dollar.  As a result, the current exchange rate for
bolivar fuertes and the prior year exchange rate for bolivars result in the
same ultimate rate of exchange to U.S. dollars.

The Company has received
permission from the government of Venezuela to convert its bolivars to U.S.
dollars at the official exchange rate.  The
Company has determined that as long as it can continue to receive permission to
convert its Venezuelan bolivar feurtes to U.S.

  Securities and Exchange Commission

  April 23, 2009

  Page 4

dollars at the official
exchange rate, it should continue to use the official rate for translation
purposes and the bolivar fuerte as the functional currency of its subsidiary in
Venezuela.  The official exchange rate
has been consistent since 2005 at 2,145 bolivars (or 2.145 bolivar fuertes as a
result of the conversion in 2008).  In
addition, management continues to monitor the historical inflation rates for Venezuela
(which had a three-year cumulative inflation rate of 84.6% as of December 31,
2008, less than the approximate 100% specified in paragraph 11 of FAS 52, which
is a factor used in determining whether an economy is highly inflationary).  Should inflationary trends and other
pertinent economic factors continue to show indications of increasing inflation,
the Company would further evaluate whether its subsidiary is operating in a
highly inflationary economy in accordance with FAS 52 and EITF Topic D-55, “Determining
a Highly Inflationary Economy under FASB Statement No. 52,” and, if
necessary, begin remeasuring its transactions as if the U.S. dollar was the functional
currency in accordance with FAS 52.  Furthermore,
if the Company determines that it can no longer obtain payment for imported
products or other remittances at this rate, then it would consider converting
its bolivar fuertes to U.S. dollars at market rates, which are significantly
below the official exchange rate.  The
Company will continue to monitor whether the official exchange rate is the
appropriate rate for currency translation for consolidation and reporting
purposes.

The Company intends to amend
the Form 10-12G to describe the discussion above with respect to (i) the
steps necessary to obtain the official exchange rate in order to convert Venezuelan
bolivars to U.S. dollars and associated risks in the event the Company is
unable to obtain the official exchange rate, as well as (ii) the risk that
Venezuela could potentially be considered highly inflationary in future periods.  The applicable disclosures related to cash
and cash equivalents for the Company’s Venezuela operations within the Foreign
Currency Risk section of the Management’s Discussion and Analysis of Financial
Condition and Results of Operations and the corresponding disclosures in the
Notes to the Consolidated Financial Statements will be amended to read
substantially as follows:

The functional currency in highly inflationary economies is the U.S.
dollar and transactions denominated in the local currency are re-measured as if
the functional currency were the U.S. dollar if they are considered material to
the consolidated financial statements. The re-measurement of local currencies
into U.S. dollars creates translation adjustments, which are included in the
consolidated statements of operations. A
country is considered to have a highly inflationary economy if it has a
cumulative inflation rate of approximately 100 percent or more over a three
year period as well as other qualitative factors including historical inflation
rate trends (increasing and decreasing), the capital intensiveness of the
operation, and other pertinent economic factors.  There were no countries considered
to have a highly inflationary economy during 2008, 2007, or 2006.

  Securities and Exchange
  Commission

  April 23, 2009

  Page 5

As of December 31, 2008, we have approximately $3.4 million in
cash denominated in Venezuelan bolivarsbolivar
fuertes. Currency restrictions enacted by the government of Venezuela have
had a negative impact on the ability ofrequire
approval from the government’s currency control organization for our
subsidiary in Venezuela to obtain U.S. dollars at the official exchange rate to
pay for imported products or to repatriate dividends back to the Company.  Our access
to these funds for use within Venezuela is not restricted. The market rate,
which is substantially lower than the official rate, may be used to obtain U.S.
dollars or other currencies without approval of the government’s currency
control organization.  Our Venezuelan
subsidiary continues to expect to convert its bolivarsreceive the official exchange rate to pay for
imported products.  It continues to apply
for and expects to receive approval from the government of Venezuela to convert
its bolivar fuertes into U.S. dollars at the official exchange rate to pay
for imported products orand to
repatriate dividends. As a result, we continue to use the official exchange
rate of 2.15 bolivar fuertes to the U.S.
dollar to translate the financial statements of our Venezuelan subsidiary
into U.S. dollars. Unless the official exchange rate is made more readily
available, however, our subsidiary’s operations could be adversely affected as
it may need to obtain U.S. dollars at less favorable exchange rates from
non-government sources.  During 2008, our Venezuelan subsidiary’s net
sales revenue represented approximately 3.3 percent of consolidated net sales
revenue.  Our Venezuelan subsidiary held
total assets of $11.5 million at December 31, 2008, including $3.4 million
of monetary assets noted above.

Inflation in Venezuela
has continued to increase over the past few years, and it is possible that
Venezuela will be designated a highly inflationary economy during 2009.  If this were to occur, then gains and losses
resulting from the translation of our Venezuelan subsidiary would be recorded
in earnings. If Venezuela is designated as a highly inflationary economy and
there is a devaluation of the official exchange rate, then our earnings would
be negatively impacted. For example, if Venezuela were to be designated as
highly inflationary and there were a devaluation of the official currency of 20
percent, then our pre-tax earnings would be negatively impacted by
approximately $2.3 million based upon the assets held by our Venezuelan
subsidiary.  In addition, revenue and
operating income would be impacted on an ongoing basis as a result of the
devaluation.

In the view of the
foregoing disclosures, the Company also intends to amend the Risk Factor under
the heading “Currency exchange rate fluctuations could lower our revenue and
net income” to read substantially as follows:

In 2008, we recognized approximately 60.3 percent of our revenue in
markets outside the United States, and we recognized 35.9 percent of our
revenue in each market’s respective local currency (other than the U.S.
dollar). We purchase inventory primarily in the United States in U.S. dollars.
In preparing our financial statements, we

  Securities and Exchange
  Commission

  April 23, 2009

  Page 6

translate revenues
and expenses in foreign countries from their local currencies into U.S. dollars
using weighted-average exchange rates. Because a significant portion of our
sales is in foreign countries, exchange rate fluctuations may have a
significant effect on our sales and earnings. Our reported net earnings may be
significantly affected by fluctuations in currency exchange rates, with
earnings generally increasing with a weaker U.S. dollar and decreasing with a
strengthening U.S. dollar. These fluctuations had a generally positive effect on
our revenue in 2008 as compared to 2007. However, during the fourth quarter for
the year ended December 31, 2008, we began to see a decline in our global
net sales of our products of approximately 4.7 percent as result of changes in
global economic conditions in the markets in which our business segments
operate. The decline is primarily driven by strengthening of the U.S. dollar
against most major currencies. In the first fiscal quarter of 2009, we have
experienced a continuing decline in our global net sales as a result of the
U.S. dollar continuing to strengthen against most major currencies, which is a
reversal of the trend for prior years. For instance, the U.S. dollar has
increased approximately 5.7 percent through February 2009 against the
Mexican peso compared to the year ended December 31, 2008 and 33.5 percent
against the Mexican peso compared to the same period last year. If exchange
rates were to change in future periods relative to those experienced

Mail Stop 6010
 April 14, 2009
 Douglas Faggioli President and Chief Executive Officer Nature’s Sunshine Products, Inc. 75 East 1700 South Provo, Utah  84606
Re: Nature’s Sunshine Products, Inc.
 Amendment No. 1 to   Registration Statement on Form 10-12G, filed March 31, 2009  File No. 0-08707

Dear Mr. Faggioli:

We have reviewed your amended filing and have the following comments.  Where
indicated, we think you should revise your documents in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional 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.
Amendment No. 1 to Form 10-12G

Explanatory Note, page 1

1. We note the expanded disclosure in response to our prior comment 4.  Please also disclose that the Board of Directors made the decision not to terminate Mr. Faggioli despite the recommendation of the Special Committee.

Douglas Faggioli
Nature’s Sunshine Products, Inc. April 14, 2009
Page 2
Cash and Cash Equivalents, page 77

2. Please tell us and disclose the factors you considered in determining that Venezuela is not a
highly inflationary country.  Address your consideration of recent trends, including the country’s recent change of its currency from the bolivar to the bolivar fuerte at a conversion rate of approximately 1000 to 1 and your inability to exchange your bolivars into U.S. dollars at the official exchange rate.  In addition, please tell us why you believe it is appropriate to still translate the financial statement of your Venezuelan subsidiary into U.S. dollars at the official exchange rate if you are unable to receive that exchange rate in actuality.  Please refer to paragraph 25-27 of FAS 57.

* * * * *

As appropriate, please amend your filings in response to these comments.  You may wish
to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR under the form type label CORRESP. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
You may contact Dana Hartz at (202) 551- 3648 or Lisa Vanjoske at (202) 551-3614 if
you have questions regarding comments on the financial statements and related matters.  Please contact Sebastian Gomez Abero at (202) 551-3578 or Daniel Greenspan at (202) 551-3623 with any other questions.

        S i n c e r e l y ,              J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r    cc: David A. Sirignano
Morgan, Lewis & Bockius LLP 1111 Pennsylvania Avenue, N.W. Washington, D.C. 20004

CORRESP
1
filename1.htm

Thomas W. Kellerman

Partner

650.843.7550

tkellerman@MorganLewis.com

March 31,
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.

Registration Statement on Form 10-12G, filed February 12, 2009

File No. 0-08707

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 March 11, 2009 (the
"Comment Letter"), with respect to the Company's Registration Statement on Form 10-12G, filed with the Commission on
February 12, 2009 (the "Form 10-12G"). 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 Form 10-12G. Where indicated below, the Company has included changes to the respective disclosures in the
amended Form 10-12G in response to the Staff's comments with page references to the applicable sections of the amended Form 10-12G. For the convenience of the
Staff, we are also sending three (3) marked copies of the amended Form 10-12G under separate cover, which have been marked to show changes from the
Form 10-12G as filed on February 12, 2009.

On
March 20, 2009, the Company filed its Annual Report on Form 10-K for the year ended December 31, 2008. In addition to providing responses to the Staff's comments,
we advise the Staff that the Company has updated its disclosures in the amended Form 10-12G to provide, among other things, the Company's audited financial statements for the year
ended December 31, 2008 and audited financial information as of and for the years ended December 31, 2008, 2007, 2006, 2005 and 2004. All relevant disclosures have been updated
accordingly.

Securities and Exchange Commission

March 31, 2009

Page 2

 General

1.Please note that where we provide examples to illustrate what we mean by our comments, they are examples and not exhaustive lists. If
our comments are applicable to portions of filings that we have not cited as examples, make the appropriate changes in accordance with our comments.

The
Company acknowledges the Staff's comments.

2.Please note that the Form 10 goes effective by lapse of time within 60 days of the date filed pursuant to Exchange Act
Section 12(g)(1). Please be aware that the effectiveness of your Form 10 will commence your periodic reporting obligations under the Exchange Act even if all of our comments have not yet
been resolved.

The
Company acknowledges the Staff's comments.

 Explanatory Note, page 1

3.Please expand your disclosure to describe the "potential violations of law" outlined in the Preliminary
Report.

The
Form 10-12G has been amended to expand the disclosure in the Explanatory Note, under "Internal Investigation," with respect to the "potential violations of law" outlined in the
Preliminary Report.

4.You state that the Preliminary Report recommended the termination of certain employees and senior officers, including the termination
of Mr. Douglas Faggioli. We also note that KPMG's resignation was, in part, due to the fact that the Board of Directors did not terminate Mr. Faggioli. Please expand your disclosure to
describe the reasons why the Board of Directors determined not to terminate Mr. Faggioli despite the recommendation in the Preliminary Report.

The
Form 10-12G has been amended to expand the disclosure in the Explanatory Note, under "Change in Certifying Accountant," regarding the determination made by the Board of
Directors not to terminate Mr. Faggioli despite the recommendation in the Preliminary Report.

 Item 1A. Risk Factors, page 11

5.Please delete the statement that reads "In addition, you should keep in mind that the risks described below are not the only risks
that we face." It is not appropriate to refer to other risks that are not disclosed.

The
Form 10-12G has been amended to remove the above-referenced statement.

 If we are unable to attract and retain independent Distributors..., page 14

6.Please expand your risk factor to quantify the rate of turnover among Distributors.

The
Form 10-12G has been amended to expand the risk factor on page 14 to quantify the rate of turnover among Distributors historically experienced by the Company.

 Changes in key management, page 18

7.The heading for this risk factor does not adequately describe the risk. Please revise the heading
accordingly.

The
Form 10-12G has been amended to revise the heading of the risk factor on page 18 to adequately describe the risk associated with changes in the Company's key management.

Securities and Exchange Commission

March 31, 2009

Page 3

8.Please expand your risk factor to state whether you have employment agreements with your executive officers and whether you carry key
man insurance.

The
Form 10-12G has been amended to expand the risk factor on page 18 to state that the Company has employment agreements with its named executive officers. In addition the
Form 10-12G has been amended to state in the same risk factor that the Company does not carry key man insurance on the lives of its executive officers.

 Item 2. Financial Information

 Selected Financial Data, page 18

9.You do not include the Income Statement Data for the year ended December 31, 2003. If you wish to request a waiver of the
requirement to provide this financial statement information required under Item 301 of Regulation S-K, please submit this request directly to the Office of Chief Accountant
for the Division of Corporation Finance, indicating why you believe this requirement is unreasonable under the circumstances. In addition, please tell us and disclose how you were able to get
comfortable with your year end December 31, 2003 Balance Sheet Data given that you did not restate your 2003 financial information.

Although
the Company did not fully restate its 2003 financial information, the Company's Management did perform a comprehensive review of its accounting policies, practices, and financial records,
including matters identified from the independent investigation, which is disclosed on page 1. The Company used all available information in determining the impact of adjustments identified as
a result of Management's review. The Company therefore believes that the Balance Sheet Data as of December 31, 2003 as set forth in Item 2 of the Form 10-12G is
accurate.

Although
the Company believes that the Balance Sheet Data as of December 31, 2003 is accurate, the Form 10-12G has been amended to update all of the Selected Financial Data
set forth in Item 2, including the Income Statement Data and Balance Sheet Data, to include historical financial data as of and for the year ended December 31, 2008. As a result of
updating the Form 10, we have included updated financial information for 2008 and the Selected Financial Data now includes all required financial data for each of the last five fiscal years
pursuant to Item 301 of Regulation S-K. Therefore, the Company will not need to request a waiver of the requirement with regard to the 2003 Income Statement Data.

 Critical Accounting Policies and Estimates

 Revenue Recognition, page 21

10.Please disclose your policy for sales returns and the amount of any sales return reserve. In addition, please disclose whether the
volume incentive is established at the same time of the product sale, how the amount is calculated and if there have been any changes to the amount of initial incentive
established.

The
Form 10-12G has been amended to disclose the Company's policy for sales returns and the amount of sales return reserves recorded by the Company based on historical experience on
page 22. The Form 10-12G has been further amended to describe when the Company determines volume incentives and how such volume incentives are calculated.

Securities and Exchange Commission

March 31, 2009

Page 4

 Income Taxes. pages 26 and 29

11.Your disclosure merely recites amounts from the rate reconciliation in the notes to the financial statements. Revise the disclosure
to explain the underlying reason for each amount. The disclosure should explain why recognition in the current year was appropriate and why recognition in a prior year was not required. Quantify
amounts related to prior years and tax audits. You should also explain fully why income tax expense was greater than income before income taxes in 2008, 2007 and 2006. The disclosure should allow a
reader to determine which items are continuing and which items are non-recurring.

The
Form 10-12G has been amended to revise the disclosures regarding rate reconciliation beginning on page 27, which now quantifies the amounts, if any, related to prior tax
years and tax audits and provides the underlying reason for each amount. In addition, the revised disclosures illustrate why income tax expense was greater than income before income taxes in 2008,
2007 and 2006.

12.Expand the disclosure to explain why non-income tax contingencies increased the effective income tax rate in
2006.

The
Form 10-12G has been amended to expand the disclosure for the increase to the effective income tax rate in 2006 beginning on page 31.

 Contractual Obligations, page 34

13.Please revise your table of contractual obligations to include your self-insurance liabilities.

The
Form 10-12G has been amended to revise the table of contractual obligations to include the Company's self-insurance liabilities on page 33.

 Internal Control Matters, page 41

14.In accordance with Item 308 of Regulation S-K, please include a management report on your internal control
over financial reporting.

The
Form 10-12G has been amended to include the Company's management report on its internal control over financial reporting beginning on page 40.

 Item 4. Security Ownership of Certain Beneficial Owners and Management, page 46

15.Please update the beneficial ownership table to the latest practicable date.

The
Form 10-12G has been amended to update the beneficial ownership table as of February 28, 2009 on page 49, which the Company believes in good faith to be the latest
practicable date.

 Item 5. Directors and Executive Officers, page 48

16.Supplementally, please confirm that the only family relationship between officers and directors is the relationship between Kristine
F. Hughes and Eugene L. Hughes.

The
Company supplementally confirms to the Staff that Kristine F. Hughes, a founder of the Company and Chairperson of its Board of Directors, and Eugene L. Hughes, a founder of the Company and a
member of its Board of Directors, are married. In addition, Pauline Hughes Francis is the former sister-in-law of Eugene L. Hughes. The Form 10-12G has been
amended to disclose such information on pages 51, 52 and 57.

Securities and Exchange Commission

March 31, 2009

Page 5

 Board Composition and Election, page 50

17.We note that the terms for three of your directors were originally set to expire in 2005, 2006 and 2007. Since you did not hold
annual meetings in those years, please revise your disclosure to indicate whether all of those directors will be up for re-election at the next annual meeting or, in the alternative, when
each of them will be up for re-election. Similarly, please disclose the terms for Messrs. Bowen and Deppe.

The
Form 10-12G has been amended to describe the terms of the Company's directors beginning on pages 51 and 53. The Company currently anticipates holding an annual meeting of
shareholders in 2009.

 Item 6. Executive Compensation, page 51

18.Please disclose the information required by Item 407(e)(4) of Regulation S-K.

The
Form 10-12G has been amended to disclose the information required by Item 407(e)(4) of Regulation S-K on page 57.

 Compensation Discussion and Analysis, page 51

 Compensation Policy for Executive Officers. page 51

19.We note that in setting executive officer compensation, the Compensation Committee and Mr. Faggioli review the Executive
Compensation Report, which compares the company's executive compensation practices against data in compensation surveys, such as Watson Wyatt's Top Management Compensation Survey and Mercer's
Executive Compensation Survey for 2007-8. Please clarify which subset of companies or industries within those compensation surveys were used for comparisons.

The
Company does not rely on a specific subset of companies or industries within the compensation surveys obtained from Watson Wyatt's Top Management Compensation Survey and Mercer's Executive
Compensation Survey to determine the compensation of its executive officers. The Company performs regression analysis on the raw data from the surveys to provide appropriate comparisons based on
company size, which analysis provides an expected level of compensation based on our sales revenue; the data from such analysis is used as the "market" data. The Executive Compensation Report compares
the base pay, bonus and total compensation of the Company's executive officers on an individual basis to the market data. The Form 10-12G has been amended to describe the nature of
the compensation surveys used by the Company for market comparisons of executive officer compensation beginning on page 55.

 Elements of Compensation, page 52

20.You describe how the base salary and incentive compensation of each executive officer are targeted to market rates and that the 2008
base salaries for your officers were approximately 18% below the base salaries of officers at companies in your local market. Please identify the market to which you refer, the parameters used to
define the market and name the companies in your local market used to determine that your officers' 2008 base salaries were 18% lower than market.

In
response to Staff Comment Nos. 19 and 20, the Form 10-12G has been amended to define the market used by the Company to determine compensation of its executive officers
beginning on page 55. The Company has deleted references to any local market since the Company has historically relied on market comparisons based on the compensation surveys to establish
compensation of its executive officers as opposed to any local market.

Securities and Exchange Commission

March 31, 2009

Page 6

21.Please expand your disclosure to identify for each named executive officer the 2008 pre-established performance goals
and whether each of the pre-established performance goals was attained.

After
discussions with the Company, it was determined that the bonuses for the named executive officers (other than Mr. Faggioli) for 2008 were to be awarded at the sole discretion of
Mr. Faggioli
based on overall Company performance and each such officer's individual performance, as he deemed appropriate. No portion of any named executive officer's bonus was tied to the achievement of any
pre-established performance goals. The Form 10-12G has been amended to clarify the nature of the 2008 bonuses, and to briefly describe the factors taken into account by
Mr. Faggioli in awarding the named executive officer bonuses on page 56.

22.Please explain the Compensation Committee's rationale for its incentive compensation award to Mr. Faggioli for 2008 and
discuss how this award reflects the level of performance attained by Mr. Faggioli in relation to the pre-established goals set for him.

After
discussions with the Company, it was determined that the bonus for Mr. Faggioli for 2008 was to be awarded at the sole discretion of the Compensation Committee based on overall Company
performance and Mr. Faggioli's individual performance, as it deemed appropriate. No portion of Mr

Mail Stop 6010   March 11, 2009
Douglas Faggioli President and Chief Executive Officer Nature’s Sunshine Products, Inc. 75 East 1700 South Provo, Utah  84606
Re: Nature’s Sunshine Products, Inc.
 Registration Statement on Form 10-12G, filed February 12, 2009  File No. 0-08707

Dear Mr. Faggioli:

We have reviewed your filing and have the following comments.  Where indicated, we
think you should revise your documents in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional 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.  General

1. Please note that where we provide examples to illustrate what we mean by our comments, they are examples and not exhaustive lists.   If our comments are applicable to portions of the filing that we have not cited as examples, make the appropriate changes in accordance with our comments.

2. Please note that the Form 10 goes effective by lapse of time within 60 days of the date filed pursuant to Exchange Act Section 12(g)(1).  Please be aware that the effectiveness of your Form 10 will commence your periodic reporting obligations under the Exchange Act even if all of our comments have not yet been resolved.
 Explanatory Note, page 1

Douglas Faggioli Nature’s Sunshine Products, Inc.
March 11, 2009 Page 2 of 6
3. Please expand your disclosure to describe the “potential violations of law” outlined in the Preliminary Report.
 4. You state that the Preliminary Report recommended the termination of certain employees and senior officers, including the termination of Mr. Douglas Faggioli.  We also note that KPMG’s resignation was, in part, due to the fact that the Board of Directors did not terminate Mr. Faggioli.  Please expand your disclosure to describe the reasons why the Board of Directors determined not to terminate Mr. Faggioli despite the recommendation in the Preliminary Report.
 Item 1A.  Risk Factors, page 11

5. Please delete the statement that reads “In addition, you should keep in mind that the risks described below are not the only risks that we face.”  It is not appropriate to refer to other risks that are not disclosed.

If we are unable to attract and retain independent Distributors…, page 14

6. Please expand your risk factor to quantify the rate of turnover among Distributors.
 Changes in key management, page 18

7. The heading for this risk factor does not adequately describe the risk.  Please revise the heading accordingly.
 8. Please expand your risk factor to state whether you have employment agreements with your executive officers and whether you carry key man insurance.
 Item 2.  Financial Information

 Selected Financial Data, page 18

9. You do not include the Income Statement Data for the year ended December 31, 2003.  If you wish to request a waiver of the requirement to provide this financial statement information required under Item 301 of Regulation S-K, please submit this request directly to the Office of Chief Accountant for the Division of Corporation Finance,
indicating why you believe this requirement is unreasonable under the circumstances.  In addition, please tell us and disclose how you were able to get comfortable with your year end December 31, 2003 Balance Sheet Data given that you did not restate your 2003 financial information.

Critical Accounting Policies and Estimates

Douglas Faggioli Nature’s Sunshine Products, Inc.
March 11, 2009 Page 3 of 6   Revenue Recognition, page 21

 10. Please disclose your policy for sales returns and the amount of any sales return reserve.  In addition, please disclose whether the volume incentive is established at the same time of the product sale, how the amount is calculated and if there have been any changes to the amount of initial incentive established.

Income Taxes, pages 26 and 29

11. Your disclosure merely recites amounts from the rate reconciliation in the notes to the financial statements.  Revise the disclosure to explain the underlying reason for each amount.  The disclosure should explain why recognition in the current year was appropriate and why recognition in a prior year was not required.  Quantify amounts related to prior years and tax audits.  You should also explain fully why income tax expense was greater than income before income taxes in 2008, 2007 and 2006.  The disclosure should allow a reader to determine which items are continuing and which items are non-recurring.
 12. Expand the disclosure to explain why  non-income  tax contingencies increased the
effective income tax rate in 2006.
 Contractual Obligations, page 34

 13. Please revise your table of contractual obligations to include your self-insurance liabilities.
 Internal Control Matters, page 41

14. In accordance with Item 308 of Regulation S-K, please include a management report on your internal control over financial reporting.
 Item 4.  Security Ownership of Certain Beneficial Owners and Management, page 46

15. Please update the beneficial ownership table to the latest practicable date.
 Item 5.  Directors and Executive Officers, page 48

16. Supplementally, please confirm that the only family relationship between officers and directors is the relationship between Kristine F. Hughes and Eugene L. Hughes.

Douglas Faggioli Nature’s Sunshine Products, Inc.
March 11, 2009 Page 4 of 6  Board Composition and Election, page 50

17. We note that the terms for three of your directors were originally set to expire in 2005, 2006 and 2007.  Since you did not hold annual meetings in those years, please revise your disclosure to indicate whether all of those directors will be up for re-election at the next annual meeting or, in the alternative, when each of them will be up for re-election.  Similarly, please disclose the terms for Messrs. Bowen and Deppe.
 Item 6.  Executive Compensation, page 51

18. Please disclose the information required by Item 407(e)(4) of Regulation S-K.
 Compensation Discussion and Analysis, page 51

 Compensation Policy for Executive Officers, page 51

19. We note that in setting executive officer compensation, the Compensation Committee and Mr. Faggioli review the Executive Compensation Report, which compares the company’s executive compensation practices against data in compensation surveys, such as Watson Wyatt’s Top Management Compensation Survey and Mercer’s Executive Compensation Survey for 2007-8.  Please clarify which subset of companies or industries within those compensation surveys were used for comparisons.

Elements of Compensation, page 52

20. You describe how the base salary and incentive compensation of each executive officer are targeted to market rates and that the 2008 base salaries for your officers were approximately 18% below the base salaries of officers at companies in your local market.  Please identify the market to which you refer, the parameters used to define the market and name the companies in your local market used to determine that your officers’ 2008 base salaries were 18% lower than market.

21. Please expand your disclosure to identify for each named executive officer the 2008 pre-established performance goals and whether each of the pre-established performance goals was attained.

22. Please explain the Compensation Committee’s rationale for its incentive compensation award to Mr. Faggioli for 2008 and discuss how this award reflects the level of performance attained by Mr. Faggioli in relation to the pre-established goals set for him.

23. We note that Mr. Faggioli has sole discretion to increase or decrease bonuses for Messrs. Bunker, DeWyze, Halliday, Jarvis and Yates.  Please disclose whether Mr. Faggioli

Douglas Faggioli Nature’s Sunshine Products, Inc.
March 11, 2009 Page 5 of 6
exercised his discretion to change the 2008 bonus for any of these executives and, if applicable, his rationale for doing so.
 Summary Compensation Table, page 55

24. Please update your summary compensation table to disclose 2008 bonus amounts.
 25. Please disclose for each of your named executive officers the change in nonqualified deferred compensation earnings.  If the change in value is negative, it should be disclosed by footnote but should not be reflected in the total reported in column (j).  See Instruction 3 to Item 402(c)(2)(viii).
 Director Compensation, page 59

26. Please disclose the change in nonqualified deferred compensation earnings for Mr. Hughes.
 27. We note that the total compensation paid to Mses. Hughes and Francis is significantly different from the total compensation paid to Messrs. Bowen and Deppe.  Please expand your disclosure to explain the reason for the differences in the directors’ compensation arrangements.
 Note 8  Income Taxes, page 84

28. Please explain the difference between “foreign taxes” and “foreign tax rate differential” in the reconciliation from the statutory income tax rate to the effective income tax rate.
 Signatures, page 121

29. We note that the conformed signature for the Form 10 reads “Douglas Saggioli.”  Please correct the conformed signature in your amended Form 10 to read “Douglas Faggioli” instead.

* * * * *

As appropriate, please amend your filings in response to these comments.  You may wish
to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR under the form type label CORRESP. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

Douglas Faggioli Nature’s Sunshine Products, Inc. March 11, 2009 Page 6 of 6
   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 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 filing or in response to our comments on your filing.
You may contact Dana Hartz at (202) 551- 3648 or Lisa Vanjoske at (202) 551-3614 if
you have questions regarding comments on the financial statements and related matters.  Please contact Sebastian Gomez Abero at (202) 551-3578 or Daniel Greenspan at (202) 551-3623 with any other questions.

        S i n c e r e l y ,              J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r    cc: David A. Sirignano
Morgan, Lewis & Bockius LLP 1111 Pennsylvania Avenue, N.W. Washington, D.C. 20004

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

       DIVISION OF
CORPORATION FINANCE

MAIL STOP 3628

August 19, 2005

By Facsimile (215) 864-9166 and U.S. Mail

Craig D. Huff Vice President of Finance, Treasurer,
Chief Financial Officer a nd Chief Accounting Officer
Nature’s Sunshine Products, Inc.  75 East 1700 South Provo, Utah 84606

Re:   Nature’s Sunshine Products, Inc.
 Schedule TO-I
Filed on August 5, 2005
 File No. 005-32703

Dear Mr. Huff:

We have the following comments on the above referenced filin g.  Please understand that
the purpose of our review process is to assist you in your compliance with th e applicable disclosure
requirements and to enhance the overall disclosure in your filing.  We lo ok 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.  F eel free to call us at the telephone  number listed at the end of this
letter.
Schedule TO-I
General
1. Please provide a brief statement as to the acc ounting treatment of the transaction.  To the
extent that you believe that this disclosu re is not material, please advise.  See  Item
1004(a)(1)(xi) of Regulation M-A.

Craig D. Huff
Nature’s Sunshine Products, Inc.
August 19, 2005 Page 2
Offer to Purchase
 Forward Looking Statements, page 6

2. Refer to the last sentence in this section. This disclaimer of  any obligation to update forward-
looking statements appears to be inconsistent with your obligati on under Rules 13e-4(c)(3)
and 13e-4(e)(3) to amend the Schedule to re flect material changes in the information
previously disclosed.  Please revise.

Section 7.  Conditions of the Offer, page 21

3. A tender offer may be conditioned on a variety of events and circumstances, provided that they are not within the direct or indirect control of the bidder and are drafted with sufficient
specificity to allow security holders to object ivity verify whether the conditions have been
satisfied.  Please generally revise to narro w your conditions.  For example, but without
limitation, some of your conditions refer to “threa tened” actions and other conditions refer to
actions and events that “may” or “might” o ccur.   These conditions appear to contain
excessive subjective elements and should be revised accordingly.
Letter of Transmittal
4. We note your request that the security holder acknowledge that they “understand” certain
terms the Offer.  It is not appropriate to require security holders to attest to the fact that they
“understand” the terms of the offer as such lang uage may effectively operate as a waiver of
liability.  Please delete this a nd other similar language throu ghout these materials.  To the
extent that you have already circulated the Le tter of Transmittal to security holders, please
confirm that you will not utilize the referenced la nguage set forth in this form as a waiver of
liability against secu rity holders.
Closing

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.  Since the issu er is in possession of all facts relating to its
disclosure, it is responsible for the accuracy a nd adequacy of the disclosures it has made.

 In connection with responding to our comme nts, please provide, in writing, a statement
from Nature’s Sunshine acknowledging that:

‚ the issuer is responsible for the adequacy and accuracy of the disclosure in the filings;

Craig D. Huff
Nature’s Sunshine Products, Inc.
August 19, 2005 Page 3
‚ staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose th e Commission from taking any action with
respect to the filing; and
‚ the issuer may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

As appropriate, please amend your document in response to these comments.  You may
wish to provide us with marked copies of the amendment, if required, to expedite our review.
Please furnish a cover letter with  your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.

Please file your cover letter  on EDGAR.  Please understand that we may have additional
comments after reviewing your amendment and responses to our comments.  In addition,
depending upon your response to these comments, a supplement may need to be sent to security holders.

Please direct any questions to me at ( 202) 551-3456.  You may also contact me via
facsimile at (202) 772-9203.

                              Very truly yours,

                                 Jeffrey B. Werbitt
       A t t o r n e y - A d v i s o r
       Office of Mergers & Acquisitions

cc:  Justin P. Klein
Ballard Spahr Andrews & Ingersoll, LLP 1735 Market Street, 51
st Floor
Philadelphia, Pennsylvania 19103

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

November 4, 2004

VIA FACSIMILE (215) 864-8999 and U.S. MAIL
Justin P. Klein, Esq.
Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103-7599

Re:  	Nature`s Sunshine Products, Inc.
      Schedule TO filed October 27, 2004
File No. 005-32703

Dear Mr. Klein:

      We have the following comments on the above-referenced
filing.

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.

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.

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.

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).

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.
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.

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.

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).

      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
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 filing or in
response to our comments on your filing.

Closing Information

      Please amend your filing promptly to comply with our
comments.
If you do not agree with a comment, then tell us why in your
response.  If the information you provide in response to our
comments
materially changes the information that you have already provided
to
security holders, disseminate the revised materials in a manner
reasonably calculated to inform them of the new information.

      Direct any questions to me at (202) 942-2903.  You may also
contact me via facsimile at (202) 942-9638.  Please send all
correspondence to us at the following ZIP code:  20549-0303.

								Very truly yours,

      							Celeste M. Murphy
      							Attorney Advisor
      Office of Mergers and Acquisitions

??

??

??

??

Justin P. Klein, Esq.
November 4, 2004
Page 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

[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