<PAGE>

    As filed with the Securities and Exchange Commission on April 10, 1998
 
                                                      Registration No. 333-_____
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ----------------------

                                   Form S-8
                            REGISTRATION STATEMENT
                       Under the Securities Act of 1933
                            ----------------------

                    NUTRACEUTICAL INTERNATIONAL CORPORATION
            (Exact name of registrant as specified in its charter)
                            ----------------------

          Delaware                                            87-0515089
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)
 
 
    1400 Kearns Boulevard, 2nd Floor                             84060
            Park City, Utah                                    (Zip Code)
(Address of Principal Executive Offices)    


NUTRACEUTICAL INTERNATIONAL CORPORATION EMPLOYEE STOCK DISCOUNT PURCHASE PLAN
                           (Full Title of the Plan)

                            Stanley E. Soper, Esq.
                         Vice President Legal Affairs
                    Nutraceutical International Corporation
                       1400 Kearns Boulevard, 2nd Floor
                            Park City, Utah  84060
                                (435) 655-6000

 (Name, address including zip code, and telephone number, including area code,
  of Agent for Service)

                                   Copy to:
                                   ------- 

                           Mark B. Tresnowski, Esq.
                               Kirkland & Ellis
                            200 East Randolph Drive
                            Chicago, Illinois 60601
                                (312) 861-2000


                        CALCULATION OF REGISTRATION FEE
<TABLE> 
<CAPTION> 

<S>                         <C>               <C>                    <C>                  <C> 
                                                 Proposed maximum      Proposed maximum      Amount of
Title of securities to be    Amount to be       offering price per    aggregate offering    registration
       registered             registered              share                   price             fee
 
 
Common Stock, par value
 $0.01 per share             750,000 shares        $21.875 (1)          $16,406,250         $4,839.84
 
 
Interests in the Employee
 Stock Discount Purchase         (2)                  (2)                   (2)                (3)
 Plan
</TABLE> 
 
/(1)/  Estimated pursuant to Rule 457(c) and (h), solely for purposes of
       calculating amount of registration fee, based upon the average of the
       high and low prices reported on April 7, 1998, as reported on the Nasdaq
       National Market.

/(2)/  Pursuant to Rule 416(c) under the Securities Act of 1933, this
       Registration Statement covers an indeterminate amount of interests to be
       offered or sold pursuant to the employee benefit plan described herein.

/(3)/  Pursuant to Rule 457(h)(2) under the Securities Act of 1933, no separate
       registration fee is required with respect to the plan interests being
       registered hereby.
================================================================================
<PAGE>
 
                                     PART I
               INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
Item 1.  Plan Information.
         The documents containing the information specified in Part I, Items 1
         and 2, will be delivered in accordance with Rule 428(b)(1) of the
         Securities Act of 1933, as amended ("Securities Act"). Such documents
         are not required to be, and are not, filed with the Securities and
         Exchange Commission ("Commission") either as part of this Registration
         Statement or as prospectuses or prospectus supplements pursuant to Rule
         424. These documents, and the documents incorporated by reference in
         this Registration Statement pursuant to Item 3 of Part II of this Form
         S-8, taken together, constitute a prospectus that meets the
         requirements of Section 10(a) of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information. 
         Upon written or oral request, any of the documents incorporated by
         reference in Item 3 of Part II of this Registration Statement (which
         documents are incorporated by reference in the Section 10(a)
         Prospectus), other documents required to be delivered to eligible
         employees pursuant to Rule 428(b) or additional information about the
         Nutraceutical International Corporation Employee Stock Discount
         Purchase Plan (the "Plan") are available without charge by contacting:

               Stanley E. Soper
               Vice President, Legal Affairs
               Nutraceutical International Corporation
               1400 Kearns Boulevard, 2nd Floor
               Park City, Utah  84060
               (435) 655-6000

                                      -2-
<PAGE>
 
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference. The following
documents, which have been filed by Nutraceutical International Corporation (the
"Corporation") or the Plan with the Commission, are incorporated in this
Registration Statement by reference:

          (a) The Corporation's Prospectus, dated February 19, 1998, filed
     pursuant to Rule 424(b) of the Securities Act, which relates to the
     Corporation's Registration Statement on Form S-1 (Registration File No.
     333-41909).

          (b) The description of the Corporation's Common Stock, par value $.01
     per share (the "Common Stock") contained in Item 1 of the Corporation's
     Registration Statement on Form 8-A, filed with the Commission pursuant to
     Section 12 of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), on January 21, 1997.

          (c) All reports and other documents subsequently filed by the
     Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
     Act, prior to the filing of a post-effective amendment which indicates that
     all securities offered hereby have been sold or which deregisters all
     securities then remaining unsold, shall be deemed to be incorporated by
     reference herein and to be a part hereof from the date of the filing of
     such reports and documents.

     All reports and other documents subsequently filed by the Corporation and
the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
("Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of the filing of such
documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities. Not Applicable.

Item 5. Interests of Named Experts and Counsel. The validity of the Common
Stock to be issued under the Plan will be passed upon for the Corporation by
Kirkland & Ellis, Chicago, Illinois (a partnership which includes professional
corporations). James L. Learner, a partner of Kirkland & Ellis, owns 17,125
shares of Common Stock.

Item 6. Indemnification of Directors and Officers. Section 102(b)(7) of the
Delaware General Corporation Law (the "DGCL") permits a corporation to provide
in its certificate of incorporation that a director of the corporation shall not
be personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
transaction from which the director derives an improper personal benefit, (ii)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (iii) for improper payment of dividends or
redemptions of shares or (iv) for any breach of a director's duty of loyalty to
the company or its stockholders. Article X, Part A, of the Corporation's Amended
and Restated Certificate of Incorporation (the "Restated Certificate") includes
such a provision.

The Corporation's Restated Certificate provides that each person who was or is
made a party or is threatened to be made a party to or is otherwise involved
(including involvement as a witness) in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding"), by reason of
the fact that he or she is or was a Director or officer of the Corporation or,
while a Director or officer of the Corporation, is or was serving at the request
of the Corporation as a Director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (an "indemnitee"),
whether the basis of such proceeding is alleged action in an official capacity
as a Director or officer or in any other capacity while serving as a Director or
officer, will be indemnified and held harmless by the Corporation to the fullest
extent authorized by the DGCL, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights then permitted
prior thereto), against 

                                      -3-
<PAGE>
 
all expense, liability and loss (including attorneys' fees, judgment, fines,
excise taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith and such indemnification
will continue as to an indemnitee who has ceased to be a Director, officer,
employee or agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators under the Restated Certificate. This right of
indemnification is a contractual right and includes the obligation of the
Corporation to pay the expenses incurred in defending any such proceeding in
advance of its final disposition (an "advance of expenses"); provided, however,
that, if and to the extent that the DGCL requires, an advance of expenses
incurred by indemnitee in his or her capacity as a Director of officer (and not
in any other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) will be made
only upon delivery to the Corporation of an undertaking (an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it will
ultimately be determined by final judicial decision from which there is no
further right to appeal (a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses. The Corporation may, by action of
its Board of Directors, provide indemnification to employees and agents of the
Corporation with the same or lesser scope and effect as the foregoing
indemnification of Directors and officers.

The Corporation has entered into indemnification agreements with its current
Directors and executives officers substantially in the form previously filed
with the Commission by the Corporation and anticipates entering into such
agreements in the future with any new Director or executive officer.

Item 7. Exemption from Registration Claimed. Not applicable.

Item 8. Exhibits. An Exhibit index is located at page 10.

        Number                        Description
        ------                        -----------
         3.1  Form of Amended and Restated Certificate of Incorporation of the
              Corporation, incorporated by reference to Exhibit 3.1 of the
              Corporation's Registration Statement on Form S-1 (Registration
              File No. 333-41909).

         3.2  Form of Bylaws of the Corporation, incorporated by reference to
              Exhibit 3.2 of the Corporation's Registration Statement on Form S-
              1 (Registration File No. 333-41909).

         4.1  Form of certificate representing shares of Common Stock, $0.01 par
              value per share, incorporated by reference to Exhibit 4.1 of the
              Corporation's Registration Statement on Form S-1 (Registration
              File No. 333-41909).

         5.1  Opinion of Kirkland & Ellis with respect to the legality of the
              shares of the Common Stock being registered hereby.

         23.1 Consent of Price Waterhouse LLP.

         23.2 Consent of Kirkland & Ellis (included in Exhibit 5.1).

Item 9.   Undertakings.

              (a) The undersigned Registrant hereby undertakes (1) to file,
     during any period in which offers or sales are being made, a post-effective
     amendment to this Registration Statement (i) to include any prospectus
     required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities
     Act"); (ii) to reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or most recent post-
     effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     Registration Statement; and (iii) to include any material information with
     respect to the plan of distribution not previously disclosed in this
     Registration Statement or any material change to such information in this
     Registration Statement; provided, however, that paragraphs (a)(1)(i) and
     (a)(1)(ii) do not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in periodic
     reports filed with or furnished to the Commission by the Registrant
     pursuant to Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in the Registration Statement, (2) that, for the
     purpose of determining any liability under the Securities Act, each such
     post-effective amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof; and (3) to remove from registration by means

                                      -4-
<PAGE>
 
     of a post-effective amendment any of the securities being registered which
     remain unsold at the termination of the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in the Registration Statement shall be deemed to
     be a new registration statement relating to the securities offered herein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Registrant pursuant to the foregoing provisions, or
     otherwise, the Registrant has been advised that in the opinion of the
     Commission such indemnification is against public policy as expressed in
     the Securities Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.

                                      -5-
<PAGE>
 
                                  SIGNATURES
                                  ----------

     Pursuant to the requirements of the Securities Act of 1933, the Corporation
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Park City, State of Utah, on March 31, 1998.


                                 NUTRACEUTICAL INTERNATIONAL CORPORATION


                                 By   /s/ Frank W. Gay II
                                    ---------------------------------------
                                    Frank W. Gay II, Chairman of the Board
                                    and Chief Executive Officer

 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 31, 1998.

Signature                     Title
---------                     -----
 
 /s/ Frank W. Gay II          Director, Chairman of the
------------------------       Board and Chief 
Frank W. Gay II                Executive Officer
              
                                   
 /s/ Bruce R. Hough           Director and President
------------------------
Bruce R. Hough
 
 /s/ Jeffrey A. Hinrichs      Director, Chief Operating
------------------------       Officer and Executive
Jeffrey A. Hinrichs             Vice President         
                                 
 /s/ Leslie M. Brown          Senior Vice President,
------------------------       Finance and Chief
Leslie M. Brown, Jr.           Financial Officer          
                                 
 /s/ Robert C. Gay            Director
------------------------       
Robert C. Gay

 /s/ Geoffrey S. Rehnert      Director                         
-----------------------
Geoffrey S. Rehnert

 /s/ Matthew S. Levin         Director                         
-----------------------
Matthew S. Levin

                                      -6-
<PAGE>
 
     Pursuant to the requirements of the Securities Act, the Nutraceutical
International Corporation Employee Stock Discount Purchase Plan has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Park City, State of Utah, on March 31,
1998.

                              NUTRACEUTICAL INTERNATIONAL
                              CORPORATION EMPLOYEE STOCK
                              DISCOUNT PURCHASE PLAN



                              By: /s/ Clyde Robins
                                 ----------------------------------
                                 Clyde Robins, Vice President of Human Resources

                                      -7-
<PAGE>
 
                                EXHIBIT INDEX

Exhibit 
Number   Description
 
3.1      Form of Amended and Restated Certificate of Incorporation of the
         Corporation, incorporated by reference to Exhibit 3.1 of the
         Corporation's Registration Statement on Form S-1 (Registration File No.
         333-41909).
   
3.2      Form of Bylaws of the Corporation, incorporated by reference to Exhibit
         3.2 of the Corporation's Registration Statement on Form S-1
         (Registration File No. 333-41909).
       
       
4.1      Form of certificate representing shares of Common Stock, $0.01 par
         value per share, incorporated by reference to Exhibit 4.1 of the
         Corporation's Registration Statement on Form S-1 (Registration File No.
         333-41909).
   
5.1      Opinion of Kirkland & Ellis with respect to the legality of the Shares
         of the Common Stock being registered hereby.

23.1     Consent of Price Waterhouse LLP.

23.2     Consent of Kirkland & Ellis (included in Exhibit 5.1).

                                      -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 PURCHASE PLAN", "secsgml_size_bytes": 21310}]
{"company-data": {"conformed-name": "NUTRACEUTICAL INTERNATIONAL CORP", "cik": "0001050007", "assigned-sic": "2833", "irs-number": "870515089", "state-of-incorporation": "DE", "fiscal-year-end": "0830"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49885", "film-number": "98591543"}, "business-address": {"street1": "1400 KEARNS BOULEVARD", "street2": "2ND FLOOR", "city": "PARK CITY", "state": "UT", "zip": "84060", "phone": "8016566000"}, "mail-address": {"street1": "1400 KEARNS BOULEVARD", "street2": "2ND FLOOR", "city": "PARK CITY", "state": "UT", "zip": "84060"}}
As filed with the Securities and Exchange Commission on April 10, 1998
 
                                                      Registration No. 333-_____
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ----------------------

                                   Form S-8
                            REGISTRATION STATEMENT
                       Under the Securities Act of 1933
                            ----------------------

                    NUTRACEUTICAL INTERNATIONAL CORPORATION
            (Exact name of registrant as specified in its charter)
                            ----------------------

          Delaware                                            87-0515089
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)
 
 
    1400 Kearns Boulevard, 2nd Floor                             84060
            Park City, Utah                                    (Zip Code)
(Address of Principal Executive Offices)    

NUTRACEUTICAL INTERNATIONAL CORPORATION EMPLOYEE STOCK DISCOUNT PURCHASE PLAN
                           (Full Title of the Plan)

                            Stanley E. Soper, Esq.
                         Vice President Legal Affairs
                    Nutraceutical International Corporation
                       1400 Kearns Boulevard, 2nd Floor
                            Park City, Utah  84060
                                (435) 655-6000

 (Name, address including zip code, and telephone number, including area code,
  of Agent for Service)

                                   Copy to:
                                   ------- 

                           Mark B. Tresnowski, Esq.
                               Kirkland & Ellis
                            200 East Randolph Drive
                            Chicago, Illinois 60601
                                (312) 861-2000

                        CALCULATION OF REGISTRATION FEE
Proposed maximum      Proposed maximum      Amount of
Title of securities to be    Amount to be       offering price per    aggregate offering    registration
       registered             registered              share                   price             fee
 
 
Common Stock, par value
 $0.01 per share             750,000 shares        $21.875 (1)          $16,406,250         $4,839.84
 
 
Interests in the Employee
 Stock Discount Purchase         (2)                  (2)                   (2)                (3)
 Plan
/(1)/  Estimated pursuant to Rule 457(c) and (h), solely for purposes of
       calculating amount of registration fee, based upon the average of the
       high and low prices reported on April 7, 1998, as reported on the Nasdaq
       National Market.

/(2)/  Pursuant to Rule 416(c) under the Securities Act of 1933, this
       Registration Statement covers an indeterminate amount of interests to be
       offered or sold pursuant to the employee benefit plan described herein.

/(3)/  Pursuant to Rule 457(h)(2) under the Securities Act of 1933, no separate
       registration fee is required with respect to the plan interests being
       registered hereby.
================================================================================
PART I
               INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
Item 1.  Plan Information.
         The documents containing the information specified in Part I, Items 1
         and 2, will be delivered in accordance with Rule 428(b)(1) of the
         Securities Act of 1933, as amended ("Securities Act"). Such documents
         are not required to be, and are not, filed with the Securities and
         Exchange Commission ("Commission") either as part of this Registration
         Statement or as prospectuses or prospectus supplements pursuant to Rule
         424. These documents, and the documents incorporated by reference in
         this Registration Statement pursuant to Item 3 of Part II of this Form
         S-8, taken together, constitute a prospectus that meets the
         requirements of Section 10(a) of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information. 
         Upon written or oral request, any of the documents incorporated by
         reference in Item 3 of Part II of this Registration Statement (which
         documents are incorporated by reference in the Section 10(a)
         Prospectus), other documents required to be delivered to eligible
         employees pursuant to Rule 428(b) or additional information about the
         Nutraceutical International Corporation Employee Stock Discount
         Purchase Plan (the "Plan") are available without charge by contacting:

               Stanley E. Soper
               Vice President, Legal Affairs
               Nutraceutical International Corporation
               1400 Kearns Boulevard, 2nd Floor
               Park City, Utah  84060
               (435) 655-6000

                                      -2-
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference. The following
documents, which have been filed by Nutraceutical International Corporation (the
"Corporation") or the Plan with the Commission, are incorporated in this
Registration Statement by reference:

          (a) The Corporation's Prospectus, dated February 19, 1998, filed
     pursuant to Rule 424(b) of the Securities Act, which relates to the
     Corporation's Registration Statement on Form S-1 (Registration File No.
     333-41909).

          (b) The description of the Corporation's Common Stock, par value $.01
     per share (the "Common Stock") contained in Item 1 of the Corporation's
     Registration Statement on Form 8-A, filed with the Commission pursuant to
     Section 12 of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), on January 21, 1997.

          (c) All reports and other documents subsequently filed by the
     Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
     Act, prior to the filing of a post-effective amendment which indicates that
     all securities offered hereby have been sold or which deregisters all
     securities then remaining unsold, shall be deemed to be incorporated by
     reference herein and to be a part hereof from the date of the filing of
     such reports and documents.

     All reports and other documents subsequently filed by the Corporation and
the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
("Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of the filing of such
documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities. Not Applicable.

Item 5. Interests of Named Experts and Counsel. The validity of the Common
Stock to be issued under the Plan will be passed upon for the Corporation by
Kirkland & Ellis, Chicago, Illinois (a partnership which includes professional
corporations). James L. Learner, a partner of Kirkland & Ellis, owns 17,125
shares of Common Stock.

Item 6. Indemnification of Directors and Officers. Section 102(b)(7) of the
Delaware General Corporation Law (the "DGCL") permits a corporation to provide
in its certificate of incorporation that a director of the corporation shall not
be personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
transaction from which the director derives an improper personal benefit, (ii)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (iii) for improper payment of dividends or
redemptions of shares or (iv) for any breach of a director's duty of loyalty to
the company or its stockholders. Article X, Part A, of the Corporation's Amended
and Restated Certificate of Incorporation (the "Restated Certificate") includes
such a provision.

The Corporation's Restated Certificate provides that each person who was or is
made a party or is threatened to be made a party to or is otherwise involved
(including involvement as a witness) in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding"), by reason of
the fact that he or she is or was a Director or officer of the Corporation or,
while a Director or officer of the Corporation, is or was serving at the request
of the Corporation as a Director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (an "indemnitee"),
whether the basis of such proceeding is alleged action in an official capacity
as a Director or officer or in any other capacity while serving as a Director or
officer, will be indemnified and held harmless by the Corporation to the fullest
extent authorized by the DGCL, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights then permitted
prior thereto), against 

                                      -3-
all expense, liability and loss (including attorneys' fees, judgment, fines,
excise taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith and such indemnification
will continue as to an indemnitee who has ceased to be a Director, officer,
employee or agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators under the Restated Certificate. This right of
indemnification is a contractual right and includes the obligation of the
Corporation to pay the expenses incurred in defending any such proceeding in
advance of its final disposition (an "advance of expenses"); provided, however,
that, if and to the extent that the DGCL requires, an advance of expenses
incurred by indemnitee in his or her capacity as a Director of officer (and not
in any other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) will be made
only upon delivery to the Corporation of an undertaking (an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it will
ultimately be determined by final judicial decision from which there is no
further right to appeal (a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses. The Corporation may, by action of
its Board of Directors, provide indemnification to employees and agents of the
Corporation with the same or lesser scope and effect as the foregoing
indemnification of Directors and officers.

The Corporation has entered into indemnification agreements with its current
Directors and executives officers substantially in the form previously filed
with the Commission by the Corporation and anticipates entering into such
agreements in the future with any new Director or executive officer.

Item 7. Exemption from Registration Claimed. Not applicable.

Item 8. Exhibits. An Exhibit index is located at page 10.

        Number                        Description
        ------                        -----------
         3.1  Form of Amended and Restated Certificate of Incorporation of the
              Corporation, incorporated by reference to Exhibit 3.1 of the
              Corporation's Registration Statement on Form S-1 (Registration
              File No. 333-41909).

         3.2  Form of Bylaws of the Corporation, incorporated by reference to
              Exhibit 3.2 of the Corporation's Registration Statement on Form S-
              1 (Registration File No. 333-41909).

         4.1  Form of certificate representing shares of Common Stock, $0.01 par
              value per share, incorporated by reference to Exhibit 4.1 of the
              Corporation's Registration Statement on Form S-1 (Registration
              File No. 333-41909).

         5.1  Opinion of Kirkland & Ellis with respect to the legality of the
              shares of the Common Stock being registered hereby.

         23.1 Consent of Price Waterhouse LLP.

         23.2 Consent of Kirkland & Ellis (included in Exhibit 5.1).

Item 9.   Undertakings.

              (a) The undersigned Registrant hereby undertakes (1) to file,
     during any period in which offers or sales are being made, a post-effective
     amendment to this Registration Statement (i) to include any prospectus
     required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities
     Act"); (ii) to reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or most recent post-
     effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     Registration Statement; and (iii) to include any material information with
     respect to the plan of distribution not previously disclosed in this
     Registration Statement or any material change to such information in this
     Registration Statement; provided, however, that paragraphs (a)(1)(i) and
     (a)(1)(ii) do not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in periodic
     reports filed with or furnished to the Commission by the Registrant
     pursuant to Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in the Registration Statement, (2) that, for the
     purpose of determining any liability under the Securities Act, each such
     post-effective amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof; and (3) to remove from registration by means

                                      -4-
of a post-effective amendment any of the securities being registered which
     remain unsold at the termination of the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in the Registration Statement shall be deemed to
     be a new registration statement relating to the securities offered herein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Registrant pursuant to the foregoing provisions, or
     otherwise, the Registrant has been advised that in the opinion of the
     Commission such indemnification is against public policy as expressed in
     the Securities Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.

                                      -5-
SIGNATURES
                                  ----------

     Pursuant to the requirements of the Securities Act of 1933, the Corporation
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Park City, State of Utah, on March 31, 1998.

                                 NUTRACEUTICAL INTERNATIONAL CORPORATION

                                 By   /s/ Frank W. Gay II
                                    ---------------------------------------
                                    Frank W. Gay II, Chairman of the Board
                                    and Chief Executive Officer

 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 31, 1998.

Signature                     Title
---------                     -----
 
 /s/ Frank W. Gay II          Director, Chairman of the
------------------------       Board and Chief 
Frank W. Gay II                Executive Officer
              
                                   
 /s/ Bruce R. Hough           Director and President
------------------------
Bruce R. Hough
 
 /s/ Jeffrey A. Hinrichs      Director, Chief Operating
------------------------       Officer and Executive
Jeffrey A. Hinrichs             Vice President         
                                 
 /s/ Leslie M. Brown          Senior Vice President,
------------------------       Finance and Chief
Leslie M. Brown, Jr.           Financial Officer          
                                 
 /s/ Robert C. Gay            Director
------------------------       
Robert C. Gay

 /s/ Geoffrey S. Rehnert      Director                         
-----------------------
Geoffrey S. Rehnert

 /s/ Matthew S. Levin         Director                         
-----------------------
Matthew S. Levin

                                      -6-
Pursuant to the requirements of the Securities Act, the Nutraceutical
International Corporation Employee Stock Discount Purchase Plan has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Park City, State of Utah, on March 31,
1998.

                              NUTRACEUTICAL INTERNATIONAL
                              CORPORATION EMPLOYEE STOCK
                              DISCOUNT PURCHASE PLAN

                              By: /s/ Clyde Robins
                                 ----------------------------------
                                 Clyde Robins, Vice President of Human Resources

                                      -7-
EXHIBIT INDEX

Exhibit 
Number   Description
 
3.1      Form of Amended and Restated Certificate of Incorporation of the
         Corporation, incorporated by reference to Exhibit 3.1 of the
         Corporation's Registration Statement on Form S-1 (Registration File No.
         333-41909).
   
3.2      Form of Bylaws of the Corporation, incorporated by reference to Exhibit
         3.2 of the Corporation's Registration Statement on Form S-1
         (Registration File No. 333-41909).
       
       
4.1      Form of certificate representing shares of Common Stock, $0.01 par
         value per share, incorporated by reference to Exhibit 4.1 of the
         Corporation's Registration Statement on Form S-1 (Registration File No.
         333-41909).
   
5.1      Opinion of Kirkland & Ellis with respect to the legality of the Shares
         of the Common Stock being registered hereby.

23.1     Consent of Price Waterhouse LLP.

23.2     Consent of Kirkland & Ellis (included in Exhibit 5.1).

                                      -8-