<PAGE>

      As filed with the Securities and Exchange Commission on May 22, 1995

                                                 Registration No. 33-
                                                                     -----------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           --------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                           --------------------------

                        NATURE'S SUNSHINE PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

              UTAH                                     87-0327982
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                     Identification No.)

                                 75 East 1700 South
                                PROVO, UTAH 84605-9005
                      (Address of Principal Executive Offices)

                           --------------------------

           NATURE'S SUNSHINE PRODUCTS, INC. TAX DEFERRED RETIREMENT PLAN
                              (Full title of the plan)

                                  BRENT F. ASHWORTH
                          Nature's Sunshine Products, Inc.
                                 75 East 1700 South
                               PROVO, UTAH  84606-7319
                       (Name and address of agent for service)

                                  (801) 342-4300
            (Telephone number, including area code, of agent for service)

                         Copies to: BRENT CHRISTENSEN, ESQ.
                        Van Cott, Bagley, Cornwall & McCarthy
                          50 South Main Street, Suite 1600
                             Salt Lake City, Utah 84144
                                   (801) 532-3333


                          CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

    Title of                    Proposed
  Securities                     Maximum        Proposed Maximum     Amount of
    to be      Amount to be   Offering Price       Aggregate        Registration
  Registered   Registered(1)   Per Share(2)     Offering Price(2)      Fee(2)
  ----------    -----------    -----------      ----------------       -----
<S>           <C>             <C>               <C>                 <C>
Common Stock  750,000 Shares     $12.88            $9,656,250        $3,329.74
(no par value)


<FN>

-----------------------
     (1)In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein.

     (2)Estimeated pursuant to Rule 457(c) and (h), on the basis of the average
of the high and low prices of the registrant's Common Stock as reported by the
NASDAQ National Market System on May 16, 1995, a date within five business days
prior to the date of filing of this Registration Statement.

</TABLE>

<PAGE>

                                    PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.    PLAN INFORMATION.

        The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Securities and Exchange Commission Rule 428(b)(1).  Such
documents need not be filed with the Securities and Exchange 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 hereof, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933.

ITEM 2.    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

        See response to Item 1. above.


                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents heretofore filed by the registrant with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934 (File No 0-8707) are incorporated herein by reference:

        (a)  The registrant's latest Annual Report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act");

        (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant's
document referred to in subparagraph (a), above;

        (c)  Description of the registrant's Common Stock contained in the
registration statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such information; and

        (d)  All 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 have been
sold or which deregistered all securities then remaining unsold, shall be deemed


                                        2
<PAGE>

to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.

Any statement contained herein or in a document, all or a portion of which is
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 such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.    INTEREST OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

Item 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 16-10a-841 of the Utah Revised Business Corporation Act (UTAH
CODE Section 16-10a-901 et seq.) (the "Utah Corporations Law") allows a Utah
corporation to provide in its articles of incorporation or by shareholder
resolution or in its bylaws for the elimination or limitation of personal
liability of a director to the corporation or to its shareholders for monetary
damages for any action or omission, as a director, except (i) liability for and
financial benefit received by a director to which he was not entitled, (ii)
intentional infliction of harm on the corporation or the shareholders, (iii) an
unlawful distribution to shareholders in violation of Utah Corporations Law, and
(iv) intentional violation of criminal law.

        Part 9 of the Utah Corporations Law provides for discretionary and
mandatory indemnification of directors in certain circumstances.  Section
16-10a-902 empowers a corporation to indemnify a director, against liability if
his conduct was in good faith, he reasonably believed that his conduct was not
opposed to the corporation's best interest and in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful.  A
corporation may not indemnify a director under Section 16-10a-902 if the
director was adjudged liable to the corporation for deriving an improper
personal benefit.  A director may apply to a court of competent jurisdiction to
compel mandatory indemnification by the corporation and the court may also order
the corporation to pay the director's reasonable expenses incurred to obtain the
court ordered indemnification.  All indemnification is limited to reasonable
expenses only.

        Section 16-10a-903 requires that, unless limited by the articles of
incorporation, a corporation must indemnify a director who was successful in the
defense of any proceeding, claim, issue


                                        3

<PAGE>

or matter in a proceeding, to which he was a party because he is or was a
director.  Such indemnification is limited to reasonable expenses incurred and
limited to the extent of his success in the proceeding or claim.

        Under Section 16-10a-904 a corporation may pay for or reimburse the
reasonable expenses incurred by a director in advance of final disposition of
the proceeding if the director furnishes the corporation a written affirmation
of his good faith belief that he has met the applicable standard of conduct,
provides a written undertaking personally binding him to pay the advance if it
is ultimately determined that he did not meet the standard of conduct, and a
determination is made that the facts then known to those making a determination
would not preclude indemnification.  The director's undertaking need not be
secured and may be accepted without reference to financial ability to make
repayment.

        Section 16-10a-906 prohibits a corporation from making any discretionary
indemnification, payment or reimbursement of expenses in advance of a
determination of a director's liability unless a determination has been made
that the director has met the applicable standard of conduct.  Such
determination must be made as follows:  (1) by a majority vote of a quorum of
the board of directors who are not parties to the proceeding; (2) if a quorum
cannot be obtained as contemplated by (1), above, by a majority vote of a
committee of two or more members of the board of directors who are not parties
to the proceeding and are designated by the board of directors; (3) by special
legal counsel selected by a quorum of the board of directors or its committee
composed of persons determined in the manner prescribed in (1) or (2), above, or
if a disinterested quorum of the board of directors or committee is not
possible, then selected by a majority vote of the full board of directors, or
(4) by a majority of the shareholders entitled to vote by person or proxy at a
meeting.

        Section 16-10a-907 entitles an officer of the corporation to both the
mandatory and discretionary indemnification and discretionary payment or
reimbursement of reasonable expenses on the same basis allowed for directors
under the Utah Corporations Law, unless prohibited by a corporation's articles
of incorporation.

        The Restated Articles of Incorporation of the registrant do not have any
provisions regarding the limitation of liability of liability or indemnification
of directors, officers or employees.

        Article VIII of the registrant's By-laws empowers the Company to
indemnify present and former directors, officers, employees or agents of the
Company against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with a
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Company).


                                        4

<PAGE>

        Such indemnification is contingent upon the person acting in good faith
and in a manner he reasonably believe to be in or not opposed to the best
interest of the Company, and for criminal proceedings, the person must have had
no reasonable cause to believe his conduct was unlawful.  Indemnification inures
to the benefit of heirs and legal representatives and is extended to persons
who, at the request of the Company, serve as directors, officers, employees or
agents of other entities.  No indemnification under the By-laws, without court
approval, is permitted for claims, issues or matters if the person is adjudged
to be liable for negligence or misconduct in performance of his duty to the
Company.

        A majority of the Company's Board of Directors may authorize advances of
indemnification funds upon receipt of an undertaking by or on behalf of the
indemnified person to repay such amounts unless it is ultimately determined that
the person is to be indemnified by the Company as authorized by the By-laws.

        The By-laws do not preclude indemnification as may be provided by an
agreement, the vote of the Company's shareholders or disinterested directors, or
otherwise.  Indemnification under the By-laws is in addition to any
indemnification permitted by law.  The Company is empowered to purchase
insurance against liability of its directors, officers, employees or agents.

        Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or persons controlling the registrant pursuant
to the foregoing provisions, the registrant has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.    EXHIBITS.

        The exhibits accompanying this Registration Statement  are listed on the
accompanying Exhibit Index.

        An opinion of counsel (Exhibit Number 5) is not being filed since the
securities being registered are not original issuance securities.

        The registrant has submitted the Nature's Sunshine Products, Inc. Tax
Deferred Retirement Plan (the "Plan") to the Internal Revenue Service ("IRS")and
will submit any amendments thereto to the IRS in a timely manner and will make
all changes required by the IRS in order to qualify the Plan under 401(a) and
401(k) of the Internal Revenue Code of 1986, as amended.


                                        5

<PAGE>

Item 9.     Undertakings.


        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:

            (a)  To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;

            (b)  To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the 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;

            (c)  To include any material information with respect to the plan of
        distribution not previously disclosed in the registration statement or
        any material change to such information in the registration statement;

        Provided, however, that paragraphs 1.(a) and 1.(b) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

        2.  That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

        3.  To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

        4.  That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of any employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement 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.


                                        6

<PAGE>

        5.  To deliver or cause to be delivered with the Prospectus, to each
person to whom the Prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the Prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are not set
forth in the Prospectus, to deliver, or cause to be delivered to each person to
whom the Prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the Prospectus to provide such interim
financial information.

        6.  That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.


                                        7

<PAGE>

                                 SIGNATURES

      THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the registrant 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 Provo, State of Utah, on
May 15, 1995.

                       NATURE'S SUNSHINE PRODUCTS, INC.
                       (REGISTRANT)

                  By:   /s/ Alan D. Kennedy
                        -------------------------------------
                        Alan D. Kennedy, President

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



      Signature                         Title                   Date
      ---------                         -----                   ----

/s/ Alan D. Kennedy           President, Director and       May 15, 1995
-----------------------       Chief Executive Officer
Alan D. Kennedy

/s/ Kristine F. Hughes        Chairman of the Board         May 15, 1995
-----------------------       and Director
Kristine F. Hughes

/s/ Eugene L. Hughes          Executive Vice                May 15, 1995
-----------------------       President and Director
Eugene L. Hughes

/s/ Merrill Gappmayer         Director                      May 15, 1995
-----------------------
Merrill Gappmayer

/s/ Pauline T. Hughes         Director                      May 15, 1995
-----------------------
Pauline T. Hughes

/s/ Douglas Faggioli          Chief Financial Officer       May 15, 1995
-----------------------       (Principal Accounting
Douglas Faggioli              Officer)

            THE PLAN.  Pursuant to the requirements of the Securities Act of
1933, the Trustees of the Nature's Sunshine Products, Inc. Tax Deferred
Retirement Plan have duly caused this Registration Statement to the signed on
its behalf by the undersigned thereunto duly authorized, in the City of Provo,
and the State of Utah, on the 15th day of May, 1995.

                       NATURE'S SUNSHINE PRODUCTS, INC.
                         TAX DEFERRED RETIREMENT PLAN


                  By:   /s/ Douglas Faggioli
                        -------------------------------
                        Douglas Faggioli, Plan Administrator


                                        8

<PAGE>

                                EXHIBIT INDEX


                                                                    Located at
                                                                   Sequentially
Exhibit No.       Description of Exhibit                          Numbered Page
-----------       ----------------------                          -------------

   4.1            Nature's Sunshine Products, Inc.
                  Tax Deferred Retirement Plan
                  (January 1, 1995 Restatement)                           __

   4.2            Nature's Sunshine Products, Inc.
                  Tax Deferred Retirement Trust Agreement                 __

    24            Consent of Arthur Andersen LLP                          __



                                        9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21730}]
As filed with the Securities and Exchange Commission on May 22, 1995

                                                 Registration No. 33-
                                                                     -----------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           --------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                           --------------------------

                        NATURE'S SUNSHINE PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

              UTAH                                     87-0327982
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                     Identification No.)

                                 75 East 1700 South
                                PROVO, UTAH 84605-9005
                      (Address of Principal Executive Offices)

                           --------------------------

           NATURE'S SUNSHINE PRODUCTS, INC. TAX DEFERRED RETIREMENT PLAN
                              (Full title of the plan)

                                  BRENT F. ASHWORTH
                          Nature's Sunshine Products, Inc.
                                 75 East 1700 South
                               PROVO, UTAH  84606-7319
                       (Name and address of agent for service)

                                  (801) 342-4300
            (Telephone number, including area code, of agent for service)

                         Copies to: BRENT CHRISTENSEN, ESQ.
                        Van Cott, Bagley, Cornwall & McCarthy
                          50 South Main Street, Suite 1600
                             Salt Lake City, Utah 84144
                                   (801) 532-3333

                          CALCULATION OF REGISTRATION FEE
Title of                    Proposed
  Securities                     Maximum        Proposed Maximum     Amount of
    to be      Amount to be   Offering Price       Aggregate        Registration
  Registered   Registered(1)   Per Share(2)     Offering Price(2)      Fee(2)
  ----------    -----------    -----------      ----------------       -----
Common Stock  750,000 Shares     $12.88            $9,656,250        $3,329.74
(no par value)
-----------------------
     (1)In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein.

     (2)Estimeated pursuant to Rule 457(c) and (h), on the basis of the average
of the high and low prices of the registrant's Common Stock as reported by the
NASDAQ National Market System on May 16, 1995, a date within five business days
prior to the date of filing of this Registration Statement.
PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.    PLAN INFORMATION.

        The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Securities and Exchange Commission Rule 428(b)(1).  Such
documents need not be filed with the Securities and Exchange 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 hereof, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933.

ITEM 2.    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

        See response to Item 1. above.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents heretofore filed by the registrant with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934 (File No 0-8707) are incorporated herein by reference:

        (a)  The registrant's latest Annual Report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act");

        (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant's
document referred to in subparagraph (a), above;

        (c)  Description of the registrant's Common Stock contained in the
registration statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such information; and

        (d)  All 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 have been
sold or which deregistered all securities then remaining unsold, shall be deemed

                                        2
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.

Any statement contained herein or in a document, all or a portion of which is
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 such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.    INTEREST OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

Item 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 16-10a-841 of the Utah Revised Business Corporation Act (UTAH
CODE Section 16-10a-901 et seq.) (the "Utah Corporations Law") allows a Utah
corporation to provide in its articles of incorporation or by shareholder
resolution or in its bylaws for the elimination or limitation of personal
liability of a director to the corporation or to its shareholders for monetary
damages for any action or omission, as a director, except (i) liability for and
financial benefit received by a director to which he was not entitled, (ii)
intentional infliction of harm on the corporation or the shareholders, (iii) an
unlawful distribution to shareholders in violation of Utah Corporations Law, and
(iv) intentional violation of criminal law.

        Part 9 of the Utah Corporations Law provides for discretionary and
mandatory indemnification of directors in certain circumstances.  Section
16-10a-902 empowers a corporation to indemnify a director, against liability if
his conduct was in good faith, he reasonably believed that his conduct was not
opposed to the corporation's best interest and in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful.  A
corporation may not indemnify a director under Section 16-10a-902 if the
director was adjudged liable to the corporation for deriving an improper
personal benefit.  A director may apply to a court of competent jurisdiction to
compel mandatory indemnification by the corporation and the court may also order
the corporation to pay the director's reasonable expenses incurred to obtain the
court ordered indemnification.  All indemnification is limited to reasonable
expenses only.

        Section 16-10a-903 requires that, unless limited by the articles of
incorporation, a corporation must indemnify a director who was successful in the
defense of any proceeding, claim, issue

                                        3
or matter in a proceeding, to which he was a party because he is or was a
director.  Such indemnification is limited to reasonable expenses incurred and
limited to the extent of his success in the proceeding or claim.

        Under Section 16-10a-904 a corporation may pay for or reimburse the
reasonable expenses incurred by a director in advance of final disposition of
the proceeding if the director furnishes the corporation a written affirmation
of his good faith belief that he has met the applicable standard of conduct,
provides a written undertaking personally binding him to pay the advance if it
is ultimately determined that he did not meet the standard of conduct, and a
determination is made that the facts then known to those making a determination
would not preclude indemnification.  The director's undertaking need not be
secured and may be accepted without reference to financial ability to make
repayment.

        Section 16-10a-906 prohibits a corporation from making any discretionary
indemnification, payment or reimbursement of expenses in advance of a
determination of a director's liability unless a determination has been made
that the director has met the applicable standard of conduct.  Such
determination must be made as follows:  (1) by a majority vote of a quorum of
the board of directors who are not parties to the proceeding; (2) if a quorum
cannot be obtained as contemplated by (1), above, by a majority vote of a
committee of two or more members of the board of directors who are not parties
to the proceeding and are designated by the board of directors; (3) by special
legal counsel selected by a quorum of the board of directors or its committee
composed of persons determined in the manner prescribed in (1) or (2), above, or
if a disinterested quorum of the board of directors or committee is not
possible, then selected by a majority vote of the full board of directors, or
(4) by a majority of the shareholders entitled to vote by person or proxy at a
meeting.

        Section 16-10a-907 entitles an officer of the corporation to both the
mandatory and discretionary indemnification and discretionary payment or
reimbursement of reasonable expenses on the same basis allowed for directors
under the Utah Corporations Law, unless prohibited by a corporation's articles
of incorporation.

        The Restated Articles of Incorporation of the registrant do not have any
provisions regarding the limitation of liability of liability or indemnification
of directors, officers or employees.

        Article VIII of the registrant's By-laws empowers the Company to
indemnify present and former directors, officers, employees or agents of the
Company against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with a
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Company).

                                        4
Such indemnification is contingent upon the person acting in good faith
and in a manner he reasonably believe to be in or not opposed to the best
interest of the Company, and for criminal proceedings, the person must have had
no reasonable cause to believe his conduct was unlawful.  Indemnification inures
to the benefit of heirs and legal representatives and is extended to persons
who, at the request of the Company, serve as directors, officers, employees or
agents of other entities.  No indemnification under the By-laws, without court
approval, is permitted for claims, issues or matters if the person is adjudged
to be liable for negligence or misconduct in performance of his duty to the
Company.

        A majority of the Company's Board of Directors may authorize advances of
indemnification funds upon receipt of an undertaking by or on behalf of the
indemnified person to repay such amounts unless it is ultimately determined that
the person is to be indemnified by the Company as authorized by the By-laws.

        The By-laws do not preclude indemnification as may be provided by an
agreement, the vote of the Company's shareholders or disinterested directors, or
otherwise.  Indemnification under the By-laws is in addition to any
indemnification permitted by law.  The Company is empowered to purchase
insurance against liability of its directors, officers, employees or agents.

        Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or persons controlling the registrant pursuant
to the foregoing provisions, the registrant has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.    EXHIBITS.

        The exhibits accompanying this Registration Statement  are listed on the
accompanying Exhibit Index.

        An opinion of counsel (Exhibit Number 5) is not being filed since the
securities being registered are not original issuance securities.

        The registrant has submitted the Nature's Sunshine Products, Inc. Tax
Deferred Retirement Plan (the "Plan") to the Internal Revenue Service ("IRS")and
will submit any amendments thereto to the IRS in a timely manner and will make
all changes required by the IRS in order to qualify the Plan under 401(a) and
401(k) of the Internal Revenue Code of 1986, as amended.

                                        5
Item 9.     Undertakings.

        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:

            (a)  To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;

            (b)  To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the 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;

            (c)  To include any material information with respect to the plan of
        distribution not previously disclosed in the registration statement or
        any material change to such information in the registration statement;

        Provided, however, that paragraphs 1.(a) and 1.(b) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

        2.  That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

        3.  To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

        4.  That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of any employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement 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.

                                        6
5.  To deliver or cause to be delivered with the Prospectus, to each
person to whom the Prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the Prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are not set
forth in the Prospectus, to deliver, or cause to be delivered to each person to
whom the Prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the Prospectus to provide such interim
financial information.

        6.  That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.

                                        7
SIGNATURES

      THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the registrant 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 Provo, State of Utah, on
May 15, 1995.

                       NATURE'S SUNSHINE PRODUCTS, INC.
                       (REGISTRANT)

                  By:   /s/ Alan D. Kennedy
                        -------------------------------------
                        Alan D. Kennedy, President

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

      Signature                         Title                   Date
      ---------                         -----                   ----

/s/ Alan D. Kennedy           President, Director and       May 15, 1995
-----------------------       Chief Executive Officer
Alan D. Kennedy

/s/ Kristine F. Hughes        Chairman of the Board         May 15, 1995
-----------------------       and Director
Kristine F. Hughes

/s/ Eugene L. Hughes          Executive Vice                May 15, 1995
-----------------------       President and Director
Eugene L. Hughes

/s/ Merrill Gappmayer         Director                      May 15, 1995
-----------------------
Merrill Gappmayer

/s/ Pauline T. Hughes         Director                      May 15, 1995
-----------------------
Pauline T. Hughes

/s/ Douglas Faggioli          Chief Financial Officer       May 15, 1995
-----------------------       (Principal Accounting
Douglas Faggioli              Officer)

            THE PLAN.  Pursuant to the requirements of the Securities Act of
1933, the Trustees of the Nature's Sunshine Products, Inc. Tax Deferred
Retirement Plan have duly caused this Registration Statement to the signed on
its behalf by the undersigned thereunto duly authorized, in the City of Provo,
and the State of Utah, on the 15th day of May, 1995.

                       NATURE'S SUNSHINE PRODUCTS, INC.
                         TAX DEFERRED RETIREMENT PLAN

                  By:   /s/ Douglas Faggioli
                        -------------------------------
                        Douglas Faggioli, Plan Administrator

                                        8
EXHIBIT INDEX

                                                                    Located at
                                                                   Sequentially
Exhibit No.       Description of Exhibit                          Numbered Page
-----------       ----------------------                          -------------

   4.1            Nature's Sunshine Products, Inc.
                  Tax Deferred Retirement Plan
                  (January 1, 1995 Restatement)                           __

   4.2            Nature's Sunshine Products, Inc.
                  Tax Deferred Retirement Trust Agreement                 __

    24            Consent of Arthur Andersen LLP                          __

                                        9