<PAGE>


                As filed with the Securities and Exchange Commission 
on July 15, 1996                                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
                                1995 STOCK OPTION PLAN
                               (Full title of the plan)

                                  BRENT F. ASHWORTH
                           Nature's Sunshine Products, Inc.
                                  75 East 1700 South            
                                Provo, Utah  84605-9005       
                       (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
- -------------------------------------------------------------------------------
                                                  Proposed  
     Title of                       Proposed       Maximum   
    Securities                       Maximum      Aggregate 
      to be        Amount to be   Offering Price   Offering    Amount of       
   Registered      Registered     Per Share(1)    Price(1)  Registration Fee(1)
- -------------------------------------------------------------------------------
 Common Stock    1,650,000 Shares    $21.50     $35,475,000     $12,232.76     
(no par value)
- -------------------------------------------------------------------------------

        (1)  Estimated solely for the purpose of calculating the registration 
fee. Pursuant to Rules 457(c) and (h) of the Securities Act of 1933, as 
amended, the registration fee has been calculated based upon a price of 
$21.50 per share, the average of the high and low sales prices as reported in 
the consolidated reporting system (NASDAQ) for the registrant's Common Stock 
on July 11, 1996.

<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 filed with the Securities and Exchange Commission 
are incorporated herein by reference:

    (a)  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 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.

                                       2

<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not applicable as the registrant's stock is registered under Section 12 
of the Exchange Act.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

    The validity of the issuance of the shares of Common Stock registered 
pursuant to this registration statement have been passed upon for the 
registrant by Brent F. Ashworth, Esq.  Mr. Ashworth serves as Vice 
President-Legal, Secretary and General Counsel to the registrant.  He 
directly owns 4,315 shares of the registrant's Common Stock and by virtue of 
his participation in the registrant's 401(k) Plan indirectly owns 
approximately 69,006 shares of Common Stock.  He also holds options to 
purchase 108,925 shares of Common Stock that have been granted to him by the 
registrant.

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 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 


                                       3

<PAGE>

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).  

    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 listed in the Exhibit Index at page 8 (sequentially 
numbered page __) are filed as a part of this registration statement.


                                       4

<PAGE>

ITEM 9.  UNDERTAKINGS.

    A.  RULE 415 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:

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

         (ii)  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;

         (iii)  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 (a)(1)(i) and (a)(1)(ii) 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.

    B.  SUBSEQUENT EXCHANGE ACT FILINGS UNDERTAKINGS.

    The undersigned registrant hereby undertakes 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.

    C.  INCORPORATED ANNUAL AND QUARTERLY REPORTS UNDERTAKINGS.

    The undersigned registrant hereby undertakes 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.


                                       5

<PAGE>

    D.  INDEMNIFICATION UNDERTAKINGS.

    Reference is made to UTAH CODE Sections 16-10a-841 and 16-10a-901 et seq. 
and to Article VIII of the By-Laws of the registrant (described in Item 6. 
hereof), which provide for certain rights of indemnification for officers and 
directors of the registrant.

    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. 


                                       6

<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 June 12, 
1996.

(REGISTRANT)                      NATURE'S SUNSHINE PRODUCTS, INC.

                             By:  \s\ Alan D. Kennedy             
                                  ----------------------------    
                                  Alan D. Kennedy
                                  Title:  President 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 and on the date indicated.

       SIGNATURE AND TITLE                                           DATE
       -------------------                                           ----

\s\ Alan D. Kennedy                                             June 12, 1996
- -------------------------------------
Name:   Alan D. Kennedy
Title:  President, Director
        (Principal Executive Officer)

\s\ Kristine F. Hughes                                          June 12, 1996
- -------------------------------------
Name:   Kristine F. Hughes
Title:  Chairman of the Board and Director

\s\ Eugene L. Hughes                                            June 12, 1996
- -------------------------------------
Name:   Eugene L. Hughes  
Title:  Executive Vice President and Director

\s\ Merrill Gappmayer                                           June 12, 1996
- -------------------------------------
Name:   Merrill Gappmayer 
Title:  Director 

\s\ Pauline T. Hughes                                           June 12, 1996
- -------------------------------------
Name:   Pauline T. Hughes
Title:  Director

\s\ Douglas Faggioli                                            June 12, 1996
- -------------------------------------
Name:   Douglas Faggioli
Title:  Chief Financial Officer
        (Principal Accounting Officer) 


                                       7


<PAGE>
                       LIST OF EXHIBITS


   
                                           LOCATED AT
                                          SEQUENTIALLY
ITEM NO.                 EXHIBIT          NUMBERED PAGE
- --------                 -------          -------------

   4(a)  Nature's Sunshine Products, Inc.
         1995 Stock Option Plan                __  

   4(b)  Form of Non-Qualified Stock   
         Option Agreement (employees)          __  

   5     Opinion of Brent F. Ashworth           
         including his consent                 __  

  15     Inapplicable                          --

  24(a)  Consent of Arthur Andersen LLP        __


  24(b)  Consent of Brent F. Ashworth 
         (included in Exhibit 5 herewith)      __  

  25     Inapplicable                          --

  28     Inapplicable                          --

  29     Inapplicable                          --


                          8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22190}]
{"company-data": {"conformed-name": "NATURES SUNSHINE PRODUCTS INC", "cik": "0000275053", "assigned-sic": "2834", "irs-number": "870327982", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08139", "film-number": "96595023"}, "business-address": {"street1": "75 E 1700 SOUTH", "city": "PROVO", "state": "UT", "zip": "84606", "phone": "8013424300"}, "mail-address": {"street2": "75 EAST 1700 SOUTH", "city": "PROVO", "state": "UT", "zip": "84606"}, "former-company": {"former-conformed-name": "AMTEC INDUSTRIES INC", "date-changed": "19821108"}}
As filed with the Securities and Exchange Commission 
on July 15, 1996                                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
                                1995 STOCK OPTION PLAN
                               (Full title of the plan)

                                  BRENT F. ASHWORTH
                           Nature's Sunshine Products, Inc.
                                  75 East 1700 South            
                                Provo, Utah  84605-9005       
                       (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
- -------------------------------------------------------------------------------
                                                  Proposed  
     Title of                       Proposed       Maximum   
    Securities                       Maximum      Aggregate 
      to be        Amount to be   Offering Price   Offering    Amount of       
   Registered      Registered     Per Share(1)    Price(1)  Registration Fee(1)
- -------------------------------------------------------------------------------
 Common Stock    1,650,000 Shares    $21.50     $35,475,000     $12,232.76     
(no par value)
- -------------------------------------------------------------------------------

        (1)  Estimated solely for the purpose of calculating the registration 
fee. Pursuant to Rules 457(c) and (h) of the Securities Act of 1933, as 
amended, the registration fee has been calculated based upon a price of 
$21.50 per share, the average of the high and low sales prices as reported in 
the consolidated reporting system (NASDAQ) for the registrant's Common Stock 
on July 11, 1996.
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 filed with the Securities and Exchange Commission 
are incorporated herein by reference:

    (a)  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 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.

                                       2
ITEM 4.  DESCRIPTION OF SECURITIES.

    Not applicable as the registrant's stock is registered under Section 12 
of the Exchange Act.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

    The validity of the issuance of the shares of Common Stock registered 
pursuant to this registration statement have been passed upon for the 
registrant by Brent F. Ashworth, Esq.  Mr. Ashworth serves as Vice 
President-Legal, Secretary and General Counsel to the registrant.  He 
directly owns 4,315 shares of the registrant's Common Stock and by virtue of 
his participation in the registrant's 401(k) Plan indirectly owns 
approximately 69,006 shares of Common Stock.  He also holds options to 
purchase 108,925 shares of Common Stock that have been granted to him by the 
registrant.

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 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 

                                       3
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).  

    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 listed in the Exhibit Index at page 8 (sequentially 
numbered page __) are filed as a part of this registration statement.

                                       4
ITEM 9.  UNDERTAKINGS.

    A.  RULE 415 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:

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

         (ii)  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;

         (iii)  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 (a)(1)(i) and (a)(1)(ii) 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.

    B.  SUBSEQUENT EXCHANGE ACT FILINGS UNDERTAKINGS.

    The undersigned registrant hereby undertakes 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.

    C.  INCORPORATED ANNUAL AND QUARTERLY REPORTS UNDERTAKINGS.

    The undersigned registrant hereby undertakes 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.

                                       5
D.  INDEMNIFICATION UNDERTAKINGS.

    Reference is made to UTAH CODE Sections 16-10a-841 and 16-10a-901 et seq. 
and to Article VIII of the By-Laws of the registrant (described in Item 6. 
hereof), which provide for certain rights of indemnification for officers and 
directors of the registrant.

    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. 

                                       6
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 June 12, 
1996.

(REGISTRANT)                      NATURE'S SUNSHINE PRODUCTS, INC.

                             By:  \s\ Alan D. Kennedy             
                                  ----------------------------    
                                  Alan D. Kennedy
                                  Title:  President 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 and on the date indicated.

       SIGNATURE AND TITLE                                           DATE
       -------------------                                           ----

\s\ Alan D. Kennedy                                             June 12, 1996
- -------------------------------------
Name:   Alan D. Kennedy
Title:  President, Director
        (Principal Executive Officer)

\s\ Kristine F. Hughes                                          June 12, 1996
- -------------------------------------
Name:   Kristine F. Hughes
Title:  Chairman of the Board and Director

\s\ Eugene L. Hughes                                            June 12, 1996
- -------------------------------------
Name:   Eugene L. Hughes  
Title:  Executive Vice President and Director

\s\ Merrill Gappmayer                                           June 12, 1996
- -------------------------------------
Name:   Merrill Gappmayer 
Title:  Director 

\s\ Pauline T. Hughes                                           June 12, 1996
- -------------------------------------
Name:   Pauline T. Hughes
Title:  Director

\s\ Douglas Faggioli                                            June 12, 1996
- -------------------------------------
Name:   Douglas Faggioli
Title:  Chief Financial Officer
        (Principal Accounting Officer) 

                                       7
LIST OF EXHIBITS

   
                                           LOCATED AT
                                          SEQUENTIALLY
ITEM NO.                 EXHIBIT          NUMBERED PAGE
- --------                 -------          -------------

   4(a)  Nature's Sunshine Products, Inc.
         1995 Stock Option Plan                __  

   4(b)  Form of Non-Qualified Stock   
         Option Agreement (employees)          __  

   5     Opinion of Brent F. Ashworth           
         including his consent                 __  

  15     Inapplicable                          --

  24(a)  Consent of Arthur Andersen LLP        __

  24(b)  Consent of Brent F. Ashworth 
         (included in Exhibit 5 herewith)      __  

  25     Inapplicable                          --

  28     Inapplicable                          --

  29     Inapplicable                          --

                          8