As filed with the Securities and Exchange Commission on December 3, 1996
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             --------------------

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

                                  AMRION, INC.
                 (Exact name of Registrant specified in charter)


 Colorado                                            84-1050628
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)


                         6565 Odell Place
                    Boulder, Colorado  80301                      80301
             (Address of Principal Executive Offices)            Zip Code


           OPTIONS GRANTED PURSUANT TO INDIVIDUAL NON-QUALIFIED OPTION
                                   AGREEMENTS
                            (Full title of the plan)


                                 Mark S. Crossen
                                  Amrion, Inc.
                                6565 Odell Place,
                             Boulder, Colorado 80301
                     (Name and address of agent for service)


                                  (303) 530-2525
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                            Raymond L. Friedlob, Esq.
                              John W. Kellogg, Esq.
              Friedlob Sanderson Raskin Paulson & Tourtillott, LLC
                          1400 Glenarm Place, Suite 300
                             Denver, Colorado 80202
                                 (303) 571-1400






<PAGE>

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE
=================================================================================================
                                                          Proposed     Proposed
                                                          maximum       maximum
                Title of                                  offering     aggregate Amount of
            securities to be      Amount to be            price per     offering registration
               registered         registered (1)           share (2)   price (2)     fee
-------------------------------------------------------------------------------------------------
<S>                                  <C>                    <C>        <C>        <C>
Common Stock, $.0011 par             5,000                  (2)        $49,000    $100
value
=================================================================================================


(1)      This Registration Statement is being filed to register 27,200
         shares of Common Stock which may be issued pursuant to
         individual non-qualified options granted to certain officers,
         employees and employee directors of the Registrant (the "Non-
         Qualified Options"), plus such indeterminable number of shares
         of Common Stock as may be issuable by reason of the anti-
         dilution provisions of the options granted pursuant to the
         Non-Qualified Options.

(2)      In accordance with Rule 457(h), the fee has been calculated as
         follows: 3,000 shares at $9.00 per share and 2,000 shares at
         $11.00 per share.


</TABLE>

                                                        ii

<PAGE>



                               PART I INFORMATION REQUIRED IN THE SECTION 10(a)
                                                  PROSPECTUS

Item 1.  Plan Information.

         Documents  containing  information  related to the  Amrion,  Inc.  (the
"Registrant")  Individual  Non-Qualified  Option Agreements (the  "Non-Qualified
Options")  which are not  filed as a part of this  Registration  Statement  (the
"Registration Statement") and documents incorporated by reference in response to
Item  3 of  Part  II  of  this  Registration  Statement,  which  taken  together
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act of 1933, as amended (the "Securities  Act") will be sent or given
to the holders of the Non-Qualified  Options (the "Optionees") by the Registrant
as specified by Rule 428(b)(1) of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual
         Information.

         As required by this Item, the Registrant  will provide to the Optionees
a written  statement  advising them of the  availability  without  charge,  upon
written or oral notice, of documents incorporated by reference in Item 3 of Part
II of this  Registration  Statement  and of  documents  required to be delivered
pursuant to Rule 428(b) under the Securities Act. The statement will include the
address  listing  the  title or  department  and  telephone  number to which the
request is to be directed.




                                                        iii

<PAGE>



                                                     PART II
                             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Commission by the Registrant are
incorporated into this Registration Statement by this reference:

         (1)      Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1995;

         (2)      Registrant's Quarterly Report on Form 10-Q for the
                  quarterly period ended March 31, 1996;

         (3)      Registrant's Quarterly Report on Form 10-Q for the
                  quarterly period ended June 30, 1996;

         (4)      The description of the Common Stock contained in the
                  Exhibits to the Registrant's Registration Statement on
                  Form 8-A (No. 0-18476) as filed with the Commission on
                  April 23, 1990.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"),  prior to the filing of a  post-effective  amendment which indicates that
all shares offered  hereunder have been sold or 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 filing such documents.

Item 4.  Description of Securities.

         No  description  of the class of  securities  to be offered is required
under this item  because  the class of  securities  to be offered is  registered
under Section 12 of the Exchange Act (Commission File No. 0-18476).

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         The Colorado  Business  Corporation  Act (the "CBCA")  provides for the
indemnification of the Registrant's directors, officers, employees,  fiduciaries
and  agents  against  liabilities  which  they may incur in such  capacities.  A
summary of the circumstances in




                                                       II-1

<PAGE>



which such  indemnification is allowable is provided below, but that description
is qualified in its entirety by reference to the relevant section of the CBCA.

         In general, the CBCA provides that any director may be indemnified,  by
providing  advances  or  reimbursements   against  liabilities   (including  the
obligation to pay a judgment, settlement,  penalty, fine or reasonable expense),
incurred  in a  proceeding  (including  any  civil,  criminal  or  investigative
proceeding whether  threatened,  pending or completed) to which the director was
made a party because he is or was a director,  except that, if the proceeding is
brought by or in the right of the Registrant,  indemnification is permitted only
with respect to reasonable  expenses incurred in connection with the proceeding.
The CBCA prohibits indemnification of a director in connection with a proceeding
brought by or in the right of the  Registrant  in which a director  is  adjudged
liable to the Registrant, or in connection with any proceeding charging improper
personal  benefit to the director in which the  director is adjudged  liable for
receipt of an improper personal benefit.

         Indemnity may be provided if the  director's  actions  resulting in the
liability:  (i) were taken in good faith; (ii) were reasonably  believed to have
been in the  Registrant's  best  interest  with respect to actions  taken in the
director's  official capacity;  (iii) were reasonably believed not to be opposed
to the Registrant's best interest with respect to actions other than those taken
in the  director's  official  capacity;  and (iv) with  respect to any  criminal
action,  the director had no reasonable  cause to believe his or her conduct was
unlawful.  Indemnification  may be awarded only after the applicable standard of
conduct has been met by the director to be  indemnified  as  determined by (i) a
majority  vote of a quorum of the Board of Directors  or, if a quorum  cannot be
obtained,  by  committee  thereof  consisting  of  directors  not parties to the
proceeding;  (ii)  by  independent  legal  counsel  selected  by  the  Board  of
Directors; or (iii) by the shareholders.

         The CBCA  further  provides  that  unless  limited by the  Registrant's
articles of incorporation,  a director or officer who is wholly  successful,  on
the merits or otherwise,  in defense of any  proceeding to which he was a party,
is entitled to receive  indemnification  against reasonable expenses,  including
attorneys'  fees,  incurred in connection with the proceeding.  The Registrant's
Amended  and  Restated  Articles  of  Incorporation  do not limit the  foregoing
provisions.

         The  Registrant  may  indemnify  or  advance  expenses  to an  officer,
employee,  fiduciary  or agent who is not a director  to a greater  extent  than
permitted  for  indemnification  of  directors,  if  consistent  with law and if
provided for by its articles of



                                                       II-2

<PAGE>



incorporation,  bylaws,  resolution  of its  shareholders  or  directors or in a
contract.  The provision of  indemnification  to persons other than directors is
subject to such limitations as may be imposed on general public policy grounds.

         Unless  limited by the  Registrant's  articles of  incorporation,  upon
petition by a director or officer, a court may order the Registrant to indemnify
such director or officer  against  liabilities  arising in  connection  with any
proceeding.  A court may order the  Registrant to provide such  indemnification,
whether or not he was entitled to  indemnification  by the Registrant.  To order
indemnification, the court must determine that the director or officer is fairly
and reasonably  entitled to indemnification in light of the circumstances.  With
respect to  liability  incurred by a director or officer,  or in any  proceeding
where  liability  results  on the basis  that a personal  benefit  was  received
improperly, a court may only require that the director or officer be indemnified
as to  reasonable  expenses  incurred.  The  Registrant's  Amended and  Restated
Articles of Incorporation do not limit the foregoing provisions.

         The  CBCA  specifies  that any  provisions  for  indemnification  of or
advances for expenses to  directors  which may be contained in the  Registrant's
articles of incorporation, bylaws, resolutions of its shareholders or directors,
or in a contract  (except  for  insurance  policies)  shall be valid only to the
extent such  provisions are consistent  with the CBCA and any  limitations  upon
indemnification set forth in the articles of incorporation.

         The CBCA  also  grants  the power to the  Registrant  to  purchase  and
maintain  insurance  policies  which  protect any director,  officer,  employee,
fiduciary or agent against any liability asserted against or incurred by them in
such capacity arising out of their status as such. Such policies may provide for
indemnification whether or not the corporation would otherwise have the power to
provide for it. No such policies have been obtained by the Registrant.

         Article XII of the Registrant's Articles of Incorporation,  as amended,
provides that the Registrant shall indemnify its directors to the maximum extent
permitted by statute and its officers, employees or agents who are not directors
to  the  maximum  extent  permitted  by  law or to a  greater  extent  as may be
consistent  with  law  and  provided  for  by  resolution  of  the  Registrant's
shareholders or directors, or in a contract.

         Article XIII of the Registrant's Articles of Incorporation, as amended,
provides for the elimination of personal  liability for monetary damages for the
breach of fiduciary duty as a director except for liability (i) resulting from a
breach of the director's




                                                       II-3

<PAGE>



duty  of  loyalty  to the  Registrant  or its  shareholders;  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation  of the law;  (iii)  for  approving  payment  of a  dividend,  a stock
repurchase,  a distribution of assets to shareholders  during liquidation or the
making or  guaranteeing  of a loan to a  director,  to the extent  that any such
actions are illegal  under the CBCA;  or (iv) for any  transaction  from which a
director derives an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, 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  that the matter  has been  settled by  controlling
precedent, submit to a court of appropriate jurisdiction the question of 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.

Item 7.  Exemption from Registration Claim

         Not Applicable


Item 8.  Exhibits.

         The  following is a complete  list of exhibits  filed as a part of this
Registration Statement, which Exhibits are incorporated herein.

3.1      Amended Articles of Incorporation of Amrion, Inc.
         (incorporated by reference to form S-8/A filed November 21,
         1996 Registration No. 333-15939)

5.1      Opinion of Counsel and Consent of Friedlob Sanderson Raskin
         Paulson & Tourtillott, LLC

23.1     Consent of Friedlob Sanderson Raskin Paulson & Tourtillott -
         See Exhibit 5.1.

23.2     Consent of BDO Seidman, LLP




                                                       II-4

<PAGE>





Item 9   Undertakings

The undersigned registrant hereby undertakes:

         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; (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;  and (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  the
information in the registration statement.

         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.

         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.

         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 Securities  Exchange Act of 1934, as amended (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 therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         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 provision, 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


<PAGE>



such indemnification by its is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.




                                                       II-6

<PAGE>


                                                     SIGNATURES

          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 Boulder, State of Colorado, on December 3, 1996.


                                  AMRION, INC.


                            By
                              Mark S. Crossen, Chief
                              Executive Officer, President
                              and Principal Executive Officer

                            By
                              Jeffrey S. Williams, Chief
                              Financial Officer, Treasurer,
                              Secretary and Principal
                              Financial 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 dates indicated.

Signatures                      Title                       Date


                                Director                    December 3, 1996
Mark S. Crossen


                                Director                    December 3, 1996
Jeffrey S. Williams


                                Director                    December 3, 1996
Theodore W. Brin

                                Director                    December 3, 1996
David E. Houseman


                                Director                    December 3, 1996
Leslie G. Taylor
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20778}]
{"company-data": {"conformed-name": "AMRION INC", "cik": "0000812788", "assigned-sic": "5961", "irs-number": "841050628", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17251", "film-number": "96675753"}, "business-address": {"street1": "6565 ODELL PLACE", "city": "BOULDER", "state": "CO", "zip": "80301", "phone": "3035302525"}, "mail-address": {"street1": "6565 ODELL PLACE", "city": "BOULDER", "state": "CO", "zip": "80301"}, "former-company": [{"former-conformed-name": "BIOENERGY NUTRIENTS INC", "date-changed": "19920703"}, {"former-conformed-name": "HERBS OF CHINA LTD", "date-changed": "19881211"}]}
As filed with the Securities and Exchange Commission on December 3, 1996
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             --------------------

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

                                  AMRION, INC.
                 (Exact name of Registrant specified in charter)

 Colorado                                            84-1050628
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                         6565 Odell Place
                    Boulder, Colorado  80301                      80301
             (Address of Principal Executive Offices)            Zip Code

           OPTIONS GRANTED PURSUANT TO INDIVIDUAL NON-QUALIFIED OPTION
                                   AGREEMENTS
                            (Full title of the plan)

                                 Mark S. Crossen
                                  Amrion, Inc.
                                6565 Odell Place,
                             Boulder, Colorado 80301
                     (Name and address of agent for service)

                                  (303) 530-2525
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                            Raymond L. Friedlob, Esq.
                              John W. Kellogg, Esq.
              Friedlob Sanderson Raskin Paulson & Tourtillott, LLC
                          1400 Glenarm Place, Suite 300
                             Denver, Colorado 80202
                                 (303) 571-1400
CALCULATION OF REGISTRATION FEE
=================================================================================================
                                                          Proposed     Proposed
                                                          maximum       maximum
                Title of                                  offering     aggregate Amount of
            securities to be      Amount to be            price per     offering registration
               registered         registered (1)           share (2)   price (2)     fee
-------------------------------------------------------------------------------------------------
Common Stock, $.0011 par             5,000                  (2)        $49,000    $100
value
=================================================================================================

(1)      This Registration Statement is being filed to register 27,200
         shares of Common Stock which may be issued pursuant to
         individual non-qualified options granted to certain officers,
         employees and employee directors of the Registrant (the "Non-
         Qualified Options"), plus such indeterminable number of shares
         of Common Stock as may be issuable by reason of the anti-
         dilution provisions of the options granted pursuant to the
         Non-Qualified Options.

(2)      In accordance with Rule 457(h), the fee has been calculated as
         follows: 3,000 shares at $9.00 per share and 2,000 shares at
         $11.00 per share.
ii
PART I INFORMATION REQUIRED IN THE SECTION 10(a)
                                                  PROSPECTUS

Item 1.  Plan Information.

         Documents  containing  information  related to the  Amrion,  Inc.  (the
"Registrant")  Individual  Non-Qualified  Option Agreements (the  "Non-Qualified
Options")  which are not  filed as a part of this  Registration  Statement  (the
"Registration Statement") and documents incorporated by reference in response to
Item  3 of  Part  II  of  this  Registration  Statement,  which  taken  together
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act of 1933, as amended (the "Securities  Act") will be sent or given
to the holders of the Non-Qualified  Options (the "Optionees") by the Registrant
as specified by Rule 428(b)(1) of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual
         Information.

         As required by this Item, the Registrant  will provide to the Optionees
a written  statement  advising them of the  availability  without  charge,  upon
written or oral notice, of documents incorporated by reference in Item 3 of Part
II of this  Registration  Statement  and of  documents  required to be delivered
pursuant to Rule 428(b) under the Securities Act. The statement will include the
address  listing  the  title or  department  and  telephone  number to which the
request is to be directed.

                                                        iii
PART II
                             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Commission by the Registrant are
incorporated into this Registration Statement by this reference:

         (1)      Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1995;

         (2)      Registrant's Quarterly Report on Form 10-Q for the
                  quarterly period ended March 31, 1996;

         (3)      Registrant's Quarterly Report on Form 10-Q for the
                  quarterly period ended June 30, 1996;

         (4)      The description of the Common Stock contained in the
                  Exhibits to the Registrant's Registration Statement on
                  Form 8-A (No. 0-18476) as filed with the Commission on
                  April 23, 1990.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"),  prior to the filing of a  post-effective  amendment which indicates that
all shares offered  hereunder have been sold or 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 filing such documents.

Item 4.  Description of Securities.

         No  description  of the class of  securities  to be offered is required
under this item  because  the class of  securities  to be offered is  registered
under Section 12 of the Exchange Act (Commission File No. 0-18476).

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         The Colorado  Business  Corporation  Act (the "CBCA")  provides for the
indemnification of the Registrant's directors, officers, employees,  fiduciaries
and  agents  against  liabilities  which  they may incur in such  capacities.  A
summary of the circumstances in

                                                       II-1
which such  indemnification is allowable is provided below, but that description
is qualified in its entirety by reference to the relevant section of the CBCA.

         In general, the CBCA provides that any director may be indemnified,  by
providing  advances  or  reimbursements   against  liabilities   (including  the
obligation to pay a judgment, settlement,  penalty, fine or reasonable expense),
incurred  in a  proceeding  (including  any  civil,  criminal  or  investigative
proceeding whether  threatened,  pending or completed) to which the director was
made a party because he is or was a director,  except that, if the proceeding is
brought by or in the right of the Registrant,  indemnification is permitted only
with respect to reasonable  expenses incurred in connection with the proceeding.
The CBCA prohibits indemnification of a director in connection with a proceeding
brought by or in the right of the  Registrant  in which a director  is  adjudged
liable to the Registrant, or in connection with any proceeding charging improper
personal  benefit to the director in which the  director is adjudged  liable for
receipt of an improper personal benefit.

         Indemnity may be provided if the  director's  actions  resulting in the
liability:  (i) were taken in good faith; (ii) were reasonably  believed to have
been in the  Registrant's  best  interest  with respect to actions  taken in the
director's  official capacity;  (iii) were reasonably believed not to be opposed
to the Registrant's best interest with respect to actions other than those taken
in the  director's  official  capacity;  and (iv) with  respect to any  criminal
action,  the director had no reasonable  cause to believe his or her conduct was
unlawful.  Indemnification  may be awarded only after the applicable standard of
conduct has been met by the director to be  indemnified  as  determined by (i) a
majority  vote of a quorum of the Board of Directors  or, if a quorum  cannot be
obtained,  by  committee  thereof  consisting  of  directors  not parties to the
proceeding;  (ii)  by  independent  legal  counsel  selected  by  the  Board  of
Directors; or (iii) by the shareholders.

         The CBCA  further  provides  that  unless  limited by the  Registrant's
articles of incorporation,  a director or officer who is wholly  successful,  on
the merits or otherwise,  in defense of any  proceeding to which he was a party,
is entitled to receive  indemnification  against reasonable expenses,  including
attorneys'  fees,  incurred in connection with the proceeding.  The Registrant's
Amended  and  Restated  Articles  of  Incorporation  do not limit the  foregoing
provisions.

         The  Registrant  may  indemnify  or  advance  expenses  to an  officer,
employee,  fiduciary  or agent who is not a director  to a greater  extent  than
permitted  for  indemnification  of  directors,  if  consistent  with law and if
provided for by its articles of

                                                       II-2
incorporation,  bylaws,  resolution  of its  shareholders  or  directors or in a
contract.  The provision of  indemnification  to persons other than directors is
subject to such limitations as may be imposed on general public policy grounds.

         Unless  limited by the  Registrant's  articles of  incorporation,  upon
petition by a director or officer, a court may order the Registrant to indemnify
such director or officer  against  liabilities  arising in  connection  with any
proceeding.  A court may order the  Registrant to provide such  indemnification,
whether or not he was entitled to  indemnification  by the Registrant.  To order
indemnification, the court must determine that the director or officer is fairly
and reasonably  entitled to indemnification in light of the circumstances.  With
respect to  liability  incurred by a director or officer,  or in any  proceeding
where  liability  results  on the basis  that a personal  benefit  was  received
improperly, a court may only require that the director or officer be indemnified
as to  reasonable  expenses  incurred.  The  Registrant's  Amended and  Restated
Articles of Incorporation do not limit the foregoing provisions.

         The  CBCA  specifies  that any  provisions  for  indemnification  of or
advances for expenses to  directors  which may be contained in the  Registrant's
articles of incorporation, bylaws, resolutions of its shareholders or directors,
or in a contract  (except  for  insurance  policies)  shall be valid only to the
extent such  provisions are consistent  with the CBCA and any  limitations  upon
indemnification set forth in the articles of incorporation.

         The CBCA  also  grants  the power to the  Registrant  to  purchase  and
maintain  insurance  policies  which  protect any director,  officer,  employee,
fiduciary or agent against any liability asserted against or incurred by them in
such capacity arising out of their status as such. Such policies may provide for
indemnification whether or not the corporation would otherwise have the power to
provide for it. No such policies have been obtained by the Registrant.

         Article XII of the Registrant's Articles of Incorporation,  as amended,
provides that the Registrant shall indemnify its directors to the maximum extent
permitted by statute and its officers, employees or agents who are not directors
to  the  maximum  extent  permitted  by  law or to a  greater  extent  as may be
consistent  with  law  and  provided  for  by  resolution  of  the  Registrant's
shareholders or directors, or in a contract.

         Article XIII of the Registrant's Articles of Incorporation, as amended,
provides for the elimination of personal  liability for monetary damages for the
breach of fiduciary duty as a director except for liability (i) resulting from a
breach of the director's

                                                       II-3
duty  of  loyalty  to the  Registrant  or its  shareholders;  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation  of the law;  (iii)  for  approving  payment  of a  dividend,  a stock
repurchase,  a distribution of assets to shareholders  during liquidation or the
making or  guaranteeing  of a loan to a  director,  to the extent  that any such
actions are illegal  under the CBCA;  or (iv) for any  transaction  from which a
director derives an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, 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  that the matter  has been  settled by  controlling
precedent, submit to a court of appropriate jurisdiction the question of 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.

Item 7.  Exemption from Registration Claim

         Not Applicable

Item 8.  Exhibits.

         The  following is a complete  list of exhibits  filed as a part of this
Registration Statement, which Exhibits are incorporated herein.

3.1      Amended Articles of Incorporation of Amrion, Inc.
         (incorporated by reference to form S-8/A filed November 21,
         1996 Registration No. 333-15939)

5.1      Opinion of Counsel and Consent of Friedlob Sanderson Raskin
         Paulson & Tourtillott, LLC

23.1     Consent of Friedlob Sanderson Raskin Paulson & Tourtillott -
         See Exhibit 5.1.

23.2     Consent of BDO Seidman, LLP

                                                       II-4
Item 9   Undertakings

The undersigned registrant hereby undertakes:

         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; (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;  and (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  the
information in the registration statement.

         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.

         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.

         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 Securities  Exchange Act of 1934, as amended (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 therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         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 provision, 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 its is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                                       II-6
SIGNATURES

          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 Boulder, State of Colorado, on December 3, 1996.

                                  AMRION, INC.

                            By
                              Mark S. Crossen, Chief
                              Executive Officer, President
                              and Principal Executive Officer

                            By
                              Jeffrey S. Williams, Chief
                              Financial Officer, Treasurer,
                              Secretary and Principal
                              Financial 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 dates indicated.

Signatures                      Title                       Date

                                Director                    December 3, 1996
Mark S. Crossen

                                Director                    December 3, 1996
Jeffrey S. Williams

                                Director                    December 3, 1996
Theodore W. Brin

                                Director                    December 3, 1996
David E. Houseman

                                Director                    December 3, 1996
Leslie G. Taylor