SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CONLEE ROBERT S

(Last)

(First)

(Middle)

C/O NU SKIN ENTERPRISES, INC.

75 WEST CENTER STREET

(Street)

PROVO

84601

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NU SKIN ENTERPRISES INC [ NUS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, North Asia & Japan

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/30/2004		M		50,000	A	$8.06	53,060	D
Class A Common Stock	07/30/2004		M		18,750	A	$6.56	71,810	D
Class A Common Stock	07/30/2004		M		9,375	A	$8.2	81,185	D
Class A Common Stock	07/30/2004		M		6,250	A	$12.45	87,435	D
Class A Common Stock	07/30/2004		M		12,000	A	$12.45	99,435	D
Class A Common Stock	07/30/2004		M		12,000	A	$12.45	111,435	D
Class A Common Stock	07/30/2004		M		7,000	A	$12.45	118,435	D
Class A Common Stock	07/30/2004		M		6,250	A	$12.45	124,685	D
Class A Common Stock	07/30/2004		M		3,125	A	$12	127,810	D
Class A Common Stock	07/30/2004		M		3,125	A	$9.04	130,935	D
Class A Common Stock	07/30/2004		S⁽¹⁾		1,375	D	$26.27	129,560	D
Class A Common Stock	07/30/2004		S⁽¹⁾		300	D	$26.25	129,260	D
Class A Common Stock	07/30/2004		S⁽¹⁾		126,200	D	$25.9	3,060⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$8.06	07/30/2004		M			50,000	04/10/2001⁽⁴⁾	04/10/2010	Class A Common Stock	50,000	⁽⁷⁾	0⁽²⁾	D
Employee Stock Option (right to buy)	$6.56	07/30/2004		M			18,750	08/31/2001⁽⁴⁾	08/31/2010	Class A Common Stock	18,750	⁽⁷⁾	6,250⁽²⁾	D
Employee Stock Option (right to buy)	$8.2	07/30/2004		M			9,375	02/28/2002⁽⁴⁾	02/28/2011	Class A Common Stock	9,375	⁽⁷⁾	3,125⁽²⁾	D
Employee Stock Option (right to buy)	$12.45	07/30/2004		M			6,250	04/19/2003⁽⁵⁾	08/31/2011	Class A Common Stock	6,250	⁽⁷⁾	6,250⁽²⁾	D
Employee Stock Option (right to buy)	$12.45	07/30/2004		M			12,000	04/19/2003⁽⁶⁾	08/31/2008	Class A Common Stock	12,000	⁽⁷⁾	0⁽²⁾	D
Employee Stock Option (right to buy)	$12.45	07/30/2004		M			12,000	04/19/2003⁽⁶⁾	08/31/2009	Class A Common Stock	12,000	⁽⁷⁾	0⁽²⁾	D
Employee Stock Option (right to buy)	$12.45	07/30/2004		M			7,000	04/19/2003⁽⁶⁾	10/20/2007	Class A Common Stock	7,000	⁽⁷⁾	0⁽²⁾	D
Employee Stock Option (right to buy)	$12.45	07/30/2004		M			6,250	04/19/2003⁽⁴⁾	04/19/2012	Class A Common Stock	6,250	⁽⁷⁾	6,250⁽²⁾	D
Employee Stock Option (right to buy)	$12	07/30/2004		M			3,125	09/03/2003⁽⁴⁾	09/03/2012	Class A Common Stock	3,125	⁽⁷⁾	9,375⁽²⁾	D
Employee Stock Option (right to buy)	$9.04	07/30/2004		M			3,125	03/10/2004⁽⁴⁾	03/10/2013	Class A Common Stock	3,125	⁽⁷⁾	9,375⁽²⁾	D
Employee Stock Option (right to buy)⁽³⁾	$10.52							07/24/2004⁽⁴⁾	07/24/2013	Class A Common Stock	100,000		100,000⁽²⁾	D
Employee Stock Option (right to buy)⁽³⁾	$17.04							07/24/2004⁽⁴⁾	11/26/2013	Class A Common Stock	100,000		100,000⁽²⁾	D
Employee Stock Option (right to buy)⁽³⁾	$19.15							02/27/2005⁽⁴⁾	02/27/2014	Class A Common Stock	17,500		17,500⁽²⁾	D

Explanation of Responses:

1. Transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

2. Represents number of shares beneficially owned as of July 30, 2004.

3. Previously Reported

4. Becomes exercisable in four equal annual installments beginning on the date indicated.

5. 50% is currently exercisable, 25% becomes exercisable on 08/31/2004, and 25% on 08/31/2005. Issued as part of an Option Exchange Offer.

6. Presently exercisable. Issued as part of an Option Exchange Offer.

7. Price not applicable.

Remarks:

	D. Matthew Dorny as Attorney-in-Fact for Robert S. Conlee	08/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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